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RPT Merger (Tables)

12 Months Ended

Dec. 31, 2024

The number of RPT shares/units outstanding converted to shares of the Company’s shares/units as of January 2, 2024 were determined as follows (amounts presented in thousands, except per share data):


	As of January 2, 2024
	Common Shares (1)		OP Units		Cumulative Convertible Perpetual Preferred Shares
RPT shares/units outstanding		87,675		1,576		1,849
Exchange ratio		0.6049		0.6049		1.0000
Kimco shares/units issued		53,034		953		1,849

Value of Kimco stock per share/unit	$	22.0005	$	22.0005	$	57.13
Equity consideration given from Kimco shares/units issued	$	1,166,775	$	20,975	$	105,607

(1)

The Company paid cash in lieu of issuing fractional Kimco common shares, which is included in “Cash Consideration” caption in the table below.

Summary of Consideration Paid

The following table presents the total value of consideration paid by Kimco at the close of the RPT Merger (in thousands):


	Calculated Value of RPT Consideration		Cash Consideration*		Total Value of Consideration
As of January 2, 2024	$	1,293,357	$	149,103	$	1,442,460

* Amount includes $130.0 million to pay off the outstanding balance on RPT’s credit facility at closing, additional consideration of approximately $19.1 million relating to transaction costs incurred by RPT and $0.1 million of cash paid in lieu of issuing fractional Kimco common shares.

Summary of Purchase Price Allocation

The following table summarizes the purchase price allocation based on the Company's initial valuation and subsequent adjustments, including estimates and assumptions of the acquisition date fair value of the tangible and intangible assets acquired and liabilities assumed (in thousands):


	Purchase Price Allocation
Land	$	312,343
Building and improvements		1,343,156
In-place leases		220,231
Above-market leases		12,861
Real estate assets		1,888,591
Investments in and advances to real estate joint ventures		433,345
Investments in and advances to other investments		12,672
Operating lease right-of-use assets, net		6,128
Accounts receivable and other assets		57,529
Total assets acquired		2,398,265

Notes payable		(821,500	)
Accounts payable and other liabilities		(53,213	)
Operating lease liabilities		(13,506	)
Below-market leases		(67,586	)
Total liabilities assumed		(955,805	)

Total purchase price	$	1,442,460

The following table details the weighted average useful lives, in years, of the purchase price allocated to real estate and related intangible assets and liabilities acquired arising from the RPT Merger:


	Weighted Average Useful Life (in Years)
Land	n/a
Buildings		50.0
Building improvements		45.0
Tenant improvements		3.9
In-place leases		3.1
Above-market leases		3.7
Below-market leases		22.1
Operating right-of-use assets		81.3

Summary of Pro Forma Information


	Year Ended December 31,
	2024		2023
Revenues from rental properties, net	$	2,019.1	$	1,945.7
Net income (1)	$	444.7	$	654.1
Net income available to the Company’s common shareholders (1)	$	401.0	$	606.9

(1)

The pro forma net income for the year ended December 31, 2024 was adjusted to exclude $25.2 million of Merger charges, while the pro forma net income for the year ended December 31, 2023 was adjusted to include $25.2 million of Merger charges incurred.