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Text: The Kimco management team participating on the call today include Conor Flynn, Kimco's CEO; Ross Cooper, President and Chief Investment Officer; Glenn Cohen, our CFO; and David Jamieson, Kimco's Chief Operating Officer; as well as other members of our executive team that are also available to answer questions during the call.
Reconciliations of these non-GAAP financial measures can be found in the Investor Relations area of our website.
Also in the event our call was to incur technical difficulties, we'll try to resolve as quickly as possible and if the need arises, we'll post additional information to our IR website.
Today, I will share the highlights of the quarter, provide a recap of our now closed strategic merger with Weingarten and give an update on the strong leasing environment.
Ross will give an update on the transaction market, and Glenn will cover our operating metrics in detail, discuss our improved balance sheet, Albertsons valuation and the proactive use of our ATM and how we can take advantage of opportunities in the market.
He'll close with an updated outlook for the balance of the year.
While we have only owned Weingarten for a partial quarter, our expanded portfolio of grocery-anchored and mixed-use properties is already validating our investment thesis.
To date, we are exceeding our initial underwriting on all major metrics, including FFO, occupancy, spreads and renewal rates.
Our dedicated team has done a remarkable job closing on the merger ahead of schedule and implementing an integration plan that included onboarding and training over 100 new employees, significant systems integration and property management, all while staying focused on executing our strategy.
On the operational front, leasing demand continues to be robust across the portfolio with the bright spot being the rebound in demand for small shops.
This was illustrated by the portfolio delivering another quarter of improved results, including a sequential increase in occupancy and positive leasing spreads.
Our pro-rata U.S. occupancy is up 20 basis points to 94.1 percent, while anchor occupancy remained flat at 96.9 percent.
And small shop occupancy rose 180 basis points over prior quarter to 87.3 percent, an increase of 60 basis points year-over-year.
New lease spreads were a positive 5 percent, with 141 new leases signed, totaling 605,000 square feet.
Spreads for renewals and options finished at positive 4.9 percent.
We closed the quarter with 270 renewals and options totaling 1.4 million square feet, exceeding the five-year average number of renewals and options reported during the third quarter by 40 percent and exceeded average GLA renewed by 38 percent.
Combined spreads for third quarter 2021 were positive 4.9 percent and with total 3Q, '21 deal volume reaching 411 deals totaling 2,050,321 square feet.
411 leases executed represents the most transactions reported during a quarter since the first quarter of 2018.
Our same-site NOI growth was positive 12.1 percent, including a 30 basis point contribution from redevelopments.
The same-site population does not include the Weingarten sites since we only had them for a partial quarter.
With the continued strength in leasing, we have maintained our 300 basis point spread of leased versus economic occupancy similar to last quarter.
As of September 30, 2021, we had over 400 signed leases representing $44.8 million of pro-rata annualized base rents awaiting rent commencement.
While the operating environment remains favorable, we cannot let down our guard, inflation, supply chain issues in the labor market, together or alone, can impact our business, and that is why we continue to look for the most resilient assets, improve operational efficiencies and seek out ways to help our tenants succeed.
We continue to grow our portfolio in the high-growth Sunbelt markets and are committed to being the last-mile solution for tenants.
There is no question that our mission-critical, last-mile brick-and-mortar locations are proving to be durable solutions for consumers, retailers and many other businesses that want scale and reach to serve the end customer.
In closing, we are pleased with the progress we have made and believe that we have positioned Kimco for sustainable growth over the long term with a combination of internal and external growth levers.
Our talented and deep team is focused on execution as we're in a unique position to take advantage of a wide range of opportunities.
We continue to believe we're building something special, and the best is yet to come.
It's been quite an exciting quarter at Kimco, and the excitement has continued into the fourth quarter, as I will discuss shortly.
There is no question that open-air shopping centers provide one of the best risk-adjusted returns of all asset classes.
We continue to see additional capital sources, new and old, gaining conviction in quality open-air retail, leading to the compression of cap rates.
We are fortunate to be in a position with multiple investment strategies that enable us to be active when opportunities arise, but also patient when things become too frothy.
With the finalization of the Weingarten merger, we've been able to execute on several accretive investments and new initiatives and with the addition of new joint venture partners inherited through Weingarten, we are excited about potential growth opportunities.
Subsequent to quarter end, we acquired the remaining 70 percent interest in a portfolio of six Publix-anchored Sunbelt-region shopping centers from our existing joint venture partner, Jamestown, for a gross purchase price of $425.8 million.
The Publix-anchored assets represent over 1.2 million square feet of gross leasable area in infill markets throughout the Southeast, with five located in the top-performing South Florida market and one in the high-growth Atlanta market.
Subsequently, Kimco entered into a joint venture partnership with Blackstone Real Estate Income Trust, under which we will both own 50 percent and Kimco will continue to manage the portfolio.
It is rare to have the ability to buy a portfolio like this with short-term mark-to-market opportunities and exceptional tenant sales.
We are thrilled to be partnering with Blackstone again on our new strategic venture.
Also post quarter end and in line with our value creation strategy, we were successful in buying out our partner's 85 percent interest in two grocery-anchored centers in California.
Anaheim Plaza is one of the jewels of our Southern California portfolio with extraordinary highway visibility in frontage and two grocery anchors at the same property both performing exceptionally well.
The second asset is Brookvale Shopping Center located in Fremont, California anchored by a lucky supermarket in CVS.
The gross purchase price of the two assets was $134 million.
Turning to our redevelopment program.
It continues to move ahead, beginning with property-level entitlements and then selectively and creatively activating a few at a time.
While the structure and exit strategy are determined on a case-by-case basis, we see the upside knowing these infill locations are being built at a significant relative spread to the stabilized cap rate.
Comps in multifamily, industrial and other asset classes are regularly transacting with cap rates starting in the 2s and 3s.
Additionally, we're continuing our structured investment program with a disciplined approach and an emphasis placed on location, demographics, quality of tenancy and operational strength of the sponsors.
We view the base case of these investments as a true win-win, either generating an attractive return with a repayment down the road or exercising our right of first refusal and owning the properties outright.
On that front, we completed a $21.5 million mezzanine financing on a strong performing center in San Antonio called Alamo Ranch.
In just a few short months, San Antonio has gone from a market that was on our target list at Kimco to a major contributor in our portfolio with the Weingarten merger and now our second structured investment there.
We continue to pursue additional opportunities in San Antonio, one of the fastest-growing MSAs in the country.
We also sold three small low-growth assets this quarter.
Two single tenant boxes and an undeveloped parcel for a total of $23.5 million at a flat 5 percent cap.
While dispositions will remain a relatively small component of our investment strategy, we will be prudent in disposing of low-growth assets and undeveloped parcels from which we can redeploy the capital.
To repeat Conor's statement, we are confident that the best is yet to come.
Off to Glenn for the financials.
We are pleased to report very strong third-quarter results.
Overall, the portfolio continues to produce improving results, including record quarterly revenue, increased occupancy, positive leasing spreads, strong same-site NOI growth, increased collections, and lower credit loss.
Our balance sheet metrics are also at the strongest levels ever.
As you might expect, the completion of the $5.9 billion Weingarten merger, which closed in early August was a key contributor.
While we did not have a full quarter of contribution from the addition of the Weingarten portfolio, the benefits are clearly apparent.
Our team has put in enormous effort to accomplish the successful integration of Weingarten in a very short period of time.
We couldn't be prouder.
Now for some details on our third-quarter results.
NAREIT FFO was $173.7 million or $0.32 per diluted share and includes $47 million or $0.08 per diluted share of merger-related expenses.
This compares to the third quarter 2020 NAREIT FFO of $106.7 million or $0.25 per diluted share, which includes aggregate charges of $16.1 million or $0.04 per diluted share related to severance for our voluntary early retirement program and early redemption of $485 million of unsecured bonds.
The increase in FFO was primarily driven by higher NOI of $98.7 million, of which the Weingarten merger contributed $62.6 million.
In addition, NOI benefited from lower credit loss of $30.7 million and higher straight-line rent of $14.5 million, including $2 million from the Weingarten portfolio.
Improvements in collections and new leases commencing during the quarter were the major contributors.
Specifically, during the third quarter, we collected approximately 98 percent of base rents.
We also collected 80 percent of rents due from cash basis tenants, up from 77 percent last quarter.
Furthermore, collections of prior period amounts from cash basis tenants totaled $8 million during the third quarter of 2021.
Our cash basis tenants comprise 9.1 percent of pro-rata annualized base rents.
If we excluded the addition of the Weingarten cash basis tenants, this amount would have been 7.3 percent, which compares favorably to the 8.8 percent level reported last quarter.
In connection with the preliminary purchase price allocation for the Weingarten transaction, the debt we assumed was recorded at a fair value, which was $107 million higher than the face amount.
This resulted in $6.2 million of fair market value amortization for the third quarter, which reduces interest expense and is also part of the FFO improvement.
We expect to finalize our purchase price allocation by year-end.
During the third quarter, FFO also included approximately $6 million or $0.01 per diluted share related to one-time contributions from several joint ventures and higher lease termination fees.
Turning to the balance sheet.
We had an active quarter in the capital markets.
We issued a new $500 million unsecured bond at a coupon of 2.25 percent, the lowest coupon for 10-year unsecured financing in the company's history.
Proceeds from this issuance were primarily used to fund the cash component of the merger consideration and the merger costs.
We also opportunistically used our ATM equity program to issue 3.5 million shares of common stock, raising almost $77 million in net proceeds to fund some of the investment activity Ross just mentioned.
This is in addition to the 179.9 million shares of common stock issued in connection with the Weingarten merger valued at $3.7 billion.
We also assumed $1.8 billion of debt, including the fair value adjustment as part of the Weingarten merger.
Total common shares outstanding at quarter-end was 616.4 million, and we expect this should be a good guide for the fourth quarter.
As anticipated, the Weingarten merger was a deleveraging event.
As of September 30, net debt to EBITDA on a look-through basis, including pro-rata share of joint venture debt and preferred stock outstanding was seven times.
This metric only includes two months of EBITDA from the Weingarten merger, but all of the debt assumed.
On a pro forma basis, including a full quarter of EBITDA from Weingarten, look through net debt-to-EBITDA would be 6.3 times, representing the lowest level since we began tracking this metric.
Our liquidity position also remains very strong.
We ended the third quarter with over $450 million of cash and full availability on our $2 billion revolving credit facility.
In addition, during the third quarter, the value of our Albertsons marketable security investment climbed to more than $1.2 billion after increasing by $457 million, which is included in net income but not FFO for the quarter.
We continue to evaluate our opportunities to begin the Albertsons monetization process.
As we look ahead during 2022, we will have a variety of potential uses for the capital from the redemption of our preferred stock issuances that become callable, bonds that mature in October and November of 2022, and accretive investment opportunities.
As our overall business continues to recover from the effects of the pandemic and as we begin to benefit from the successful merger and integration of the Weingarten portfolio, we are raising our full-year 2021 NAREIT FFO per share guidance range to $1.36 to $1.37, which includes $0.10 per diluted share of merger-related costs and the inclusion of the Weingarten portfolio for five months.
This compares to previous NAREIT FFO per share guidance of $1.29 to $1.33, which did not include any impact from the Weingarten merger except $0.01 related to merger costs.
As I touched upon, our third quarter FFO includes a total of $0.03 per share related to items that were more onetime in nature and which were not budgeted for as recurring items.
This includes $0.02 per diluted share from improvements in credit loss and another $0.01 from contributions from joint ventures and lease termination fees.
We will provide initial 2022 guidance on our next earnings call.

user
q3 ffo per share $0.32.
qtrly ffo of $0.32 per diluted share, including merger related costs of $47 million.
sees 2021 nareit ffo of $1.36 to $1.37.
qtrly nareit funds from operations $0.32 per diluted share.
same-property noi, including redevelopments, increased 12.1% for q3 of 2021.

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