Kimco Realty Corporation (KIM)
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AGM 2020

Apr 28, 2020

Speaker 1

Welcome to

Speaker 2

the 2020 Annual Kimco Stockholders Meeting. I would now like to turn the call over to the Chief Executive Officer, Conor Flynn.

Speaker 1

Good morning, and welcome to the 2020 Annual Meeting of the Stockholders of Kimco Realty Corporation. I am Conor Flynn, a member of the Board of Directors and your Chief Executive Officer. This year, we are pleased to conduct our annual meeting virtually via the Internet. This virtual annual meeting allows us to ensure the health and safety of our directors, officers, employees and stockholders as we respond to the challenges of the coronavirus outbreak. I would like to formally call this 2020 Annual Meeting of the Stockholders of Kimco Realty Corporation to order.

In attendance virtually are my fellow directors currently serving as members of your Board, Milton Cooper, Executive Chairman of the Board Bill Coviello Franco Lorenzo, Colom Nicholas, Mary Hogan Proust, Valerie Richardson and Richard Salzman. Also attending virtually are a number of key members of Kimco's management team. They include Ross Cooper, President and Chief Investment Officer Glenn Cohen, Executive Vice President, Chief Financial Officer and Treasurer Dave Jamieson, Executive Vice President and Chief Operating Officer Bruce Rubenstein, Executive Vice President, General Counsel and Secretary. Other key Kimco associates are also participating in the virtual meeting. The nominees standing for reelection for the 8 Board of Director positions to be filled at this annual meeting are Milton Cooper, Philip Coviello, Frank Lorenzo, Colome Nicholas, Mary Hogan Proust, Valerie Richardson, Richard Salzman and myself.

The Secretary will file the affidavit of distribution of the notice of this meeting with the minutes. He has informed me that there is a quorum present. Proxies. Stockholders who previously authorized a proxy to vote on their behalf need not vote today unless they wish to change their vote. Inspectors of Elections.

Glenn Cohen and Patricia Hoffman have been appointed as Inspectors of Election to conduct the voting at this meeting. As Hoffman is a representative of Broadridge Financial Solutions, Inc. Their oaths will be filed with a minute. The items to be voted on today, there are 4 items in the order of the business. Proposal 1 is the election of directors.

Proposal 2 is the advisory resolution to approve the company's executive compensation as described in the proxy statement otherwise known as the stay on pay on vote. Proposal 3 is to ratify the appointment of PricewaterhouseCoopers LLP as the company's independent registered public accounting firm for 2020. And proposal 4 is to consider the vote upon the company's 2020 equity participation plan. The polls are now open for voting. Any stockholder who hasn't yet voted or wishes to change their vote may do so by clicking on the voting button on the web portal and following the instructions there.

Stockholders who have sent in proxies or voted via telephone or Internet and do not want to change their vote do not need to take any further action. We will now wait a minute or 2 for voting. The polls are now closed and we will ask the inspectors to now tabulate the vote. The inspectors have informed me that they have completed the preliminary vote count. For proposal 1, each of the nominees for election to the Board of Directors has received the affirmative vote of a majority of the total votes cast.

Accordingly, all the nominees have been elected. I'd like to extend my congratulations to all of the directors. Proposal 2, the advisory resolution to approve the company's executive compensation as described in the proxy statement, has received the affirmative vote of majority of all the votes cast on this proposal at the meeting. The Board will give the stockholder vote due consideration. Proposal 3, to ratify the appointment of PricewaterhouseCoopers LLP as the company's independent registered public accounting firm for 2020 has received the affirmative vote of a majority of all the votes cast on this proposal at the meeting.

Accordingly, proposal 3 has passed. Proposal 4, to approve the company's 2020 Equity Participation Plan, has received the affirmative vote of a majority of all the votes cast on this proposal at the meeting. Accordingly, proposal 4 has passed. The inspectors will make a final report, which will be included in the company's current report on Form 8 ks to be filed with the Securities and Exchange Commission. There being no further business to come before the meeting, the meeting is now adjourned.

Thank you very much. We will now provide you with a presentation on the state of business, followed by a brief question and answer period. I'd like to start by thanking all of you for joining us in this new format as we've all had to adopt and improvise during these trying times. I am also grateful for your commitment to Kimco and sincerely hope that you and your families are feeling well through all of this. I will begin by highlighting some of our major accomplishments during 2019.

And as you all are accurately aware, the world is quite a different place today than it was at the close of 2019. I'll then spend a few moments discussing how we've responded to COVID-nineteen crisis and how we're navigating forward. Although the events of the last few months could not have been predicted, the work that we have done over the last several years in fortifying our balance sheet, refining our portfolio, investing in technology have prepared us well to weather this storm. We remain focused on executing our 2020 vision strategy, which is designed to help us successfully navigate the challenging and rapidly changing retail landscape even in the unexpected environment we are facing today. That strategy was founded on 3 key pillars: upgrade the portfolio, unlock the embedded value of the portfolio and maintain a strong and flexible balance sheet.

Our 2019 operating results were the clearest evidence yet of our steadfast commitment to our 2020 vision plan and they highlight the quality of our refined portfolio, which stands at just over 400 U. S. Shopping centers and mixed use assets, comprising of over 72,000,000 square feet concentrated in the top 20 major metropolitan markets. We achieved 3% growth in same site net operating income, exceeding the high end of our guidance range for the year, marking 38 consecutive quarters of positive same site growth. And we ended the year all time high occupancy at 96.4% and anchor occupancy at 98.9%.

Spreads on new leases were an impressive 20.8% for the year and Q4 of 2019 was the 24th consecutive quarter where spreads on new leases exceeded 10%. While the industry will likely see change in the years to come, brick and mortar retail will continue to play an integral part of retailer strategies. If there's anything the COVID-nineteen crisis has taught us is that brick and mortar is still absolutely critical. And over the last several years, we've seen the most successful retailers use their physical stores as platforms for launching pioneer omni channel strategies, such as the successful buy online, pick up in store initiative, curbside delivery and innovations in automation and order fulfillment. With the right population of assets in our portfolio, our focus shifted to unlocking the highest and best use of our real estate.

Through our mixed use redevelopment platform, we are attracting the live, work, play population by adding density, traffic and value to our properties with the addition of other complementary uses like residential and office. Our Signature Series pipeline is producing flagship assets that will be meaningful contributors to our long term growth. As we began to mine our portfolio for redevelopment and mixed use opportunities, we found that the potential for value creation was even greater than we had originally imagined. We have now secured entitlements for more than 4,500 apartment units, more than 800 hotel keys and 1,200,000 square feet of office space on only 8 of our 400 plus assets. While we believe this strategy supports the future of retail, we're cognizant of the current environment and focused on balancing risk with our cost of capital.

When and where it makes responsible fiscal sense, we'll move ahead with these projects. We also have the option to execute ground leases or sell off the entitled land if we're not comfortable undertaking the project ourselves. In times of change and uncertainty, we find comfort in our balance sheet. During 2019, we redeemed 3 separate classes of preferred stock totaling $575,000,000 with a blended weighted average rate of 5.69%, issued $350,000,000 of 30 year unsecured bonds with a coupon of 3.7 percent and raised $200,000,000 through the issuance of 9,500,000 shares of common stock at a weighted average net price of $21.03 per share under the company's ATM program. As a result of these transactions, we reduced our look through net debt to EBITDA by 3 tenths to 7.2 times.

And we are proud to be one of only a select few REITs across all sectors with investment grade unsecured debt ratings of BBB plus Baa1. We also extended our debt maturity profile to 10.6 years, which remains one of the longest in the REIT industry. As we look towards the future and the long runway of opportunities ahead of us, we have not lost sight of our responsibility to listen to and engage with our many stakeholders, including tenants, shoppers, communities, local governments, our associates and our shareholders. Our 2019 NAREIT Leader in the Light Award, our inclusion in Newsweek's America's Most Responsible Companies and our addition to the Footsie For Good Index series were crowning achievements in 2019 that highlight the importance we place on environmental, social and government. This philosophy of engaging with all stakeholders is more important than ever given the situation we face today.

1 of our associates recently shared a quote that I find especially appropriate, moved seas never made a skilled sailor. With that in mind, I'd like to take a minute to discuss how Kimco is navigating the COVID-nineteen pandemic. We have developed a comprehensive COVID-nineteen response program, which supports our tenants, the communities our shopping centers reside and our Kimco associates. We have implemented tenant programs for rent relief and rolled out a nationwide tenant assistance program, TAP, which funds free legal assistance to help our tenants navigate and apply for government sponsored disaster relief funds. We have supported our local communities by using our shopping centers to assist with hookup blood drives, school lunch pickup programs, lunch donations for frontline medical workers and drive through COVID-nineteen testing facilities.

And for our associates, we have equipped them with the technology to work comfortably and safely from home and to create an environment where we can stay connected and motivated through this unique period of time. I couldn't be more proud of the Kimco team than I am today. Our associates have fully committed themselves to assisting our tenants and to supporting our communities and each other. Furthermore, our refined portfolio is playing a crucial role as 78% of our annual base rent today comes from grocery anchored shopping centers. These stores together with other essential retailers are providing people with continued access to day to day necessities.

This is especially critical as online resources are also suffering their own challenges and fulfilling orders in a timely manner. Despite what the new normal might look like, the grocery anchored center will remain a staple in the lives of consumers. As I mentioned previously, our balance sheet serves as significant source of strength and we proactively expanded our liquidity position during the Q1 of 2020. This included closing on a new $2,000,000,000 revolving credit facility that doesn't mature until 2025 at our option and a new $590,000,000 term loan that we closed in April. With the completion of these recent activities, Kimco now has the largest liquidity level in the entire shopping center sector.

We have over $900,000,000 in cash on our balance sheet, dollars 1,300,000,000 available on our revolving credit facility and more than 300 unencumbered properties in our portfolio. This offers sufficient capacity to cover the $171,000,000 of pro rata debt maturing in 2020 as we ride out this health crisis. At some point, this too shall pass. And as Milton likes to say, we'll survive and learn lasting lessons that will enable us to thrive. The decade ahead will undoubtedly bring more change, more challenges, but also more opportunity.

We are prepared with our refined portfolio, streamlined operations, our best in class team and our fortified balance sheet to embrace the inevitable change, strategically execute on the opportunities we have uncovered and continue to create vibrant communities that will produce value for our shareholders for years to come. I would now be happy to entertain any appropriate questions that you may have concerning the company or its business. I also note that Rachel Klein from PricewaterhouseCoopers LLP, the company's independent registered public accounting firm is also available to entertain appropriate questions.

Speaker 2

The first question comes from the United Brotherhood of Carpenters. The Carpenters Union appreciates the efforts of the company to address the difficulties faced by employees, tenants and other important stakeholders during the pandemic. They also are appreciative in the speed of getting the tenant assistance program up and running in an impressive fashion. The question they have is, while it's early in assessing the long term implications of the pandemic, The question is, should there be a fundamental reevaluation of the executive compensation policies going forward, including the use of equity awards?

Speaker 1

That question really is tied to our executive compensation committee. I can tell you that they do have, paid governance as an external consultant that is bringing them up to speed on all different ways the compensation program can be tweaked and amended and looked through, as this pandemic unfolds. And so I think they are well up to speed on all the different tools in their toolbox and pay governance has been the advisor there. So I think they're going to follow, best practices as they always have. Board think it will maintain

Speaker 2

its dividend through this crisis? Does the Board think it will maintain its dividend through this crisis?

Speaker 1

One of the unique situations that we're in right now is we have not actually concluded our Board meeting and we have not yet had our earnings call. So we are in a quiet period and a Reg FD period where those conversations will be ongoing and we'll make the best assessment, after that we've discussed with the Board, at those meetings.

Speaker 2

The next question is what percentage of tenants did not pay rent in April?

Speaker 1

Again, as I said earlier, we have yet to report our earnings. And so because of the quiet period we're in, we can't comment directly on that. We will be reporting May 8 and have all the detail regarding all of the rent collections and the efforts we've made there.

Speaker 2

There are no further questions at this time.

Speaker 1

That, ladies and gentlemen, concludes our presentation. I want to thank you for joining today's virtual meeting and for your interest in the affairs of your company. Many thanks. Take good care and stay safe.

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