What changed in this filing

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Item 1. Financial Statements

2022-08-05 compared with 2022-05-06 · 210 added, 142 removed, 670 unchanged (34% of the section changed)

17 unchanged sentences

Total assets $ 7,384,887 $ 7,639,575

Liabilities and Shareholders’ Equity:

Liabilities and Equity:

Mortgage and other indebtedness, net $ 3,001,170 $ 3,150,808

6 unchanged sentences

219,100,998 and 218,949,569 shares issued and outstanding at

March 31, 2022 and December 31, 2021, respectively

June 30, 2022 and December 31, 2021, respectively

Additional paid-in capital 4,900,986 4,898,673

4 unchanged sentences

Total equity 3,896,348 3,927,193

Total liabilities and shareholders’ equity $ 7,573,694 $ 7,639,575

Total liabilities and equity $ 7,384,887 $ 7,639,575

The accompanying notes are an integral part of these consolidated financial statements.

2 unchanged sentences

($ in thousands, except share and per share data)

Three Months Ended March 31,

Three Months Ended June 30, Six Months Ended June 30,

2022 2021 2022 2021

Rental income $ 194,261 $ 67,990 $ 384,119 $ 135,880

13 unchanged sentences

Income tax benefit of taxable REIT subsidiary 188 100 259 218

Equity in loss of unconsolidated subsidiaries ( 314 ) ( 318 )

Other expense, net ( 103 ) ( 206 )

Net (loss) income ( 16,826 ) 25,355

Net loss (income) attributable to noncontrolling interests 22 ( 778 )

Net (loss) income attributable to common shareholders $ ( 16,804 ) $ 24,577

Net (loss) income per common share – basic & diluted $ ( 0.08 ) $ 0.29

Equity in earnings (loss) of unconsolidated subsidiaries 114 ( 244 ) ( 200 ) ( 562 )

Other (expense) income, net ( 162 ) 227 ( 265 ) 19

Net income (loss) 13,445 ( 95 ) ( 3,381 ) 25,259

Net income attributable to noncontrolling interests ( 314 ) ( 147 ) ( 292 ) ( 926 )

Net income (loss) attributable to common shareholders $ 13,131 $ ( 242 ) $ ( 3,673 ) $ 24,333

Net income (loss) per common share – basic and diluted $ 0.06 $ 0.00 $ ( 0.02 ) $ 0.29

Weighted average common shares outstanding – basic 219,073,778 84,509,871 219,027,729 84,423,703

1 unchanged sentence

Dividends declared per common share $ 0.20 $ 0.17 $ 0.39 $ 0.32

Net (loss) income $ ( 16,826 ) $ 25,355

Net income (loss) $ 13,445 $ ( 95 ) $ ( 3,381 ) $ 25,259

Change in fair value of derivatives 17,559 1 56,497 6,732

Total comprehensive income 22,112 32,088

Comprehensive income attributable to noncontrolling interests ( 203 ) ( 974 )

Comprehensive income attributable to Kite Realty Group Trust $ 21,909 $ 31,114

Total comprehensive income (loss) 31,004 ( 94 ) 53,116 31,991

Comprehensive income attributable to noncontrolling

( 727 ) ( 154 ) ( 930 ) ( 1,129 )

Comprehensive income (loss) attributable to the Company $ 30,277 $ ( 248 ) $ 52,186 $ 30,862

The accompanying notes are an integral part of these consolidated financial statements.

10 unchanged sentences

Stock compensation activity 93,334 1 1,821 — — 1,822

Other comprehensive income attributable to Kite Realty Group Trust — — — 38,713 — 38,713

Other comprehensive income — — — 38,713 — 38,713

Distributions declared to common shareholders — — — — ( 41,600 ) ( 41,600 )

2 unchanged sentences

Balance at March 31, 2022 219,042,903 $ 2,190 $ 4,894,897 $ 22,811 $ ( 1,021,317 ) $ 3,898,581

Stock compensation activity 58,095 1 2,850 — — 2,851

Other comprehensive income — — 17,146 — 17,146

Distributions declared to common shareholders — — — — ( 43,808 ) ( 43,808 )

Net income attributable to common shareholders — — — — 13,131 13,131

Adjustment to redeemable noncontrolling interests — — 3,239 — — 3,239

Balance at June 30, 2022 219,100,998 $ 2,191 $ 4,900,986 $ 39,957 $ ( 1,051,994 ) $ 3,891,140

Balance at December 31, 2020 84,187,999 $ 842 $ 2,085,003 $ ( 30,885 ) $ ( 824,306 ) $ 1,230,654

Stock compensation activity 182,486 2 1,464 — — 1,466

Other comprehensive income attributable

to Kite Realty Group Trust — — — 6,537 — 6,537

Other comprehensive income — — — 6,537 — 6,537

Distributions declared to common shareholders — — — — ( 12,992 ) ( 12,992 )

4 unchanged sentences

Balance at March 31, 2021 84,486,182 $ 845 $ 2,068,095 $ ( 24,348 ) $ ( 812,721 ) $ 1,231,871

Stock compensation activity 35,467 — 1,977 — — 1,977

Other comprehensive loss — — — ( 6 ) — ( 6 )

Distributions declared to common shareholders — — — — ( 14,363 ) ( 14,363 )

Net loss attributable to common shareholders — — — — ( 242 ) ( 242 )

Exchange of redeemable noncontrolling interests for common shares 25,000 — 530 — — 530

Adjustment to redeemable noncontrolling interests — — ( 6,292 ) — — ( 6,292 )

Balance at June 30, 2021 84,546,649 $ 845 $ 2,064,310 $ ( 24,354 ) $ ( 827,326 ) $ 1,213,475

The accompanying notes are an integral part of these consolidated financial statements.

2 unchanged sentences

(in thousands)

Three Months Ended March 31,

Six Months Ended June 30,

Cash flows from operating activities:

13 unchanged sentences

Cash flows from investing activities:

Acquisition of interests in properties ( 44,262 ) —

Acquisitions of interests in properties ( 65,765 ) —

Capital expenditures ( 58,731 ) ( 21,194 )

1 unchanged sentence

Net proceeds from sales of operating properties 65,408 2,484

Investment in short-term deposits 125,000 ( 125,000 )

Small business loan repayments 372 371

Change in construction payables ( 717 ) 2,745

Net cash (used in) provided by investing activities ( 62,183 ) 33,882

Distribution from unconsolidated joint venture 1,144 —

Net cash provided by (used in) investing activities 68,646 ( 99,466 )

Cash flows from financing activities:

41 unchanged sentences

Common equity, 219,100,998 and 218,949,569 units issued and outstanding

at March 31, 2022 and December 31, 2021, respectively

at June 30, 2022 and December 31, 2021, respectively

3,851,183 3,937,949

9 unchanged sentences

(in thousands, except unit and per unit data)

Three Months Ended March 31,

Three Months Ended June 30, Six Months Ended June 30,

2022 2021 2022 2021

Rental income $ 194,261 $ 67,990 $ 384,119 $ 135,880

13 unchanged sentences

Income tax benefit of taxable REIT subsidiary 188 100 259 218

Equity in loss of unconsolidated subsidiaries ( 314 ) ( 318 )

Other expense, net ( 103 ) ( 206 )

Net (loss) income ( 16,826 ) 25,355

Equity in earnings (loss) of unconsolidated subsidiaries 114 ( 244 ) ( 200 ) ( 562 )

Other (expense) income, net ( 162 ) 227 ( 265 ) 19

Net income (loss) 13,445 ( 95 ) ( 3,381 ) 25,259

Net income attributable to noncontrolling interests ( 182 ) ( 132 ) ( 326 ) ( 264 )

Net (loss) income attributable to common unitholders $ ( 16,970 ) $ 25,223

Allocation of net (loss) income:

Net income (loss) attributable to common unitholders $ 13,263 $ ( 227 ) $ ( 3,707 ) $ 24,995

Allocation of net income (loss):

Limited Partners $ 132 $ 15 $ ( 34 ) $ 662

1 unchanged sentence

$ 13,263 $ ( 227 ) $ ( 3,707 ) $ 24,995

Net (loss) income per common unit – basic & diluted $ ( 0.08 ) $ 0.29

Net income (loss) per common unit – basic and diluted $ 0.06 $ 0.00 $ ( 0.02 ) $ 0.29

Weighted average common units outstanding – basic 221,879,784 86,986,054 221,655,238 86,924,446

1 unchanged sentence

Distributions declared per common unit $ 0.20 $ 0.17 $ 0.39 $ 0.32

Net (loss) income $ ( 16,826 ) $ 25,355

Net income (loss) $ 13,445 $ ( 95 ) $ ( 3,381 ) $ 25,259

Change in fair value of derivatives 17,559 1 56,497 6,732

Total comprehensive income 22,112 32,088

Comprehensive income attributable to noncontrolling interests ( 144 ) ( 132 )

Comprehensive income attributable to common unitholders $ 21,968 $ 31,956

Total comprehensive income (loss) 31,004 ( 94 ) 53,116 31,991

Comprehensive income attributable to noncontrolling

( 182 ) ( 132 ) ( 326 ) ( 264 )

Comprehensive income (loss) attributable to common

$ 30,822 $ ( 226 ) $ 52,790 $ 31,727

The accompanying notes are an integral part of these consolidated financial statements.

14 unchanged sentences

Balance at March 31, 2022 $ 3,875,770 $ 22,811 $ 3,898,581

Stock compensation activity 2,851 — 2,851

Other comprehensive income attributable to Parent Company — 17,146 17,146

Distributions declared to Parent Company ( 43,808 ) — ( 43,808 )

Net income attributable to Parent Company 13,131 — 13,131

Adjustment to redeemable noncontrolling interests 3,239 — 3,239

Balance at June 30, 2022 $ 3,851,183 $ 39,957 $ 3,891,140

Balance at December 31, 2020 $ 1,261,539 $ ( 30,885 ) $ 1,230,654

7 unchanged sentences

Balance at March 31, 2021 $ 1,256,219 $ ( 24,348 ) $ 1,231,871

Stock compensation activity 1,977 — 1,977

Other comprehensive loss attributable to Parent Company — ( 6 ) ( 6 )

Distributions declared to Parent Company ( 14,363 ) — ( 14,363 )

Net loss attributable to Parent Company ( 242 ) — ( 242 )

Conversion of Limited Partner Units to shares of the Parent Company 530 — 530

Adjustment to redeemable noncontrolling interests ( 6,292 ) — ( 6,292 )

Balance at June 30, 2021 $ 1,237,829 $ ( 24,354 ) $ 1,213,475

The accompanying notes are an integral part of these consolidated financial statements.

3 unchanged sentences

(in thousands)

Three Months Ended March 31,

Six Months Ended June 30,

Cash flows from operating activities:

17 unchanged sentences

Net proceeds from sales of operating properties 65,408 2,484

Investment in short-term deposits 125,000 ( 125,000 )

Small business loan repayments 372 371

Change in construction payables ( 717 ) 2,745

Net cash (used in) provided by investing activities ( 62,183 ) 33,882

Distribution from unconsolidated joint venture 1,144 —

Net cash provided by (used in) investing activities 68,646 ( 99,466 )

Cash flows from financing activities:

17 unchanged sentences

Notes to Consolidated Financial Statements

March 31, 2022

June 30, 2022

($ in thousands, except share, per share, unit and per unit amounts and where indicated in millions or billions)

6 unchanged sentences

We believe the Company qualifies as a real estate investment trust (“REIT”) under provisions of the Internal Revenue Code of 1986, as amended.

The Parent Company is the sole general partner of the Operating Partnership, and as of March 31, 2022 owned approximately 98.9 % of the common partnership interests in the Operating Partnership (“General Partner Units”).

The Parent Company is the sole general partner of the Operating Partnership, and as of June 30, 2022 owned approximately 98.7 % of the common partnership interests in the Operating Partnership (“General Partner Units”).

The remaining 1.3 % of the common partnership interests (“Limited Partner Units” and, together with the General Partner Units, the “Common Units”) were owned by the limited partners.

5 unchanged sentences

Certain information and footnote disclosures normally included in the financial statements prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) may have been condensed or omitted pursuant to such rules and regulations, although management believes that the disclosures are adequate to make the presentation not misleading.

The unaudited financial statements as of March 31, 2022 and for the three months ended March 31, 2022 and 2021 include all adjustments, consisting of normal recurring adjustments, necessary in the opinion of management to present fairly the financial information set forth therein.

The unaudited financial statements as of June 30, 2022 and for the three and six months ended June 30, 2022 and 2021 include all adjustments, consisting of normal recurring adjustments, necessary in the opinion of management to present fairly the financial information set forth therein.

The consolidated financial statements in this Form 10-Q should be read in conjunction with the audited consolidated financial statements and related notes thereto included in the combined Annual Report on Form 10-K of the Parent Company and the Operating Partnership for the year ended December 31, 2021.

6 unchanged sentences

The transaction value was approximately $ 4.7 billion, including the assumption of approximately $ 1.8 billion of debt.

We acquired 100 operating retail properties and five active development projects through the Merger along with multiple parcels of entitled land for future value creation.

We acquired 100 operating retail properties and five development projects through the Merger along with multiple parcels of entitled land for future value creation.

Pursuant to the terms of the Merger Agreement, each outstanding share of RPAI common stock converted into the right to receive 0.623 common shares of the Company plus cash in lieu of fractional Company shares.

1 unchanged sentence

In connection with the Merger, the Operating Partnership issued an equivalent amount of General Partner Units to the Parent Company.

As of March 31, 2022, we owned interests in 181 operating retail properties totaling approximately 28.8 million square feet and one office property with 0.3 million square feet.

As of June 30, 2022, we owned interests in 181 operating retail properties totaling approximately 28.8 million square feet and one office property with 0.3 million square feet.

Of the 181 operating retail properties, 11 contain an office component.

We also owned seven development projects under construction as of this date.

We also owned five development projects under construction as of this date.

Of the 181 operating retail properties, 178 are consolidated in these financial statements and the remaining three are accounted for under the equity method.

1 unchanged sentence

Components of Investment Properties

The following table summarizes the composition of the Company’s investment properties as of March 31, 2022 and December 31, 2021:

The following table summarizes the composition of the Company’s investment properties as of June 30, 2022 and December 31, 2021:

Balance as of

($ in thousands) March 31, 2022 December 31, 2021

($ in thousands) June 30, 2022 December 31, 2021

Land, buildings and improvements $ 7,577,909 $ 7,543,376

3 unchanged sentences

Components of Rental Income including Allowance for Uncollectible Accounts

Rental income related to the Company’s operating leases is comprised of the following for the three months ended March 31, 2022 and 2021:

Three Months Ended March 31,

Rental income related to the Company’s operating leases is comprised of the following for the three and six months ended June 30, 2022 and 2021:

Three Months Ended June 30, Six Months Ended June 30,

($ in thousands) 2022 2021 2022 2021

Fixed contractual lease payments – operating leases $ 150,708 $ 54,398 $ 299,498 $ 109,201

9 unchanged sentences

Short-Term Deposits

As of March 31, 2022, the Company had a $ 125.0 million short-term deposit held in a custody account at Bank of New York Mellon to fund 2022 debt maturities or other borrowings.

The deposit balance, which approximates fair value, earned interest at a rate of the Federal Funds Rate plus 43 basis points and matured on April 7, 2022, the proceeds of which were used to repay borrowings on the Company’s revolving line of credit.

During the three months ended June 30, 2022, the Company used the proceeds from a $ 125.0 million short-term deposit that matured on April 7, 2022 to repay borrowings on the Company’s revolving line of credit.

The deposit balance was held in a custody account at Bank of New York Mellon and earned interest at a rate of the Federal Funds Rate plus 43 basis points.

Interest income on the deposit is recorded within “Other expense, net” on the accompanying consolidated statements of operations and comprehensive income.

2 unchanged sentences

Operating Partnership that are controlled and any variable interest entities (“VIEs”) in which the Operating Partnership is the primary beneficiary.

As of March 31, 2022, we owned investments in three consolidated joint ventures that were VIEs in which the partners did not have substantive participating rights and we were the primary beneficiary.

As of March 31, 2022, these consolidated VIEs had mortgage debt of $ 28.9 million, which were secured by assets of the VIEs totaling $ 116.6 million.

As of June 30, 2022, we owned investments in three consolidated joint ventures that were VIEs in which the partners did not have substantive participating rights and we were the primary beneficiary.

As of June 30, 2022, these consolidated VIEs had mortgage debt of $ 28.7 million, which were secured by assets of the VIEs totaling $ 117.8 million.

The Operating Partnership guarantees the mortgage debt of these VIEs.

28 unchanged sentences

We report the non-redeemable noncontrolling interests in subsidiaries as equity, and the amount of consolidated net income attributable to these noncontrolling interests is set forth separately in the consolidated financial statements.

The following table summarizes the non-redeemable noncontrolling interests in consolidated properties for the three months ended March 31, 2022 and 2021:

The following table summarizes the non-redeemable noncontrolling interests in consolidated properties for the six months ended June 30, 2022 and 2021:

Six Months Ended June 30,

($ in thousands) 2022 2021

Noncontrolling interests balance as of January 1, $ 5,146 $ 698

Net loss allocable to noncontrolling interests, excluding redeemable noncontrolling interests 12 —

Noncontrolling interests balance as of March 31, $ 5,158 $ 698

Net income allocable to noncontrolling interests, excluding redeemable noncontrolling interests 62 —

Noncontrolling interests balance as of June 30, $ 5,208 $ 698

Noncontrolling Interests – Joint Venture

1 unchanged sentence

The Company owns 90 % of the joint venture.

As of March 31, 2022, the Company has funded $ 0.7 million of the partner’s development costs related to One Loudoun Downtown – Pads G & H through a loan provided by the Company to the joint venture.

As of June 30, 2022, the Company has funded $ 0.9 million of the partner’s development costs related to One Loudoun Downtown – Pads G & H through a loan provided by the Company to the joint venture.

The loan is secured by the joint venture project, is required to be repaid subsequent to the completion of construction and stabilization of the project and is eliminated upon consolidation.

Under terms defined in the joint venture agreement, after construction completion and stabilization of the development project, the Company has the ability to call, and the joint venture partner has the ability to put to the Company, subject to certain conditions, the joint venture partner’s interest in the joint venture at fair value.

Under terms defined in the joint venture agreement, after construction completion and stabilization of the development project (as defined in the joint venture agreement), the Company has the ability to call, and the joint venture partner has the ability to put to the Company, subject to certain conditions, the joint venture partner’s interest in the joint venture at fair value.

The joint venture is considered a VIE primarily because the Company’s joint venture partner does not have substantive kick-out rights or substantive participating rights.

5 unchanged sentences

The carrying amount of the redeemable noncontrolling interests in the Operating Partnership is reflected at the greater of historical book value or redemption value with a corresponding adjustment to additional paid-in capital.

As of March 31, 2022 and December 31, 2021, the redemption value of the redeemable noncontrolling interests in the Operating Partnership exceeded the historical book value, and the balances were accordingly adjusted to redemption value.

As of June 30, 2022, the redemption value of the redeemable noncontrolling interests in the Operating Partnership did not exceed the historical book value, and the balances were accordingly adjusted to historical book value.

As of December 31, 2021, the redemption value of the redeemable noncontrolling interests in the Operating Partnership exceeded the historical book value, and the balances were accordingly adjusted to redemption value.

We allocate net operating results of the Operating Partnership after noncontrolling interests in the consolidated properties based on the partners’ respective weighted average ownership interest.

1 unchanged sentence

This adjustment is reflected in our shareholders’ and Parent Company’s equity.

For the three months ended March 31, 2022 and 2021, the weighted average interests of the Parent Company and the limited partners in the Operating Partnership were as follows:

Three Months Ended March 31,

For the three and six months ended June 30, 2022 and 2021, the weighted average interests of the Parent Company and the limited partners in the Operating Partnership were as follows:

Three Months Ended

June 30, Six Months Ended

2022 2021 2022 2021

Parent Company’s weighted average interest in Operating Partnership 98.7 % 97.2 % 98.8 % 97.1 %

Limited partners’ weighted average interests in Operating Partnership 1.3 % 2.8 % 1.2 % 2.9 %

At March 31, 2022 and December 31, 2021, the Parent Company’s interest and the limited partners’ redeemable noncontrolling ownership interests in the Operating Partnership were 98.9 % and 1.1 %.

At June 30, 2022, the Parent Company’s interest and the limited partners’ redeemable noncontrolling ownership interests in the Operating Partnership were 98.7 % and 1.3 %.

At December 31, 2021, the Parent Company’s interest and the limited partners’ redeemable noncontrolling ownership interests in the Operating Partnership were 98.9 % and 1.1 %.

Concurrent with the Parent Company’s initial public offering and related formation transactions, certain individuals received Limited Partner Units of the Operating Partnership in exchange for their interests in certain properties.

3 unchanged sentences

The Parent Company also has the right to redeem the Limited Partner Units directly from the limited partner in exchange for either cash in the amount specified above or a number of its common shares equal to the number of Limited Partner Units being redeemed.

There were 2,516,282 and 2,377,777 Limited Partner Units outstanding as of March 31, 2022 and December 31, 2021, respectively.

There were 2,955,697 and 2,377,777 Limited Partner Units outstanding as of June 30, 2022 and December 31, 2021, respectively.

The increase in Limited Partner Units outstanding from December 31, 2021 is due to non-cash compensation awards made to our executive officers in the form of Limited Partner Units.

4 unchanged sentences

The remaining Class B units will become redeemable at the respective partner’s election in October 2022 and the fulfillment of certain redemption criteria.

Beginning in November 2022, the Class B units can be redeemed at the election of either our partner or us for cash or Limited Partner Units in the Operating

Beginning in November 2022, the Class B units can be redeemed at the election of either our partner or us for cash or Limited Partner Units in the Operating Partnership.

The Class B units do not have a maturity date, and none are mandatorily redeemable unless either party has elected for the units to be redeemed.

2 unchanged sentences

The carrying amount of these redeemable noncontrolling interests is required to be reflected at the greater of initial book value or redemption value with a corresponding adjustment to additional paid-in capital.

As of March 31, 2022 and December 31, 2021, the redemption amounts of these interests did not exceed their fair value nor did they exceed the initial book value.

The redeemable noncontrolling interests in the Operating Partnership and subsidiaries for the three months ended March 31, 2022 and 2021 were as follows:

As of June 30, 2022 and December 31, 2021, the redemption amounts of these interests did not exceed their fair value nor did they exceed the initial book value.

The redeemable noncontrolling interests in the Operating Partnership and subsidiaries for the six months ended June 30, 2022 and 2021 were as follows:

Six Months Ended June 30,

($ in thousands) 2022 2021

Redeemable noncontrolling interests balance as of January 1, $ 55,173 $ 43,275

Net (loss) income allocable to redeemable noncontrolling interests ( 34 ) 778

Net income allocable to redeemable noncontrolling interests 230 926

Distributions declared to redeemable noncontrolling interests ( 1,219 ) ( 1,065 )

1 unchanged sentence

Total limited partners’ interests in Operating Partnership and other

redeemable noncontrolling interests balance as of March 31,

redeemable noncontrolling interests balance as of June 30,

$ 57,179 $ 57,367

2 unchanged sentences

Total limited partners’ interests in Operating Partnership and other

redeemable noncontrolling interests balance as of March 31,

redeemable noncontrolling interests balance as of June 30,

$ 57,179 $ 57,367

6 unchanged sentences

The inputs are unobservable in the market and significant to the valuation estimate.

In instances where the determination of the fair value measurement is based on inputs from different levels of the fair value hierarchy, the level in the fair value hierarchy within which the entire fair value measurement falls is based on the lowest level input that is significant to the fair value measurement in its entirety.

input that is significant to the fair value measurement in its entirety.

Our assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment and considers factors specific to the asset or liability.

2 unchanged sentences

The guidance in ASU 2020-04 is optional and may be elected over time as reference rate reform activities occur.

In March 2020, the Company elected to apply the hedge accounting expedients related to probability and the assessments of effectiveness for future LIBOR-indexed cash flows to assume that the index upon which future hedged transactions will be based matches the index on the

corresponding derivatives.

In March 2020, the Company elected to apply the hedge accounting expedients related to probability and the assessments of effectiveness for future London Interbank Offered Rate (“LIBOR”)-indexed cash flows to assume that the index upon which future hedged transactions will be based matches the index on the corresponding derivatives.

Application of these expedients preserves the presentation of derivatives consistent with past presentation.

22 unchanged sentences

(1) The total value of stock consideration is the total of the common shares issued multiplied by the closing price of the Company’s common stock on October 21, 2021 excluding the value of certain RPAI restricted stock that vested at the closing of the Merger and share awards assumed by the Company at the closing of the Merger.

As a result of the Merger, the Company acquired 100 operating retail properties and five active development projects under construction along with multiple parcels of entitled land for future value creation.

During the three months ended March 31, 2022, the Company incurred $ 0.9 million of merger and acquisition costs consisting primarily of professional fees and technology costs, which are recorded within “Merger and acquisition costs” in the accompanying consolidated statements of operations and comprehensive income.

As a result of the Merger, the Company acquired 100 operating retail properties and five development projects under construction along with multiple parcels of entitled land for future value creation.

During the six months ended June 30, 2022, the Company incurred $ 0.9 million of merger and acquisition costs consisting primarily of professional fees and technology

costs, which are recorded within “Merger and acquisition costs” in the accompanying consolidated statements of operations and comprehensive income.

In addition, the Company assumed approximately $ 1.8 billion of debt in connection with the Merger.

“Rental income” and “Net income attributable to common shareholders” in the accompanying consolidated statements of operations and comprehensive income include revenues from the RPAI portfolio of $ 123.6 million and net loss of $ 20.9 million for the three months ended March 31, 2022, which includes $ 92.9 million of depreciation and amortization, as a result of the Merger.

“Rental income” and “Net income attributable to common shareholders” in the accompanying consolidated statements of operations and comprehensive income include revenues from the RPAI portfolio of $ 126.7 million and $ 250.3 million and net income (loss) of $ 10.7 million and $( 10.2 ) million for the three months and six months ended June 30, 2022, respectively, which includes $ 88.3 million and $ 181.2 million of depreciation and amortization, respectively, as a result of the Merger.

Purchase Price Allocation

24 unchanged sentences

The following table summarizes the final purchase price allocation, including the acquisition date fair value of the tangible and intangible assets acquired and liabilities assumed:

($ in thousands) Purchase Price Allocation

($ in thousands) Purchase Price

Investment properties $ 4,425,254

18 unchanged sentences

Pro Forma Financial Information (unaudited)

The pro forma financial information set forth below is based upon the Company’s historical consolidated statements of operations for the three months ended March 31, 2021, adjusted to give effect for the properties assumed through the Merger as if they were acquired as of January 1, 2021.

The pro forma financial information set forth below is based upon the Company’s historical consolidated statements of operations for the three and six months ended June 30, 2021, adjusted to give effect for the properties assumed through the Merger as if they were acquired as of January 1, 2021.

The pro forma financial information is presented for informational purposes only and may not be indicative of what actual results of income would have been, nor does it purport to represent the results of income for future periods.

($ in thousands) Three Months Ended

March 31, 2021

June 30, 2021 Six Months Ended

June 30, 2021

Rental income $ 186,171 $ 369,515

2 unchanged sentences

Net loss attributable to common shareholders per common share:

Basic $ ( 0.14 ) $ ( 0.22 )

Diluted $ ( 0.14 ) $ ( 0.22 )

Asset Acquisitions

The Company closed on the following asset acquisition during the three months ended March 31, 2022:

The Company closed on the following asset acquisitions during the six months ended June 30, 2022:

Date Property Name Metropolitan

2 unchanged sentences

February 16, 2022 Pebble Marketplace Las Vegas Multi-tenant retail 85,796 $ 44,100

The above acquisition was funded using a combination of available cash on hand and proceeds from the Company’s unsecured revolving line of credit.

April 13, 2022 MacArthur Crossing Dallas Two-tenant building 56,077 21,920

141,873 $ 66,020

The above acquisitions were funded using a combination of available cash on hand and proceeds from the Company’s unsecured revolving line of credit.

Substantially all of the purchase price was allocated to investment properties.

The Company did not acquire any properties during the three months ended March 31, 2021.

The Company did not sell any operating properties during the three months ended March 31, 2022.

The Company sold a portion of Hamilton Crossing Centre, a redevelopment property located in the Indianapolis MSA, for a sales price of $ 6.9 million and a net gain of $ 3.2 million during the three months ended March 31, 2022.

During the three months ended March 31, 2021, the Company sold sixteen ground leases for gross proceeds of $ 40.0 million and a net gain of $ 26.2 million.

The Company did not acquire any properties during the six months ended June 30, 2021.

During the six months ended June 30, 2022, the Company sold Plaza Del Lago, a 100,016 square foot multi-tenant retail property located in the Chicago MSA, for a sales price of $ 58.7 million and a net gain of $ 24.0 million.

Plaza Del Lago also contains 8,800 square feet of residential space comprised of 18 multifamily rental units.

In addition, the Company sold a portion of Hamilton Crossing Centre, a redevelopment property located in the Indianapolis MSA, for a sales price of $ 6.9 million and a net gain of $ 3.2 million during the six months ended June 30, 2022.

During the six months ended June 30, 2021, the Company sold 16 ground leases for gross proceeds of $ 40.0 million and a net gain of $ 26.2 million.

A portion of the proceeds was used to pay down our unsecured revolving line of credit .

2 unchanged sentences

Deferred leasing costs, lease intangibles and similar costs are amortized on a straight-line basis over the terms of the related leases.

As of March 31, 2022 and December 31, 2021, deferred costs consisted of the following:

($ in thousands) March 31, 2022 December 31, 2021

As of June 30, 2022 and December 31, 2021, deferred costs consisted of the following:

($ in thousands) June 30, 2022 December 31, 2021

Acquired lease intangible assets $ 553,929 $ 567,149

6 unchanged sentences

The amounts of such amortization included in the accompanying consolidated statements of operations are as follows:

Three Months Ended March 31,

Six Months Ended June 30,

($ in thousands) 2022 2021

5 unchanged sentences

Tenant rent payments received in advance are recognized as revenue in the period to which they apply, which is typically the month following their receipt.

As of March 31, 2022 and December 31, 2021, deferred revenue, intangibles, net and other liabilities consisted of the following:

($ in thousands) March 31, 2022 December 31, 2021

As of June 30, 2022 and December 31, 2021, deferred revenue, intangibles, net and other liabilities consisted of the following:

($ in thousands) June 30, 2022 December 31, 2021

Unamortized in-place lease liabilities $ 196,343 $ 210,261

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Total $ 296,396 $ 321,419

The amortization of below-market lease intangibles is included as a component of “Rental income” in the accompanying consolidated statements of operations and comprehensive income and totaled $ 3.9 million and $ 0.7 million for the three months ended March 31, 2022 and 2021, respectively.

The amortization of below-market lease intangibles is included as a component of “Rental income” in the accompanying consolidated statements of operations and comprehensive income and totaled $ 8.5 million and $ 1.4 million for the six months ended June 30, 2022 and 2021, respectively.

MORTGAGE AND OTHER INDEBTEDNESS

The following table summarizes the Company’s indebtedness as of March 31, 2022 and December 31, 2021:

($ in thousands) March 31, 2022 December 31, 2021

The following table summarizes the Company’s indebtedness as of June 30, 2022 and December 31, 2021:

($ in thousands) June 30, 2022 December 31, 2021

Mortgages payable $ 311,818 $ 392,590

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Total mortgage and other indebtedness, net $ 3,001,170 $ 3,150,808

Consolidated indebtedness, including weighted average interest rates and weighted average maturities as of March 31, 2022, considering the impact of interest rate swaps, is summarized below:

Consolidated indebtedness, including weighted average interest rates and weighted average maturities as of June 30, 2022, considering the impact of interest rate swaps, is summarized below:

($ in thousands) Amount

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(1) Fixed rate debt includes the portion of variable rate debt that has been hedged by interest rate swaps.

As of March 31, 2022, $ 720.0 million in variable rate debt is hedged to a fixed rate for a weighted average of 3.0 years.

As of June 30, 2022, $ 720.0 million in variable rate debt is hedged to a fixed rate for a weighted average of 2.7 years.

(2) Variable rate debt includes the portion of fixed rate debt that has been hedged by interest rate swaps.

As of March 31, 2022, $ 155.0 million in fixed rate debt is hedged to a floating rate for a weighted average of 3.4 years.

As of June 30, 2022, $ 155.0 million in fixed rate debt is hedged to a floating rate for a weighted average of 3.2 years.

Mortgages Payable

The following table summarizes the Company’s mortgages payable:

March 31, 2022 December 31, 2021

June 30, 2022 December 31, 2021

($ in thousands) Balance Weighted Average

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Total mortgages payable $ 311,818 $ 392,590

(1) The fixed rate mortgages had interest rates ranging from 3.75 % to 5.73 % as of March 31, 2022 and December 31, 2021.

(2) The interest rate on the variable rate mortgage is based on LIBOR plus 160 basis points.

The one-month LIBOR rate was 0.45 % and 0.10 % as of March 31, 2022 and December 31, 2021, respectively.

(1) The fixed rate mortgages had interest rates ranging from 3.75 % to 5.73 % as of June 30, 2022 and December 31, 2021.

(2) On April 1, 2022, the interest rate on the variable rate mortgage switched to the Bloomberg Short Term Bank Yield Index (“BSBY”) plus 160 basis points from LIBOR plus 160 basis points.

The one-month BSBY rate was 1.61 % as of June 30, 2022.

The one-month LIBOR rate was 0.10 % as of December 31, 2021.

Mortgages payable are secured by certain real estate and, in some cases, by guarantees from the Operating Partnership, are generally due in monthly installments of principal and interest and mature over various terms through 2032.

During the three months ended March 31, 2022, we repaid a $ 41.2 million mortgage payable that had a fixed interest rate of 4.43 % and made scheduled principal payments of $ 1.0 million related to amortizing loans.

During the six months ended June 30, 2022, we repaid mortgages payable totaling $ 78.7 million that had a weighted average fixed interest rate of 4.43 % and made scheduled principal payments of $ 2.1 million related to amortizing loans.

Unsecured Notes

The following table summarizes the Company’s senior unsecured notes and exchangeable senior notes:

March 31, 2022 December 31, 2021

June 30, 2022 December 31, 2021

($ in thousands) Maturity Date Balance Interest Rate Balance Interest Rate

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The following table summarizes the Company’s term loans and revolving line of credit:

March 31, 2022 December 31, 2021

June 30, 2022 December 31, 2021

($ in thousands) Maturity Date Balance Interest Rate Balance Interest Rate

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(2) $ 200,000 of LIBOR-based variable rate debt has been swapped to a fixed rate 2.85 % plus a credit spread based on a leverage grid ranging from 1.20 % to 1.85 % through November 22, 2023.

The applicable credit spread was 1.25 % as of March 31, 2022 and December 31, 2021.

The applicable credit spread was 1.25 % as of June 30, 2022 and December 31, 2021.

(3) $ 120,000 of LIBOR-based variable rate debt has been swapped to a fixed rate 1.68 % plus a credit spread based on a leverage grid ranging from 1.20 % to 1.70 % through July 17, 2024.

The applicable credit spread was 1.20 % as of March 31, 2022 and December 31, 2021.

The applicable credit spread was 1.20 % as of June 30, 2022 and December 31, 2021.

Subsequent to June 30, 2022, the Secured Overnight Financing Rate (“SOFR”) replaced LIBOR as the interest reference rate for this term loan.

(4) $ 250,000 of LIBOR-based variable rate debt has been swapped to a fixed rate of 5.09 % through October 24, 2025.

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(6) $ 150,000 of LIBOR-based variable rate debt has been swapped to a fixed rate 1.77 % plus a credit spread based on a leverage grid ranging from 1.20 % to 1.70 % through July 17, 2026.

The applicable credit spread was 1.20 % as of March 31, 2022 and December 31, 2021.

(7) The revolving line of credit has two six-month extension options that the Company can exercise, at its election, subject to (i) customary representations and warranties, including, but not limited to, the absence of an event of default as defined in the unsecured credit

agreement and (ii) payment of an extension fee equal to 0.075 % of the revolving line of credit capacity.

Subsequent to March 31, 2022, the $ 125.0 million short-term deposit was used to repay outstanding borrowings.

The applicable credit spread was 1.20 % as of June 30, 2022 and December 31, 2021.

Subsequent to June 30, 2022, SOFR replaced LIBOR as the interest reference rate for this term loan.

Unsecured Revolving Credit Facility

On October 22, 2021, in connection with the Merger, the Operating Partnership (as successor by merger to RPAI), as borrower, entered into the First Amendment (the “First Amendment”) to the Credit Agreement (as defined below) with KeyBank National Association (“KeyBank”), as administrative agent, and the lenders party thereto.

On October 22, 2021, in connection with the Merger, the Operating Partnership (as successor by merger to RPAI), as borrower, and the Company entered into the First Amendment (the “First Amendment”) to the Credit Agreement (as defined below) with KeyBank National Association (“KeyBank”), as administrative agent, and the lenders party thereto.

The First Amendment amends the Sixth Amended and Restated Credit Agreement, dated as of July 8, 2021 (as amended, the “Credit Agreement”), among RPAI, as borrower, KeyBank, as administrative agent, and the lenders from time to time party thereto, which provides for an $ 850.0 million unsecured revolving credit facility (the “Revolving Facility”) with a scheduled maturity date of January 8, 2026 (which maturity date may be extended for up to two additional periods of six months at the Operating Partnership’s option, subject to certain conditions).

Under the Credit Agreement, the Operating Partnership has the option to increase the Revolving Facility to an aggregate committed amount of $ 1.6 billion upon the Operating Partnership’s request, subject to certain conditions, including obtaining commitments from any one or more lenders, whether or not currently party to the Credit Agreement, to provide such increased amounts.

Borrowings under the Revolving Facility bear interest at a rate per annum equal to LIBOR or the alternative base rate plus a margin based on the Operating Partnership’s leverage ratio or credit rating, respectively, plus a facility fee based on the Operating Partnership’s leverage ratio or credit rating, respectively.

Borrowings under the Revolving Facility bear interest at a rate per annum equal to LIBOR or the alternate base rate plus a margin based on the Operating Partnership’s leverage ratio or credit rating, respectively, plus a facility fee based on the Operating Partnership’s leverage ratio or credit rating, respectively.

The Revolving Facility is currently priced on the leverage-based pricing grid.

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The Company may irrevocably elect to convert to the ratings-based pricing grid at any time.

As of March 31, 2022, making such an election would have resulted in a lower interest rate;

however, the Company has not made the election to convert to the ratings-based pricing grid.

As of June 30, 2022, making such an election would have resulted in a lower interest rate;

however, the Company had not made the election to convert to the ratings-based pricing grid.

The Credit Agreement includes a sustainability metric based on targeted greenhouse gas emission reductions, which results in a reduction of the otherwise applicable interest rate margin by one basis point upon achievement of targets set forth therein.

The following table summarizes the key terms of the Revolving Facility:

Leverage-Based Pricing Investment Grade Pricing

Subsequent to June 30, 2022, SOFR replaced LIBOR as the interest reference rate for the Revolving Facility.

The following table summarizes the key terms of the Revolving Facility as of June 30, 2022:

(in thousands) Leverage-Based Pricing Investment Grade Pricing

Credit Agreement Maturity Date Extension Option Extension Fee Credit Spread Facility Fee Credit Spread Facility Fee

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and (v) a minimum unencumbered interest coverage ratio.

As of March 31, 2022, we were in compliance with all such covenants.

As of March 31, 2022, we had letters of credit outstanding which totaled $ 1.5 million, against which no amounts were advanced as of March 31, 2022.

As of June 30, 2022, we were in compliance with all such covenants.

As of June 30, 2022, we had letters of credit outstanding which totaled $ 1.5 million, against which no amounts were advanced as of June 30, 2022.

Subsequent to June 30, 2022, the Operating Partnership entered into the Second Amendment (the “Second Amendment”) to the Credit Agreement with a syndicate of financial institutions to provide for (i) a $ 250.0 million increase to the Revolving Facility, resulting in a $ 1.1 billion unsecured revolving credit facility (the “2022 Revolving Facility”) and (ii) a seven-year $ 300.0 million unsecured term loan (the “$ 300 M Term Loan”).

Under the Second Amendment, the Operating Partnership has the option, subject to certain customary conditions, to increase the 2022 Revolving Facility and/or incur additional term loans in an aggregate amount for all such increases and additional loans of up to $ 600.0 million, for a total facility amount of up to $ 2.0 billion.

Borrowings under the 2022 Revolving Facility will bear interest at a rate per annum equal to SOFR plus a margin based on the Operating Partnership’s leverage ratio or credit rating, respectively.

There were no changes to the credit spreads in the Second Amendment;

however, the SOFR rate will also be subject to an additional 0.10 % spread adjustment as specified in the Second Amendment.

The $ 300 M Term Loan will be priced on a ratings-based pricing grid at a rate of SOFR plus a credit spread ranging from 1.15 % to 2.20 %.

The SOFR rate will also be subject to an additional 0.10 % spread adjustment as specified in the Second Amendment.

Proceeds from the $ 300 M Term Loan were used to repay the Operating Partnership’s existing $ 200.0 million unsecured term loan that was scheduled to mature on November 22, 2023 (the “$ 200 M Term Loan”) and for general corporate purposes.

In conjunction with these transactions, we (i) designated the interest rate swaps related to the $ 200 M Term Loan to the $ 300 M Term Loan and the interest reference rate will be replaced with term SOFR effective with the next reset date in August 2022 through November 22, 2023;

(ii) entered into two forward-starting interest rate swap contracts with notional amounts totaling $ 200.0 million that swap a floating rate of term SOFR to a fixed rate of 2.37 % plus a spread of 1.35 % with an effective date of November 22, 2023 through August 1, 2025;

and (iii) entered into two agreements to swap a total of $ 100.0 million of SOFR-based variable rate debt to a fixed rate of 2.66 % plus a spread of 1.35 % with an effective date of August 1, 2022 through August, 1, 2025.

The Operating Partnership is permitted to prepay the $ 300 M Term Loan in whole or in part, at any time, subject to a prepayment fee if prepaid on or before July 29, 2024.

Unsecured Term Loans

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The Company may irrevocably elect to convert to a ratings-based pricing grid at any time.

As of March 31, 2022, the Company has not made the election to convert to a ratings-based pricing grid.

The following table summarizes the key terms of the Unsecured Term Loans assumed:

Unsecured Term Loans Assumed Maturity Date Leverage-Based Pricing

As of June 30, 2022, the Company had not made the election to convert to a ratings-based pricing grid.

Subsequent to June 30, 2022, the Company made the election to convert to the ratings-based pricing grid with respect to the $ 120.0 million and $ 150.0 million term loans.

The following table summarizes the key terms of the Unsecured Term Loans assumed as of June 30, 2022:

(in thousands)

Unsecured Term Loans Assumed

Maturity Date Leverage-Based Pricing

Credit Spread Investment Grade Pricing

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The following amounts of amortization of debt issuance costs are included as a component of “Interest expense” in the accompanying consolidated statements of operations and comprehensive income:

Three Months Ended March 31,

Six Months Ended June 30,

($ in thousands) 2022 2021

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Fair Value of Fixed and Variable Rate Debt

As of March 31, 2022, the estimated fair value of fixed rate debt was $ 2.3 billion compared to the book value of $ 2.2 billion.

As of June 30, 2022, the estimated fair value of fixed rate debt was $ 2.1 billion compared to the book value of $ 2.2 billion.

The fair value was estimated using Level 2 and 3 inputs with cash flows discounted at current borrowing rates for similar instruments, which ranged from 5.40 % to 6.11 %.

As of March 31, 2022, the estimated fair value of variable rate debt was $ 886.9 million compared to the book value of $ 883.8 million.

As of June 30, 2022, the estimated fair value of variable rate debt was $ 749.8 million compared to the book value of $ 748.8 million.

The fair value was estimated using Level 2 and 3 inputs with cash flows discounted at current borrowing rates for similar instruments, which ranged from 2.89 % to 3.89 %.

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The agreements with each of our derivative counterparties provide that, in the event of default on any of our indebtedness, we could also be declared in default on our derivative obligations.

As of March 31, 2022, we were party to 12 cash flow derivative agreements with notional amounts totaling $ 720.0 million, which includes $ 470.0 million of interest rate swaps assumed in connection with the Merger.

As of June 30, 2022, we were party to 12 cash flow derivative agreements with notional amounts totaling $ 720.0 million, which includes $ 470.0 million of interest rate swaps assumed in connection with the Merger.

These derivative agreements effectively fix the interest rate underlying certain variable rate debt instruments over expiration dates through 2026.

Using a weighted average interest rate spread over LIBOR on all variable rate debt resulted in fixing the weighted average interest rate at 3.72 %.

As of March 31, 2022, we were also party to two fair value derivative agreements with notional amounts totaling $ 155.0 million that swap a blended fixed rate of 4.52 % for a blended floating rate of LIBOR plus 3.70 % with an expiration date of September 10, 2025.

In December 2021, we entered into two forward-starting interest rate swap contracts with notional amounts totaling $ 150.0 million that swap a floating rate of compound Secured Overnight Financing Rate (“SOFR”) for a fixed rate of 1.356 % with an effective date of June 1, 2022 and an expiration date of June 1, 2032.

As of March 31, 2022, the estimated fair value of the forward-starting swaps represented an asset of $ 10.5 million and is reflected within “Prepaid and other assets” in the accompanying consolidated balance sheets.

As of March 31, 2022, the estimated fair value of our interest rate derivatives represented an asset of $ 5.6 million and a liability of $ 17.8 million, including accrued interest of $ 1.2 million.

As of June 30, 2022, we were also party to two fair value derivative agreements with notional amounts totaling $ 155.0 million that swap a blended fixed rate of 4.52 % for a blended floating rate of LIBOR plus 3.70 % with an expiration date of September 10, 2025.

In December 2021, we entered into two forward-starting interest rate swap contracts with notional amounts totaling $ 150.0 million that swap a floating rate of compound SOFR for a fixed rate of 1.356 % with an effective date of October 1, 2022 and an expiration date of June 1, 2032.

As of June 30, 2022, the estimated fair value of the forward-starting swaps represented an asset of $ 18.6 million and is reflected within “Prepaid and other assets” in the accompanying consolidated balance sheets.

As of June 30, 2022, the estimated fair value of our interest rate derivatives represented an asset of $ 10.3 million and a liability of $ 12.6 million, including accrued interest of $ 0.8 million.

The derivative assets are reflected within “Prepaid and other assets” and the derivative liabilities are reflected within “Accounts payable and accrued expenses” in the accompanying consolidated balance sheets.

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Amounts reported in accumulated other comprehensive income related to derivatives will be reclassified to earnings over time as the hedged items are recognized in earnings.

Approximately $ 4.1 million and $ 1.3 million was reclassified as a reduction to earnings during the three months ended March 31, 2022 and 2021, respectively.

Approximately $ 3.3 million and $ 1.1 million was reclassified as a reduction to earnings during the three months ended June 30, 2022 and 2021, respectively.

Approximately $ 7.4 million and $ 2.4 million was reclassified as a reduction to earnings during the six months ended June 30, 2022 and 2021, respectively.

As interest payments on our derivatives are made over the next 12 months, we estimate the decrease to interest expense to be $ 10.9 million, assuming the current LIBOR and SOFR curves.

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Distributions

Our Board of Trustees declared a cash distribution of $ 0.20 per common share and Common Unit for the first quarter of 2022.

This distribution was paid on April 15, 2022 to common shareholders and Common Unit holders of record as of April 8, 2022.

Our Board of Trustees declared a cash distribution of $ 0.21 per common share and Common Unit for the second quarter of 2022.

This distribution was paid on July 15, 2022 to common shareholders and Common Unit holders of record as of July 8, 2022.

At-The-Market Offering Program

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On November 30, 2021, the Company and the Operating Partnership amended the Equity Distribution Agreement to reflect their filing of a shelf registration statement on November 16, 2021 with the SEC.

As of March 31, 2022, the Company has no t sold any common shares under the ATM Program.

As of June 30, 2022, the Company has no t sold any common shares under the ATM Program.

The Operating Partnership intends to use the net proceeds, if any, to repay borrowings under its Revolving Facility and other indebtedness and for working capital and other general corporate purposes.

The Operating Partnership may also use net proceeds for acquisitions of operating properties and the development or redevelopment of properties, although there are currently no understandings, commitments or agreements to do so.

The Operating Partnership may also use the net proceeds for acquisitions of operating properties and the development or redevelopment of properties, although there are currently no understandings, commitments or agreements to do so.

Share Repurchase Program

In February 2021, the Company’s Board of Trustees approved a share repurchase program, authorizing share repurchases up to an aggregate of $ 150.0 million (the “Share Repurchase Program”).

In February 2022, the Company extended its Share Repurchase Program for an additional year and it will now terminate on February 28, 2023 if not terminated or extended prior

to that date.

In April 2022, the Company’s Board of Trustees authorized a $ 150.0 million increase to the size of the Share Repurchase Program, authorizing share repurchases up to an aggregate $ 300.0 million.

As of March 31, 2022, the Company has no t repurchased any shares under its Share Repurchase Program.

The Company intends to fund any future repurchases under the Share Purchase Program with cash on hand or availability under its Revolving Facility, subject to any applicable restrictions.

In February 2022, the Company extended its Share Repurchase Program for an additional year and it will now terminate on February 28, 2023, if not terminated or extended prior to that date.

In April 2022, the Company’s Board of Trustees authorized a $ 150.0 million increase to the size of the Share Repurchase Program, authorizing share repurchases up to an aggregate of $ 300.0 million.

As of June 30, 2022, the Company has no t repurchased any shares under its Share Repurchase Program.

The Company intends to fund any future repurchases under the Share Repurchase Program with cash on hand or availability under the Revolving Facility, subject to any applicable restrictions.

The timing of share repurchases and the number of common shares to be repurchased under the Share Repurchase Program will depend upon prevailing market conditions, regulatory requirements and other factors.

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Limited Partner Units have been omitted from the Parent Company’s denominator for the purpose of computing diluted earnings per share since the effect of including these amounts in the denominator would have no dilutive impact.

Weighted average Limited Partner Units outstanding for the three months ended March 31, 2022 and 2021 were 2.4 million and 2.5 million, respectively.

Due to the net loss allocable to common shareholders and Common Unit holders for the three months ended March 31, 2022, no securities had a dilutive impact for this period.

Weighted average Limited Partner Units outstanding were 2.8 million and 2.6 million for the three and six months ended June 30, 2022, respectively, and 2.5 million for the three and six months ended June 30, 2021.

Due to the net loss allocable to common shareholders and Common Unit holders for the three months ended June 30, 2021 and the six months ended June 30, 2022, no securities had a dilutive impact for those periods.

COMMITMENTS AND CONTINGENCIES

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We are obligated under various completion guarantees with certain lenders and lease agreements with tenants to complete all or portions of a development project and tenant-specific space currently under construction.

We believe we currently have sufficient financing in place to fund these projects and expect to do so primarily through borrowings on our Revolving Facility.

We believe we currently have sufficient financing in place to fund these projects and expect to do so primarily through borrowings on the Revolving Facility.

In 2017, we provided a repayment guaranty on a $ 33.8 million construction loan associated with the development of the Embassy Suites at the University of Notre Dame, consistent with our 35 % ownership interest.

Our portion of the repayment guaranty is limited to $ 5.9 million and the guaranty’s term is through July 1, 2024, the maturity date of the construction loan.

As of March 31, 2022, the outstanding loan balance is $ 33.6 million, of which our share is $ 11.8 million.

As of June 30, 2022, the outstanding loan balance is $ 33.6 million, of which our share is $ 11.8 million.

The loan is secured by the hotel.

As of March 31, 2022, we had outstanding letters of credit totaling $ 1.5 million with no amounts advanced against these instruments.

As of June 30, 2022, we had outstanding letters of credit totaling $ 1.5 million with no amounts advanced against these instruments.

Legal Proceedings

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SUBSEQUENT EVENTS

Subsequent to March 31, 2022, we:

• closed on the acquisition of a two-tenant building adjacent to MacArthur Crossing, an existing multi-tenant retail property located in the Dallas MSA, for a gross purchase price of $ 21.9 million;

• used the $ 125.0 million short-term deposit that matured on April 7, 2022 to repay borrowings on the Revolving Facility.

Subsequent to June 30, 2022, we:

• entered into the Second Amendment to the Credit Agreement with a syndicate of financial institutions to provide for a $ 250.0 million increase to the Revolving Facility, resulting in a $ 1.1 billion unsecured revolving credit facility.

In addition, the Operating Partnership issued a seven-year $ 300 M Term Loan and used the proceeds to repay the $ 200 M Term Loan that was scheduled to mature in 2023 and for general corporate purposes.

(ii) entered into two forward-starting interest rate swap contracts with notional amounts totaling $ 200.0 million that swap a floating rate of term SOFR to a fixed rate with an effective date of November 22, 2023 through August 1, 2025;

and (iii) entered into two agreements to swap a total of $ 100.0 million of SOFR-based variable rate debt to a fixed rate with an effective date of August 1, 2022 through August 1, 2025.

See Note 7 to the consolidated financial statements for further details;

• repaid a mortgage payable with a principal balance of $ 11.4 million and a fixed interest rate of 4.65 %.

In April 2022, the Company’s Board of Trustees authorized a $ 150.0 million increase to the size of the Share Repurchase Program, authorizing share repurchases up to an aggregate $ 300.0 million.

• closed on the acquisition of Palms Plaza, a 68,976 square foot multi-tenant retail property located in the Miami MSA, for a gross purchase price of $ 35.8 million;

• repaid two mortgages payable with principal balances totaling $ 44.9 million and a weighted average fixed interest rate of 4.20 %.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements