Note 13 - Noncontrolling Interests

3 Months Ended

Mar. 31, 2024

Notes to Financial Statements

Noncontrolling Interest Disclosure [Text Block]

13. Noncontrolling Interests

Noncontrolling interests represent the portion of equity that the Company does not own in those entities it consolidates as a result of having a controlling interest or having determined that the Company was the primary beneficiary of a VIE in accordance with the provisions of the FASB’s Consolidation guidance. The Company accounts and reports for noncontrolling interests in accordance with the Consolidation guidance and the Distinguishing Liabilities from Equity guidance issued by the FASB. The Company identifies its noncontrolling interests separately within the equity section on the Company’s Condensed Consolidated Balance Sheets. The amounts of consolidated net income attributable to the Company and to the noncontrolling interests are presented separately on the Company’s Condensed Consolidated Statements of Operations.

In connection with the RPT Merger, the Parent Company issued 953,400 OP units in Kimco OP, which had a fair market value of $21.0 million. Upon consummation of the RPT Merger, the Parent Company owned 99.86% of the outstanding OP Units in Kimco OP, which is no longer a disregarded entity for federal income tax purposes. In addition, during the three months ended March 31, 2024, the Parent Company issued 326,140 long term incentive plan units (“LTIP Units”) OP Units. See Footnote 16 of the Notes to Condensed Consolidated Financial Statements for further disclosure. As of March 31, 2024, the Parent Company owned 99.84% of the outstanding OP units in Kimco OP.

The Company owns eight shopping center properties located in Long Island, NY, which were acquired during 2022, partially through the issuance of $122.1 million of Preferred Outside Partner Units and $13.6 million of Common Outside Partner Units. The Outside Partner Units related to these acquisitions total $92.4 million, including noncontrolling interests of $60.2 million and an embedded derivative liability associated with put and call options of these unitholders of $32.2 million as of March 31, 2024. The noncontrolling interest is classified as mezzanine equity and included in Redeemable noncontrolling interests on the Company’s Consolidated Balance Sheets as a result of the put right available to the unit holders, an event that is not solely in the Company’s control. During 2024, 70,395 Preferred Outside Partner Units were redeemed for cash of $1.4 million. This transaction resulted in a net decrease in Redeemable noncontrolling interests of $0.9 million and a decrease in the embedded derivative liability in Other liabilities of $0.5 million on the Company’s Consolidated Balance Sheets. The Outside Partner Units related annual cash distribution rates and related conversion features consisted of the following as of March 31, 2024:

Type	Par Value Per Unit		Number of Units Remaining		Return Per Annum
Preferred Outside Partner Units	$	20.00		3,907,909		3.75%
Common Outside Partner Units	$	20.00		621,758	Equal to the Company’s common stock dividend

Included within noncontrolling interests are units that were determined to be contingently redeemable that are classified as Redeemable noncontrolling interests and presented in the mezzanine section between Total liabilities and Stockholders’ equity on the Company’s Condensed Consolidated Balance Sheets.

The following table presents the change in the redemption value of the Redeemable noncontrolling interests for the three months ended March 31, 2024 and 2023 (in thousands): 

	Three Months Ended March 31,
	2024			2023
Balance at January 1,	$	72,277		$	92,933
Net income		1,137			1,546
Distributions		(1,137	)		(1,546	)
Redemption/conversion of noncontrolling interests		(861	)		-
Adjustment to estimated redemption value		(977	)		-
Balance at March 31,	$	70,439		$	92,933