4 unchanged sentences
Based on that evaluation, the Parent Company’s Chief Executive Officer and Chief Financial Officer concluded that these disclosure controls and procedures were effective.
+Added: Changes in Internal Control Over Financial Reporting
+Added: There were no changes to the Parent Company’s internal control over financial reporting during the fourth quarter ended December 31, 2022 that have materially affected, or are reasonably likely to materially affect, its internal control over financial reporting.
Management Report on Internal Control Over Financial Reporting
2 unchanged sentences
Based on its evaluation under the framework in Internal Control – Integrated Framework, the Parent Company’s management has concluded that its internal control over financial reporting was effective as of December 31, 2022.
−Removed: The SEC permits companies to exclude certain acquisitions from their assessments of internal control over financial reporting during the first year of an acquisition while integrating the acquired company.
−Removed: Accordingly, due to the fourth quarter closing date of the Merger, management’s assessment of the effectiveness of the Parent Company’s internal control over financial reporting excluded the operations of the RPAI portfolio, which was acquired by the Parent Company, through the Operating Partnership, on October 22, 2021.
−Removed: On that date, RPAI and its related entities became wholly owned subsidiaries of the Parent Company with total assets of $5.0 billion and total revenues of $94.9 million included in the Parent Company’s consolidated financial statements as of and for the year ended December 31, 2021.
The Parent Company’s independent auditors, KPMG LLP, an independent registered public accounting firm, have issued a report on its internal control over financial reporting as stated in their report which is included herein.
−Removed: There was no change to the Parent Company’s internal control over financial reporting during the fourth quarter ended December 31, 2021 that has materially affected, or is reasonably likely to materially affect, its internal control over financial reporting.
The Parent Company’s internal control system was designed to provide reasonable assurance to our management and Board of Trustees regarding the preparation and fair presentation of published financial statements.
5 unchanged sentences
Based on that evaluation, the Operating Partnership’s Chief Executive Officer and Chief Financial Officer concluded that these disclosure controls and procedures were effective.
+Added: Changes in Internal Control Over Financial Reporting
+Added: There were no changes to the Operating Partnership’s internal control over financial reporting during the fourth quarter ended December 31, 2022 that have materially affected, or are reasonably likely to materially affect, its internal control over financial reporting.
Management Report on Internal Control Over Financial Reporting
2 unchanged sentences
Based on its evaluation under the framework in Internal Control – Integrated Framework, the Operating Partnership’s management has concluded that its internal control over financial reporting was effective as of December 31, 2022.
−Removed: The SEC permits companies to exclude certain acquisitions from their assessments of internal control over financial reporting during the first year of an acquisition while integrating the acquired company.
−Removed: Accordingly, due to the fourth quarter closing date of the Merger, management’s assessment of the effectiveness of the Operating Partnership’s internal control over financial reporting excluded the operations of the RPAI portfolio, which was acquired by the Operating Partnership on October 22, 2021.
−Removed: On that date, RPAI and its related entities became wholly owned subsidiaries of the Operating Partnership with total assets of $5.0 billion and total revenues of $94.9 million included in the Operating Partnership’s consolidated financial statements as of and for the year ended December 31, 2021.
The Operating Partnership’s independent auditors, KPMG LLP, an independent registered public accounting firm, have issued a report on its internal control over financial reporting as stated in their report which is included herein.
−Removed: There was no change to the Operating Partnership’s internal control over financial reporting during the fourth quarter ended December 31, 2021 that has materially affected, or is reasonably likely to materially affect, its internal control over financial reporting.
The Operating Partnership’s internal control system was designed to provide reasonable assurance to our management and Board of Trustees regarding the preparation and fair presentation of published financial statements.
6 unchanged sentences
In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2022, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.
−Removed: We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, 2021 and 2020, the related consolidated statements of operations and comprehensive income, shareholders’ equity, and cash flows for each of the years then ended, and the related notes and financial statement schedule III – Consolidated Real Estate and Accumulated Depreciation (collectively, the consolidated financial statements), and our report dated February 28, 2022 expressed an unqualified opinion on those consolidated financial statements.
−Removed: The Company acquired Retail Properties of America, Inc.
−Removed: during 2021, and management excluded from its assessment of the effectiveness of the Company’s internal control over financial reporting as of December 31, 2021, Retail Properties of America, Inc.’s internal control over financial reporting associated with total assets of $5.0 billion and total revenues of $94.9 million included in the consolidated financial statements of the Company as of and for the year ended December 31, 2021.
−Removed: Our audit of internal control over financial reporting of the Company also excluded an evaluation of the internal control over financial reporting of Retail Properties of America, Inc.
+Added: We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, 2022 and 2021, the related consolidated statements of operations and comprehensive income, shareholders’ equity, and cash flows for each of the years in the three-year period ended December 31, 2022, and the related notes and financial statement schedule III – Consolidated Real Estate and Accumulated Depreciation (collectively, the consolidated financial statements), and our report dated February 20, 2023 expressed an unqualified opinion on those consolidated financial statements.
Basis for Opinion
24 unchanged sentences
In our opinion, the Partnership maintained, in all material respects, effective internal control over financial reporting as of December 31, 2022, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.
−Removed: We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Partnership as of December 31, 2021 and 2020, the related consolidated statements of operations and comprehensive income, partner’s equity, and cash flows for the years then ended, and the related notes and financial statement schedule III – Consolidated Real Estate and Accumulated Depreciation (collectively, the consolidated financial statements), and our report dated February 28, 2022 expressed an unqualified opinion on those consolidated financial statements.
−Removed: The Partnership acquired Retail Properties of America, Inc.
−Removed: during 2021, and management excluded from its assessment of the effectiveness of the Partnership’s internal control over financial reporting as of December 31, 2021, Retail Properties of America, Inc.’s internal control over financial reporting associated with total assets of $5.0 billion and total revenues of $94.9 million included in the consolidated financial statements of the Partnership as of and for the year ended December 31, 2021.
−Removed: Our audit of internal control over financial reporting of the Partnership also excluded an evaluation of the internal control over financial reporting of Retail Properties of America, Inc.
+Added: We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Partnership as of December 31, 2022 and 2021, the related consolidated statements of operations and comprehensive income, partner’s equity, and cash flows for each of the years in the three-year period ended December 31, 2022, and the related notes and financial statement schedule III – Consolidated Real Estate and Accumulated Depreciation (collectively, the consolidated financial statements), and our report dated February 20, 2023 expressed an unqualified opinion on those consolidated financial statements.
Basis for Opinion
50 unchanged sentences
3.1 Articles of Amendment and Restatement of Declaration of Trust of the Kite Realty Group Trust, as supplemented and amended
−Removed: Filed herewith
+Added: Incorporated by reference to Exhibit 3.1 to the Annual Report on Form 10-K of Kite Realty Group Trust filed with the SEC on February 28, 2022
3.2 Second Amended and Restated Bylaws of the Company, as amended
−Removed: Filed herewith
+Added: Incorporated by reference to Exhibit 3.2 to the Annual Report on Form 10-K of Kite Realty Group Trust filed with the SEC on February 28, 2022
3.3 Certificate of Limited Partnership of Kite Realty Group, L.P.
36 unchanged sentences
filed with the SEC on August 25, 2020
+Added: Description Location
4.11 Fourth Supplemental Indenture, dated as of October 22, 2021, between Kite Realty Group, L.P., as successor company, and U.S.
1 unchanged sentence
Incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K of Kite Realty Group Trust filed with the SEC on October 22, 2021
−Removed: 4.12 Description of Registrant's Securities
−Removed: Filed herewith
+Added: 4.12 Description of the Registrant’s Securities
+Added: Incorporated by reference to Exhibit 4.12 to the Annual Report on Form 10-K of Kite Realty Group Trust filed with the SEC on February 28, 2022
10.1 Amended and Restated Agreement of Limited Partnership of Kite Realty Group, L.P., dated as of August 16, 2004
21 unchanged sentences
Incorporated by reference to Exhibit 10.3 the Current Report on Form 8-K of Kite Realty Group Trust filed with the SEC on December 31, 2020
−Removed: 10.10 Executive Employment Agreement, dated as of August 6, 2014, by and between the Company and Scott E.
−Removed: Incorporated by reference to Exhibit 10.8 to the Quarterly Report on Form 10-Q of Kite Realty Group Trust filed with the SEC on November 10, 2014
−Removed: 10.11 Separation Agreement, dated as of November 3, 2020, by and between the Company and Scott E.
−Removed: Incorporated by reference to Exhibit 10.11 to the Annual Report on Form 10-K of Kite Realty Group Trust filed with the SEC on February 22, 2021
10.10 Indemnification Agreement, dated as of August 16, 2004, by and between Kite Realty Group Trust, Kite Realty Group, L.P.
3 unchanged sentences
Incorporated by reference to Exhibit 10.18 to the Current Report on Form 8-K of Kite Realty Group Trust filed with the SEC on August 20, 2004
−Removed: 10.14 Indemnification Agreement, dated as of February 27, 2015, by and between Kite Realty Group Trust, Kite Realty Group, L.P., and Scott E.
−Removed: Incorporated by reference to Exhibit 10.13 to the Annual Report on Form 10-K of Kite Realty Group Trust filed with the SEC on February 27, 2015
10.12 Indemnification Agreement, dated as of November 5, 2018, by and among Kite Realty Group Trust, Kite Realty Group, L.P.
3 unchanged sentences
Incorporated by reference to Exhibit 10.20 to the Current Report on Form 8-K of Kite Realty Group Trust filed with the SEC on August 20, 2004
+Added: Description Location
10.14 Indemnification Agreement, dated as of March 8, 2013, by and between Kite Realty Group Trust, Kite Realty Group, L.P.
44 unchanged sentences
Incorporated by reference to Exhibit 10.2 to the Quarterly Report on Form 10-Q of Kite Realty Group Trust filed with the SEC on November 14, 2005
+Added: Description Location
10.29 Registration Rights Agreement, dated as of March 22, 2021, by and among Kite Realty Group Trust, Kite Realty Group, L.P.
13 unchanged sentences
Incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K of Kite Realty Group Trust filed with the SEC on May 17, 2019
+Added: 10.34 Kite Realty Group Trust 2013 Equity Incentive Plan, as amended and restated as of May 11, 2022*
+Added: Incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K of Kite Realty Group Trust filed with the SEC on May 13, 2022
10.35 Form of Nonqualified Share Option Agreement under 2013 Equity Incentive Plan*
15 unchanged sentences
Incorporated by reference to Exhibit 10.46 to the Annual Report on Form 10-K of Kite Realty Group Trust filed with the SEC on February 22, 2021
−Removed: 10.45 Term Loan Agreement, dated as of April 30, 2012, by and among the Operating Partnership, the Company, KeyBank National Association, as Administrative Agent, Wells Fargo Bank, National Association, as Syndication Agent, the Huntington National Bank, as Documentation Agent, Keybanc Capital Markets and Wells Fargo Securities, LLC, as Joint Bookrunners and Joint Lead Arrangers, and the other lenders
−Removed: Incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K of Kite Realty Group Trust filed with the SEC on May 4, 2012
−Removed: 10.46 First Amendment to Term Loan Agreement, dated as of February 26, 2013, by and among the Operating Partnership, the Company, certain subsidiaries of the Operating Partnership party thereto, KeyBank National Association, as a lender and as Administrative Agent, and the other lenders party thereto
−Removed: Incorporated by reference to Exhibit 10.3 to the Current Report on Form 8-K of Kite Realty Group Trust filed with the SEC on March 4, 2013
−Removed: 10.47 Second Amendment to Term Loan Agreement, dated as of August 21, 2013, by and among the Operating Partnership, the Company, certain subsidiaries of the Operating Partnership party thereto, KeyBank National Association, as a lender and as Administrative Agent, and the other lenders party thereto
−Removed: Incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K of Kite Realty Group Trust filed with the SEC on August 27, 2013
−Removed: 10.48 Guaranty, dated as of April 30, 2012, by the Company and certain subsidiaries of the Operating Partnership party thereto
−Removed: Incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K of Kite Realty Group Trust filed with the SEC on May 4, 2012
+Added: 10.43 Form of Performance LTIP Unit Agreement*
+Added: Incorporated by reference to Exhibit 10.1 to the Quarterly Report on Form 10-Q of Kite Realty Group Trust filed with the SEC on May 6, 2022
10.44 Term Loan Agreement, dated as of October 25, 2018, by and among Kite Realty Group, L.P., KeyBank National Association, as Administrative Agent, and the other lenders party thereto
Incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K of Kite Realty Group Trust filed with the SEC on October 26, 2018
+Added: Description Location
10.45 Springing Guaranty, dated as of October 25, 2018, by Kite Realty Group Trust
Incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K of Kite Realty Group Trust filed with the SEC on October 26, 2018
+Added: 10.46 First Amendment to Term Loan Agreement, dated as of December 21, 2022, by and among Kite Realty Group, L.P., KeyBank National Association, as Administrative Agent, and the other lenders party thereto
+Added: Filed herewith
10.47 Note Purchase Agreement, dated as of August 28, 2015, by and among Kite Realty Group, L.P., and the other parties named therein as Purchasers
7 unchanged sentences
filed with the SEC on August 4, 2021.
−Removed: 10.53 First Amendment to Sixth Amended and Restated Credit Agreement, dated as of October 22, 2021, by and among Kite Realty Group, L.P., KeyBank National Association, as administrative agent, and the lenders party thereto
+Added: 10.49 First Amendment to Sixth Amended and Restated Credit Agreement, dated as of October 22, 2021, by and among Kite Realty Group, L.P., Kite Realty Group Trust, KeyBank National Association, as administrative agent, and the lenders party thereto
Incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K of Kite Realty Group Trust filed with the SEC on October 22, 2021
+Added: 10.50 Second Amendment to Sixth Amended and Restated Credit Agreement, dated as of July 29, 2022, by and among Kite Realty Group, L.P., Kite Realty Group Trust, KeyBank National Association, as administrative agent, and the lenders party thereto
+Added: Incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K of Kite Realty Group Trust filed with the SEC on August 2, 2022
10.51 Springing Guaranty, dated as of October 22, 2021, by Kite Realty Group Trust
11 unchanged sentences
filed with the SEC on August 4, 2021
−Removed: 10.58 Third Amendment to Term Loan Agreement, dated as of October 22, 2021, by and among Kite Realty Group, L.P., KeyBank National Association, as administrative agent, and the lenders party thereto
+Added: 10.55 Third Amendment to Term Loan Agreement, dated as of October 22, 2021, by and among Kite Realty Group, L.P., Kite Realty Group Trust, KeyBank National Association, as administrative agent, and the lenders party thereto
Incorporated by reference to Exhibit 10.3 to the Current Report on Form 8-K of Kite Realty Group Trust filed with the SEC on October 22, 2021
+Added: 10.56 Fourth Amendment to Term Loan Agreement, dated as of July 29, 2022, by and among Kite Realty Group, L.P., Kite Realty Group Trust, KeyBank National Association, as administrative agent, and the lenders party thereto
+Added: Incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K of Kite Realty Group Trust filed with the SEC on August 2, 2022
10.57 Springing Guaranty, dated as of October 22, 2021, by Kite Realty Group Trust
Incorporated by reference to Exhibit 10.4 to the Current Report on Form 8-K of Kite Realty Group Trust filed with the SEC on October 22, 2021
+Added: Description Location
10.58 Term Loan Agreement, dated as of November 22, 2016, by and among Retail Properties of America, Inc.
41 unchanged sentences
Incorporated by reference to Exhibit 10.14 to the Current Report on Form 8-K of Kite Realty Group Trust filed with the SEC on October 22, 2021
+Added: Description Location
10.72 Springing Guaranty with respect to the 2019 Note Purchase Agreement, dated as of October 22, 2021, by Kite Realty Group Trust
2 unchanged sentences
Filed herewith
−Removed: 23.1 Consent of Ernst & Young LLP relating to the Parent Company
−Removed: Filed herewith
−Removed: 23.2 Consent of Ernst & Young LLP relating to the Operating Partnership
−Removed: Filed herewith
23.1 Consent of KPMG LLP relating to the Parent Company
72 unchanged sentences
Kite Realty Group Trust
−Removed: Reports of Independent Registered Public Accounting Firms (PCAOB ID Nos.
−Removed: Balance Sheets as of December 31, 2021 and 2020
−Removed: Statements of Operations and Comprehensive Income for the Years Ended December 31, 2021, 2020 and 2019
−Removed: Statements of Shareholders’ Equity for the Years Ended December 31, 2021, 2020, and 2019
−Removed: Statements of Cash Flows for the Years Ended December 31, 2021, 2020, and 2019
+Added: Report of Independent Registered Public Accounting Firm (PCAOB ID No.
+Added: Consolidated Balance Sheets as of December 31, 2022 and 2021
+Added: Consolidated Statements of Operations and Comprehensive Income for the Years Ended December 31, 2022, 2021 and 2020
+Added: Consolidated Statements of Shareholders’ Equity for the Years Ended December 31, 2022, 2021 and 2020
+Added: Consolidated Statements of Cash Flows for the Years Ended December 31, 2022, 2021 and 2020
Kite Realty Group, L.P.
and subsidiaries
−Removed: Reports of Independent Registered Public Accounting Firms (PCAOB ID Nos.
−Removed: Balance Sheets as of December 31, 2021 and 2020
−Removed: Statements of Operations and Comprehensive Income for the Years Ended December 31, 2021, 2020, and 2019
−Removed: Statements of Partner's Equity for the Years Ended December 31, 2021, 2020, and 2019
−Removed: Statements of Cash Flows for the Years Ended December 31, 2021, 2020, and 2019
+Added: Report of Independent Registered Public Accounting Firm (PCAOB ID No.
+Added: Consolidated Balance Sheets as of December 31, 2022 and 2021
+Added: Consolidated Statements of Operations and Comprehensive Income for the Years Ended December 31, 2022, 2021 and 2020
+Added: Consolidated Statements of Partner’s Equity for the Years Ended December 31, 2022, 2021 and 2020
+Added: Consolidated Statements of Cash Flows for the Years Ended December 31, 2022, 2021 and 2020
Kite Realty Group Trust and Kite Realty Group, L.P.
6 unchanged sentences
Notes to Schedule III
−Removed: All other schedules for which provision is made in the applicable accounting regulation of the Securities and Exchange Commission are not required under the related instructions or are inapplicable and therefore have been omitted.
+Added: All other schedules for which provision is made in the applicable accounting regulation of the Securities and Exchange Commission are not required under the related instructions or are not applicable and therefore have been omitted.
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
1 unchanged sentence
Opinion on the Consolidated Financial Statements
−Removed: We have audited the accompanying consolidated balance sheets of Kite Realty Group Trust and subsidiaries (the Company) as of December 31, 2021 and 2020, the related consolidated statements of operations and comprehensive income, shareholders’ equity, and cash flows for the years then ended, and the related notes and financial statement schedule III – Consolidated Real Estate and Accumulated Depreciation (collectively, the consolidated financial statements).
−Removed: In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2021 and 2020, and the results of its operations and its cash flows for each of the years in the two-year period ended December 31, 2021, in conformity with U.S.
+Added: We have audited the accompanying consolidated balance sheets of Kite Realty Group Trust and subsidiaries (the Company) as of December 31, 2022 and 2021, the related consolidated statements of operations and comprehensive income, shareholders’ equity, and cash flows for each of the years in the three-year period ended December 31, 2022, and the related notes and financial statement schedule III – Consolidated Real Estate and Accumulated Depreciation (collectively, the consolidated financial statements).
+Added: In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2022 and 2021, and the results of its operations and its cash flows for each of the years in the three-year period ended December 31, 2022, in conformity with U.S.
generally accepted accounting principles.
11 unchanged sentences
We believe that our audits provide a reasonable basis for our opinion.
−Removed: Critical Audit Matters
−Removed: The critical audit matters communicated below are matters arising from the current period audit of the consolidated financial statements that were communicated or required to be communicated to the audit committee and that:
−Removed: (1) relate to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments.
−Removed: The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.
+Added: Critical Audit Matter
+Added: The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that:
+Added: (1) relates to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments.
+Added: The communication of a critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.
Evaluation of investment properties for potential impairment
10 unchanged sentences
We read external communications with investors and analysts in order to identify information regarding potential sales of the Company’s investment properties.
−Removed: Valuation of assets and liabilities acquired in the Retail Properties of America, Inc.
−Removed: As discussed in Note 3 to the consolidated financial statements, on October 22, 2021, the Company completed a merger with Retail Properties of America, Inc.
−Removed: (“RPAI”) in a transaction accounted for as a business combination for consideration of approximately $2.8 billion.
−Removed: The consideration paid was allocated to the acquired assets and liabilities of each property based on their estimated fair values.
−Removed: We identified the evaluation of the estimated fair values of land, buildings, and above and below market lease intangible assets and liabilities acquired in the RPAI acquisition as a critical audit matter.
−Removed: Subjective auditor judgment was required to evaluate the Company’s land valuations and certain inputs used in the Company’s determination of the estimated fair values of certain other assets and liabilities, specifically forecasted individual property net operating income and capitalization rates that were used as inputs to the building valuations, and market rental rates and discount rates that were used as inputs to the valuation of the above and below market lease intangible assets and liabilities.
−Removed: The following are the primary procedures we performed to address this critical audit matter.
−Removed: We evaluated the design and tested the operating effectiveness of certain internal controls related to the Company’s process to allocate the purchase price to the acquired assets and liabilities.
−Removed: This included controls related to the selection and review of the above noted inputs.
−Removed: We assessed the Company’s forecasts of individual property net operating income by comparing projected amounts to the Company’s budgets.
−Removed: We evaluated the Company’s ability to prepare accurate budgets by comparing previous budgets of net operating income for the Company’s individual properties to actual results.
−Removed: We involved valuation professionals with specialized skills and knowledge who assisted in:
−Removed: • for a selection of properties, evaluating the Company’s estimates of fair values of land by comparing the recorded values to comparable land sales using publicly available market data
−Removed: • for a selection of buildings, comparing the Company’s capitalization rates to available market information and industry research publications
−Removed: • for a sample of lease intangible assets and liabilities, comparing market rental rates and discount rates used by the Company to available market information and industry research publications.
We have served as the Company’s auditor since 2020.
6 unchanged sentences
We have audited the accompanying consolidated balance sheets of Kite Realty Group, L.P.
−Removed: and subsidiaries (the Partnership) as of December 31, 2021 and 2020, the related consolidated statements of operations and comprehensive income, partner’s equity, and cash flows for the years then ended, and the related notes and financial statement schedule III – Consolidated Real Estate and Accumulated Depreciation (collectively, the consolidated financial statements).
−Removed: In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Partnership as of December 31, 2021 and 2020, and the results of its operations and its cash flows for each of the years in the two-year period ended December 31, 2021, in conformity with U.S.
+Added: and subsidiaries (the Partnership) as of December 31, 2022 and 2021, the related consolidated statements of operations and comprehensive income, partner’s equity, and cash flows for each of the years in the three-year period ended December 31, 2022, and the related notes and financial statement schedule III – Consolidated Real Estate and Accumulated Depreciation (collectively, the consolidated financial statements).
+Added: In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Partnership as of December 31, 2022 and 2021, and the results of its operations and its cash flows for each of the years in the three-year period ended December 31, 2022, in conformity with U.S.
generally accepted accounting principles.
11 unchanged sentences
We believe that our audits provide a reasonable basis for our opinion.
−Removed: Critical Audit Matters
−Removed: The critical audit matters communicated below are matters arising from the current period audit of the consolidated financial statements that were communicated or required to be communicated to the audit committee and that:
−Removed: (1) relate to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments.
−Removed: The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.
+Added: Critical Audit Matter
+Added: The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that:
+Added: (1) relates to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments.
+Added: The communication of a critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.
Evaluation of investment properties for potential impairment
10 unchanged sentences
We read external communications with investors and analysts in order to identify information regarding potential sales of the Partnership’s investment properties.
−Removed: Valuation of assets and liabilities acquired in the Retail Properties of America, Inc.
−Removed: As discussed in Note 3 to the consolidated financial statements, on October 22, 2021, the Partnership completed a merger with Retail Properties of America, Inc.
−Removed: (“RPAI”) in a transaction accounted for as a business combination for consideration of approximately $2.8 billion.
−Removed: The consideration paid was allocated to the acquired assets and liabilities of each property based on their estimated fair values.
−Removed: We identified the evaluation of the estimated fair values of land, buildings, and above and below market lease intangible assets and liabilities acquired in the RPAI acquisition as a critical audit matter.
−Removed: Subjective auditor judgment was required to evaluate the Partnership’s land valuations and certain inputs used in the Partnership’s determination of the estimated fair values of certain other assets and liabilities, specifically forecasted individual property net operating income and capitalization rates that were used as inputs to the building valuations, and market rental rates and discount rates that were used as inputs to the valuation of the above and below market lease intangible assets and liabilities.
−Removed: The following are the primary procedures we performed to address this critical audit matter.
−Removed: We evaluated the design and tested the operating effectiveness of certain internal controls related to the Partnership’s process to allocate the purchase price to the acquired assets and liabilities.
−Removed: This included controls related to the selection and review of the above noted inputs.
−Removed: We assessed the Partnership’s forecasts of individual property net operating income by comparing projected amounts to the Partnership’s budgets.
−Removed: We evaluated the Partnership’s ability to prepare accurate budgets by comparing previous budgets of net operating income for the Partnership’s individual properties to actual results.
−Removed: We involved valuation professionals with specialized skills and knowledge who assisted in:
−Removed: • for a selection of properties, evaluating the Partnership’s estimates of fair values of land by comparing the recorded values to comparable land sales using publicly available market data
−Removed: • for a selection of buildings, comparing the Partnership’s capitalization rates to available market information and industry research publications
−Removed: • for a sample of lease intangible assets and liabilities, comparing market rental rates and discount rates used by the Partnership to available market information and industry research publications.
We have served as the Partnership’s auditor since 2020.
1 unchanged sentence
February 20, 2023
−Removed: REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
−Removed: The Shareholders and Board of Trustees of Kite Realty Group Trust:
−Removed: Opinion on the Financial Statements
−Removed: We have audited the accompanying consolidated statements of operations and comprehensive income, shareholders’ equity and cash flows of Kite Realty Group Trust (the Company) for the year ended December 31, 2019, and the related notes and financial statement schedule listed in the Index at Item 15(a) (collectively referred to as the “consolidated financial statements”).
−Removed: In our opinion, the consolidated financial statements present fairly, in all material respects, the results of operations of the Company and its cash flows for the year ended December 31, 2019, in conformity with U.S.
−Removed: generally accepted accounting principles .
−Removed: Adoption of ASU No.
−Removed: As discussed in Note 2 to the consolidated financial statements, the Company changed its method of accounting for leases in 2019 due to the adoption of Accounting Standards Update (ASU) No.
−Removed: 2016-02, Leases (Topic 842), and the related amendments.
−Removed: Basis for Opinion
−Removed: These financial statements are the responsibility of the Company’s management.
−Removed: Our responsibility is to express an opinion on the Company’s financial statements based on our audit.
−Removed: We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S.
−Removed: federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
−Removed: We conducted our audit in accordance with the standards of the PCAOB.
−Removed: Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud.
−Removed: Our audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks.
−Removed: Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements.
−Removed: Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements.
−Removed: We believe that our audit provides a reasonable basis for our opinion.
−Removed: /s/ Ernst & Young LLP
−Removed: We served as the Company’s auditor from 2004 to 2020.
−Removed: Indianapolis, Indiana
−Removed: February 20, 2020
−Removed: REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
−Removed: The Partners of Kite Realty Group, L.P.
−Removed: and subsidiaries and the Board of Trustees of Kite Realty Group Trust:
−Removed: Opinion on the Financial Statements
−Removed: We have audited the accompanying consolidated statements of operations and comprehensive income, partner’s equity and cash flows of Kite Realty Group, L.P.
−Removed: and subsidiaries (the Partnership) for the year ended December 31, 2019, and the related notes and financial statement schedule listed in the Index at Item 15(a) (collectively referred to as the “consolidated financial statements”).
−Removed: In our opinion, the consolidated financial statements present fairly, in all material respects, the results of operations of the Partnership and its cash flows for the year ended December 31, 2019, in conformity with U.S.
−Removed: generally accepted accounting principles .
−Removed: Adoption of ASU No.
−Removed: As discussed in Note 2 to the consolidated financial statements, the Partnership changed its method of accounting for leases in 2019 due to the adoption of Accounting Standards Update (ASU) No.
−Removed: 2016-02, Leases (Topic 842), and the related amendments.
−Removed: Basis for Opinion
−Removed: These financial statements are the responsibility of the Partnership’s management.
−Removed: Our responsibility is to express an opinion on the Partnership’s financial statements based on our audit.
−Removed: We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Partnership in accordance with the U.S.
−Removed: federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
−Removed: We conducted our audit in accordance with the standards of the PCAOB.
−Removed: Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud.
−Removed: Our audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks.
−Removed: Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements.
−Removed: Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements.
−Removed: We believe that our audit provides a reasonable basis for our opinion.
−Removed: /s/ Ernst & Young LLP
−Removed: We served as the Partnership’s auditor from 2015 to 2020.
−Removed: Indianapolis, Indiana
−Removed: February 20, 2020
KITE REALTY GROUP TRUST
Consolidated Balance Sheets
−Removed: ($ in thousands, except share data)
+Added: (in thousands, except share and per share data)
2022 December 31,
13 unchanged sentences
Total assets $ 7,341,982 $ 7,639,575
−Removed: Liabilities and Shareholders' Equity:
+Added: Liabilities and Equity:
Mortgage and other indebtedness, net $ 3,010,299 $ 3,150,808
4 unchanged sentences
Limited Partners’ interests in Operating Partnership and other 53,967 55,173
−Removed: Kite Realty Group Trust Shareholders’ Equity:
−Removed: Common Shares, $ 0.01 par value, 490,000,000 and 225,000,000 shares authorized,
−Removed: 218,949,569 and 84,187,999 shares issued and outstanding at December 31, 2021 and 2020, respectively
+Added: Common shares, $ 0.01 par value, 490,000,000 shares authorized,
+Added: 219,185,658 and 218,949,569 shares issued and outstanding at
+Added: December 31, 2022 and 2021, respectively
Additional paid-in capital 4,897,736 4,898,673
−Removed: Accumulated other comprehensive loss ( 15,902 ) ( 30,885 )
+Added: Accumulated other comprehensive income (loss) 74,344 ( 15,902 )
Accumulated deficit ( 1,207,757 ) ( 962,913 )
−Removed: Total Kite Realty Group Trust shareholders’ equity 3,922,047 1,230,654
+Added: Total shareholders’ equity 3,766,515 3,922,047
Noncontrolling interests 5,370 5,146
Total equity 3,771,885 3,927,193
−Removed: Total liabilities and shareholders’ equity $ 7,639,575 $ 2,608,539
+Added: Total liabilities and equity $ 7,341,982 $ 7,639,575
The accompanying notes are an integral part of these consolidated financial statements.
13 unchanged sentences
Depreciation and amortization 469,805 200,460 128,648
−Removed: Impairment charges — — 37,723
Total expenses 737,396 426,057 236,367
Gain on sales of operating properties, net 27,069 31,209 4,733
−Removed: Operating (loss) income ( 21,524 ) 35,011 71,757
+Added: Operating income (loss) 91,669 ( 21,524 ) 35,011
+Added: Other (expense) income:
Interest expense ( 104,276 ) ( 60,447 ) ( 50,399 )
−Removed: Income tax benefit of taxable REIT subsidiary 310 696 282
−Removed: Loss on debt extinguishment — — ( 11,572 )
−Removed: Equity in loss of unconsolidated subsidiaries ( 416 ) ( 1,685 ) ( 628 )
−Removed: Other income (expense), net 355 254 ( 573 )
−Removed: Consolidated net loss ( 81,722 ) ( 16,123 ) ( 2 )
−Removed: Net loss (income) attributable to noncontrolling interests 916 ( 100 ) ( 532 )
−Removed: Net loss attributable to Kite Realty Group Trust common shareholders $ ( 80,806 ) $ ( 16,223 ) $ ( 534 )
−Removed: Net loss per common share – basic & diluted $ ( 0.73 ) $ ( 0.19 ) $ ( 0.01 )
+Added: Income tax (expense) benefit of taxable REIT subsidiary ( 43 ) 310 696
+Added: Equity in earnings (loss) of unconsolidated subsidiaries 256 ( 416 ) ( 1,685 )
+Added: Other income, net 240 355 254
+Added: Net loss ( 12,154 ) ( 81,722 ) ( 16,123 )
+Added: Net (income) loss attributable to noncontrolling interests ( 482 ) 916 ( 100 )
+Added: Net loss attributable to common shareholders $ ( 12,636 ) $ ( 80,806 ) $ ( 16,223 )
+Added: Net loss per common share – basic and diluted $ ( 0.06 ) $ ( 0.73 ) $ ( 0.19 )
Weighted average common shares outstanding – basic 219,074,448 110,637,562 84,142,261
Weighted average common shares outstanding – diluted 219,074,448 110,637,562 84,142,261
−Removed: Dividends declared per common share $ 0.68 $ 0.4495 $ 1.27
−Removed: Consolidated net loss $ ( 81,722 ) $ ( 16,123 ) $ ( 2 )
+Added: Net loss $ ( 12,154 ) $ ( 81,722 ) $ ( 16,123 )
Change in fair value of derivatives 91,271 15,670 ( 14,969 )
−Removed: Total comprehensive loss ( 66,052 ) ( 31,092 ) ( 13,160 )
−Removed: Comprehensive loss (income) attributable to noncontrolling interests 229 367 ( 160 )
−Removed: Comprehensive loss attributable to Kite Realty Group Trust $ ( 65,823 ) $ ( 30,725 ) $ ( 13,320 )
+Added: Total comprehensive income (loss) 79,117 ( 66,052 ) ( 31,092 )
+Added: Comprehensive (income) loss attributable to noncontrolling interests ( 1,507 ) 229 367
+Added: Comprehensive income (loss) attributable to the Company $ 77,610 $ ( 65,823 ) $ ( 30,725 )
The accompanying notes are an integral part of these consolidated financial statements.
8 unchanged sentences
Stock compensation activity 206,591 2 5,483 — — 5,485
−Removed: Other comprehensive loss attributable to Kite Realty Group Trust — — — ( 12,786 ) — ( 12,786 )
−Removed: Distributions declared to common shareholders — — — — ( 106,686 ) ( 106,686 )
−Removed: Net loss attributable to Kite Realty Group Trust — — — — ( 534 ) ( 534 )
−Removed: Exchange of redeemable noncontrolling interests for common shares 10,299 — 167 — — 167
−Removed: Adjustment to redeemable noncontrolling interests — — ( 9,977 ) — — ( 9,977 )
−Removed: Balances, December 31, 2019 83,963,369 $ 840 $ 2,074,436 $ ( 16,283 ) $ ( 769,955 ) $ 1,289,038
−Removed: Stock compensation activity 206,591 $ 2 $ 5,483 $ — $ — $ 5,485
−Removed: Other comprehensive loss attributable to Kite Realty Group Trust — — — ( 14,602 ) — ( 14,602 )
−Removed: Distributions declared to common shareholders — — — — ( 38,128 ) ( 38,128 )
−Removed: Net loss attributable to Kite Realty Group Trust — — — — ( 16,223 ) ( 16,223 )
+Added: Other comprehensive loss — — — ( 14,602 ) — ( 14,602 )
+Added: Distributions to common shareholders — — — — ( 38,128 ) ( 38,128 )
+Added: Net loss attributable to common shareholders — — — — ( 16,223 ) ( 16,223 )
Acquisition of partner’s noncontrolling interest in Pan Am Plaza — — ( 2,500 ) — — ( 2,500 )
5 unchanged sentences
Issuance of common stock – Merger 134,931,465 1,349 2,846,020 — — 2,847,369
−Removed: Other comprehensive income attributable to Kite Realty Group Trust — — — 14,983 — 14,983
−Removed: Distributions declared to common shareholders — — — — ( 57,801 ) ( 57,801 )
−Removed: Net loss attributable to Kite Realty Group Trust — — — — ( 80,806 ) ( 80,806 )
+Added: Other comprehensive income — — — 14,983 — 14,983
+Added: Distributions to common shareholders — — — — ( 57,801 ) ( 57,801 )
+Added: Net loss attributable to common shareholders — — — — ( 80,806 ) ( 80,806 )
Purchase of capped calls — — ( 9,800 ) — — ( 9,800 )
2 unchanged sentences
Balances, December 31, 2021 218,949,569 $ 2,189 $ 4,898,673 $ ( 15,902 ) $ ( 962,913 ) $ 3,922,047
+Added: Stock compensation activity 151,089 $ 2 $ 9,544 $ — $ — $ 9,546
+Added: Other comprehensive income — — — 90,246 — 90,246
+Added: Distributions to common shareholders — — — — ( 232,208 ) ( 232,208 )
+Added: Net loss attributable to common shareholders — — — — ( 12,636 ) ( 12,636 )
+Added: Acquisition of partner’s noncontrolling interest in Killingly Commons — — 416 — — 416
+Added: Exchange of redeemable noncontrolling interests for common shares 85,000 1 1,669 — — 1,670
+Added: Adjustment to redeemable noncontrolling interests — — ( 12,566 ) — — ( 12,566 )
+Added: Balances, December 31, 2022 219,185,658 $ 2,192 $ 4,897,736 $ 74,344 $ ( 1,207,757 ) $ 3,766,515
The accompanying notes are an integral part of these consolidated financial statements.
5 unchanged sentences
Cash flows from operating activities:
−Removed: Consolidated net loss $ ( 81,722 ) $ ( 16,123 ) $ ( 2 )
−Removed: Adjustments to reconcile consolidated net loss to net cash provided by operating activities:
+Added: Net loss $ ( 12,154 ) $ ( 81,722 ) $ ( 16,123 )
+Added: Adjustments to reconcile net loss to net cash provided by operating activities:
+Added: Depreciation and amortization 472,969 203,142 130,783
Gain on sales of operating properties, net ( 27,069 ) ( 31,209 ) ( 4,733 )
−Removed: Impairment charges — — 37,723
−Removed: Loss on debt extinguishment — — 11,572
Straight-line rent ( 16,632 ) ( 5,391 ) 3,131
−Removed: Depreciation and amortization 203,142 130,783 134,860
Compensation expense for equity awards 10,280 6,697 5,998
Amortization of debt fair value adjustments ( 13,521 ) ( 2,993 ) ( 444 )
−Removed: Amortization of in-place lease liabilities ( 2,611 ) ( 3,822 ) ( 3,776 )
+Added: Amortization of in-place lease assets and liabilities ( 4,821 ) ( 2,611 ) ( 3,822 )
Changes in assets and liabilities:
14 unchanged sentences
Capital contribution to unconsolidated joint venture ( 125 ) ( 134 ) ( 541 )
−Removed: Net cash (used in) provided by investing activities ( 91,033 ) ( 80,840 ) 416,594
+Added: Net cash used in investing activities ( 45,149 ) ( 91,033 ) ( 80,840 )
Cash flows from financing activities:
5 unchanged sentences
Loan payments ( 568,963 ) ( 77,591 ) ( 302,477 )
−Removed: Debt extinguishment costs — — ( 14,455 )
Distributions paid – common shareholders ( 179,624 ) ( 57,801 ) ( 38,128 )
Distributions paid – redeemable noncontrolling interests ( 2,622 ) ( 2,208 ) ( 1,533 )
+Added: Acquisition of partner’s interest in Killingly Commons joint venture ( 9,654 ) — —
Acquisition of partner’s interest in Pan Am Plaza joint venture — — ( 2,500 )
−Removed: Net cash provided by (used in) financing activities 44,459 ( 20,902 ) ( 547,249 )
+Added: Net cash (used in) provided by financing activities ( 312,527 ) 44,459 ( 20,902 )
Net change in cash, cash equivalents and restricted cash 21,607 53,777 ( 6,227 )
−Removed: Cash, cash equivalents, and restricted cash, beginning of period 46,586 52,813 45,506
−Removed: Cash, cash equivalents, and restricted cash, end of period $ 100,363 $ 46,586 $ 52,813
+Added: Cash, cash equivalents and restricted cash, beginning of year 100,363 46,586 52,813
+Added: Cash, cash equivalents and restricted cash, end of year $ 121,970 $ 100,363 $ 46,586
Supplemental disclosures
7 unchanged sentences
Consolidated Balance Sheets
−Removed: ($ in thousands, except unit data)
+Added: (in thousands, except unit and per unit data)
2022 December 31,
20 unchanged sentences
Limited Partners’ interests in Operating Partnership and other 53,967 55,173
−Removed: Partner’s Equity:
−Removed: Parent Company:
+Added: Partners’ Equity:
Common equity, 219,185,658 and 218,949,569 units issued and outstanding at
1 unchanged sentence
3,692,171 3,937,949
−Removed: Accumulated other comprehensive loss ( 15,902 ) ( 30,885 )
+Added: Accumulated other comprehensive income (loss) 74,344 ( 15,902 )
Total Partners’ equity 3,766,515 3,922,047
18 unchanged sentences
Depreciation and amortization 469,805 200,460 128,648
−Removed: Impairment charges — — 37,723
Total expenses 737,396 426,057 236,367
Gain on sales of operating properties, net 27,069 31,209 4,733
−Removed: Operating (loss) income ( 21,524 ) 35,011 71,757
+Added: Operating income (loss) 91,669 ( 21,524 ) 35,011
+Added: Other (expense) income:
Interest expense ( 104,276 ) ( 60,447 ) ( 50,399 )
−Removed: Income tax benefit of taxable REIT subsidiary 310 696 282
−Removed: Loss on debt extinguishment — — ( 11,572 )
−Removed: Equity in loss of unconsolidated subsidiaries ( 416 ) ( 1,685 ) ( 628 )
−Removed: Other income (expense), net 355 254 ( 573 )
+Added: Income tax (expense) benefit of taxable REIT subsidiary ( 43 ) 310 696
+Added: Equity in earnings (loss) of unconsolidated subsidiaries 256 ( 416 ) ( 1,685 )
+Added: Other income, net 240 355 254
Net loss ( 12,154 ) ( 81,722 ) ( 16,123 )
1 unchanged sentence
Net loss attributable to common unitholders $ ( 12,777 ) $ ( 82,236 ) $ ( 16,651 )
−Removed: Allocation of net (loss) income:
+Added: Allocation of net loss:
Limited Partners $ ( 141 ) $ ( 1,430 ) $ ( 428 )
4 unchanged sentences
Weighted average common units outstanding – diluted 221,858,084 113,103,177 86,361,139
−Removed: Distributions declared per common unit $ 0.68 $ 0.4495 $ 1.27
−Removed: Consolidated net loss $ ( 81,722 ) $ ( 16,123 ) $ ( 2 )
+Added: Net loss $ ( 12,154 ) $ ( 81,722 ) $ ( 16,123 )
Change in fair value of derivatives 91,271 15,670 ( 14,969 )
−Removed: Total comprehensive loss ( 66,052 ) ( 31,092 ) ( 13,160 )
+Added: Total comprehensive income (loss) 79,117 ( 66,052 ) ( 31,092 )
Comprehensive income attributable to noncontrolling interests ( 623 ) ( 514 ) ( 528 )
−Removed: Comprehensive loss attributable to common unitholders $ ( 66,566 ) $ ( 31,620 ) $ ( 13,688 )
+Added: Comprehensive income (loss) attributable to common unitholders $ 78,494 $ ( 66,566 ) $ ( 31,620 )
The accompanying notes are an integral part of these consolidated financial statements.
10 unchanged sentences
Other comprehensive loss attributable to Parent Company — ( 14,602 ) ( 14,602 )
−Removed: Distributions declared to Parent Company ( 106,686 ) — ( 106,686 )
−Removed: Net loss attributable to Parent Company ( 534 ) — ( 534 )
−Removed: Conversion of Limited Partner Units to shares of the Parent Company 167 — 167
−Removed: Adjustment to redeemable noncontrolling interests ( 9,977 ) — ( 9,977 )
−Removed: Balances, December 31, 2019 $ 1,305,321 $ ( 16,283 ) $ 1,289,038
−Removed: Stock compensation activity 5,485 — 5,485
−Removed: Other comprehensive loss attributable to Parent Company — ( 14,602 ) ( 14,602 )
−Removed: Distributions declared to Parent Company ( 38,128 ) — ( 38,128 )
+Added: Distributions to Parent Company ( 38,128 ) — ( 38,128 )
Net loss attributable to Parent Company ( 16,223 ) — ( 16,223 )
7 unchanged sentences
Other comprehensive income attributable to Parent Company — 14,983 14,983
−Removed: Distributions declared to Parent Company ( 57,801 ) — ( 57,801 )
+Added: Distributions to Parent Company ( 57,801 ) — ( 57,801 )
Net loss attributable to Parent Company ( 80,806 ) — ( 80,806 )
3 unchanged sentences
Balances, December 31, 2021 $ 3,937,949 $ ( 15,902 ) $ 3,922,047
+Added: Stock compensation activity 9,546 — 9,546
+Added: Other comprehensive loss attributable to Parent Company — 90,246 90,246
+Added: Distributions to Parent Company ( 232,208 ) — ( 232,208 )
+Added: Net loss attributable to Parent Company ( 12,636 ) — ( 12,636 )
+Added: Acquisition of partner’s noncontrolling interest in Killingly Commons 416 — 416
+Added: Conversion of Limited Partner Units to shares of the Parent Company 1,670 — 1,670
+Added: Adjustment to redeemable noncontrolling interests ( 12,566 ) — ( 12,566 )
+Added: Balances, December 31, 2022 $ 3,692,171 $ 74,344 $ 3,766,515
The accompanying notes are an integral part of these consolidated financial statements.
5 unchanged sentences
2022 2021 2020
−Removed: Cash flow from operating activities:
−Removed: Consolidated net loss $ ( 81,722 ) $ ( 16,123 ) $ ( 2 )
−Removed: Adjustments to reconcile consolidated net loss to net cash provided by operating activities:
+Added: Cash flows from operating activities:
+Added: Net loss $ ( 12,154 ) $ ( 81,722 ) $ ( 16,123 )
+Added: Adjustments to reconcile net loss to net cash provided by operating activities:
+Added: Depreciation and amortization 472,969 203,142 130,783
Gain on sales of operating properties, net ( 27,069 ) ( 31,209 ) ( 4,733 )
−Removed: Impairment charges — — 37,723
−Removed: Loss on debt extinguishment — — 11,572
Straight-line rent ( 16,632 ) ( 5,391 ) 3,131
−Removed: Depreciation and amortization 203,142 130,783 134,860
Compensation expense for equity awards 10,280 6,697 5,998
Amortization of debt fair value adjustments ( 13,521 ) ( 2,993 ) ( 444 )
−Removed: Amortization of in-place lease liabilities ( 2,611 ) ( 3,822 ) ( 3,776 )
+Added: Amortization of in-place lease assets and liabilities ( 4,821 ) ( 2,611 ) ( 3,822 )
Changes in assets and liabilities:
3 unchanged sentences
Net cash provided by operating activities 379,283 100,351 95,515
−Removed: Cash flow from investing activities:
+Added: Cash flows from investing activities:
Cash and restricted cash acquired in the Merger — 14,992 —
8 unchanged sentences
Capital contribution to unconsolidated joint venture ( 125 ) ( 134 ) ( 541 )
−Removed: Net cash (used in) provided by investing activities ( 91,033 ) ( 80,840 ) 416,594
−Removed: Cash flow from financing activities:
+Added: Net cash used in investing activities ( 45,149 ) ( 91,033 ) ( 80,840 )
+Added: Cash flows from financing activities:
Contributions from the General Partner 30 31 72
4 unchanged sentences
Loan payments ( 568,963 ) ( 77,591 ) ( 302,477 )
−Removed: Debt extinguishment costs — — ( 14,455 )
Distributions paid – common unitholders ( 179,624 ) ( 57,801 ) ( 38,128 )
Distributions paid – redeemable noncontrolling interests ( 2,622 ) ( 2,208 ) ( 1,533 )
+Added: Acquisition of partner’s interest in Killingly Commons joint venture ( 9,654 ) — —
Acquisition of partner’s interest in Pan Am Plaza joint venture — — ( 2,500 )
−Removed: Net cash provided by (used in) financing activities 44,459 ( 20,902 ) ( 547,249 )
+Added: Net cash (used in) provided by financing activities ( 312,527 ) 44,459 ( 20,902 )
Net change in cash, cash equivalents and restricted cash 21,607 53,777 ( 6,227 )
−Removed: Cash, cash equivalents, and restricted cash, beginning of period 46,586 52,813 45,506
−Removed: Cash, cash equivalents, and restricted cash, end of period $ 100,363 $ 46,586 $ 52,813
+Added: Cash, cash equivalents and restricted cash, beginning of year 100,363 46,586 52,813
+Added: Cash, cash equivalents and restricted cash, end of year $ 121,970 $ 100,363 $ 46,586
Supplemental disclosures
9 unchanged sentences
($ in thousands, except share, per share, unit and per unit amounts and where indicated in millions or billions)
+Added: ORGANIZATION AND BASIS OF PRESENTATION
Kite Realty Group Trust (the “Parent Company”), through its majority-owned subsidiary, Kite Realty Group, L.P.
−Removed: (the “Operating Partnership”), owns interests in various operating subsidiaries and joint ventures engaged in the ownership, operation, acquisition, development and redevelopment of high-quality, open-air shopping centers and mixed-used assets in select markets in the United States.
+Added: (the “Operating Partnership”), owns interests in various operating subsidiaries and joint ventures engaged in the ownership, operation, acquisition, development and redevelopment of high-quality, open-air shopping centers and mixed-used assets that are primarily grocery-anchored and located in high-growth Sun Belt and select strategic gateway markets in the United States.
The terms “Company,” “we,” “us,” and “our” refer to the Parent Company and the Operating Partnership, collectively, and those entities owned or controlled by the Parent Company and/or the Operating Partnership.
−Removed: The Operating Partnership was formed on August 16, 2004, when the Parent Company contributed properties and the net proceeds from an initial public offering of shares of its common stock to the Operating Partnership.
+Added: The Operating Partnership was formed on August 16, 2004, when the Parent Company contributed properties and the net proceeds from an initial public offering (“IPO”) of shares of its common stock to the Operating Partnership.
The Parent Company was organized in Maryland in 2004 to succeed in the development, acquisition, construction and real estate businesses of its predecessor.
6 unchanged sentences
As the sole general partner with control of the Operating Partnership, the Parent Company consolidates the Operating Partnership for financial reporting purposes, and the Parent Company does not have any significant assets other than its investment in the Operating Partnership.
+Added: The accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”).
+Added: GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and revenues and expenses during the reported period.
+Added: Actual results could differ from these estimates.
On October 22, 2021, we completed a merger with Retail Properties of America, Inc.
(“RPAI”) in accordance with the Agreement and Plan of Merger dated July 18, 2021 (the “Merger Agreement”), by and among the Company, its wholly owned subsidiary KRG Oak, LLC (“Merger Sub”) and RPAI, pursuant to which RPAI merged with and into Merger Sub (the “Merger”).
−Removed: Immediately following the closing of the Merger, Merger Sub merged with and into the Operating Partnership so that all of the assets and liabilities of the Company continue to be held at or below Operating Partnership level.
+Added: Immediately following the closing of the Merger, Merger Sub merged with and into the Operating Partnership so that all of the assets and liabilities of the Company continue to be held at or below the Operating Partnership level.
The transaction value was approximately $ 4.7 billion, including the assumption of approximately $ 1.8 billion of debt.
−Removed: 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.
+Added: 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.
−Removed: The aggregate value of the Merger consideration paid or payable to former holders of RPAI common stock was approximately $ 2.8 billion, excluding the value of RPAI restricted stock units that vested at closing and certain restricted share awards assumed by the Company at closing.
+Added: The aggregate value of the Merger consideration paid to former holders of RPAI common stock was approximately $ 2.8 billion, excluding the value of RPAI restricted stock units that vested at closing and certain restricted share awards assumed by the Company at closing.
In connection with the Merger, the Operating Partnership issued an equivalent amount of General Partner Units to the Parent Company.
−Removed: At December 31, 2021, we owned interests in 180 operating retail properties totaling approximately 29.0 million square feet and one office property with 0.3 million square feet.
+Added: As of December 31, 2022, we owned interests in 183 operating retail properties totaling approximately 28.8 million square feet and one office property with 0.3 million square feet.
Of the 183 operating retail properties, 11 contain an office component.
−Removed: We also owned eight development projects under construction as of this date.
−Removed: Of the 180 properties, 177 are consolidated in these financial statements and the remaining three are accounted for under the equity method.
−Removed: At December 31, 2020, we owned interests in 90 operating and redevelopment properties totaling approximately 17.3 million square feet.
−Removed: We also owned two development projects under construction as of this date.
−Removed: Of the 90 properties, 87 are consolidated in these financial statements and the remaining three are accounted for under the equity method.
−Removed: BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
−Removed: The accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”).
−Removed: GAAP requires management to make estimates and assumptions that affect the reported
−Removed: amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and revenues and expenses during the reported period.
−Removed: Actual results could differ from these estimates.
−Removed: Components of Investment Properties
−Removed: The composition of the Company’s investment properties as of December 31, 2021 and 2020 were as follows:
−Removed: Balance at December 31,
−Removed: ($ in thousands) 2021 2020
−Removed: Land, building and improvements $ 7,543,376 $ 3,109,122
−Removed: Furniture, equipment and other 7,612 6,979
−Removed: Construction in progress 41,360 27,860
−Removed: Investment properties, at cost $ 7,592,348 $ 3,143,961
−Removed: Consolidation and Investments in Joint Ventures
−Removed: The accompanying financial statements are presented on a consolidated basis and include all accounts of the Parent Company, the Operating Partnership, the taxable REIT subsidiaries (“TRSs”) of the Operating Partnership, subsidiaries of the Operating Partnership that are controlled and any variable interest entities (“VIEs”) in which the Operating Partnership is the primary beneficiary.
−Removed: In general, a VIE is a corporation, partnership, trust or any other legal structure used for business purposes that either (a) has equity investors that do not provide sufficient financial resources for the entity to support its activities, (b) does not have equity investors with voting rights, or (c) has equity investors whose votes are disproportionate from their economics and substantially all of the activities are conducted on behalf of the investor with disproportionately fewer voting rights.
−Removed: The Operating Partnership accounts for properties that are owned by joint ventures in accordance with the consolidation guidance.
−Removed: The Operating Partnership evaluates each joint venture and determines first whether to follow the VIE or the voting interest entity (“VOE”) model.
−Removed: Once the appropriate consolidation model is identified, the Operating Partnership then evaluates whether it should consolidate the joint venture.
−Removed: Under the VIE model, the Operating Partnership consolidates an entity when it has (i) the power to direct the activities of the VIE that most significantly impact the VIE’s economic performance, and (ii) the obligation to absorb losses or the right to receive benefits that could potentially be significant to the VIE.
−Removed: Under the VOE model, the Operating Partnership consolidates an entity when (i) it controls the entity through ownership of a majority voting interest if the entity is not a limited partnership or (ii) it controls the entity through its ability to remove the other partners or owners in the entity, at its discretion, when the entity is a limited partnership.
−Removed: In determining whether to consolidate a VIE with the Operating Partnership, we consider all relationships between the Operating Partnership and the applicable VIE, including development agreements, management agreements and other contractual arrangements, in determining whether we have the power to direct the activities of the VIE that most significantly affect the VIE’s performance.
−Removed: As of December 31, 2021, 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.
−Removed: As of December 31, 2021, these consolidated VIEs had mortgage debt of $ 29.0 million, which were secured by assets of the VIEs totaling $ 117.0 million.
−Removed: The Operating Partnership guarantees the mortgage debt of these VIEs.
−Removed: The Operating Partnership is considered a VIE as the limited partners do not hold kick-out rights or substantive participating rights.
−Removed: The Parent Company consolidates the Operating Partnership as it is the primary beneficiary in accordance with the VIE model.
−Removed: As of December 31, 2021, the Company also owned investments in four unconsolidated joint ventures accounted for under the equity method.
−Removed: The investments are as follows:
−Removed: Three Property Retail Portfolio Joint Venture
−Removed: On June 29, 2018, the Company formed a joint venture involving Nuveen Real Estate, formerly known as TH Real Estate.
−Removed: The Company sold three properties to the joint venture valued in the aggregate at $ 99.8 million and, after considering third-party debt obtained by the venture upon formation, the Company contributed $ 10.0 million for a 20 % noncontrolling ownership interest in the venture.
−Removed: The Company serves as the operating member responsible for day-to-day management of the properties and receives property management and leasing fees.
−Removed: Both members have substantive participating rights over major decisions that impact the economics and operations of the joint venture.
−Removed: The Company is accounting for the joint venture under the equity method as it has the ability to exercise influence but not control over operating and financial policies.
−Removed: Embassy Suites at Eddy Street Commons
−Removed: In December 2017, we formed a joint venture with an unrelated third party to develop and own an Embassy Suites full-service hotel next to our Eddy Street Commons operating property at the University of Notre Dame.
−Removed: We contributed $ 1.4 million of cash to the joint venture in return for a 35 % ownership interest in the venture.
−Removed: The joint venture has entered into a $ 33.8 million construction loan against which $ 33.6 million was drawn as of December 31, 2021.
−Removed: The joint venture is not considered a VIE.
−Removed: The Company is accounting for the joint venture under the equity method as both members have substantive participating rights and we do not control the activities of the venture.
−Removed: Glendale Multifamily Joint Venture
−Removed: In May 2020, the Company formed a joint venture for the planned development of a multifamily project adjacent to our Glendale Town Center operating property.
−Removed: The Company contributed land valued at $ 1.6 million to the joint venture and retained a 12 % interest in the joint venture.
−Removed: The Company’s partner serves as the operating member responsible for day-to-day management.
−Removed: Both members have substantive participating rights over major decisions that impact the economics and operations of the joint venture.
−Removed: The Company is accounting for the joint venture under the equity method as it has the ability to exercise influence but not control over operating and financial policies.
−Removed: Buckingham Joint Venture
−Removed: In September 2021, the Company formed a joint venture for the planned redevelopment of The Corner into a mixed-use, multifamily and retail project.
−Removed: The Company contributed land valued at $ 4.0 million to the joint venture and retained a 50 % interest in the joint venture.
−Removed: The Company’s partner serves as the operating member responsible for day-to-day management.
−Removed: Both members have substantive participating rights over major decisions that impact the economics and operations of the joint venture.
−Removed: The Company is accounting for the joint venture under the equity method as it has the ability to exercise influence but not control over operating and financial policies.
−Removed: Acquisition of Real Estate Properties
−Removed: Upon acquisition of real estate operating properties, including those assets acquired in the Merger with RPAI, we estimate the fair value of acquired identifiable tangible assets and identified intangible assets and liabilities, assumed debt, and any noncontrolling interest in the acquiree at the date of acquisition, based on evaluation of information and estimates available at that date.
−Removed: Based on these estimates, we record the estimated fair value to the applicable assets and liabilities.
−Removed: In making estimates of fair values, a number of sources are utilized, including information obtained as a result of pre-acquisition due diligence, marketing and leasing activities.
−Removed: The estimates of fair value were determined to have primarily relied upon Level 2 and Level 3 inputs, as defined below.
−Removed: Fair value is determined for tangible assets and intangibles, including:
−Removed: • the fair value of the building on an as-if-vacant basis and the fair value of land determined either by comparable market data, real estate tax assessments, independent appraisals or other relevant data;
−Removed: • above-market and below-market in-place lease values for acquired properties, which are based on the present value (using an interest rate that reflects the risks associated with the leases acquired) of the difference between (i) the contractual amounts to be paid pursuant to the in-place leases and (ii) management’s estimate of fair market lease rates for the corresponding in-place leases, measured over the remaining non-cancelable term of the leases.
−Removed: Any below-market renewal options are also considered in the in-place lease values.
−Removed: The capitalized above-market and below-market lease values are amortized as a reduction of or addition to rental income over the term of the lease.
−Removed: Should a tenant vacate, terminate its lease, or otherwise notify us of its intent to do so, the unamortized portion of the lease intangibles would be charged or credited to income;
−Removed: • the value of having a lease in place at the acquisition date.
−Removed: We utilize independent and internal sources for our estimates to determine the respective in-place lease values.
−Removed: Our estimates of value are made using methods similar to those used by independent appraisers.
−Removed: Factors we consider in our analysis include an estimate of costs to execute similar leases including tenant improvements, leasing commissions and foregone costs and rent received during the estimated lease-up period as if the space was vacant.
−Removed: The value of in-place leases is amortized to expense over the remaining initial terms of the respective leases;
−Removed: • the fair value of any assumed financing that is determined to be above or below market terms.
−Removed: We utilize third party and independent sources for our estimates to determine the respective fair value of each mortgage and
−Removed: other indebtedness, including related derivative instruments, assumed.
−Removed: The fair market value of each is amortized to interest expense over the remaining initial terms of the respective instrument.
−Removed: We also consider whether there is any value to in-place leases that have a related customer relationship intangible value.
−Removed: Characteristics we consider in determining these values include the nature and extent of existing business relationships with the tenant, growth prospects for developing new business with the tenant, the tenant’s credit quality, and expectations of lease renewals, among other factors.
−Removed: To date, no tenant relationship has been developed that is considered to have a current intangible value.
+Added: We also owned three development projects under construction as of this date.
+Added: Of the 183 operating retail properties, 180 are consolidated in these financial statements and the remaining three are accounted for under the equity method.
+Added: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Investment Properties
3 unchanged sentences
If a tenant vacates a space prior to the lease expiration, terminates its lease, or otherwise notifies the Company of its intent to do so, any related unamortized tenant allowances are expensed over the shortened lease period.
−Removed: Maintenance and repairs that do not extend the useful lives of the respective assets are reflected in property operating expense in the accompanying consolidated statements of operations and comprehensive income.
+Added: Maintenance and repairs that do not extend the useful lives of the respective assets are reflected within “Property operating” expense in the accompanying consolidated statements of operations and comprehensive income.
Pre-development costs are incurred prior to vertical construction and for certain land held for development during the due diligence phase and include contract deposits, legal, engineering, cost of internal resources and other professional fees related to evaluating the feasibility of developing or redeveloping a shopping center or other project.
3 unchanged sentences
We also capitalize costs such as land acquisition, building construction, interest, real estate taxes, and the costs of personnel directly involved with the development of our properties.
−Removed: As a portion of a development project becomes operational, we expense a pro rata amount of related costs.
+Added: As a portion of a development project becomes operational, we expense a pro rata amount of the related costs.
Depreciation on buildings and improvements is computed using the straight-line method over estimated original useful lives ranging from 10 to 35 years.
2 unchanged sentences
Depreciation may be accelerated for a redevelopment project, including partial demolition of an existing structure, after the asset is assessed for impairment.
+Added: The following table summarizes the composition of the Company’s investment properties as of December 31, 2022 and 2021 (in thousands) :
+Added: Land, buildings and improvements $ 7,656,765 $ 7,550,988
+Added: Construction in progress 75,808 41,360
+Added: Investment properties, at cost $ 7,732,573 $ 7,592,348
+Added: Valuation of Investment Properties
Management reviews operational and development projects, land parcels and intangible assets for impairment on a property-by-property basis whenever events or changes in circumstances indicate that the carrying value of the asset may not be recoverable.
5 unchanged sentences
• a significant concentration of financially troubled tenants;
−Removed: • a reduction in anticipated holding period;
+Added: • a reduction in the anticipated holding period;
• a cost accumulation or delay in project completion date significantly above and beyond the original development or redevelopment estimate;
−Removed: • a significant decrease in market price not in line with general market trends;
+Added: • a significant decrease in the market price not in line with general market trends;
• any other quantitative or qualitative events or factors deemed significant by the Company’s management or Board of Trustees.
9 unchanged sentences
No properties qualified for held for sale accounting treatment as of December 31, 2022 and 2021.
−Removed: Restricted Cash and Escrow Deposits
−Removed: Escrow deposits consist of cash held for real estate taxes, property maintenance, insurance and other requirements at specific properties as required by lending institutions, certain municipalities or other agreements.
+Added: Acquisition of Investment Properties
+Added: Upon acquisition of real estate operating properties, including those assets acquired in the Merger with RPAI, we estimate the fair value of acquired identifiable tangible assets and identified intangible assets and liabilities, assumed debt, and any noncontrolling interest in the acquiree at the date of acquisition, based on evaluation of information and estimates available at that date.
+Added: Based on these estimates, we record the estimated fair value to the applicable assets and liabilities.
+Added: In making estimates of fair value, a number of sources are used, including information obtained as a result of pre-acquisition due diligence, marketing and leasing activities.
+Added: The estimates of fair value were determined to have primarily relied upon Level 2 and Level 3 inputs, as defined below.
+Added: Fair value is determined for tangible assets and intangibles, including:
+Added: • the fair value of the building on an as-if-vacant basis and the fair value of land determined either by comparable market data, real estate tax assessments, independent appraisals or other relevant data;
+Added: • above-market and below-market in-place lease values for acquired properties, which are based on the present value (using an interest rate that reflects the risks associated with the leases acquired) of the difference between (i) the contractual amounts to be paid pursuant to the in-place leases and (ii) management’s estimate of fair market lease rates for the corresponding in-place leases, measured over the remaining non-cancelable term of the leases.
+Added: Any below-market renewal options are also considered in the in-place lease values.
+Added: The capitalized above-market and below-market lease values are amortized as a reduction of or addition to rental income over the term of the lease.
+Added: Should a tenant vacate, terminate its lease, or otherwise notify us of its intent to do so, the unamortized portion of the lease intangibles would be charged or credited to income;
+Added: • the value of having a lease in place at the acquisition date.
+Added: We use independent and internal sources for our estimates to determine the respective in-place lease values.
+Added: Our estimates of value are made using methods similar to those used by independent appraisers.
+Added: Factors we consider in our analysis include an estimate of costs to execute similar leases, including tenant improvements, leasing commissions and foregone costs and rent received during the estimated lease-up period as if the space was vacant.
+Added: The value of in-place leases is amortized to expense over the remaining initial terms of the respective leases;
+Added: • the fair value of any assumed financing that is determined to be above- or below-market terms.
+Added: We use third party and independent sources for our estimates to determine the respective fair value of each mortgage and other indebtedness, including related derivative instruments, assumed.
+Added: The fair market value of each is amortized to interest expense over the remaining initial terms of the respective instruments.
+Added: We also consider whether there is any value to in-place leases that have a related customer relationship intangible value.
+Added: Characteristics we consider in determining these values include the nature and extent of existing business relationships with the tenant, growth prospects for developing new business with the tenant, the tenant’s credit quality, and expectations of lease renewals, among other factors.
+Added: To date, no tenant relationship has been developed that is considered to have a current intangible value.
+Added: Consolidation and Investments in Joint Ventures
+Added: The accompanying financial statements are presented on a consolidated basis and include all accounts of the Parent Company, the Operating Partnership, the taxable REIT subsidiaries (“TRSs”) of the Operating Partnership, subsidiaries of the Operating Partnership that are controlled and any variable interest entities (“VIEs”) in which the Operating Partnership is the primary beneficiary.
+Added: In general, a VIE is a corporation, partnership, trust or any other legal structure used for business purposes that either (a) has equity investors that do not provide sufficient financial resources for the entity to support its activities, (b) does not have equity investors with voting rights, or (c) has equity investors whose votes are disproportionate from their economics and substantially all of the activities are conducted on behalf of the investor with disproportionately fewer voting rights.
+Added: The Operating Partnership accounts for properties that are owned by joint ventures in accordance with the consolidation guidance by evaluating each joint venture and determining first whether to follow the VIE or the voting interest entity (“VOE”) model.
+Added: Once the appropriate consolidation model is identified, the Operating Partnership then evaluates whether it should consolidate the joint venture.
+Added: Under the VIE model, the Operating Partnership consolidates an entity when it has (i) the power to direct the activities of the VIE that most significantly impact the VIE’s economic performance and (ii) the obligation to absorb losses or the right to receive benefits that could potentially be significant to the VIE.
+Added: Under the VOE model, the Operating Partnership consolidates an entity when (i) it controls the entity through ownership of a majority voting interest if the entity is not a limited partnership or (ii) it controls the entity through its ability to remove the other partners or owners in the entity, at its discretion, when the entity is a limited partnership.
+Added: In determining whether to consolidate a VIE with the Operating Partnership, we consider all relationships between the Operating Partnership and the applicable VIE, including development and management agreements and other contractual arrangements, in determining whether we have the power to direct the activities of the VIE that most significantly affect the VIE’s performance.
+Added: As of December 31, 2022, we owned investments in two consolidated joint ventures that were VIEs in which the partners did not have substantive participating rights and we were the primary beneficiary.
+Added: As of December 31, 2022, these consolidated VIEs had mortgage debt of $ 28.3 million, which were secured by assets of the VIEs totaling $ 118.6 million.
+Added: The Operating Partnership guarantees the mortgage debt of these VIEs.
+Added: The Operating Partnership is considered a VIE as the limited partners do not hold kick-out rights or substantive participating rights.
+Added: The Parent Company consolidates the Operating Partnership as it is the primary beneficiary in accordance with the VIE model.
+Added: As of December 31, 2022, the Company also owned investments in four unconsolidated joint ventures accounted for under the equity method as follows:
+Added: Three Property Retail Portfolio Joint Venture
+Added: On June 29, 2018, the Company formed a joint venture with Nuveen Real Estate, formerly known as TH Real Estate.
+Added: The Company sold three properties to the joint venture valued at $ 99.8 million in the aggregate and, after considering third-party debt obtained by the joint venture upon formation, the Company contributed $ 10.0 million for a 20 % noncontrolling ownership interest in the joint venture.
+Added: The Company is the operating member responsible for the day-to-day management of the properties and receives property management and leasing fees.
+Added: Both members have substantive participating rights over major decisions that impact the economics and operations of the joint venture.
+Added: The Company accounts for the joint venture under the equity method as it has the ability to exercise influence but not control over the operating and financial policies.
+Added: Embassy Suites at Eddy Street Commons
+Added: In December 2017, we formed a joint venture with an unrelated third party to develop and own an Embassy Suites full-service hotel next to Eddy Street Commons, our operating retail property at the University of Notre Dame.
+Added: We contributed $ 1.4 million of cash to the joint venture in return for a 35 % ownership interest in the joint venture.
+Added: The joint venture has entered into a $ 33.8 million construction loan, of which $ 33.5 million was drawn as of December 31, 2022.
+Added: The joint venture is not
+Added: considered a VIE.
+Added: The Company accounts for the joint venture under the equity method as both members have substantive participating rights and we do not control the activities of the venture.
+Added: Glendale Multifamily Joint Venture
+Added: In May 2020, the Company formed a joint venture for the planned development of a multifamily project adjacent to our Glendale Town Center operating retail property.
+Added: The Company contributed land valued at $ 1.6 million to the joint venture and retained a 12 % interest in the joint venture.
+Added: The Company’s partner is the operating member responsible for the day-to-day management of the property.
+Added: Both members have substantive participating rights over major decisions that impact the economics and operations of the joint venture.
+Added: The Company accounts for the joint venture under the equity method as it has the ability to exercise influence but not control over the operating and financial policies.
+Added: Buckingham Joint Venture
+Added: In September 2021, the Company formed a joint venture for the planned redevelopment of The Corner (Carmel, IN) into a mixed-use, multifamily and retail project.
+Added: The Company contributed land valued at $ 4.0 million to the joint venture and retained a 50 % interest in the joint venture.
+Added: The Company’s partner is the operating member responsible for the day-to-day management of the property.
+Added: Both members have substantive participating rights over major decisions that impact the economics and operations of the joint venture.
+Added: The Company accounts for the joint venture under the equity method as it has the ability to exercise influence but not control over the operating and financial policies.
Cash and Cash Equivalents
We consider all highly liquid investments purchased with an original maturity of 90 days or less to be cash and cash equivalents.
−Removed: From time to time, such investments may temporarily be held in accounts that are in excess of FDIC and SIPC insurance limits;
+Added: From time to time, such investments may temporarily be held in accounts that are in excess of the Federal Deposit Insurance Corporation (“FDIC”) and the Securities Investor Protection Corporation (“SIPC”) insurance limits;
however, the Company attempts to limit its exposure at any one time.
−Removed: The following is a summary of our total cash, cash equivalents, and restricted cash as presented in our consolidated statements of cash flows for the years ended December 31, 2021, 2020, and 2019:
−Removed: (in thousands) 2021 2020 2019
+Added: The following is a summary of our total cash, cash equivalents and restricted cash as presented in the accompanying consolidated statements of cash flows for the years ended December 31, 2022, 2021, and 2020 (in thousands) :
+Added: Year Ended December 31,
+Added: 2022 2021 2020
Cash and cash equivalents $ 115,799 $ 93,241 $ 43,648
1 unchanged sentence
Total cash, cash equivalents and restricted cash $ 121,970 $ 100,363 $ 46,586
+Added: Restricted Cash and Escrow Deposits
+Added: Escrow deposits consist of cash held for real estate taxes, property maintenance, insurance and other requirements at specific properties as required by lending institutions, certain municipalities or other agreements.
Short-Term Deposits
−Removed: The Company has a short-term deposit held in a custody account at Bank of New York Mellon.
−Removed: The primary objective of management’s short-term deposit activity is to preserve capital for the purpose of funding debt maturities in 2022.
−Removed: The deposit balance approximates fair value and earns interest at a rate of the Federal Funds Rate plus 43 basis points with a maturity date of April 7, 2022.
−Removed: Interest income on the deposit is recorded within “Other income (expense), net” on the accompanying consolidated statements of operations and comprehensive income.
−Removed: The deposit is backed by a pool of marketable securities and a guarantee of principal by Goldman Sachs Group, Inc.
+Added: During the year ended December 31, 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.
+Added: 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.
+Added: Interest income earned on the deposit is recorded within “Other income (expense), net” on the accompanying consolidated statements of operations and comprehensive income.
Fair Value Measurements
2 unchanged sentences
• Level 1 fair value inputs are quoted prices in active markets for identical instruments to which we have access.
−Removed: • Level 2 fair value inputs are inputs other than quoted prices included in Level 1 that are observable for similar instruments, either directly or indirectly, and appropriately consider counterparty creditworthiness in the valuations.
+Added: • Level 2 fair value inputs are inputs other than quoted prices included in Level 1 that are observable for similar instruments, either directly or indirectly, and appropriately consider counterparty creditworthiness in the valuation.
• Level 3 fair value inputs reflect our best estimate of inputs and assumptions market participants would use in pricing an instrument at the measurement date.
2 unchanged sentences
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.
−Removed: As discussed in Note 9 to the consolidated financial statements, we have determined that derivative valuations are classified in Level 2 of the fair value hierarchy.
+Added: As discussed in Note 9 to the consolidated financial statements, we have determined that derivative valuations are classified within Level 2 of the fair value hierarchy.
Note 8 to the consolidated financial statements includes a discussion of the estimated fair value of fixed and variable rate debt, which are estimated using Level 2 and 3 inputs.
Note 3 to the consolidated financial statements includes a discussion of the fair values recorded for the assets acquired in the Merger with RPAI in 2021.
−Removed: Level 3 inputs to this transaction include our estimations of land, net rental rates of anchor and small shop space and capitalization rates.
−Removed: Note 4 to the consolidated financial statements includes a discussion of the fair values recorded when we recognized impairment charges in 2019.
+Added: Level 3 inputs to this transaction include our estimations of land values, net rental rates of anchor and small shop space and capitalization rates.
Level 3 inputs to these transactions include our estimations of disposal values.
2 unchanged sentences
The Company accounts for its derivative financial instruments at fair value calculated in accordance with ASC 820, Fair Value Measurements and Disclosures .
−Removed: Gains or losses resulting from changes in the fair values of those derivatives are accounted for depending on the use of the derivative and whether it qualifies for hedge accounting.
+Added: Gains or losses resulting from changes in the fair value of those derivatives are accounted for depending on the use of the derivative and whether it qualifies for hedge accounting.
We use derivative instruments such as interest rate swaps or rate locks to mitigate interest rate risk on related financial instruments.
9 unchanged sentences
Certain lease agreements contain provisions that grant additional rents based on a tenant’s sales volume (contingent overage rent).
−Removed: Overage rent is recognized when tenants achieve the specified sales targets as defined in their lease agreements.
−Removed: Overage rent is included within “Rental income” in the accompanying consolidated statements of operations and comprehensive income for the years ended December 31, 2021, 2020 and 2019.
+Added: Overage rent is recognized when tenants achieve the specified sales targets as defined in their lease agreements and is included within “Rental income” in the accompanying consolidated statements of operations and comprehensive income for the years ended December 31, 2022, 2021 and 2020.
If we determine that collectibility is probable, we recognize income from rentals based on the methodology described above.
−Removed: We have accounts receivable due from tenants and are subject to the risk of tenant defaults and bankruptcies that may affect the collection of outstanding receivables.
+Added: We have accounts receivable due from tenants and are subject to the risk of tenant defaults and bankruptcies that may affect the collection of the outstanding receivables.
These receivables are reduced for credit loss that is recognized as a reduction to rental income.
−Removed: We regularly evaluate the collectibility of these lease-related receivables by analyzing past due account balances and consider such facts as the credit quality of our customer, historical write-off experience and current economic trends when evaluating the collectibility of rental income.
+Added: We regularly evaluate the collectibility of these lease-related receivables by analyzing past due account balances and consider such facts as the credit quality of our customer, historical write-off experience and current economic trends when evaluating the
+Added: collectibility of rental income.
Although we estimate uncollectible receivables and provide for them through charges against income, actual experience may differ from those estimates.
1 unchanged sentence
As part of our ongoing business strategy, we will, from time to time, sell properties, land parcels and outlots, some of which are ground-leased to tenants.
−Removed: Net gains realized on such sales were $ 0.5 million, $ 5.9 million, and $ 0.2 million for the years ended December 31, 2021, 2020, and 2019,
−Removed: respectively, and are classified within “Other property-related revenue” in the accompanying consolidated statements of operations and comprehensive income.
+Added: Net gains realized on such sales were $ 4.5 million, $ 0.5 million, and $ 5.9 million for the years ended December 31, 2022, 2021, and 2020, respectively, and are classified within “Other property-related revenue” in the accompanying consolidated statements of operations and comprehensive income.
Tenant and Other Receivables and Allowance for Uncollectible Accounts
2 unchanged sentences
Other receivables consist primarily of amounts due from municipalities and from tenants for non-rental revenue-related activities.
−Removed: An allowance for uncollectible accounts is maintained for estimated losses resulting from the inability of certain tenants or others to meet contractual obligations under their lease or other agreements.
−Removed: Accounts are written off when, in the opinion of management, the balance is uncollectible.
+Added: An allowance for uncollectible accounts, including future credit losses of the accrued straight-line rent receivables, is maintained for estimated losses resulting from the inability of certain tenants to meet contractual obligations under their lease agreements.
+Added: Accounts are written off when, in the opinion of management, the balance is deemed uncollectible.
The provision for revenues deemed uncollectible represented 0.7 %, 0.9 %, and 6.0 % of total revenues in each of the years ended December 31, 2022, 2021 and 2020, respectively.
−Removed: The lower percentage for the year ended December 31, 2021 was driven by the recovery of revenues previously deemed uncollectible.
Concentration of Credit Risk
3 unchanged sentences
In addition, our leases with tenants potentially subject us to a concentration of credit risk related to our accounts receivable and revenue.
−Removed: For the year ended December 31, 2021, the Company’s revenue recognized from tenants leasing space in the states where the majority of our portfolio is concentrated, Texas, Florida, New York, Maryland, and North Carolina, were as follows:
+Added: For the year ended December 31, 2022, the Company’s revenue recognized from tenants leasing space in the states where the majority of our portfolio is concentrated, which includes Texas, Florida, New York, Virginia, and Indiana, was as follows:
Florida 9.9 %
New York 6.9 %
−Removed: Maryland 5.8 %
−Removed: North Carolina 5.1 %
+Added: Virginia 6.8 %
+Added: Indiana 6.4 %
Earnings Per Share
3 unchanged sentences
(ii) Limited Partner Units, which may be exchanged for either cash or common shares at the Parent Company’s option and under certain circumstances;
−Removed: (iii) appreciation-only Long-Term Incentive Plan (“AO LTIP”) units, and (iv) deferred common share units, which may be credited to the personal accounts of non-employee trustees in lieu of compensation paid in cash or the issuance of common shares to such trustees.
−Removed: 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.
−Removed: Weighted average Limited Partner Units outstanding for the years ended December 31, 2021, 2020 and 2019 were 2.5 million, 2.2 million and 2.1 million, respectively.
+Added: (iii) appreciation-only Long-Term Incentive Plan (“AO LTIP”) units;
+Added: and (iv) deferred common share units, which may be credited to the personal accounts of non-employee trustees in lieu of compensation paid in cash or the issuance of common shares to such trustees.
+Added: 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 those amounts in the denominator would have no dilutive impact.
+Added: Weighted average Limited Partner Units outstanding were 2.8 million, 2.5 million and 2.2 million for the years ended December 31, 2022, 2021 and 2020, respectively.
These potentially dilutive securities are excluded from the computation of diluted earnings per share due to the net loss position for the years ended December 31, 2022, 2021, and 2020.
1 unchanged sentence
Our primary business is the ownership and operation of high-quality, open-air shopping centers and mixed-use assets.
−Removed: The Company’s chief operating decision maker, which is its Chief Executive Officer, does not distinguish or group our
−Removed: operations on a geographical basis, or any other basis, when measuring and evaluating the financial performance of the Company’s portfolio of properties.
−Removed: Accordingly, we have one operating segment, which also serves as our reportable segment for disclosure purposes in accordance with GAAP, as each property has similar economic characteristics, the Company provides similar services to its tenants and the Company’s chief operating decision maker evaluates the collective performance of our properties.
+Added: The Company’s chief operating decision maker (“CODM”), which is its Chief Executive Officer, reviews operating and financial information for each property on an individual basis and therefore, each property represents an individual operating segment.
+Added: The CODM measures and evaluates the financial performance of our portfolio of properties using net operating income, which consists of rental income less property operating expenses and real estate taxes, and does not distinguish or group our operations on a geographical or any other basis.
+Added: Accordingly, we have aggregated our properties into one reportable segment for disclosure purposes in accordance with GAAP, as each property has similar economic characteristics, the Company provides similar services to its tenants and the Company’s CODM evaluates the collective performance of our properties.
Income Taxes and REIT Compliance
9 unchanged sentences
federal income tax on its taxable income at regular corporate rates for a period of four years following the year in which qualification is lost.
+Added: Additionally, for tax years beginning after December 31, 2022, we would possibly also be subject to certain taxes enacted by the Inflation Reduction Act of 2022 that are applicable to non-REIT corporations, including the nondeductible one percent excise tax on certain stock repurchases.
We may also be subject to certain U.S.
13 unchanged sentences
The Company records interest related to unrecognized tax benefits within “Interest expense” and penalties within “General, administrative and other” expenses in the accompanying consolidated statements of operations and comprehensive income.
−Removed: On March 27, 2020 and December 27, 2020, the Coronavirus Aid, Relief, and Economic Security Act (“CARES Act”) and the Consolidated Appropriations Act, 2021 (“CAA”), respectively, were enacted into law.
−Removed: Among other provisions, the CARES Act and the CAA provide relief to U.S.
−Removed: federal corporate taxpayers through temporary adjustments to net operating loss rules, changes to limitations on interest expense deductibility, and the acceleration of available refunds for minimum tax credit carryforwards.
−Removed: The CARES Act and the CAA did not have a material effect on the Company’s consolidated financial statements.
−Removed: Our tax return for the year ended December 31, 2021 has not been filed as of the filing date of this Form 10-K of the Parent Company and the Operating Partnership.
+Added: Our tax return for the year ended December 31, 2022 has not been filed as of the filing date of this Annual Report on Form 10-K of the Parent Company and the Operating Partnership.
The taxability information presented for our dividends paid in 2022 is based upon management’s estimate.
12 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.
−Removed: The non-redeemable noncontrolling interests in consolidated properties for the years ended December 31, 2021, 2020, and 2019 were as follows:
−Removed: ($ in thousands) 2021 2020 2019
−Removed: Noncontrolling interests balance at January 1, $ 698 $ 698 $ 698
+Added: The following table summarizes the non-redeemable noncontrolling interests in consolidated properties for the years ended December 31, 2022, 2021, and 2020 (in thousands) :
+Added: 2022 2021 2020
+Added: Noncontrolling interests balance as of January 1, $ 5,146 $ 698 $ 698
Noncontrolling interests acquired in the Merger — 4,463 —
−Removed: Net income allocable to noncontrolling interests,
−Removed: excluding redeemable noncontrolling interests ( 15 ) — —
+Added: Net loss (income) allocable to noncontrolling interests, excluding
+Added: redeemable noncontrolling interests
Distributions to noncontrolling interests — — —
−Removed: Noncontrolling interests balance at December 31, $ 5,146 $ 698 $ 698
+Added: Noncontrolling interests balance as of December 31, $ 5,370 $ 5,146 $ 698
Noncontrolling Interests – Joint Venture
1 unchanged sentence
The Company owns 90 % of the joint venture.
−Removed: Subsequent to the Merger, during the period ended December 31, 2021, the Company funded $ 0.4 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.
+Added: As of December 31, 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.
−Removed: 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.
+Added: 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.
+Added: The Company expects that these conditions will be met in the second half of 2023.
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.
4 unchanged sentences
We classify redeemable noncontrolling interests in the Operating Partnership in the accompanying consolidated balance sheets outside of permanent equity because we may be required to pay cash to holders of Limited Partner Units upon redemption of their interests in the Operating Partnership or deliver registered shares upon their conversion.
−Removed: 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.
−Removed: At December 31, 2021, the redemption value of the redeemable noncontrolling interests in the Operating Partnership exceeded the historical book value, and the balance was accordingly adjusted to redemption value.
−Removed: At December 31, 2020, the redemption value of the redeemable noncontrolling interests in the Operating Partnership did not exceed the historical book value, and the balance was accordingly adjusted to historical book value.
+Added: 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
+Added: corresponding adjustment to additional paid-in capital.
+Added: As of December 31, 2022 and 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.
6 unchanged sentences
Limited partners’ weighted average interests in Operating Partnership 1.3 % 2.2 % 2.6 %
−Removed: 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 %.
−Removed: At December 31, 2020, the Parent Company’s interest and the limited partners’ redeemable noncontrolling ownership interests in the Operating Partnership were 97.1 % and 2.9 %.
−Removed: 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.
+Added: As of December 31, 2022, the Parent Company’s interest and the limited partners’ redeemable noncontrolling ownership interests in the Operating Partnership were 98.7 % and 1.3 %.
+Added: As of 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 %.
+Added: Concurrent with the Parent Company’s IPO and related formation transactions, certain individuals received Limited Partner Units of the Operating Partnership in exchange for their interests in certain properties.
The limited partners have the right to redeem Limited Partner Units for cash or, at the Parent Company’s election, common shares of the Parent Company in an amount equal to the market value of an equivalent number of common shares of the Parent Company at the time of redemption.
3 unchanged sentences
There were 2,870,697 and 2,377,777 Limited Partner Units outstanding as of December 31, 2022 and 2021, respectively.
−Removed: The decrease in Limited Partner Units outstanding from December 31, 2020 is due to conversions offset by non-cash compensation awards made to our executive officers in the form of Limited Partner Units.
+Added: 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.
Redeemable Noncontrolling Interests – Subsidiaries
1 unchanged sentence
(“Inland Diversified”) in 2014, Inland Diversified formed joint ventures with the previous owners of certain properties and issued Class B units in three joint ventures that indirectly own those properties.
−Removed: The Class B units related to one of these three joint ventures remain outstanding and are accounted for as noncontrolling interests in the remaining venture.
−Removed: The remaining Class B units will become redeemable at the respective partner’s election in October 2022 and the fulfillment of certain redemption criteria.
−Removed: 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.
−Removed: 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.
−Removed: We consolidate this joint venture because we control the decision making and our joint venture partner has limited protective rights.
−Removed: We classify the redeemable noncontrolling interests related to the remaining Class B units in the accompanying consolidated balance sheets outside of permanent equity because, under certain circumstances, we may be required to pay cash to Class B unitholders in this subsidiary upon redemption of their interests.
+Added: As of December 31, 2021, the Class B units related to one of these joint ventures that owned Crossing at Killingly Commons, our multi-tenant retail property in Dayville, Connecticut, was outstanding and accounted for as noncontrolling interests in the remaining venture.
+Added: In October 2022, the remaining Class B units became redeemable at the partner’s election and the fulfillment of certain redemption criteria for cash or Limited Partner Units in the Operating Partnership.
+Added: In October 2022, we received notice from our joint venture partner of its exercise of their right to redeem the remaining Class B units for cash in the amount of $ 9.7 million, which redemption was funded using cash on October 3, 2022.
+Added: Prior to the redemption, the Class B units did not have a maturity date and were not mandatorily redeemable unless either party had elected for the units to be redeemed.
+Added: Prior to the redemption, we consolidated this joint venture because we controlled the decision-making and our joint venture partner had limited protective rights.
+Added: Prior to the redemption, we classified the redeemable noncontrolling interests related to the remaining Class B units in the accompanying consolidated balance sheets outside of permanent equity because, under certain circumstances, we may have been required to pay cash to the Class B unitholders in this subsidiary upon redemption of their interests.
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.
−Removed: As of December 31, 2021 and 2020, the redemption amounts of these interests did not exceed their fair value nor did they exceed the initial book value.
−Removed: The redeemable noncontrolling interests in the Operating Partnership and subsidiaries for the years ended December 31, 2021, 2020, and 2019 were as follows:
−Removed: ($ in thousands) 2021 2020 2019
−Removed: Redeemable noncontrolling interests balance at January 1, $ 43,275 $ 52,574 $ 45,743
−Removed: Net (loss) income allocable to redeemable noncontrolling interests ( 901 ) 100 532
+Added: As of December 31, 2021, the redemption amounts of these interests did not exceed their fair value nor did they exceed the initial book value.
+Added: The redeemable noncontrolling interests in the Operating Partnership and subsidiaries for the years ended December 31, 2022, 2021, and 2020 were as follows (in thousands) :
+Added: 2022 2021 2020
+Added: Redeemable noncontrolling interests balance as of January 1, $ 55,173 $ 43,275 $ 52,574
+Added: Net income (loss) allocable to redeemable noncontrolling interests 258 ( 901 ) 100
Distributions declared to redeemable noncontrolling interests ( 2,622 ) ( 2,208 ) ( 1,533 )
+Added: Payment for redemption of redeemable noncontrolling interests ( 10,070 ) — —
Other, net including adjustments to redemption value 11,228 15,007 ( 7,866 )
Total limited partners’ interests in Operating Partnership and other
−Removed: redeemable noncontrolling interests balance at December 31,
+Added: redeemable noncontrolling interests balance as of December 31,
$ 53,967 $ 55,173 $ 43,275
2 unchanged sentences
Total limited partners’ interests in Operating Partnership and other
−Removed: redeemable noncontrolling interests balance at December 31,
+Added: redeemable noncontrolling interests balance as of December 31,
$ 53,967 $ 55,173 $ 43,275
Effects of Accounting Pronouncements
−Removed: Debt with Conversion Options
−Removed: We elected to early adopt ASU 2020-06, Debt – Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging – Contracts in Entity’s Own Equity (Subtopic 815-40) , as of January 1, 2021.
−Removed: This new guidance, among other things, simplifies the accounting for convertible instruments by eliminating the requirement to separate conversion features from the host contract.
−Removed: Consequently, a convertible debt instrument will be accounted for as a single liability measured at its amortized cost.
−Removed: The guidance also eliminates the beneficial conversion and cash conversion accounting models for convertible instruments.
−Removed: The adoption of this pronouncement resulted in the March 2021 exchangeable notes being recorded as a single liability with no portion of the proceeds from the issuance of the exchangeable debt instrument recorded as attributable to the conversion feature.
−Removed: See Note 8 to the consolidated financial statements for additional information.
−Removed: Reference Rate Reform
In March 2020, the FASB issued ASU 2020-04, Reference Rate Reform (Topic 848) , which contains practical expedients for reference rate reform related activities that impact debt, leases, derivatives and other contracts.
The guidance in ASU 2020-04 is optional and may be elected over time as reference rate reform activities occur.
−Removed: 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.
+Added: 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.
+Added: During the year ended December 31, 2022, the Company elected to apply additional expedients related to contract modifications, changes in critical terms, and updates to the designated hedged risks as qualifying changes have been made to the applicable debt and derivative contracts.
Application of these expedients preserves the presentation of derivatives consistent with past presentation.
The Company continues to evaluate the impact of the guidance and may apply other elections as applicable as additional changes in the market occur.
−Removed: In April 2020, the FASB issued a question-and-answer document focused on the application of lease accounting guidance to lease concessions provided as a result of COVID-19.
−Removed: Under ASC 842, Leases , the Company would have to evaluate, on a lease-by-lease basis, if a lease concession was the result of a new arrangement reached with the tenant or if a lease concession was under the enforceable rights and obligations within the existing lease agreement.
−Removed: The FASB clarified that entities may elect to not evaluate whether lease-related relief that lessors provide to mitigate the economic effects of COVID-19 is a lease modification.
−Removed: The Company made this election to evaluate COVID-related lease modifications on a disaggregated basis, with such election applied consistently to leases with similar characteristics and similar circumstances.
−Removed: The Company entered into rent deferral agreements during the year ended December 31, 2020 that provided for legally due rent to be paid back over a period of time, typically 12 to 18 months.
−Removed: The Company had deferred the payment by tenants of $ 2.9 million and $ 6.1 million of contractually due rental income that remains outstanding as of December 31, 2021 and 2020, respectively.
−Removed: The future impact of such modifications is dependent upon the extent of lease concessions granted to tenants as a result of COVID-19 in future periods and the elections made by the Company at the time of entering into such concessions.
−Removed: There was not a material amount of rent abatement provided to tenants as a result of COVID-19 during 2021 and 2020.
On October 22, 2021, we completed a Merger with RPAI pursuant to which RPAI merged with and into Merger Sub, with the Company continuing as the surviving public company.
Immediately following the closing of the Merger, Merger Sub merged with and into the Operating Partnership so that all of the assets and liabilities of the Company continue to be held at or below the Operating Partnership level.
−Removed: The aggregate value of the Merger consideration paid or payable to former holders of RPAI common stock was approximately $ 2.8 billion, excluding the value of RPAI restricted stock units that vested at closing and certain restricted share awards assumed by the Company at closing.
+Added: The aggregate value of the Merger consideration paid to former holders of RPAI common stock was approximately $ 2.8 billion, excluding the value of RPAI restricted stock units that vested at closing and certain restricted share awards assumed by the Company at closing.
The total purchase price was calculated based on the closing price of the Company’s common stock on October 21, 2021, the last business day prior to the effective time of the Merger, which was $ 21.18 per share.
−Removed: At the effective time of the Merger, each share of RPAI common stock issued and outstanding immediately prior to the effective time was converted into the right to receive 0.623 newly issued Company common shares.
−Removed: In addition, holders of (i) options to purchase shares of RPAI common stock, (ii) certain awards of restricted shares of RPAI common stock (as agreed in accordance with the Merger Agreement), and (iii) restricted stock units representing the right to vest in and be issued shares of RPAI common stock became entitled to receive cash and/or Company common shares in accordance with the terms of the Merger Agreement.
−Removed: The Company assumed certain existing awards of restricted shares of RPAI common stock, each of which were converted into 0.623 awards of restricted Company common shares in accordance with the Merger Agreement.
−Removed: In connection with the Merger, the Operating Partnership issued an equivalent amount of General Partner Units to the Parent Company.
+Added: At the effective time of the Merger, each share of RPAI common stock issued and outstanding immediately prior to the effective time was converted into the right to receive 0.623 newly issued Company common shares plus cash in lieu of fractional Company shares.
The number of RPAI common stock outstanding as of October 21, 2021 converted to shares of the Company’s common stock was determined as follows:
4 unchanged sentences
Total Company common shares issued 134,931,465
−Removed: The following table presents the purchase price and total value of equity consideration paid by the Company at the close of the Merger (in thousands except the share price of Company common shares):
+Added: The following table presents the purchase price and total value of equity consideration paid by the Company at the close of the Merger (in thousands except share price) :
common shares Equity
−Removed: Consideration Given (Company common shares issued) Total Value
+Added: Consideration Given
+Added: (Company common shares issued) Total Value
of Stock Consideration (1)
1 unchanged sentence
(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.
−Removed: 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.
−Removed: The consolidated net assets and results of operations of RPAI are included in the accompanying consolidated financial statements from the closing date, October 22, 2021.
−Removed: During the year ended December 31, 2021, the Company incurred $ 86.5 million of merger and acquisition costs consisting primarily of fairness opinion, severance charges, legal, professional and data migration costs, which are recorded within “Merger and acquisition costs” in the accompanying consolidated statements of operations and comprehensive income.
+Added: 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.
+Added: During the years ended December 31, 2022 and 2021, the Company incurred $ 0.9 million and $ 86.5 million of merger and acquisition costs, respectively, consisting primarily of professional fees and technology costs in 2022 and fairness opinion, severance charges, and legal, professional and data migration costs in 2021, 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.
−Removed: “Rental income” and “Net loss attributable to Kite Realty Group Trust common shareholders” in the accompanying consolidated statements of operations and comprehensive income include revenues from the RPAI portfolio of $ 94.9 million and net loss of $ 22.8 million for the period from October 22, 2021 through December 31, 2021, which includes $ 74.7 million of depreciation and amortization, as a result of the Merger during the year ended December 31, 2021.
−Removed: Provisional Purchase Price Allocation
+Added: “Rental income” and “Net loss attributable to common shareholders” in the accompanying consolidated statements of operations and comprehensive income include revenues from the RPAI portfolio of $ 94.9 million and net loss of $ 22.8 million for the period from October 22, 2021 through December 31, 2021, which includes $ 74.7 million of depreciation and amortization, as a result of the Merger during the year ended December 31, 2021.
+Added: Purchase Price Allocation
In accordance with ASC 805-10, Business Combinations , the Company accounted for the Merger as a business combination using the acquisition method of accounting.
Based on the value of the common shares issued, the total fair value of the assets acquired and liabilities assumed in the Merger was $ 2.8 billion as of October 22, 2021, the date of the Merger.
−Removed: The following table summarizes the provisional purchase price allocation based on the Company’s initial valuation, including estimates and assumptions of the acquisition date fair value of the tangible and intangible assets acquired and liabilities assumed:
−Removed: Provisional Allocation
+Added: The Company used the following valuation methodologies, inputs and assumptions to estimate the fair value of the assets acquired and liabilities assumed:
• Investment properties:
+Added: The Company estimated the fair value of the buildings on an as-if-vacant basis using either a direct capitalization method or a discounted cash flow analysis.
+Added: Comparable market data, real estate tax assessments and independent appraisals were used in estimating the fair value of the land acquired.
+Added: These valuation methodologies are based on Level 2 and Level 3 inputs in the fair value hierarchy, such as estimates of future income growth, capitalization rates and cash flow projections at the respective properties.
• Acquired lease intangible assets:
+Added: The Company estimated the fair value of its above-market and below-market in-place leases based on the present value (using a discount rate that reflects the risk associated with the leases acquired) of the difference between (i) the contractual amounts to be paid pursuant to the in-place leases and (ii) management’s estimate of fair market lease rates for the corresponding in-place leases, measured over the remaining non-cancelable term of the leases.
+Added: Any below-market renewal options are also considered in the in-place lease values.
+Added: This valuation methodology is based on Level 3 inputs in the fair value hierarchy.
+Added: • In-place lease liabilities:
+Added: The Company estimated the fair value of its in-place leases using independent and internal sources, which are methods similar to those used by independent appraisers.
+Added: Factors we consider in our analysis include an estimate of costs to execute similar leases including tenant improvements, leasing commissions and foregone costs and rent received during the estimated lease-up period as if the space was vacant.
+Added: This valuation methodology is based on Level 3 inputs in the fair value hierarchy.
+Added: • Mortgage and other indebtedness:
+Added: The Company estimated the fair value of the secured and unsecured debt assumed, including related derivative instruments, using third party and independent sources for our estimates.
+Added: Any difference between the fair value and stated value of the assumed debt is recorded as a discount or premium and amortized over the remaining term of the loan using the interest method.
+Added: This valuation methodology is based on Level 2 and Level 3 inputs in the fair value hierarchy.
+Added: The range of the most significant Level 3 assumptions used in determining the value of the real estate and related assets acquired through the Merger with RPAI are as follows:
+Added: Range of Assumptions
+Added: Net rental rate per square foot – Anchors $ 4.00 to $ 45.00
+Added: Net rental rate per square foot – Small Shops $ 7.00 to $ 140.00
+Added: Capitalization rate 5.50 % to 12.00 %
+Added: 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) :
+Added: Purchase Price
+Added: Investment properties $ 4,424,096
+Added: Acquired lease intangible assets 536,342
Cash, accounts receivable and other assets 84,632
Total assets acquired 5,045,070
−Removed: Mortgage and other indebtedness ( 1,848,476 )
+Added: Mortgage and other indebtedness, net ( 1,848,476 )
Accounts payable, other liabilities, tenant security deposits and prepaid rent ( 176,391 )
3 unchanged sentences
Total purchase price $ 2,847,369
−Removed: The fair market value of the acquired properties is based upon a valuation prepared by the Company with assistance of a third-party valuation specialist.
−Removed: As it relates to certain leases and related intangibles, development projects and land held for development, the Company and valuation specialist are still in the process of reviewing the inputs used by the third-party specialist to ensure reasonableness and that the procedures are performed in accordance with management’s policy.
−Removed: Therefore, the final acquisition accounting adjustments, including the purchase price and its allocation, are not yet complete as of this filing.
−Removed: Once the purchase price and allocation are complete, an adjustment to the provisional purchase price or allocation may occur.
−Removed: The range of the most significant Level 3 assumptions utilized in determining the value of the real estate and related assets acquired through the Merger with RPAI are as follows:
−Removed: Net rental rate per square foot – Anchors $ 4.00 to $ 45.00
−Removed: Net rental rate per square foot – Small Shops $ 7.00 to $ 140.00
−Removed: Capitalization rate 5.25 % to 9.00 %
−Removed: The following table details the provisional weighted average amortization periods, in years, of the purchase price provisionally allocated to real estate and related intangible assets and liabilities acquired arising from the Merger:
+Added: The following table details the weighted average amortization periods, in years, of the purchase price allocated to real estate and related intangible assets and liabilities acquired arising from the Merger:
Weighted Average
8 unchanged sentences
The pro forma financial information set forth below is based upon the Company’s historical consolidated statements of operations for the years ended December 31, 2021 and 2020, adjusted to give effect for the properties assumed through the Merger as if they were acquired as of January 1, 2020.
−Removed: 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.
+Added: 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, except per share data) .
Year Ended December 31,
−Removed: ($ in thousands) 2021 2020
Rental income $ 740,954 $ 683,093
6 unchanged sentences
Supplemental Schedule of Non-Cash Investing and Financing Activities Related to the Merger
−Removed: The following table summarizes the Merger-related non-cash investing and financing activities of the Company for the year ended December 31, 2021:
−Removed: ($ in thousands) Year Ended December 31, 2021
+Added: The following table summarizes the Merger-related non-cash investing and financing activities for the year ended December 31, 2021 (in thousands) :
+Added: Year Ended December 31, 2021
Investment properties $ 4,439,387
Acquired lease intangible assets $ 524,058
−Removed: Mortgage and other indebtedness $ ( 1,848,476 )
+Added: Mortgage and other indebtedness, net $ ( 1,848,476 )
In-place lease liabilities $ ( 171,378 )
5 unchanged sentences
Asset Acquisitions
−Removed: The Company closed on the following asset acquisitions during the years ended December 31, 2021, 2020 and 2019, respectively:
−Removed: (i) one multi-tenant retail outparcel at Nora Plaza, an existing operating property, for $ 13.5 million, (ii) one retail operating property for $ 65.3 million, and (iii) one retail operating property for $ 29.0 million and one parking garage for $ 29.5 million.
+Added: The Company closed on the following asset acquisitions during the years ended December 31, 2022, 2021 and 2020 (dollars in thousands) :
+Added: Date Property Name Metropolitan
+Added: Statistical Area (MSA) Property Type Square
+Added: Footage Acquisition
+Added: February 16, 2022 Pebble Marketplace Las Vegas Multi-tenant retail 85,796 $ 44,100
+Added: April 13, 2022 MacArthur Crossing Dallas Two-tenant building 56,077 21,920
+Added: July 15, 2022 Palms Plaza Miami Multi-tenant retail 68,976 35,750
+Added: 210,849 $ 101,770
+Added: December 22, 2021 Nora Plaza Shops Indianapolis, IN Multi-tenant
+Added: retail outparcel 23,722 $ 13,500
+Added: December 28, 2020 Eastgate Crossing Durham-Chapel Hill, NC Multi-tenant retail 156,275 $ 65,479
+Added: The above acquisitions were funded using a combination of available cash on hand and proceeds from the Company’s unsecured revolving line of credit.
The fair value of the real estate and other assets acquired were primarily determined using the income approach, which required us to make assumptions about market leasing rates, tenant-related costs, discount rates, and disposal rates.
The estimates of fair value primarily relied upon Level 2 and Level 3 inputs, as previously defined.
−Removed: The following table summarizes the fair value of assets acquired and liabilities assumed for the asset acquisitions completed during the years ended December 31, 2021, 2020 and 2019:
+Added: The following table summarizes the fair value of assets acquired and liabilities assumed for the asset acquisitions completed during the years ended December 31, 2022, 2021 and 2020 (in thousands) :
Year Ended December 31,
−Removed: ($ in thousands) 2021 2020 2019
+Added: 2022 2021 2020
Investment properties, net $ 99,096 $ 13,488 $ 63,570
7 unchanged sentences
Total assumed liabilities 3,995 3,867 526
−Removed: Fair value of acquired net assets $ 9,925 $ 65,298 $ 58,205
+Added: Fair value of net assets acquired $ 100,335 $ 9,925 $ 65,298
(1) The weighted average remaining life of leases at the acquired properties is approximately 6.7 years, 5.3 years and 3.2 years for asset acquisitions completed during the years ended December 31, 2022, 2021 and 2020, respectively.
−Removed: The range of the most significant Level 3 assumptions utilized in determining the value of the real estate and related assets acquired through asset acquisitions are as follows:
+Added: The range of the most significant Level 3 assumptions used in determining the value of the real estate and related assets acquired through asset acquisitions are as follows:
2022 2021 2020
−Removed: Net rental rate per square foot – Anchors N/A to N/A
−Removed: $ 22.50 to $ 27.50
+Added: Net rental rate per square foot – Anchors $ 20.50 to $ 40.00
$ 22.50 to $ 27.50
2 unchanged sentences
$ 15.00 to $ 65.00
−Removed: Discount rate 9.0 %
+Added: Discount rate 5.75 % to 7.25 %
The results of operations for each of the properties acquired through asset acquisitions during the years ended December 31, 2022, 2021 and 2020 have been included in operations since their respective dates of acquisition.
−Removed: DISPOSALS OF OPERATING PROPERTIES AND IMPAIRMENT CHARGES
−Removed: During the year ended December 31, 2021, the Company sold one operating property, Westside Market, for gross proceeds of $ 24.8 million and a net gain of $ 4.3 million.
−Removed: In addition, the Company sold 17 ground leases for gross proceeds of $ 42.0 million and a net gain of $ 27.6 million.
−Removed: A portion of the proceeds was used to pay down our unsecured revolving credit facility.
−Removed: There were no operating properties sold during the year ended December 31, 2020.
−Removed: The Company sold one redevelopment property for gross proceeds of $ 14.0 million and a net gain of $ 3.1 million during the year ended December 31, 2020.
−Removed: During the year ended December 31, 2019, the Company sold 23 operating properties for aggregate gross proceeds of $ 543.8 million and a net gain of $ 39.0 million.
−Removed: During 2019, in connection with the preparation and review of the financial statements for the applicable periods, we evaluated a total of seven operating properties for impairment and recorded a cumulative $ 37.7 million impairment charge due to changes in facts and circumstances underlying the Company’s expected future hold period of these properties.
−Removed: A shortening of the expected future hold period is considered an impairment indicator under applicable accounting rules, and this indicator caused us to further evaluate the carrying value of these properties.
−Removed: We concluded the estimated undiscounted cash flows over the expected holding period did not exceed the carrying value of these assets given the new holding period, leading to the charge.
−Removed: We estimated the fair value using the market approach by utilizing recent sales offers without adjustment.
−Removed: We compared the estimated aggregate fair value of $ 176.0 million to the carrying values, which resulted in the recording of the non-cash impairment charge of $ 37.7 million for the year ended December 31, 2019.
−Removed: The results of all the operating properties sold in 2021, 2020, and 2019 are not included in discontinued operations in the accompanying consolidated statements of operations and comprehensive income as none of the operating properties individually, nor in the aggregate, represent a strategic shift that has had or will have a material effect on our operations or financial results.
+Added: The Company closed on the following dispositions during the years ended December 31, 2022, 2021 and 2020 (dollars in thousands) :
+Added: Date Property Name MSA Property Type Square
+Added: Footage Sales Price Gain (Loss)
+Added: January 26, 2022 Hamilton Crossing Centre Indianapolis Redevelopment — $ 6,900 $ 3,168
+Added: June 16, 2022 Plaza Del Lago Chicago Multi-tenant retail (1)
+Added: 100,016 58,650 23,958
+Added: October 27, 2022 Lincoln Plaza – Lowe’s Worcester, MA Ground lease interest (2)
+Added: — 10,000 ( 57 )
+Added: 100,016 $ 75,550 $ 27,069
+Added: October 26, 2021 Westside Market Dallas/Ft.
+Added: Worth Multi-tenant retail 93,377 $ 24,775 $ 4,323
+Added: July 30, 2020 Courthouse Shadows Naples, FL Redevelopment — $ 14,000 $ 3,057
+Added: (1) Plaza Del Lago also contains 8,800 square feet of residential space comprised of 18 multifamily rental units.
+Added: (2) The Company sold the ground lease interest in one tenant at an existing multi-tenant operating retail property.
+Added: The total number of properties in our portfolio was not affected by this transaction.
+Added: During the year ended December 31, 2021, the Company also sold 17 ground leases for gross proceeds of $ 42.0 million and a net gain on sale of $ 27.6 million.
+Added: A portion of the proceeds was used to pay down our unsecured revolving line of credit.
+Added: There were no discontinued operations for the years ended December 31, 2022, 2021 and 2020 as none of the dispositions represented a strategic shift that has had, or will have, a material effect on our operations or financial results.
SHARE-BASED COMPENSATION
−Removed: The Company’s 2013 Equity Incentive Plan (the “Plan”), as amended and restated as of February 28, 2019, authorizes options to acquire common shares and other share-based compensation awards to be granted to employees and trustees for up to an additional 3,000,000 common share equivalents of the Company.
+Added: During the year ended December 31, 2022, the Board of Trustees adopted an amendment and restatement of the Kite Realty Group Trust 2013 Equity Incentive Plan, which became effective as of shareholder approval on May 11, 2022 (the “Equity Plan”).
+Added: The Equity Plan authorizes the issuance of share options, share appreciation rights, restricted shares and units, long-term incentive plan units (“LTIP units”), “appreciation only” LTIP units (“AO LTIP units”), performance awards and other share-based awards to employees and trustees for up to an additional 3,000,000 common share equivalents of the Company.
The Company accounts for its share-based compensation in accordance with the fair value recognition provisions provided in ASC 718, Stock Compensation .
−Removed: Total share-based compensation expense, net of amounts capitalized, included within “General, administrative and other” expenses in the accompanying consolidated statements of operations and comprehensive income for the years ended December 31, 2021, 2020, and 2019 was $ 7.2 million, $ 5.6 million, and $ 5.3 million, respectively.
−Removed: For the years ended December 31, 2021, 2020, and 2019, total share-based compensation cost capitalized for development activities was $ 1.0 million, $ 1.2 million, and $ 1.1 million, respectively.
+Added: During the years ended December 31, 2022, 2021, and 2020, the Company recognized $ 10.3 million, $ 7.2 million, and $ 5.6 million of share-based compensation expense, net of amounts capitalized, respectively, which is included within “General, administrative and other” expenses in the accompanying consolidated statements of operations and comprehensive income.
+Added: During the years ended December 31, 2022, 2021, and 2020, the Company capitalized $ 1.3 million, $ 1.0 million, and $ 1.2 million of share-based compensation for development activities, respectively.
The Company recognizes forfeitures as they occur.
−Removed: As of December 31, 2021, there were 1,277,380 shares and units available for grant under the Plan.
+Added: As of December 31, 2022, there were 6,372,430 shares and units available for grant under the Equity Plan.
Share Options
−Removed: Pursuant to the Plan, the Company may periodically grant options to purchase common shares at an exercise price equal to the grant date fair value of the Company’s common shares.
+Added: Pursuant to the Equity Plan, the Company may periodically grant options to purchase common shares at an exercise price equal to the grant date fair value of the Company’s common shares.
Options granted typically vest over a five-year period and expire 10 years from the grant date.
The Company issues new common shares upon the exercise of options.
−Removed: The following table summarizes the option activity under the Plan as of December 31, 2021 and changes during the year then ended:
−Removed: ($ in thousands, except share and per share data) Options Weighted Average
+Added: The following table summarizes the option activity for the year ended December 31, 2022 (dollars in thousands except share and per share data) :
+Added: Options Weighted Average
Exercise Price Aggregate
1 unchanged sentence
Contractual Term (in years)
−Removed: Outstanding at January 1, 2021 21,567 $ 20.67
+Added: Outstanding as of January 1, 2022 1,250 $ 20.20
Exercised ( 1,250 ) 20.20
−Removed: Expired ( 19,067 ) 21.04
−Removed: Forfeited — —
−Removed: Outstanding at December 31, 2021 1,250 $ 20.20 $ 2 0.33
−Removed: Exercisable at December 31, 2021 1,250 $ 20.20 $ 2 0.33
−Removed: Exercisable at December 31, 2020 21,567 $ 20.67
−Removed: There were no options granted in 2021, 2020 or 2019.
+Added: Outstanding as of December 31, 2022 — $ — $ — 0.00
+Added: Exercisable as of December 31, 2022 — $ — $ — 0.00
+Added: Exercisable as of December 31, 2021 1,250 $ 20.20
+Added: There were no options granted during the years ended December 31, 2022, 2021 or 2020.
The aggregate intrinsic value of the 1,250 , 1,250 and 2,500 options exercised during the years ended December 31, 2022, 2021, and 2020 was $ 3,300 , $ 6,550 and $ 2,000 , respectively.
Restricted Shares
−Removed: In addition to share option grants, the Plan also authorizes the grant of share-based compensation awards in the form of restricted common shares.
−Removed: Under the terms of the Plan, these restricted shares, which are considered to be outstanding shares from the date of grant, typically vest over a period ranging from three to five years .
+Added: The Equity Plan authorizes the grant of restricted common shares, which are considered outstanding shares from the date of grant and typically vest over a period ranging from three to five years .
The Company pays dividends on restricted shares and such dividends are charged directly to shareholders’ equity.
−Removed: In connection with the Merger, we assumed the terms of award agreements governing 56,765 unvested restricted shares (as converted pursuant to the exchange ratio) granted prior to the Merger under RPAI’s equity incentive plan.
−Removed: Each assumed award is a time-vesting award that was issued with a three-year service period, unless accelerated pursuant to the original agreement or otherwise modified in connection with the Merger or the resulting integration.
−Removed: The following table summarizes the restricted share activity to employees and non-employee members of the Board of Trustees as of December 31, 2021 and changes during the year then ended:
+Added: The following table summarizes the restricted share activity to employees and the Board of Trustees for the year ended December 31, 2022:
Restricted Shares Weighted Average
1 unchanged sentence
Value per share
−Removed: Restricted shares outstanding at January 1, 2021 321,591 $ 14.42
+Added: Restricted shares outstanding as of January 1, 2022 323,232 $ 18.27
Shares granted 206,855 21.15
−Removed: Shares assumed in the Merger 56,765 21.13
Shares forfeited ( 17,674 ) 21.07
Shares vested ( 211,580 ) 18.38
−Removed: Restricted shares outstanding at December 31, 2021 323,232 $ 18.27
−Removed: The following table summarizes the restricted share grants and vestings during the years ended December 31, 2021, 2020, and 2019:
−Removed: ($ in thousands, except share and per share data) Number of Restricted Shares Granted Weighted Average
+Added: Restricted shares outstanding as of December 31, 2022 300,833 $ 19.98
+Added: The following table summarizes the restricted share grants and vestings during the years ended December 31, 2022, 2021, and 2020 (dollars in thousands, except share and per share data) :
+Added: Restricted Shares Granted Weighted Average
Grant Date Fair
−Removed: Value per share Fair Value of Restricted Shares Vested
+Added: Value per Share Fair Value of
+Added: Restricted Shares Vested
2022 206,855 $ 21.15 $ 4,459
1 unchanged sentence
2020 211,476 $ 13.21 $ 2,727
−Removed: As of December 31, 2021, there was $ 3.9 million of total unrecognized compensation cost related to restricted shares, which is expected to be recognized over a weighted average period of 0.90 years.
+Added: As of December 31, 2022, there was $ 3.4 million of total unrecognized compensation expense related to restricted shares, which is expected to be recognized over a weighted average period of 0.97 years.
We expect to incur $ 2.1 million of this expense in 2023, $ 1.1 million in 2024, and the remainder in 2025.
−Removed: Performance Awards
−Removed: In 2016, the Compensation Committee of the Company’s Board of Trustees established overall target values for incentive compensation for each executive officer, with 40 % of the target value being granted in the form of time-based awards and the remaining 60 % being granted in the form of performance awards.
−Removed: In 2018, the Compensation Committee awarded each of the Company’s named executive officers a three-year performance award in the form of performance share units (“PSUs”) that ended on December 31, 2020.
−Removed: The performance criteria was based 60 % on the relative Total Shareholder Return (“TSR”) achieved by the Company measured against a peer group over the three-year measurement period and 40 % on the achievement of a defined funds available for distribution (“FAD”).
−Removed: The total number of PSUs issued to the executive officers was based upon a target value of $ 2.4 million, but could be earned in a range of 0 % to 200 % of the target.
−Removed: Additionally, any PSUs earned based on the achievement of the pre-established FAD goals were subject to adjustment (either up or down 25 %) based on the Company’s absolute TSR over the three-year measurement period.
−Removed: Approximately 172,000 PSUs were earned based upon the Company’s performance on the relative TSR measurement.
−Removed: The PSUs were valued at an aggregate value of $ 2.2 million using a Monte Carlo simulation and are fully amortized.
Restricted Units
−Removed: Time-based restricted unit awards were made on a discretionary basis in 2019, 2020, and 2021 based on a review of each prior year’s performance.
−Removed: The following table summarizes the activity for time-based restricted unit awards for the year ended December 31, 2021:
+Added: Time-based restricted unit awards were granted on a discretionary basis to the Company’s named executive officers in 2022, 2021 and 2020 based on a review of the prior year’s performance.
+Added: The following table summarizes the activity for the restricted unit awards for the year ended December 31, 2022:
Restricted Units Weighted Average
1 unchanged sentence
Value per unit
−Removed: Restricted units outstanding at January 1, 2021 491,196 $ 13.32
+Added: Restricted units outstanding as of January 1, 2022 414,441 $ 13.24
Restricted units granted 138,505 17.07
1 unchanged sentence
Restricted units outstanding at December 31, 2022 407,138 $ 14.41
−Removed: The following table summarizes the time-based restricted unit grants and vestings during the years ended December 31, 2021, 2020, and 2019:
−Removed: ($ in thousands, except unit and per unit data) Number of Restricted Units Granted Weighted Average
+Added: The following table summarizes the restricted unit grants and vestings during the years ended December 31, 2022, 2021, and 2020 (dollars in thousands, except unit and per unit data) :
+Added: Restricted Units Granted Weighted Average
Grant Date Fair
−Removed: Value per Unit Fair Value of Restricted Units Vested
+Added: Value per Unit Fair Value of
+Added: Restricted Units Vested
2022 138,505 $ 17.07 $ 3,173
1 unchanged sentence
2020 431,913 $ 13.10 $ 1,784
−Removed: As of December 31, 2021, there was $ 4.2 million of total unrecognized compensation cost related to restricted units granted under the Plan, which is expected to be recognized over a weighted average period of 1.79 years.
−Removed: We expect to incur $ 1.6 million of this expense in 2022, $ 1.1 million in 2023, $ 0.8 million in 2024, and the remainder in 2025.
+Added: As of December 31, 2022, there was $ 4.5 million of total unrecognized compensation expense related to restricted units, which is expected to be recognized over a weighted average period of 1.4 years.
+Added: We expect to incur $ 2.0 million of this expense in 2023, $ 1.6 million in 2024, and the remainder in 2025.
AO LTIP Units
−Removed: During the years ended December 31, 2019, 2020 and 2021, in connection with its annual review of executive compensation and as described in the table below, the Compensation Committee approved an aggregate grant of AO LTIP Units to the Company’s executive officers under the Plan.
+Added: During the years ended December 31, 2020 and 2021, in connection with its annual review of executive compensation and as described in the table below, the Compensation Committee approved an aggregate grant of AO LTIP Units to the Company’s executive officers under the Equity Plan.
AO LTIP Units Participation Threshold
per AO LTIP Unit
−Removed: Executive 2019 Awards 2020 Awards 2021 Awards 2019 Awards 2020 Awards 2021 Awards
+Added: Executive 2020 Awards 2021 Awards 2020 Awards 2021 Awards
Kite 1,729,729 477,612 $ 17.76 $ 16.69
8 unchanged sentences
(i) the grantee remains in continuous service from the grant date through the third anniversary of the grant date;
−Removed: and (ii) at any time during the five-year period following the grant date for the 2019 awards and at any time during the period beginning in the second year and ending at the end of the fifth year following the grant date for the 2020 and 2021 awards, the reported closing price per common share of the Company appreciates at least 20 % for the 2019 awards and at least 15 % for the 2020 and 2021 awards over the applicable Participation Threshold per AO LTIP Unit (as set forth in the table above) for a minimum of 20 consecutive trading days.
+Added: and (ii) at any time during the period beginning in the second year and ending at the end of the fifth year following the grant date for the 2020 and 2021 awards, the reported closing price per common share of the Company appreciates at least 15 % for the 2020 and 2021 awards over the applicable Participation Threshold per AO LTIP Unit (as set forth in the table above) for a minimum of 20 consecutive trading days.
Any AO LTIP Units that do not become vested will be forfeited and become null and void as of the fifth anniversary of the grant date, but AO LTIP Units may also be forfeited earlier in connection with a corporate transaction or with the holder’s termination of service.
−Removed: The AO LTIP Units were valued using a Monte Carlo simulation and the resulting compensation expense is being amortized over three years for the 2019 and 2021 awards and five years for the 2020 awards.
−Removed: For the awards granted in 2019, we recognized $ 1.0 million of compensation expense in 2019, $ 1.1 million of compensation expense in 2020 and 2021 and expect to recognize the remaining $ 0.2 million of this expense in 2022.
−Removed: Compensation expense for the awards granted in 2020 totaled $ 3.6 million, of which we recognized $ 0.6 million and $ 0.7 million of compensation expense in 2020 and 2021, respectively, and expect to annually incur $ 0.7 million of this expense in 2022 through 2024 and the remainder in 2025.
−Removed: Compensation expense for the awards granted in 2021 totaled $ 3.0 million, of which we recognized $ 0.9 million of compensation expense in 2021 and expect to annually incur $ 1.0 million of this expense in 2022 and 2023 and the remainder in 2024.
+Added: The AO LTIP Units were valued using a Monte Carlo simulation and the resulting compensation expense is being amortized over five years for the 2020 awards and three years for the 2021 awards.
+Added: Compensation expense for the awards granted in 2020 totaled $ 3.6 million, of which we recognized $ 0.6 million, $ 0.7 million and $ 0.7 million of compensation expense in 2020, 2021 and 2022, respectively, and expect to annually incur $ 0.7 million of this expense in 2023 and 2024 and the remainder in 2025.
+Added: Compensation expense for the awards granted in 2021 totaled $ 3.0 million, of which we recognized $ 0.9 million and $ 1.0 million of compensation expense in 2021 and 2022, respectively, and expect to incur $ 1.0 million of this expense in 2023 and the remainder in 2024.
+Added: Special Long-Term Equity Award
+Added: In January 2022, the Compensation Committee of the Company’s Board of Trustees granted 363,883 LTIP Units to the Company’s named executive officers as a special long-term equity award related to the Merger, which are subject to both performance and service conditions.
+Added: The LTIP Units granted are subject to an approximate three-year performance and service period, from October 23, 2021 through December 31, 2024, and the performance components are as follows:
+Added: (i) cumulative annualized net operating income for executed new leases from October 1, 2021 to December 31, 2024, which will be weighted at 60 %;
+Added: (ii) post-Merger cash general and administrative expense synergies achieved as of the end of the performance period, which will be weighted at 20 %;
+Added: and (iii) same property net operating income margin improvement over the performance period, which will be weighted at 20 %.
+Added: Overall performance is further subject to an absolute total shareholder return modifier that has the ability to increase (or decrease) the total number of LTIP Units eligible to vest by 25 % (not to exceed the maximum number of LTIP Units).
+Added: Distributions will accrue during the performance period and will be paid only on LTIP Units that vest at the conclusion of the performance period, and any accrued distributions on vested LTIP Units will be settled in cash at such time.
DEFERRED COSTS AND INTANGIBLES, NET
1 unchanged sentence
Deferred leasing costs, lease intangibles and similar costs are amortized on a straight-line basis over the terms of the related leases.
−Removed: At December 31, 2021 and 2020, deferred costs consisted of the following:
−Removed: ($ in thousands) 2021 2020
+Added: As of December 31, 2022 and 2021, deferred costs consisted of the following (in thousands) :
Acquired lease intangible assets $ 522,152 $ 567,149
3 unchanged sentences
Total $ 409,828 $ 541,518
−Removed: The estimated net amounts of amortization from acquired lease intangible assets for each of the next five years and thereafter are as follows:
−Removed: ($ in thousands) Amortization of above-market leases Amortization of acquired lease intangible assets Total
+Added: The estimated net amounts of amortization from acquired lease intangible assets for each of the next five years and thereafter are as follows (in thousands) :
+Added: Amortization of
+Added: above-market leases Amortization of
+Added: acquired lease intangible assets Total
2023 $ 11,823 $ 92,095 $ 103,918
7 unchanged sentences
The amortization of above-market lease intangibles is included as a reduction to “Rental income” in the accompanying consolidated statements of operations and comprehensive income.
−Removed: The amounts of such amortization included in the accompanying consolidated statements of operations and comprehensive income are as follows:
+Added: The amounts of such amortization included in the accompanying consolidated statements of operations and comprehensive income are as follows (in thousands) :
Year Ended December 31,
−Removed: ($ in thousands) 2021 2020 2019
+Added: 2022 2021 2020
Amortization of deferred leasing costs, lease intangibles and other $ 150,245 $ 45,423 $ 13,916
1 unchanged sentence
DEFERRED REVENUE, INTANGIBLES, NET AND OTHER LIABILITIES
−Removed: Deferred revenue and other liabilities consist of the unamortized fair value of below-market lease liabilities recorded in connection with purchase accounting, retainage payables for development and redevelopment projects, tenant rent payments received in advance of the month in which they are due, and lease liabilities recorded upon adoption of ASU 2016-02.
+Added: Deferred revenue and other liabilities consist of (i) the unamortized fair value of below-market lease liabilities recorded in connection with purchase accounting, (ii) retainage payables for development and redevelopment projects, (iii) tenant rent payments received in advance of the month in which they are due, and (iv) lease liabilities recorded upon adoption of ASU 2016-02, Leases (Topic 842) .
The amortization of below-market lease liabilities is recognized as revenue over the remaining life of the leases (including option periods for leases with below-market renewal options) through 2085.
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.
−Removed: At December 31, 2021 and 2020, deferred revenue, intangibles, net and other liabilities consisted of the following:
−Removed: ($ in thousands) 2021 2020
+Added: As of December 31, 2022 and 2021, deferred revenue, intangibles, net and other liabilities consisted of the following (in thousands) :
Unamortized in-place lease liabilities $ 188,815 $ 210,261
3 unchanged sentences
Total $ 298,039 $ 321,419
−Removed: The amortization of below-market lease intangibles is included as a component of “Rental income” in the accompanying consolidated statements and totaled $ 6.1 million, $ 4.8 million and $ 5.0 million for the years ended December 31, 2021, 2020 and 2019, respectively.
−Removed: The estimated net amounts of amortization of in-place lease liabilities and the increasing effect on minimum rent for each of the next five years and thereafter is as follows:
−Removed: ($ in thousands)
+Added: 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 $ 18.4 million, $ 6.1 million and $ 4.8 million for the years ended December 31, 2022, 2021 and 2020, respectively.
+Added: The estimated net amounts of amortization of in-place lease liabilities and the increasing effect on minimum rent for each of the next five years and thereafter is as follows (in thousands) :
2023 $ 17,582
2 unchanged sentences
MORTGAGE AND OTHER INDEBTEDNESS
−Removed: The Company has the following types of indebtedness:
+Added: The following table summarizes the Company’s indebtedness as of December 31, 2022 and 2021 (in thousands) :
Mortgages payable $ 233,621 $ 392,590
1 unchanged sentence
Unsecured term loans 820,000 720,000
−Removed: Revolving line of credit 55,000 25,000
+Added: Unsecured revolving line of credit — 55,000
2,978,256 3,092,225
2 unchanged sentences
Total mortgage and other indebtedness, net $ 3,010,299 $ 3,150,808
−Removed: Consolidated indebtedness, including weighted average maturities and weighted average interest rates as of December 31, 2021, considering the impact of interest rate swaps, is summarized below:
+Added: Consolidated indebtedness, including weighted average interest rates and weighted average maturities as of December 31, 2022, considering the impact of interest rate swaps, is summarized below (dollars in thousands) :
Outstanding Ratio Weighted Average
Interest Rate Weighted
−Removed: Average Maturity
+Added: Average Years to Maturity
Fixed rate debt (1)
9 unchanged sentences
Mortgages Payable
−Removed: The following table summarizes the Company’s mortgages payable:
+Added: The following table summarizes the Company’s mortgages payable (dollars in thousands) :
December 31, 2022 December 31, 2021
−Removed: ($ in thousands) Balance Weighted Average
+Added: Balance Weighted Average
Interest Rate Weighted Average Years
6 unchanged sentences
Total mortgages payable $ 233,621 $ 392,590
−Removed: 1 The fixed rate mortgages had interest rates ranging from 3.75 % to 5.73 % and 3.78 % to 5.73 % as of December 31, 2021 and 2020, respectively.
−Removed: 2 The interest rate on the variable rate mortgage is based on LIBOR plus 160 basis points.
−Removed: The one-month LIBOR rate was 0.10 % and 0.14 % as of December 31, 2021 and 2020, respectively.
+Added: (1) The fixed rate mortgages had interest rates ranging from 3.75 % to 5.73 % as of December 31, 2022 and 2021.
+Added: (2) On April 1, 2022, the interest rate on the variable rate mortgage switched to Bloomberg Short Term Bank Yield Index (“BSBY”) plus 160 basis points from LIBOR plus 160 basis points.
+Added: The one-month BSBY rate was 4.36 % as of December 31, 2022.
+Added: 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.
−Removed: During the year ended December 31, 2021, we made scheduled principal payments of $ 2.7 million related to amortizing loans and paid down $ 25.4 million on a variable rate mortgage payable.
−Removed: In connection with the Merger, the Company assumed mortgage loans totaling $ 90.7 million (including fair market value adjustments of $ 0.6 million), of which the Company repaid a $ 24.1 million mortgage at the closing of the Merger.
−Removed: In addition, the Company assumed a mortgage loan with a principal balance of $ 3.6 million and an interest rate of 3.8 % that matures in 2032 in conjunction with the acquisition of the multi-tenant retail outparcel at Nora Plaza on December 22, 2021.
+Added: During the year ended December 31, 2022, we repaid mortgages payable totaling $ 155.2 million that had a weighted average fixed interest rate of 4.31 % and made scheduled principal payments of $ 3.8 million related to amortizing loans.
Unsecured Notes
−Removed: The following table summarizes the Company’s senior unsecured notes and exchangeable senior notes:
+Added: The following table summarizes the Company’s senior unsecured notes and exchangeable senior notes (dollars in thousands) :
December 31, 2022 December 31, 2021
−Removed: ($ in thousands) Maturity Date Balance Interest Rate Balance Interest Rate
+Added: Maturity Date Balance Interest Rate Balance Interest Rate
Senior notes – 4.23 % due 2023
23 unchanged sentences
(2) Publicly placed notes assumed in connection with the Merger.
−Removed: 3 $ 80,000 of 4.47 % senior unsecured notes has been swapped to a variable rate of LIBOR plus 3.65 % through September 10, 2025.
−Removed: 4 $ 75,000 of 4.57 % senior unsecured notes has been swapped to a variable rate of LIBOR plus 3.75 % through September 10, 2025.
−Removed: Private Placement Senior Unsecured Notes Assumed in the Merger
−Removed: On October 22, 2021, in connection with the Merger, the Operating Partnership entered into a number of assumption agreements pursuant to which the Operating Partnership assumed all of RPAI’s obligations under RPAI’s existing Note Purchase Agreements (“NPAs”) related to an aggregate of $ 450.0 million in principal of privately placed senior unsecured notes (“Private Placement Notes”).
+Added: (3) $ 80,000 of 4.47 % senior unsecured notes has been swapped to a variable rate of three-month LIBOR plus 3.65 % through September 10, 2025.
+Added: (4) $ 75,000 of 4.57 % senior unsecured notes has been swapped to a variable rate of three-month LIBOR plus 3.75 % through September 10, 2025.
+Added: Private Placement Senior Unsecured Notes
+Added: In October 2021, in connection with the Merger, the Operating Partnership entered into a number of assumption agreements pursuant to which the Operating Partnership assumed all of RPAI’s obligations under RPAI’s existing note purchase agreements related to an aggregate of $ 450.0 million in principal of privately placed senior unsecured notes.
+Added: In addition, in August 2015, the Operating Partnership entered into a note purchase agreement in connection with the issuance of $ 250.0 million of senior unsecured notes at a blended rate of 4.41 % and an average maturity of 9.8 years (collectively, the “Private Placement Notes”).
Each series of Private Placement Notes require semi-annual interest payments each year until maturity.
−Removed: The Operating Partnership may prepay at any time all, or from time to time any part of, any series of the Private Placement Notes, in an amount not less than 5 % of the aggregate principal amount of such series of the Private Placement Notes then outstanding in the case of a partial prepayment, at 100 % of the principal amount so prepaid plus a Make-Whole Amount (as defined in the applicable NPA).
+Added: The Operating Partnership may prepay at any time all, or from time to time any part of, any series of the Private Placement Notes in an amount not less than 5 % of the aggregate principal amount of such series of the Private Placement Notes then outstanding in the case of a partial prepayment, at 100 % of the principal amount so prepaid plus a Make-Whole Amount (as defined in the applicable note purchase agreement).
The Make-Whole Amount is equal to the excess, if any, of the discounted value of the remaining scheduled payments with respect to the Private Placement Notes being prepaid over the amount of such Notes.
−Removed: Each NPA contains customary financial maintenance covenants including a maximum total leverage ratio, secured leverage ratio and unsecured leverage ratio and a minimum interest coverage ratio.
−Removed: Each NPA also contains restrictive covenants that restrict the ability of the Operating Partnership and its subsidiaries to, among other things, enter into transactions with affiliates, merge or consolidate, transfer assets or incur liens.
−Removed: Further, each NPA contains customary events of default, including in relation to non-payment, breach of covenants, defaults under certain other indebtedness, judgment defaults and bankruptcy events.
+Added: Each note purchase agreement contains customary financial maintenance covenants, including a maximum total leverage ratio, secured and unsecured leverage ratios and a minimum interest coverage ratio.
+Added: Each note purchase agreement also contains restrictive covenants that restrict the ability of the Operating Partnership and its subsidiaries to, among other things, enter into transactions with affiliates, merge or consolidate, transfer assets or incur liens.
+Added: Further, each note purchase agreement contains customary events of default, including in relation to non-payment, breach of covenants, defaults under certain other indebtedness, judgment defaults and bankruptcy events.
In the case of an event of default, the holders of the Private Placement Notes may, among other remedies, accelerate the payment of all obligations.
−Removed: Publicly Placed Senior Unsecured Notes Assumed in the Merger
−Removed: On October 22, 2021, in connection with the Merger, the Operating Partnership (as successor by merger to RPAI) assumed all of RPAI’s outstanding $ 750.0 million aggregate principal of publicly placed senior unsecured notes (“Public Placement Notes”).
+Added: Publicly Placed Senior Unsecured Notes
+Added: In October 2021, in connection with the Merger, the Operating Partnership (as successor by merger to RPAI) assumed all of RPAI’s outstanding $ 750.0 million aggregate principal of publicly placed senior unsecured notes.
+Added: In addition, the Operating Partnership completed a $ 300.0 million public offering of 4.00 % senior unsecured notes in September 2016 (collectively, the “Public Placement Notes”).
The Public Placement Notes require semi-annual interest payments each year until maturity.
10 unchanged sentences
The Exchangeable Notes bear interest at a rate of 0.75 % per annum, payable semi-annually in arrears, and will mature on April 1, 2027.
−Removed: During the year ended December 31, 2021, we recognized approximately $ 1.6 million of interest expense for the Exchangeable Notes.
+Added: During the years ended December 31, 2022 and 2021, we recognized approximately $ 1.3 million and $ 1.6 million, respectively, of interest expense for the Exchangeable Notes.
Prior to January 1, 2027, the Exchangeable Notes will be exchangeable into cash up to the principal amount of the Exchangeable Notes exchanged and, if applicable, cash or common shares or a combination thereof, only upon certain circumstances and during certain periods.
2 unchanged sentences
The exchange rate will be subject to adjustment upon the occurrence of certain events but will not be adjusted for any accrued and unpaid interest.
−Removed: The Operating Partnership may redeem the Exchangeable Notes, at its option, in whole or in part, on any business day on or after April 5, 2025, if the last reported sale price of the common shares has been at least 130 % of the exchange price then in effect for at least 20 trading days (whether or not consecutive) during any 30 consecutive trading day period ending on, and including, the trading day immediately preceding the date on which the issuer provides notice of redemption at a redemption price equal to 100 % of the principal amount of the Exchangeable Notes to be redeemed, plus accrued and unpaid interest to, but excluding, the redemption date.
+Added: The Operating Partnership may redeem the Exchangeable Notes, at its option, in whole or in part, on any business day on or after April 5, 2025, if the last reported sale price of the common shares has been at least 130 % of the exchange price then in effect for at least 20 trading days (whether or not consecutive) during any 30 consecutive trading day period ending on, and including, the trading day immediately preceding the date on which the issuer provides notice of redemption at a redemption
+Added: price equal to 100 % of the principal amount of the Exchangeable Notes to be redeemed, plus accrued and unpaid interest to, but excluding, the redemption date.
In connection with the Exchangeable Notes, the Operating Partnership entered into privately negotiated capped call transactions (the “Capped Call Transactions”) with certain of the initial purchasers of the Exchangeable Notes or their respective affiliates.
2 unchanged sentences
The cap price of the Capped Call Transactions was initially approximately $ 30.26 , which represents a premium of approximately 50 % over the last reported sale price of common shares on March 17, 2021 and is subject to anti-dilution adjustments under the terms of the Capped Call Transactions.
−Removed: The cost of the Capped Call Transactions was $ 9.8 million and is recorded within additional paid-in capital.
+Added: The cost of the Capped Call Transactions was $ 9.8 million and is recorded within “Additional paid-in capital” in the accompanying consolidated balance sheets.
Unsecured Term Loans and Revolving Line of Credit
−Removed: The following table summarizes the Company’s term loans and revolving line of credit:
+Added: The following table summarizes the Company’s term loans and revolving line of credit (dollars in thousands) :
December 31, 2022 December 31, 2021
−Removed: ($ in thousands) Maturity Date Balance Interest Rate Balance Interest Rate
+Added: Maturity Date Balance Interest Rate Balance Interest Rate
Unsecured term loan due 2023 – fixed rate (1)(2)
6 unchanged sentences
July 17, 2026 150,000 2.73 % 150,000 2.97 %
+Added: Unsecured term loan due 2029 – fixed rate (6)
+Added: July 29, 2029 300,000 4.05 % — — %
Total unsecured term loans $ 820,000 $ 720,000
2 unchanged sentences
January 8, 2026 $ — 5.56 % $ 55,000 1.20 %
−Removed: 1 Unsecured term loans and revolving line of credit assumed in connection with the Merger.
−Removed: 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.
+Added: (1) Unsecured term loans assumed in connection with the Merger.
+Added: (2) As of December 31, 2021, $ 200,000 of LIBOR-based variable rate debt had been swapped to a fixed rate of 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 December 31, 2021.
−Removed: 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.
+Added: (3) As of December 31, 2022, $ 120,000 of Secured Overnight Financing Rate (“SOFR”)-based variable rate debt has been swapped to a fixed rate of 1.58 % plus a credit spread based on a ratings grid ranging from 0.80 % to 1.65 % through July 17, 2024.
The applicable credit spread was 1.10 % as of December 31, 2022.
−Removed: 4 $ 250,000 of LIBOR-based variable rate debt has been swapped to a fixed rate of 5.09 % through October 24, 2025.
−Removed: 5 $ 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.
+Added: As of December 31, 2021, $ 120,000 of LIBOR-based variable rate debt had been swapped to a fixed rate of 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 December 31, 2021.
−Removed: 6 The maturity date of the term loan may be extended for up to three additional periods of one year at the Operating Partnership’s option, subject to certain conditions.
+Added: (4) As of December 31, 2022, $ 250,000 of SOFR-based variable rate debt has been swapped to a fixed rate of 5.09 % through October 24, 2025.
+Added: As of December 31, 2021, $ 250,000 of LIBOR-based variable rate debt had been swapped to a fixed rate of 5.09 % through October 24, 2025.
+Added: The maturity date of the term loan may be extended for up to three additional periods of one year each at the Operating Partnership’s option, subject to certain conditions.
+Added: (5) As of December 31, 2022, $ 150,000 of SOFR-based variable rate debt has been swapped to a fixed rate of 1.68 % plus a credit spread based on a ratings grid ranging from 0.75 % to 1.60 % through July 17, 2026.
+Added: The applicable credit spread was 1.05 % as of December 31, 2022.
+Added: As of December 31, 2021, $ 150,000 of LIBOR-based variable rate debt had 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.
+Added: The applicable credit spread was 1.20 % as of December 31, 2021.
+Added: (6) $ 300,000 of SOFR-based variable rate debt has been swapped to a fixed rate of 2.70 % plus a credit spread based on a ratings grid ranging from 1.15 % to 2.20 % through November 22, 2023.
+Added: The applicable credit spread was 1.35 % as of December 31, 2022.
(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.
+Added: On July 29, 2022, SOFR replaced LIBOR as the interest reference rate for the revolving line of credit.
Unsecured Revolving Credit Facility
−Removed: 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.
−Removed: 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).
−Removed: 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.
−Removed: 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.
+Added: In July 2022, the Operating Partnership, as borrower, and the Company entered into the Second Amendment (the “Second Amendment”) to the Sixth Amended and Restated Credit Agreement, dated as of July 8, 2021 (as amended, the “Credit Agreement”) with a syndicate of financial institutions to provide for (i) a $ 250.0 million increase to the $ 850.0 million unsecured revolving line of credit that was assumed in the Merger, 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”).
+Added: 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.
+Added: The 2022 Revolving Facility has 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.
+Added: Borrowings under the 2022 Revolving Facility 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, plus a facility fee based on the Operating Partnership’s leverage ratio or credit rating, respectively.
+Added: The SOFR rate is also subject to an additional 0.10 % spread adjustment as specified in the Second Amendment.
The 2022 Revolving Facility is currently priced on the leverage-based pricing grid.
1 unchanged sentence
The Company may irrevocably elect to convert to the ratings-based pricing grid at any time.
+Added: As of December 31, 2022, making such an election would have resulted in a lower interest rate;
+Added: 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.
−Removed: The following table summarizes the key terms of the Revolving Facility:
+Added: The following table summarizes the key terms of the 2022 Revolving Facility as of December 31, 2022 (dollars in thousands) :
Leverage-Based Pricing Investment Grade Pricing
−Removed: Credit Agreement Maturity Date Extension Option Extension Fee Credit Spread Facility Fee Credit Spread Facility Fee
+Added: 2022 Credit Agreement Maturity Date Extension Option Extension Fee Credit Spread Facility Fee Credit Spread Facility Fee SOFR Adjustment
$ 1,100,000 unsecured revolving line of credit
5 unchanged sentences
The Operating Partnership’s ability to borrow under the Credit Agreement is subject to ongoing compliance by the Operating Partnership and its subsidiaries with various restrictive covenants, including with respect to liens, transactions with affiliates, dividends, mergers and asset sales.
−Removed: In addition, the Credit Agreement requires that the Operating Partnership satisfy certain financial covenants, including:
−Removed: • a maximum leverage ratio of 60 %, which may be increased to 65 % during the quarter in which a material acquisition occurs and the immediately following fiscal quarter up to two times during the term of the Credit Agreement;
−Removed: • an adjusted EBITDA to fixed charges coverage ratio of at least 1.50 to 1.00;
−Removed: • a ratio of secured indebtedness to total asset value of no more than 45 %;
−Removed: • a ratio of unsecured debt to the value of a pool of unencumbered properties not to exceed 60 %, which may be increased to 65 % during the quarter in which a material acquisition occurs and the immediately following fiscal quarter up to two times during the term of the Credit Agreement;
−Removed: • a ratio of net operating income attributable to a pool of unencumbered properties to unsecured debt interest expense to be not less than 1.75 to 1.00 at any time.
+Added: In addition, the Credit Agreement requires that the Operating Partnership satisfy certain financial covenants, including (i) a maximum leverage ratio;
+Added: (ii) a minimum fixed charge coverage ratio;
+Added: (iii) a maximum secured indebtedness ratio;
+Added: (iv) a maximum unsecured leverage ratio;
+Added: and (v) a minimum unencumbered interest coverage ratio.
As of December 31, 2022, we were in compliance with all such covenants.
1 unchanged sentence
The Credit Agreement also contains customary events of default, the occurrence of which, following any applicable grace period, would permit the lenders to, among other things, declare the principal, accrued interest and other obligations under the Credit Agreement to be immediately due and payable.
−Removed: As of December 31, 2021, we had letters of credit outstanding which totaled $ 1.5 million, against which no amounts were advanced as of December 31, 2021.
−Removed: The Operating Partnership previously had a $ 600.0 million unsecured revolving credit facility that bore interest at a rate of LIBOR plus a credit spread ranging from 1.05 % to 1.50 % and was scheduled to mature on April 22, 2022.
−Removed: In connection with the Operating Partnership’s assumption of RPAI’s Sixth Amended and Restated Credit Agreement, the Operating Partnership terminated its existing revolving credit facility provided pursuant to the Fifth Amended and Restated Credit Agreement, dated as of July 28, 2016, by and among the Operating Partnership, the Company, KeyBank, as administrative agent, and the lenders party thereto.
−Removed: Unsecured Term Loans Assumed in the Merger
−Removed: On October 22, 2021, in connection with the Merger, the Operating Partnership (as successor by merger to RPAI) assumed all of RPAI’s outstanding $ 470.0 million aggregate principal of unsecured term loans (“Unsecured Term Loans”).
−Removed: The following table summarizes the key terms of the Unsecured Term Loans assumed:
+Added: As of December 31, 2022, we had letters of credit outstanding totaling $ 1.5 million, against which no amounts were advanced as of December 31, 2022.
+Added: Unsecured Term Loans
+Added: In July 2022, in conjunction with the Second Amendment, the Operating Partnership obtained a $ 300 M Term Loan that is priced on a ratings-based pricing grid at a rate of SOFR plus a credit spread ranging from 1.15 % to 2.20 %.
+Added: The SOFR rate is also subject to an additional 0.10 % spread adjustment as specified in the Second Amendment.
+Added: Proceeds from the $ 300 M Term Loan were used to repay the Operating Partnership’s $ 200.0 million unsecured term loan that was assumed in the Merger and was scheduled to mature on November 22, 2023 (the “$ 200 M Term Loan”), certain secured loans, and for other general corporate purposes.
+Added: 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.
+Added: The agreement related to the $ 300 M Term Loan includes a
+Added: 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.
+Added: In October 2021, in connection with the Merger, the Operating Partnership (as successor by merger to RPAI) assumed RPAI’s $ 120.0 million (the “$ 120 M Term Loan”) and $ 150.0 million (the “$ 150 M Term Loan”) unsecured term loans, which were originally priced on a leverage-based pricing grid with the credit spread set forth in the leverage grid resetting quarterly based on the Company’s leverage, as calculated at the previous quarter end.
+Added: The Company had the option to irrevocably elect to convert to a ratings-based pricing grid at any time.
+Added: On August 2, 2022, the Company made the election to convert to the ratings-based pricing grid.
+Added: The agreement related to the $ 150 M Term Loan 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.
+Added: Under the agreement related to the $ 120 M Term Loan and the $ 150 M Term Loan, the Operating Partnership has the option to increase each of the term loans to $ 250.0 million 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 term loan agreement, to provide such increased amounts.
+Added: The Operating Partnership is permitted to prepay each of the $ 120 M Term Loan and $ 150 M Term Loan, in whole or in part, at any time without being subject to a prepayment fee.
+Added: In October 2018, the Operating Partnership entered into a term loan agreement with KeyBank National Association, as Administrative Agent, and the other lenders party thereto, providing for an unsecured term loan facility of up to $ 250.0 million (the “$ 250 M Term Loan”).
+Added: The Operating Partnership has the option to increase the $ 250 M Term Loan to $ 300.0 million, subject to certain conditions, including obtaining commitments from any one or more lenders, whether or not currently party to the term loan agreement, to provide such increased amounts.
+Added: The Operating Partnership is permitted to prepay the $ 250 M Term Loan in whole or in part, at any time, subject to a prepayment fee if prepaid on or before October 25, 2023.
+Added: The unsecured term loan agreements contain representations, financial and other affirmative and negative covenants and events of default that are substantially similar to those contained in the Credit Agreement.
+Added: The unsecured term loan agreements all rank pari passu with the Operating Partnership’s 2022 Revolving Facility and other unsecured indebtedness of the Operating Partnership.
+Added: The following table summarizes the key terms of the unsecured term loans as of December 31, 2022 (dollars in thousands) :
Unsecured Term Loans Maturity Date Leverage-Based Pricing
Credit Spread Investment Grade Pricing
−Removed: Credit Spread
+Added: Credit Spread SOFR Adjustment
$ 120,000 unsecured term loan due 2024 (1)
7 unchanged sentences
0.75 % – 1.60 %
−Removed: Under the agreement related to the $ 120.0 million and $ 150.0 million term loans, the Operating Partnership has the option to increase each of the term loans to $ 250.0 million 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 term loan agreement, to provide such increased amounts.
−Removed: In addition, under the agreement related to the $ 200.0 million term loan, the Operating Partnership has the option to increase the term loan to $ 300.0 million upon the Operating Partnership’s request,
−Removed: subject to certain conditions, including obtaining commitments from any one or more lenders, whether or not currently party to the term loan agreement, to provide such increased amounts.
−Removed: The agreements related to the Unsecured Term Loans assumed in the Merger contain representations, financial and other affirmative and negative covenants and events of default that are substantially similar to those contained in the Credit Agreement.
−Removed: The agreement related to the $ 150.0 million term loan 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.
−Removed: Existing Unsecured Term Loan Due 2025
−Removed: On October 25, 2018, the Operating Partnership entered into a Term Loan Agreement (the “Agreement”) with KeyBank National Association, as Administrative Agent, and the other lenders party thereto, providing for an unsecured term loan facility of up to $ 250.0 million (the “$ 250 M Term Loan”).
−Removed: The $ 250 M Term Loan ranks pari passu with the Operating Partnership’s existing Revolving Facility and other unsecured indebtedness of the Operating Partnership.
−Removed: The $ 250 M Term Loan has a scheduled maturity date of October 24, 2025, which maturity date may be extended for up to three additional periods of one year at the Operating Partnership’s option, subject to certain conditions.
−Removed: The Operating Partnership has the option to increase the $ 250 M Term Loan to $ 300.0 million, subject to certain conditions, including obtaining commitments from any one or more lenders, whether or not currently party to the Agreement, to provide such increased amounts.
−Removed: The Operating Partnership is permitted to prepay the $ 250 M Term Loan in whole or in part, at any time, subject to a prepayment fee if prepaid on or before October 25, 2023.
+Added: $ 300,000 unsecured term loan due 2029
+Added: 7/29/2029 N/A 1.15 % – 2.20 %
+Added: (1) In July 2022, SOFR replaced LIBOR as the interest reference rate for these term loans.
+Added: (2) In December 2022, SOFR replaced LIBOR as the interest reference rate for this term loan.
+Added: In addition, the maturity date may be extended for up to three additional periods of one year each at the Operating Partnership’s option, subject to certain conditions.
Debt Issuance Costs
−Removed: Debt issuance costs are amortized on a straight-line basis over the terms of the respective loan agreements.
−Removed: 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:
+Added: Debt issuance costs are amortized over the terms of the respective loan agreements.
+Added: 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 (in thousands) :
Year Ended December 31,
−Removed: ($ in thousands) 2021 2020 2019
+Added: 2022 2021 2020
Amortization of debt issuance costs $ 3,163 $ 2,681 $ 2,135
Debt Maturities
−Removed: The following table presents maturities of mortgage debt and corporate debt as of December 31, 2021:
−Removed: ($ in thousands) Scheduled
+Added: The following table summarizes the scheduled maturities and principal amortization of the Company’s indebtedness as of December 31, 2022 (in thousands) :
Principal Payments Term
10 unchanged sentences
Other Debt Activity
−Removed: The amount of interest capitalized during the years ended December 31, 2021, 2020, and 2019 was $ 1.6 million, $ 1.5 million, and $ 1.9 million, respectively.
+Added: We capitalized interest of $ 2.4 million, $ 1.6 million and $ 1.5 million during the years ended December 31, 2022, 2021, and 2020, respectively.
Fair Value of Fixed and Variable Rate Debt
7 unchanged sentences
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.
−Removed: As of December 31, 2021, we were party to various 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.
−Removed: These derivative agreements effectively fix the interest rate underlying certain variable rate debt instruments over expiration dates through 2026.
−Removed: 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 %.
−Removed: In April 2021, we entered into 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.
−Removed: 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.
−Removed: As of December 31, 2021, the estimated fair value of the forward-starting swaps represented an asset of $ 0.3 million and is reflected within “Prepaid and other assets” in the accompanying consolidated balance sheets.
+Added: During the year ended December 31, 2022, we amended certain interest rate swap agreements, contemporaneous with a modification of the Company’s unsecured revolving credit facility and $ 300 M Term Loan, $ 120 M Term Loan and $ 150 M Term Loan, and $ 250 M Term Loan to facilitate reference rate reform, converting the outstanding swaps from LIBOR to SOFR.
+Added: In addition, we (i) designated the interest rate swaps related to the $ 200 M Term Loan that was repaid in July 2022 to the $ 300 M Term Loan with an effective date of August 2022 and a maturity date of November 2023;
+Added: (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 credit spread of 1.35 % with an effective date of November 2023 and a maturity date of August 2025;
+Added: 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 credit spread of 1.35 % with an effective date of August 2022 and a maturity date of August 2025.
+Added: We also terminated two forward-starting interest rate swaps with notional amounts totaling $ 150.0 million in December 2022 and received proceeds of $ 30.9 million upon termination.
+Added: This settlement is included as a component of accumulated other comprehensive income and will be reclassified to earnings over time as the hedged items are recognized in earnings.
+Added: The following table summarizes the terms and fair values of the Company’s derivative financial instruments that were designated and qualified as part of a hedging relationship as of December 31, 2022 and 2021 (dollars in thousands) :
+Added: Fair Value Assets (Liabilities) (1)
+Added: Type of Hedge Number of Instruments Aggregate Notional Reference Rate Interest Rate Effective Date Maturity Date December 31, 2022 December 31, 2021
+Added: Cash Flow Four $ 250,000 SOFR 2.99 % 12/1/2022 10/24/2025 $ 7,134 $ ( 18,282 )
+Added: Cash Flow Two 100,000 SOFR 2.66 % 8/1/2022 8/1/2025 3,616 —
+Added: Cash Flow Two 200,000 SOFR 2.72 % 8/3/2022 11/22/2023 3,663 ( 7,769 )
+Added: Cash Flow Three 120,000 SOFR 1.58 % 8/15/2022 7/17/2024 5,461 ( 2,190 )
+Added: Cash Flow Three 150,000 SOFR 1.68 % 8/15/2022 7/17/2026 10,896 ( 3,876 )
+Added: $ 820,000 $ 30,770 $ ( 32,117 )
+Added: Fair Value (2)
+Added: Two $ 155,000 LIBOR LIBOR + 3.70 %
+Added: 4/23/2021 9/10/2025 $ ( 14,177 ) $ ( 2,630 )
+Added: Forward-Starting
+Added: Cash Flow (3)
+Added: Two $ 150,000 SOFR 1.356 % N/A 6/1/2032 $ — $ 299
+Added: Forward-Starting
+Added: Two $ 200,000 SOFR 2.37 % 11/22/2023 8/1/2025 $ 4,370 $ —
+Added: (1) Derivatives in an asset position are included within “Prepaid and other assets” and derivatives in a liability position are included within “Accounts payable and accrued expenses” in the accompanying consolidated balance sheets.
+Added: (2) The derivative agreements swap a blended fixed rate of 4.52 % for a blended floating rate of LIBOR plus 3.70 %.
+Added: (3) In December 2022, we terminated these two forward-starting interest rate swaps with notional amounts totaling $ 150.0 million and received proceeds of $ 30.9 million upon termination.
+Added: This settlement is included as a component of accumulated other comprehensive income and will be reclassified to earnings over time as the hedged items are recognized in earnings.
These interest rate derivative agreements are the only assets or liabilities that we record at fair value on a recurring basis.
2 unchanged sentences
We also incorporate credit valuation adjustments into the fair value measurements to reflect nonperformance risk on both our part and that of the respective counterparties.
−Removed: We determined that the majority of the inputs used to value our derivatives fall within Level 2 of the fair value hierarchy, although the credit valuation adjustments associated with our derivatives utilize Level 3 inputs, such as estimates of current credit spreads to evaluate the likelihood of default by us and our counterparties.
+Added: We determined that the majority of the inputs used to value our derivatives fall within Level 2 of the fair value hierarchy, although the credit valuation adjustments associated with our derivatives use Level 3 inputs, such as estimates of current credit spreads to evaluate the likelihood of default by us and our counterparties.
As of December 31, 2022 and 2021, we assessed the significance of the impact of the credit valuation adjustments on the overall valuation of our derivative positions and determined the credit valuation adjustments were not significant to the overall valuation of our derivatives.
As a result, we determined our derivative valuations were classified within Level 2 of the fair value hierarchy.
−Removed: As of December 31, 2021 and 2020, the estimated fair value of our interest rate derivatives represented a liability of $ 35.7 million and $ 32.1 million, respectively, including accrued interest of $ 1.0 million and $ 0.4 million, respectively.
−Removed: These balances are reflected within “Accounts payable and accrued expenses” on the accompanying consolidated balance sheets.
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.
−Removed: Approximately $ 7.7 million and $ 4.0 million was reclassified as a reduction to earnings during the years ended December 31, 2021 and 2020, respectively.
−Removed: Approximately $ 0.6 million was reclassified as an increase to earnings during the year ended December 31, 2019.
−Removed: As interest payments on our derivatives are made over the next 12 months, we estimate the increase to interest expense to be $ 8.3 million, assuming the current LIBOR curve.
+Added: Approximately $ 7.3 million, $ 7.7 million and $ 4.0 million was reclassified as a reduction to earnings during the years ended December 31, 2022, 2021 and 2020, respectively.
+Added: As interest payments on our derivatives are made over the next 12 months, we estimate the decrease to interest expense to be approximately $ 27.8 million, assuming the current SOFR and LIBOR curves.
Unrealized gains and losses on our interest rate derivative agreements are the only components of the change in accumulated other comprehensive loss.
2 unchanged sentences
The Company receives rental income from the leasing of retail and office space.
−Removed: The leases generally provide for certain increases in base rent, reimbursement for certain operating expenses, and may require tenants to pay contingent rent to the extent their sales exceed a defined threshold.
+Added: The lease agreements generally provide for certain increases in base rent, reimbursement for certain operating expenses, and may require tenants to pay contingent rent to the extent their sales exceed a defined threshold.
Certain tenants have the option in their lease agreement to extend their lease upon the expiration of their contractual term.
−Removed: Variable lease payments are based upon tenant sales information and are recognized once a tenant’s sales volume exceeds a defined threshold.
+Added: Variable lease payments are based upon tenant sales information and are
+Added: recognized once a tenant’s sales volume exceeds a defined threshold.
Variable lease payments for reimbursement of operating expenses are based upon the operating expense activity for the period.
−Removed: In connection with the Merger, the Company assumed all leases in place at legacy RPAI properties and began recognizing rental income under the respective leases upon completion of the Merger.
−Removed: Rental income related to the Company’s operating leases is comprised of the following for the years ended December 31, 2021, 2020 and 2019, respectively:
+Added: In connection with the Merger, the Company assumed all leases in place at legacy RPAI properties and began recognizing rental income under the respective leases upon completion of the Merger on October 22, 2021.
+Added: Rental income related to the Company’s operating leases is comprised of the following for the years ended December 31, 2022, 2021 and 2020, respectively (in thousands) :
Year Ended December 31,
−Removed: ($ in thousands) 2021 2020 2019
+Added: 2022 2021 2020
Fixed contractual lease payments – operating leases $ 615,773 $ 292,873 $ 218,004
Variable lease payments – operating leases 151,304 69,422 52,128
−Removed: Bad debt recovery (reserve) ( 2,897 ) ( 13,259 ) ( 3,620 )
−Removed: Straight-line rent adjustment 4,674 1,155 3,362
−Removed: Straight-line rent recovery (reserve) for uncollectibility 716 ( 4,177 ) ( 1,153 )
+Added: Bad debt reserve ( 6,027 ) ( 2,897 ) ( 13,259 )
+Added: Straight-line rent adjustments 17,031 4,674 1,155
+Added: Straight-line rent (reserve) recovery for uncollectibility ( 553 ) 716 ( 4,177 )
Amortization of in-place lease liabilities, net 4,821 2,611 3,819
2 unchanged sentences
During the years ended December 31, 2022, 2021, and 2020, the Company earned overage rent of $ 5.9 million, $ 0.8 million, and $ 0.2 million, respectively.
−Removed: During 2020 and 2021, in response to the impact of the novel coronavirus (“COVID 19”) pandemic, the Company received rent relief requests from a significant proportion of its tenants.
−Removed: Some tenants have asserted various legal arguments that they allege relieve them of the obligation to pay rent during the pandemic;
−Removed: the Company and its legal advisers generally disagree with these legal arguments.
−Removed: The Company has evaluated and will continue to evaluate tenant requests for rent relief based on many factors, including the tenant’s financial strength and operating history, potential co-tenancy impacts, the tenant’s contribution to the shopping center in which it operates, the Company’s assessment of the tenant’s long-term viability, the difficulty or ease with which the tenant could be replaced, and other factors.
−Removed: As a result of this evaluation, the Company agreed to defer rent for a portion of its tenants, subject to certain conditions.
+Added: During 2020 and 2021, in response to the impact of the novel coronavirus (“COVID 19”) pandemic, the Company received rent relief requests from a significant portion of its tenants and agreed to defer rent for a portion of its tenants, subject to certain conditions, to be repaid over a period of time, typically 12 to 18 months.
The Company had deferred the collection of $ 1.2 million of rental income that remains outstanding as of December 31, 2022.
−Removed: To the extent the Company agrees to defer rent or is otherwise unable to collect rent for certain periods, the Company will realize decreased cash flow, which could significantly decrease the cash available for the Company’s operating and capital uses.
−Removed: As of December 31, 2021, future minimum rentals to be received under non-cancelable operating leases for each of the next five years and thereafter, excluding variable lease payments and amounts deferred under lease concession agreements, are as follows:
−Removed: ($ in thousands) Lease Payments
+Added: To the extent the Company agrees to defer rent or is otherwise unable to collect rent for certain periods, the Company will realize decreased cash flow, which could significantly decrease the cash available for its operating and capital uses.
+Added: The future impact of such modifications is dependent upon the extent of lease concessions granted to tenants as a result of COVID-19 in future periods and the elections made by the Company at the time of entering into such concessions.
+Added: The Company did not provide a material amount of rent abatement to tenants as a result of COVID-19.
+Added: As of December 31, 2022, future minimum rentals to be received under non-cancelable operating leases for each of the next five years and thereafter, excluding variable lease payments and amounts deferred under lease concession agreements, are as follows (in thousands) :
+Added: Lease Payments
2023 $ 613,776
2 unchanged sentences
Commitments under Ground Leases
−Removed: In connection with the Merger, the Company assumed three ground leases in which we lease (as lessee) all or a portion of the land under three retail operating properties acquired.
As of December 31, 2022, we are obligated under 12 ground leases for approximately 98 acres of land.
2 unchanged sentences
Certain of these leases have five - to 10-year extension options ranging in total from 20 to 25 years.
−Removed: Right-of-use assets are included within “Prepaid and other assets” and the lease liabilities are included within “Deferred revenue and other liabilities” in the accompanying consolidated balance sheets.
+Added: Right-of-use assets are included within “Prepaid and other assets” and lease liabilities are included within “Deferred revenue and other liabilities” in the accompanying consolidated balance sheets.
During the years ended December 31, 2022, 2021, and 2020, the Company incurred ground lease expense on these operating leases of $ 3.9 million, $ 2.8 million, and $ 1.9 million, respectively.
−Removed: The Company made payments of $ 2.6 million, $ 1.8 million and $ 1.7 million during the years ended December 31, 2021, 2020 and 2019, respectively, which were included in operating cash flows.
−Removed: As of December 31, 2021, future minimum lease payments due under ground leases for each of the next five years and thereafter are as follows:
−Removed: ($ in thousands) Lease Obligations
+Added: The Company made payments of $ 5.1 million,
+Added: $ 2.6 million and $ 1.8 million during the years ended December 31, 2022, 2021 and 2020, respectively, which were included in operating cash flows.
+Added: As of December 31, 2022, future minimum lease payments due under ground leases for each of the next five years and thereafter are as follows (in thousands) :
+Added: Lease Obligations
Thereafter 110,623
−Removed: Total $ 139,906
Adjustment for discounting ( 69,095 )
4 unchanged sentences
This distribution was paid on January 13, 2023 to common shareholders and Common Unit holders of record as of January 6, 2023.
−Removed: For the years ended December 31, 2021, 2020 and 2019, we declared cash distributions totaling $ 0.68 , $ 0.4495 , and $ 1.27 , respectively, per common share and Common Units.
+Added: For the years ended December 31, 2022, 2021 and 2020, we declared cash distributions totaling $ 0.87 , $ 0.72 , and $ 0.5995 , respectively, per common share and Common Unit.
At-The-Market Offering Program
4 unchanged sentences
The Operating Partnership intends to use the net proceeds, if any, to repay borrowings under its 2022 Revolving Facility and other indebtedness and for working capital and other general corporate purposes.
−Removed: 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.
−Removed: Share Repurchase Plan
−Removed: 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”).
−Removed: In February 2022, the Company extended its share repurchase program for an additional year.
−Removed: The Share Repurchase Program, as extended, will terminate on February 28, 2023, if not terminated or extended prior to that date.
+Added: 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.
+Added: Share Repurchase Program
+Added: In February 2021, our Board of Trustees approved a share repurchase program, authorizing share repurchases up to an aggregate of $ 150.0 million (the “Share Repurchase Program”).
+Added: In February 2022, the Company extended its Share Repurchase Program for an additional year, and in February 2023 extended the program for another year so it will now terminate on February 28, 2024, if not terminated or extended prior to that date.
+Added: In April 2022, our 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 December 31, 2022, the Company has no t repurchased any shares under its Share Repurchase Program.
−Removed: 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.
+Added: The Company intends to fund any future repurchases under the Share Purchase Program with cash on hand or availability under the 2022 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.
Dividend Reinvestment and Share Purchase Plan
−Removed: We maintain a Dividend Reinvestment and Share Purchase Plan, which offers investors the option to invest all or a portion of their common share dividends in additional common shares.
+Added: We maintain a Dividend Reinvestment and Share Purchase Plan, which offers shareholders and new investors the option to invest all or a portion of their common share dividends in additional common shares.
Participants in this plan are also able to make optional cash investments with certain restrictions.
2 unchanged sentences
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.
−Removed: 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.
+Added: We believe we currently have sufficient financing in place to fund these projects and expect to do so primarily through free cash flow or 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.
−Removed: As of December 31, 2021, the outstanding loan balance is $ 33.6 million, of which our share is $ 11.8 million.
+Added: As of December 31, 2022, the outstanding loan balance was $ 33.5 million, of which our share was $ 11.7 million.
+Added: The loan is secured by the hotel.
+Added: In 2021, we provided repayment and completion guaranties on loans totaling $ 66.2 million associated with the development of The Corner mixed-use project in the Indianapolis MSA.
+Added: As of December 31, 2022, the outstanding balance of the loans was $ 30.6 million, of which our share was $ 15.3 million.
As of December 31, 2022, we had outstanding letters of credit totaling $ 1.5 million with no amounts advanced against these instruments.
Legal Proceedings
+Added: We are not subject to any material litigation nor, to management’s knowledge, is any material litigation currently threatened against us.
We are parties to routine litigation, claims, and administrative proceedings arising in the ordinary course of business.
Management believes that such matters will not have a material adverse impact on our consolidated financial condition, results of operations or cash flows taken as a whole.
−Removed: As previously disclosed in our joint proxy statement/prospectus, beginning on August 27, 2021, two purported RPAI stockholders filed substantially similar complaints against RPAI and the members of the RPAI board of directors (the “RPAI Board”) in the United States District Court for the Southern District of New York.
−Removed: One of these complaints also named Kite Realty and Merger Sub as defendants.
−Removed: The complaints were captioned as follows:
−Removed: Retail Properties of America, Inc.
−Removed: 1:21-cv-07237 (S.D.N.Y.
−Removed: filed August 27, 2021);
−Removed: and Hopkins v.
−Removed: Retail Properties of America, Inc.
−Removed: 1:21-cv-07324 (S.D.N.Y.
−Removed: filed August 31, 2021).
−Removed: The complaints variously asserted, among other things, claims under Section 14(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and Rule 14a-9 promulgated thereunder against RPAI and the members of the RPAI Board and claims under Section 20(a) of the Exchange Act against the members of the RPAI Board (and, in one case, Kite Realty and Merger Sub) for allegedly causing a materially incomplete and misleading registration statement on Form S-4 to be filed on August 23, 2021 with the SEC.
−Removed: Four additional lawsuits were filed against RPAI and the members of the RPAI Board between September 14, 2021 and October 8, 2021 under the captions Callebs v.
−Removed: Retail Properties of America, Inc.
−Removed: 1:21-cv-07593 (S.D.N.Y.
−Removed: filed September 10, 2021);
−Removed: Retail Properties of America, Inc., et al., No.
−Removed: 1:21-cv-04066-SCJ (N.D.Ga.
−Removed: filed October 1, 2021);
−Removed: Retail Properties of America, Inc.
−Removed: 2:21-cv-04390 (E.D.Pa.
−Removed: filed October 6, 2021);
−Removed: and Reinhardt v Retail Properties of America, Inc.
−Removed: 1:21-cv-04187 (N.D.
−Removed: filed October 8, 2021), which were substantially similar to the other two complaints.
−Removed: Also, on September 15, 2021, a purported Kite Realty shareholder filed a complaint against Kite Realty and the members of the Kite Realty board of trustees in the United States District Court for the Eastern District of New York, captioned as follows:
−Removed: Kite Realty Group Trust et al., No.
−Removed: 1:21-cv-05142 (E.D.N.Y.
−Removed: filed September 15, 2021).
−Removed: The complaint asserted substantially similar claims under Sections 14(a) and 20(a) of the Exchange Act and Rule 14a-9 as the other complaints against RPAI and the RPAI Board.
−Removed: Plaintiffs sought, among other things, to enjoin or rescind the Merger, an award of damages in the event the Merger was consummated, and an award of costs and attorneys’ fees.
−Removed: Subsequent to completion of the RPAI merger, and subsequent to December 31, 2021, the lawsuits described in the preceding paragraph were voluntarily dismissed.
−Removed: We believe that the claims asserted in the actions were without merit .
RELATED PARTIES AND RELATED PARTY TRANSACTIONS
−Removed: Subsidiaries of the Company provide certain management, construction management and other services to certain entities owned by certain members of the Company’s management.
+Added: Subsidiaries of the Company provide certain management, construction management and other services to a number of entities owned by several members of the Company’s management.
During each of the years ended December 31, 2022, 2021 and 2020, we earned less than $ 0.1 million from entities owned by certain members of management.
−Removed: We reimburse entities owned by certain members of our management for certain travel and related services.
+Added: We reimburse entities owned by certain members of the Company’s management for certain travel and related services.
During the years ended December 31, 2022, 2021 and 2020, we paid $ 0.3 million, $ 0.3 million and $ 0.5 million, respectively, to this related entity.
SUBSEQUENT EVENTS
−Removed: Subsequent to December 31, 2021, we:
−Removed: • closed on the disposition of a portion of Hamilton Crossing Centre, a redevelopment property located in the Indianapolis MSA, for a sales price of $ 6.9 million;
−Removed: • closed on the acquisition of Pebble Marketplace, an 85,796 square foot multi-tenant retail property located in the Las Vegas MSA, for a gross purchase price of $ 44.1 million;
−Removed: • repaid the $ 41.2 million mortgage that previously encumbered Bayonne Crossing;
−Removed: • granted 363,883 LTIP Units to the Company’s named executive officers as a special long-term equity award related to the Merger, which are subject to both performance and service conditions.
−Removed: The LTIP Units granted are subject to an approximate three-year performance and service period, from October 23, 2021 through December 31, 2024 and the performance components are as follows:
−Removed: (i) cumulative annualized net operating income for executed new leases from October 1, 2021 to December 31, 2024, which will be weighted at 60 %;
−Removed: (ii) post-Merger cash general and administrative expense synergies achieved as of the end of the performance period, which will be weighted at 20 %;
−Removed: and (iii) same property net operating income margin improvement over the performance period, which will be weighted at 20 %.
−Removed: Overall performance is further subject to an absolute total shareholder return modifier that has the ability to increase (or decrease) the total number of LTIP Units eligible to vest by 25 % (not to exceed the maximum number of LTIP Units).
−Removed: Distributions will accrue during the performance period and will be paid only on LTIP Units that vest at the conclusion of the performance period, and any accrued distributions on vested LTIP Units will be settled in cash at such time.
+Added: Subsequent to December 31, 2022, we repaid three mortgages payable with principal balances totaling $ 128.5 million and a weighted average fixed interest rate of 3.83 % .
KITE REALTY GROUP TRUST AND KITE REALTY GROUP, L.P.
2 unchanged sentences
December 31, 2022
−Removed: ($ in thousands) Initial Cost Cost Capitalized
+Added: (in thousands)
+Added: Initial Cost Cost Capitalized
Subsequent to Acquisition/Development Gross Carrying Amount
27 unchanged sentences
Chapel Hill Shopping Center* 18,250 — 34,979 — 2,312 — 37,291 37,291 13,018 2001 2015
+Added: Circle East — 1,188 24,122 — — 1,188 24,122 25,310 915 1998/2022 2021
City Center — 20,565 179,714 — 4,849 20,565 184,563 205,128 61,467 2018 2014
11 unchanged sentences
Crossing at Killingly Commons — 21,999 34,968 — 1,084 21,999 36,051 58,050 13,477 2010 2014
−Removed: Cypress Mill Plaza — 6,378 10,003 — — 6,378 10,003 16,381 147 2004 2021
Initial Cost Cost Capitalized
8 unchanged sentences
Operating Properties (continued)
+Added: Cypress Mill Plaza $ — $ 6,320 $ 10,111 $ — $ 71 $ 6,320 $ 10,182 $ 16,502 $ 804 2004 2021
Davis Towne Crossing — 995 8,969 — 129 995 9,098 10,093 657 2003 2021
36 unchanged sentences
Home Depot Center* — — 20,122 — 19 — 20,141 20,141 1,642 1996 2021
−Removed: Huebner Oaks — 19,327 37,386 — — 19,327 37,386 56,713 673 1996 2021
Initial Cost Cost Capitalized
8 unchanged sentences
Operating Properties (continued)
+Added: Huebner Oaks $ — $ 19,423 $ 36,062 $ — $ 421 $ 19,423 $ 36,483 $ 55,906 $ 2,825 1996 2021
Humblewood Shopping Center — 3,921 10,873 — 438 3,921 11,311 15,232 858 1979/2005 2021
36 unchanged sentences
Oak Brook Promenade — 6,753 49,137 — 1,409 6,753 50,546 57,299 3,793 2006 2021
−Removed: Oleander Place* — 847 5,781 — 285 847 6,067 6,914 2,765 2012 2011
Initial Cost Cost Capitalized
8 unchanged sentences
Operating Properties (continued)
+Added: Oleander Place* $ — $ 847 $ 5,846 $ — $ 192 $ 847 $ 6,038 $ 6,885 $ 3,024 2012 2011
One Loudoun Downtown — 74,400 236,043 — 1,743 74,400 237,785 312,185 13,588 2013/2022 2021
Oswego Commons — 5,746 8,311 — 117 5,746 8,428 14,174 878 2002 2021
+Added: Palms Plaza — 12,049 24,494 — 257 12,049 24,752 36,801 908 1988 2022
Paradise Valley Marketplace — 6,889 35,823 — 151 6,889 35,975 42,864 2,792 2002 2021
1 unchanged sentence
Parkway Towne Crossing — 15,099 28,562 — 346 15,099 28,908 44,007 1,835 2010 2021
−Removed: Pavilion at Kings Grant — 5,124 37,097 — 7 5,124 37,103 42,227 576 2002 2021
+Added: Pavilion at King's Grant — 5,086 39,804 — 1,354 5,086 41,158 46,244 3,604 2002 2021
+Added: Pebble Marketplace — 7,504 34,548 — 411 7,504 34,959 42,463 1,157 1997 2022
Pelham Manor Shopping Plaza* — — 42,293 — 497 — 42,789 42,789 2,621 2008 2021
4 unchanged sentences
Plaza at Marysville — 6,710 18,509 — 18 6,710 18,527 25,237 1,648 1995 2021
−Removed: Plaza Del Lago — 14,993 20,621 — — 14,993 20,621 35,614 377 1928/2019 2021
Pleasant Hill Commons — 3,350 10,076 — ( 611 ) 3,350 9,465 12,815 2,882 2008 2014
13 unchanged sentences
Shoppes at Plaza Green — 3,749 23,853 — 1,827 3,749 25,680 29,429 10,278 2000 2012
+Added: Shoppes at Quarterfield — 4,105 8,708 — — 4,105 8,708 12,813 279 1999/2022 2021
Shoppes of Eastwood — 1,688 8,934 — 984 1,688 9,918 11,606 4,649 1997 2013
6 unchanged sentences
Shops at Park Place — 8,042 18,478 — 50 8,042 18,528 26,570 1,598 2001 2021
−Removed: Silver Springs Pointe — 7,580 4,992 — 311 7,580 5,303 12,883 1,865 2001 2014
−Removed: Southlake Corners — 7,872 17,171 — — 7,872 17,171 25,043 266 2004 2021
−Removed: Southlake Town Square — 19,757 338,690 — 164 19,757 338,854 358,611 4,124 1998 2021
Initial Cost Cost Capitalized
8 unchanged sentences
Operating Properties (continued)
+Added: Silver Springs Pointe $ — $ 7,580 $ 4,947 $ — $ 311 $ 7,580 $ 5,258 $ 12,838 $ 2,095 2001 2014
+Added: Southlake Corners — 7,998 16,648 — 169 7,998 16,817 24,815 1,553 2004 2021
+Added: Southlake Town Square — 19,534 322,477 — 8,872 19,534 331,348 350,882 27,467 1998 2021
Stilesboro Oaks — 3,712 11,374 — 60 3,712 11,434 15,146 988 1997 2021
7 unchanged sentences
The Corner 14,750 3,772 24,609 — 42 3,772 24,651 28,423 7,131 2008 2014
+Added: The Landing at Tradition — 17,605 46,217 — 8,261 17,605 54,478 72,083 14,991 2007 2014
The Shoppes at Union Hill 10,007 9,876 46,428 — 488 9,876 46,916 56,792 3,536 2003 2021
30 unchanged sentences
Carillon — 28,239 3,714 — 25,966 28,239 29,680 57,919 338 2004 2021
−Removed: Circle East — 6,110 36,220 — 569 6,110 36,789 42,899 261 1998 2021
−Removed: Eddy Street Commons – Phase II* — 2,599 13,739 — — 2,599 13,739 16,337 811 N/A N/A
Glendale Town Center — 1,494 44,063 ( 187 ) 17,640 1,307 61,704 63,011 35,764 N/A N/A
Hamilton Crossing Centre — 3,514 2,017 ( 19 ) 103 3,495 2,121 5,616 — N/A N/A
−Removed: One Loudoun – Residential & Commercial — 70,000 121,327 — 1,910 70,000 123,237 193,237 404 N/A 2021
−Removed: Shoppes at Quarterfield — 2,190 9,472 — 876 2,190 10,348 12,538 184 1999 2021
−Removed: The Landing at Tradition — 18,505 46,105 — 5,781 18,505 51,886 70,391 12,861 2007 2014
+Added: One Loudoun – Uptown — 92,452 — — 2 92,452 2 92,454 — N/A 2021
+Added: The Corner — — — — 175 — 175 175 — N/A N/A
+Added: The Landing at Tradition – Phase II — — — — 6,527 — 6,527 6,527 — N/A N/A
Total Development and Redevelopment Projects — 125,700 49,795 ( 206 ) 50,413 125,493 100,208 225,701 36,102
16 unchanged sentences
RECONCILIATION OF INVESTMENT PROPERTIES
−Removed: The changes in investment properties of the Company for the years ended December 31, 2021, 2020, and 2019 are as follows:
+Added: The changes in investment properties for the years ended December 31, 2022, 2021, and 2020 are as follows:
+Added: Year Ended December 31,
2022 2021 2020
3 unchanged sentences
Improvements 152,165 54,323 39,544
−Removed: Impairment — — ( 56,948 )
Disposals ( 86,719 ) ( 62,601 ) ( 45,748 )
3 unchanged sentences
RECONCILIATION OF ACCUMULATED DEPRECIATION
−Removed: The changes in accumulated depreciation of the Company for the years ended December 31, 2021, 2020, and 2019 are as follows:
+Added: The changes in accumulated depreciation for the years ended December 31, 2022, 2021, and 2020 are as follows:
+Added: Year Ended December 31,
2022 2021 2020
1 unchanged sentence
Depreciation expense 318,809 154,519 113,973
−Removed: Impairment — — ( 19,226 )
Disposals ( 36,967 ) ( 25,332 ) ( 25,400 )
7 unchanged sentences
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.