KITE REALTY GROUP TRUST 10-Q

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS The following discussion should be read in conjunction with the accompanying historical financial statements and related notes thereto. In this discussion, unless the context suggests otherwise, references to “our Company,” “we,” “us,” and “our” mean Kite Realty Group Trust and its direct and indirect subsidiaries, including Kite Realty Group, L.P. CAUTIONARY NOTE ABOUT FORWARD-LOOKING STATEMENTS This Quarterly Report on Form 10-Q, together with other statements and information publicly disseminated by us, contains certain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Such statements are based on assumptions and expectations that may not be realized and are inherently subject to risks, uncertainties and other factors, many of which cannot be predicted with accuracy and some of which might not even be anticipated. Future events and actual results, performance, transactions or achievements, financial or otherwise, may differ materially from the results, performance, transactions or achievements, financial or otherwise, expressed or implied by the forward-looking statements. Risks, uncertainties and other factors that might cause such differences, some of which could be material, include but are not limited to: • national and local economic, business, banking, real estate and other market conditions, particularly in connection with low or negative growth in the U.S. economy as well as economic uncertainty (including a potential economic slowdown or recession, rising interest rates, inflation, unemployment, or limited growth in consumer income or spending); • financing risks, including the availability of, and costs associated with, sources of liquidity; • our ability to refinance, or extend the maturity dates of, our indebtedness; • the level and volatility of interest rates; • the financial stability of tenants; • the competitive environment in which we operate, including potential oversupplies of and reduction in demand for rental space; • acquisition, disposition, development and joint venture risks; • property ownership and management risks, including the relative illiquidity of real estate investments, and expenses, vacancies or the inability to rent space on favorable terms or at all; • our ability to maintain our status as a real estate investment trust (“REIT”) for U.S. federal income tax purposes; • potential environmental and other liabilities; • impairment in the value of real estate property we own; • the attractiveness of our properties to tenants, the actual and perceived impact of e-commerce on the value of shopping center assets and changing demographics and customer traffic patterns; • business continuity disruptions and a deterioration in our tenants’ ability to operate in affected areas or delays in the supply of products or services to us or our tenants from vendors that are needed to operate efficiently, causing costs to rise sharply and inventory to fall; • risks related to our current geographical concentration of properties in Texas, Florida, Maryland, New York, and North Carolina; • civil unrest, acts of violence, terrorism or war, acts of God, climate change, epidemics, pandemics (including the ongoing pandemic of the novel coronavirus (“COVID-19”)), natural disasters and severe weather conditions, including such events that may result in underinsured or uninsured losses or other increased costs and expenses; 26 • changes in laws and government regulations including governmental orders affecting the use of our properties or the ability of our tenants to operate, and the costs of complying with such changed laws and government regulations; • possible short-term or long-term changes in consumer behavior due to COVID-19 and the fear of future pandemics; • our ability to satisfy environmental, social or governance standards set by various constituencies; • insurance costs and coverage; • risks associated with cybersecurity attacks and the loss of confidential information and other business disruptions; • other factors affecting the real estate industry generally; and • other risks identified in this Quarterly Report on Form 10-Q and, from time to time, in other reports we file with the Securities and Exchange Commission (the “SEC”) or in other documents that we publicly disseminate, including, in particular, the section titled “Risk Factors” in our Annual Report on Form 10-K for the fiscal year ended December 31, 2022. We undertake no obligation to publicly update or revise these forward-looking statements, whether as a result of new information, future events or otherwise. Overview Our Business and Properties Kite Realty Group Trust is a publicly held REIT that, through its majority-owned subsidiary, Kite Realty Group, L.P., 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-use assets that are primarily grocery-anchored and located in high-growth Sun Belt and select strategic gateway markets in the United States. We derive our revenue primarily from the collection of contractual rents and reimbursement payments from tenants under existing lease agreements at each of our properties. Therefore, our operating results depend materially on, among other things, the ability of our tenants to make required lease payments, the health and resilience of the U.S. retail sector, interest rate volatility, stability in the banking sector, job growth, the real estate market and overall economic conditions. As of March 31, 2023, we owned interests in 181 operating retail properties totaling approximately 28.5 million square feet, excluding one operating retail property classified as held for sale, and one office property with 0.3 million square feet. Of the 181 operating retail properties, 11 contain an office component. We also owned three development projects under construction as of this date. Inflation Prior to 2021, inflation was relatively low and had a minimal impact on our operating and financial performance; however, inflation has increased significantly in recent months and may continue to be elevated or increase further. Most of our leases contain provisions designed to mitigate the adverse impact of inflation, including stated rent increases and requirements for tenants to pay a share of operating expenses, including common area maintenance, real estate taxes, insurance or other operating expenses related to the maintenance of our properties, with escalation clauses in certain leases. Most of our leases also include clauses that allow us to collect additional rent based on a percentage of tenants’ gross sales over stated thresholds, which sales generally increase as prices rise. In addition, we believe that the rental rates in many of our leases are below current market rates for comparable space and that upon renewal, such rates may be increased to be in line with current rates, which may offset certain inflationary expense pressures. Due to the current high inflation environment, the U.S. Federal Reserve has aggressively raised short-term interest rates to slow the economy down, which has caused our borrowing costs to rise. We continually evaluate our exposure to interest rate fluctuations and enter into interest rate protection agreements to mitigate the impact of changes in interest rates on our variable rate debt. However, because we cannot predict with any level of certainty what future actions the U.S. Federal Reserve will take to combat the high inflationary environment, we cannot estimate the ultimate impact it will have on our operating and financial performance. Historically, economic indicators such as GDP growth, consumer confidence and employment have been correlated with demand for certain of our tenants’ products and services. If an economic recession returns, it could increase the number of our tenants that are unable to meet their lease obligations to us and could limit the demand for space in our properties from new tenants. 27 Operating Activity During the first quarter of 2023, we executed new and renewal leases on 144 individual spaces totaling 831,231 square feet (13.0% cash leasing spread on 94 comparable leases). New leases were signed on 44 individual spaces for 225,651 square feet of gross leasable area (“GLA”) (38.0% cash leasing spread on 17 comparable leases), while renewal leases were signed on 100 individual spaces for 605,580 square feet of GLA (10.0% cash leasing spread on 77 comparable leases). Excluding option renewals, the blended cash spreads for comparable new and non-option renewal leases were 21.1%. Comparable new and renewal leases are defined as those for which the space was occupied by a tenant within the last 12 months. Results of Operations The comparability of results of operations for the three months ended March 31, 2023 and 2022 is affected by our development, redevelopment, and operating property acquisition and disposition activities during these periods. Therefore, we believe it is most useful to review the comparisons of our results of operations for these periods in conjunction with the discussion of our activities during those periods, which is set forth below. Acquisitions The following operating properties were acquired at various times during the period from January 1, 2022 through March 31, 2023: Property Name Metropolitan Statistical Area (MSA) Acquisition Date GLA Pebble Marketplace Las Vegas, NV February 16, 2022 85,796 MacArthur Crossing two-tenant building Dallas, TX April 13, 2022 56,077 Palms Plaza Miami, FL July 15, 2022 68,976 Dispositions The following operating properties were sold during the period from January 1, 2022 through March 31, 2023: Property Name MSA Disposition Date GLA Plaza Del Lago (1) Chicago, IL June 16, 2022 100,016 Lincoln Plaza – Lowe’s (2) Worcester, MA October 27, 2022 — (1) Plaza Del Lago also contains 8,800 square feet of residential space comprised of 18 multifamily rental units. (2) We sold the ground lease interest in one tenant at an existing multi-tenant operating retail property. The total number of properties in our portfolio was not affected by this transaction. Development and Redevelopment Projects The following properties were under active development or redevelopment at various times during the period from January 1, 2022 through March 31, 2023 and removed from our operating portfolio: Project Name MSA Transition to Development or Redevelopment ( 1) Transition to Operating Portfolio GLA Hamilton Crossing Centre (2)(3) Indianapolis, IN June 2014 Pending 92,283 The Corner (2) Indianapolis, IN December 2015 Pending 24,000 Eddy Street Commons – Phase III South Bend, IN September 2020 March 2022 18,600 The Landing at Tradition – Phase II Port St. Lucie, FL September 2021 Pending 39,900 Carillon MOB Washington, D.C. October 2021 Pending 126,000 Circle East Baltimore, MD October 2021 September 2022 82,000 One Loudoun Downtown – Residential and Pads G&H Commercial Washington, D.C. October 2021 Residential: June 2022 Commercial: December 2022 67,000 Shoppes at Quarterfield Baltimore, MD October 2021 June 2022 58,000 Edwards Multiplex – Ontario Los Angeles, CA March 2023 Pending 124,614 28 (1) Transition date represents the date the property was transferred from our operating portfolio into redevelopment status. For legacy Retail Properties of America, Inc. (“RPAI”) projects, the transition date represents the later of the date of the closing of the merger (October 2021) and the date the project was transferred into redevelopment status. (2) This property has been identified as a redevelopment property and is not included in the operating portfolio or the same property pool. The redevelopment projects at Hamilton Crossing Centre and The Corner will include the creation of a mixed-used development. (3) A portion of the Hamilton Crossing Centre redevelopment was sold in January 2022. Comparison of Operating Results for the Three Months Ended March 31, 2023 to the Three Months Ended March 31, 2022 The following table reflects changes in the components of our consolidated statements of operations for the three months ended March 31, 2023 and 2022 (in thousands) : Three Months Ended March 31, 2023 2022 Change Revenue: Rental income $ 203,063 $ 190,892 $ 12,171 Other property-related revenue 1,916 1,190 726 Fee income 1,771 2,309 (538) Total revenue 206,750 194,391 12,359 Expenses: Property operating 27,314 25,928 1,386 Real estate taxes 27,183 26,859 324 General, administrative and other 13,384 13,309 75 Merger and acquisition costs — 925 (925) Depreciation and amortization 108,071 121,504 (13,433) Total expenses 175,952 188,525 (12,573) Gain on sales of operating properties, net — 3,168 (3,168) Operating income 30,798 9,034 21,764 Other (expense) income: Interest expense (25,425) (25,514) 89 Income tax benefit of taxable REIT subsidiary 29 71 (42) Equity in loss of unconsolidated subsidiaries (244) (314) 70 Other income (expense), net 403 (103) 506 Net income (loss) 5,561 (16,826) 22,387 Net (income) loss attributable to noncontrolling interests (170) 22 (192) Net income (loss) attributable to common shareholders $ 5,391 $ (16,804) $ 22,195 Property operating expense to total revenue ratio 13.2 % 13.3 % Rental income (including tenant reimbursements) increased $12.2 million, or 6.4%, due to the following (in thousands) : Net change three months ended March 31, 2022 to 2023 Properties or components of properties sold or held for sale during 2022 and/or 2023 $ (960) Properties under redevelopment or acquired during 2022 and/or 2023 4,163 Properties fully operational during 2022 and 2023 and other 8,968 Total $ 12,171 The net increase of $9.0 million in rental income for properties that were fully operational during 2022 and 2023 is primarily due to increases in the following: (i) base minimum rent of $6.3 million, (ii) tenant reimbursements of $2.9 million due to higher recoverable common area maintenance expenses and real estate taxes, and (iii) overage rent of $1.0 million due to improved tenant performance. These variances were partially offset by an increase in bad debt expense of $1.2 million and lower lease termination fees of $0.3 million. The occupancy of the fully operational properties increased from 90.4% for 2022 to 92.3% for 2023. 29 Other property-related revenue primarily consists of parking revenues, gains on the sale of land and other miscellaneous activity. This revenue increased by $0.7 million primarily as a result of insurance recovery proceeds of $0.3 million received during the three months ended March 31, 2023 and an increase in ancillary income. We recorded fee income of $1.8 million and $2.3 million during the three months ended March 31, 2023 and 2022, respectively, from property management and development services provided to third parties and unconsolidated joint ventures. The decrease in fee income is primarily related to a decrease in development fees earned related to the development of a corporate campus for Republic Airways at Hamilton Crossing Centre. Property operating expenses increased $1.4 million, or 5.3%, due to the following (in thousands) : Net change three months ended March 31, 2022 to 2023 Properties or components of properties sold or held for sale during 2022 and/or 2023 $ (53) Properties under redevelopment or acquired during 2022 and/or 2023 400 Properties fully operational during 2022 and 2023 and other 1,039 Total $ 1,386 The net increase of $1.0 million in property operating expenses for properties that were fully operational during 2022 and 2023 is primarily due to increases of $0.5 million in insurance expense and landscaping and a $0.2 million increase in utilities, partially offset by a $0.3 million decrease in repairs and maintenance. As a percentage of revenue, property operating expenses decreased from 13.3% to 13.2% due to an increase in revenue in 2023. Real estate taxes increased $0.3 million, or 1.2%, due to the following (in thousands) : Net change three months ended March 31, 2022 to 2023 Properties or components of properties sold or held for sale during 2022 and/or 2023 $ (443) Properties under redevelopment or acquired during 2022 and/or 2023 190 Properties fully operational during 2022 and 2023 and other 577 Total $ 324 The net increase of $0.6 million in real estate taxes for properties that were fully operational during 2022 and 2023 is primarily due to lower real estate tax refunds received in 2023, partially offset by a decrease in real estate tax assessments at certain properties in the portfolio in 2023. The majority of real estate tax expense is recoverable from tenants and such recovery is reflected within rental income. General, administrative and other expenses increased $0.1 million, or 0.6%. This increase is primarily due to higher compensation expense, offset by lower head count than the comparative period. The Company did not incur any significant merger and acquisition costs related to the merger with RPAI during the three months ended March 31, 2023. The Company incurred $0.9 million of merger and acquisition costs during the three months ended March 31, 2022, primarily consisting of professional fees and technology costs. Depreciation and amortization expense decreased $13.4 million, or 11.1%, due to the following (in thousands) : Net change three months ended March 31, 2022 to 2023 Properties or components of properties sold or held for sale during 2022 and/or 2023 $ (586) Properties under redevelopment or acquired during 2022 and/or 2023 (1,271) Properties fully operational during 2022 and 2023 and other (11,576) Total $ (13,433) The net decrease of $11.6 million in depreciation and amortization at properties that were fully operational during 2022 and 2023 is primarily due to certain assets with shorter useful lives that became fully depreciated during 2022. 30 Interest expense decreased $0.1 million, or 0.3%, primarily due to favorable interest rate swaps, partially offset by higher interest costs related to our variable rate debt, including borrowings on the Revolving Facility that were used to repay mortgages payable at maturity. Net Operating Income and Same Property Net Operating Income We use property net operating income (“NOI”), a non-GAAP financial measure, to evaluate the performance of our properties. We define NOI as income from our real estate, including lease termination fees received from tenants, less our property operating expenses. NOI excludes amortization of capitalized tenant improvement costs and leasing commissions and certain corporate level expenses, including merger and acquisition costs. We believe that NOI is helpful to investors as a measure of our operating performance because it excludes various items included in net income that do not relate to or are not indicative of our operating performance, such as depreciation and amortization, interest expense, and impairment, if any. We also use same property NOI (“Same Property NOI”), a non-GAAP financial measure, to evaluate the performance of our properties. Same Property NOI is net income excluding properties that have not been owned for the full periods presented. Same Property NOI also excludes (i) net gains from outlot sales, (ii) straight-line rent revenue, (iii) lease termination income in excess of lost rent, (iv) amortization of lease intangibles, and (v) significant prior period expense recoveries and adjustments, if any. When we receive payments in excess of any accounts receivable for terminating a lease, Same Property NOI will include such excess payments as monthly rent until the earlier of the expiration of 12 months or the start date of a replacement tenant. We believe that Same Property NOI is helpful to investors as a measure of our operating performance because it includes only the NOI of properties that have been owned for the full periods presented. We believe such presentation eliminates disparities in net income due to the acquisition or disposition of properties during the particular periods presented, and thus provides a more consistent metric for the comparison of our properties. Same Property NOI includes the results of properties that have been owned for the entire current and prior year reporting periods. NOI and Same Property NOI should not, however, be considered as alternatives to net income (calculated in accordance with GAAP) as indicators of our financial performance. Our computation of NOI and Same Property NOI may differ from the methodology used by other REITs and, therefore, may not be comparable to such other REITs. When evaluating the properties that are included in the same property pool, we have established specific criteria for determining the inclusion of properties acquired or those recently under development. An acquired property is included in the same property pool when there is a full quarter of operations in both years subsequent to the acquisition date. Development and redevelopment properties are included in the same property pool four full quarters after the properties have been transferred to the operating portfolio. A redevelopment property is first excluded from the same property pool when the execution of a redevelopment plan is likely and we (a) begin recapturing space from tenants or (b) the contemplated plan significantly impacts the operations of the property. For the three months ended March 31, 2023, the same property pool excludes the following: • properties acquired or placed in service during 2022 and 2023; • the multifamily rental units and commercial portion at One Loudoun Downtown – Pads G & H; • Shoppes at Quarterfield and Circle East, which were reclassified from active redevelopment into our operating portfolio in June 2022 and September 2022, respectively; • three active development and redevelopment projects; • Edwards Multiplex – Ontario, which was reclassified from our operating portfolio into redevelopment in March 2023; • properties sold or classified as held for sale during 2022 and 2023; and • office properties. 31 The following table presents Same Property NOI and a reconciliation to net income (loss) attributable to common shareholders for the three months ended March 31, 2023 and 2022 (dollars in thousands) : Three Months Ended March 31, 2023 2022 Change Number of properties in same property pool for the period (1) 177 177 Leased percentage at period end 94.9 % 93.8 % Economic occupancy percentage (2) 92.3 % 90.4 % Same Property NOI $ 139,009 $ 130,477 6.5 % Reconciliation of Same Property NOI to most directly comparable GAAP measure: Net operating income – same properties $ 139,009 $ 130,477 Net operating income – non-same activity (3) 11,473 8,818 Total property NOI 150,482 139,295 8.0 % Other income, net 1,959 1,963 General, administrative and other (13,384) (13,309) Merger and acquisition costs — (925) Depreciation and amortization (108,071) (121,504) Interest expense (25,425) (25,514) Gain on sales of operating properties, net — 3,168 Net (income) loss attributable to noncontrolling interests (170) 22 Net income (loss) attributable to common shareholders $ 5,391 $ (16,804) (1) Same Property NOI excludes the following: (i) properties acquired or placed in service during 2022 and 2023; (ii) the multifamily rental units and commercial portion at One Loudoun Downtown – Pads G & H; (iii) Shoppes at Quarterfield and Circle East, which were reclassified from active redevelopment into our operating portfolio in June 2022 and September 2022, respectively; (iv) three active development and redevelopment projects; (v) Edwards Multiplex – Ontario, which was reclassified from our operating portfolio into redevelopment in March 2023; (vi) properties sold or classified as held for sale during 2022 and 2023; and (vii) office properties. (2) Excludes leases that are signed but for which tenants have not yet commenced the payment of cash rent; calculated as a weighted average based on the timing of cash rent commencement and expiration during the period. (3) Includes non-cash activity across the portfolio as well as NOI from properties not included in the same property pool, including properties sold during both periods. Our Same Property NOI increased 6.5% for the three months ended March 31, 2023 compared to the same period of the prior year primarily due to higher base rent driven by an increase in occupancy and an increase in overage rent. Funds From Operations Funds From Operations (“FFO”) is a widely used performance measure for real estate companies and is provided here as a supplemental measure of our operating performance. We calculate FFO, a non-GAAP financial measure, in accordance with the best practices described in the April 2002 National Policy Bulletin of the National Association of Real Estate Investment Trusts (“NAREIT”), as restated in 2018. The NAREIT white paper defines FFO as net income (calculated in accordance with GAAP), excluding (i) depreciation and amortization related to real estate, (ii) gains and losses from the sale of certain real estate assets, (iii) gains and losses from change in control, and (iv) impairment write-downs of certain real estate assets and investments in entities when the impairment is directly attributable to decreases in the value of depreciable real estate held by the entity. Considering the nature of our business as a real estate owner and operator, the Company believes that FFO is helpful to investors in measuring our operational performance because it excludes various items included in net income that do not relate to or are not indicative of our operating performance, such as gains or losses from sales of depreciated property and depreciation and amortization, which can make periodic and peer analyses of operating performance more difficult. FFO (a) should not be considered as an alternative to net income (calculated in accordance with GAAP) for the purpose of measuring our financial performance, (b) is not an alternative to cash flows from operating activities (calculated in accordance with GAAP) as a measure of our liquidity, and (c) is not indicative of funds available to satisfy our cash needs, including our ability 32 to make distributions. Our computation of FFO may not be comparable to FFO reported by other REITs that do not define the term in accordance with the current NAREIT definition or that interpret the current NAREIT definition differently than we do. From time to time, the Company may report or provide guidance with respect to “FFO, as adjusted,” which removes the impact of certain non-recurring and non-operating transactions or other items the Company does not consider to be representative of its core operating results including, without limitation, (i) gains or losses associated with the early extinguishment of debt, (ii) gains or losses associated with litigation involving the Company that is not in the normal course of business, (iii) merger and acquisition costs, (iv) the impact on earnings from employee severance, (v) the excess of redemption value over carrying value of preferred stock redemption, and (vi) in 2022, the impact of prior period bad debt or the collection of accounts receivable previously written off (“prior period collection impact”) due to the recovery from the COVID-19 pandemic, which are not otherwise adjusted in the Company’s calculation of FFO. Our calculations of FFO and reconciliation to net income and FFO, as adjusted, for the three months ended March 31, 2023 and 2022 (unaudited) are as follows (dollars in thousands) : Three Months Ended March 31, 2023 2022 Net income (loss) $ 5,561 $ (16,826) Less: net income attributable to noncontrolling interests in properties (104) (144) Less: gain on sales of operating properties, net — (3,168) Add: depreciation and amortization of consolidated and unconsolidated entities, net of noncontrolling interests 108,309 121,847 FFO of the Operating Partnership (1) 113,766 101,709 Less: Limited Partners’ interests in FFO (1,507) (1,118) FFO attributable to common shareholders (1) $ 112,259 $ 100,591 FFO per share of the Operating Partnership – diluted $ 0.51 $ 0.46 FFO of the Operating Partnership (1) $ 113,766 $ 101,709 Add: merger and acquisition costs — 925 Less: prior period collection impact — (1,096) FFO, as adjusted, of the Operating Partnership $ 113,766 $ 101,538 FFO, as adjusted, per share of the Operating Partnership – diluted $ 0.51 $ 0.46 (1) “FFO of the Operating Partnership” measures 100% of the operating performance of the Operating Partnership’s real estate properties. “FFO attributable to common shareholders” reflects a reduction for the redeemable noncontrolling weighted average diluted interest in the Operating Partnership. Earnings before Interest, Taxes, Depreciation and Amortization (“EBITDA”) We define EBITDA, a non-GAAP financial measure, as net income before interest expense, income tax expense of the taxable REIT subsidiary, and depreciation and amortization. For informational purposes, we also provide Adjusted EBITDA, which we define as EBITDA less (i) Adjusted EBITDA from unconsolidated entities, (ii) gains on sales of operating properties or impairment charges, (iii) merger and acquisition costs, (iv) other income and expense, (v) noncontrolling interest Adjusted EBITDA, and (vi) other non-recurring activity or items impacting comparability from period to period. Annualized Adjusted EBITDA is Adjusted EBITDA for the most recent quarter multiplied by four. Net Debt to Adjusted EBITDA is our share of net debt divided by Annualized Adjusted EBITDA. EBITDA, Adjusted EBITDA, Annualized Adjusted EBITDA and Net Debt to Adjusted EBITDA, as calculated by us, are not comparable to EBITDA and EBITDA-related measures reported by other REITs that do not define EBITDA and EBITDA-related measures exactly as we do. EBITDA, Adjusted EBITDA and Annualized Adjusted EBITDA do not represent cash generated from operating activities in accordance with GAAP and should not be considered alternatives to net income as an indicator of performance or as alternatives to cash flows from operating activities as an indicator of liquidity. Considering the nature of our business as a real estate owner and operator, we believe that EBITDA, Adjusted EBITDA and the ratio of Net Debt to Adjusted EBITDA are helpful to investors in measuring our operational performance because they exclude various items included in net income that do not relate to or are not indicative of our operating performance, such as gains or losses from sales of depreciated property and depreciation and amortization, which can make periodic and peer analyses of operating performance more difficult. For informational purposes, we also provide Annualized Adjusted EBITDA, 33 adjusted as described above. We believe this supplemental information provides a meaningful measure of our operating performance. We believe presenting EBITDA and the related measures in this manner allows investors and other interested parties to form a more meaningful assessment of our operating results. The following table presents a reconciliation of our EBITDA, Adjusted EBITDA and Annualized Adjusted EBITDA to net income (the most directly comparable GAAP measure) and a calculation of Net Debt to Adjusted EBITDA (in thousands) : Three Months Ended March 31, 2023 Net income $ 5,561 Depreciation and amortization 108,071 Interest expense 25,425 Income tax benefit of taxable REIT subsidiary (29) EBITDA 139,028 Unconsolidated Adjusted EBITDA 450 Other income and expense, net (159) Noncontrolling interests (104) Adjusted EBITDA 139,215 Annualized Adjusted EBITDA (1) $ 556,860 Company share of Net Debt: Mortgage and other indebtedness, net $ 2,972,567 Plus: Company share of unconsolidated joint venture debt 44,243 Less: Partner share of consolidated joint venture debt (2) (562) Less: cash, cash equivalents, and restricted cash (54,953) Less: debt discounts, premiums and issuance costs, net (31,647) Company share of Net Debt $ 2,929,648 Net Debt to Adjusted EBITDA 5.3x (1) Represents Adjusted EBITDA for the three months ended March 31, 2023 (as shown in the table above) multiplied by four. (2) Partner share of consolidated joint venture debt is calculated based upon the partner’s pro rata ownership of the joint venture, multiplied by the related secured debt balance. Liquidity and Capital Resources Overview Our primary finance and capital strategy is to maintain a strong balance sheet with sufficient flexibility to fund our operating and investment activities in a cost-effective manner. We consider a number of factors when evaluating our level of indebtedness and making decisions regarding additional borrowings or equity offerings, including the interest or dividend rate, the maturity date and the Company’s debt maturity ladder, the impact of financial metrics such as overall Company leverage levels and coverage ratios, and the Company’s ability to generate cash flow to cover debt service. We will continue to monitor the capital markets and may consider raising additional capital through the issuance of our common or preferred shares, unsecured debt securities, or other securities. As of March 31, 2023, we had approximately $43.7 million in cash on hand, $9.0 million in restricted cash and escrow deposits, $1.0 billion of remaining availability under the $1.1 billion unsecured revolving credit facility (the “Revolving Facility”), and $122.8 million of debt maturities for the remainder of 2023. We believe we will have adequate liquidity over the next 12 months and beyond to operate our business and meet our cash requirements. We derive the majority of our revenue from tenants who lease space from us under existing lease agreements at each of our properties. Therefore, our ability to generate cash from operations is dependent upon the rents that we are able to charge and collect from our tenants. While we believe that the nature of the properties in which we typically invest—primarily neighborhood and community shopping centers—provides a relatively stable revenue flow, an economic downturn, instability in the banking sector, and/or the ongoing effects of COVID-19, among other events, could adversely affect the ability of some of our tenants to meet their lease obligations. 34 Our Principal Capital Resources For a discussion of cash generated from operations, see “Cash Flows” beginning on page 37. In addition to cash generated from operations, our other principal capital resources are discussed below. Over the last several years, we have made substantial progress in enhancing our liquidity position and reducing our leverage and borrowing costs. We continue to focus on a balanced approach to growth and staggering debt maturities in order to retain our financial flexibility. As of March 31, 2023, we had approximately $1.0 billion available under the Revolving Facility for future borrowings. We also had $43.7 million in cash and cash equivalents as of March 31, 2023. We were in compliance with all applicable financial covenants under the Revolving Facility, unsecured term loans and senior unsecured notes as of March 31, 2023. In November 2021, the Company filed with the SEC a shelf registration statement on Form S-3, which is effective for a term of three years, relating to the offer and sale, from time to time, of an indeterminate amount of equity and debt securities. Equity securities may be offered and sold by the Parent Company, and the net proceeds of any such offerings would be contributed to the Operating Partnership in exchange for additional General Partner Units. Debt securities may be offered and sold by the Operating Partnership with the Operating Partnership receiving the proceeds. From time to time, we may issue securities under this shelf registration statement for general corporate purposes, which may include acquisitions of additional properties, repayment of outstanding indebtedness, capital expenditures, the expansion, redevelopment, and/or improvement of properties in our portfolio, working capital and other general purposes. In February 2021, the Company and the Operating Partnership entered into an Equity Distribution Agreement (the “Equity Distribution Agreement”) with each of BofA Securities, Inc., Citigroup Global Markets Inc., KeyBanc Capital Markets Inc. and Raymond James & Associates, Inc., pursuant to which the Company may sell, from time to time, up to an aggregate sales price of $150.0 million of its common shares of beneficial interest, $0.01 par value per share under an at-the-market offering program (the “ATM Program”). In November 2021, the Company and the Operating Partnership amended the Equity Distribution Agreement to reflect their filing of a shelf registration statement on November 16, 2021 with the SEC. The Operating Partnership intends to use the net proceeds, if any, to repay borrowings under the Revolving Facility and other indebtedness and for working capital and other general corporate purposes. 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. As of March 31, 2023, the Company has not sold any common shares under the ATM Program. In the future, we will continue to monitor the capital markets and may consider raising additional capital through the issuance of our common shares, preferred shares or other securities. We may also raise capital by disposing of properties, land parcels or other assets that are no longer core components of our growth strategy. The sale price may differ from our carrying value at the time of sale. Our Principal Liquidity Needs Short-Term Liquidity Needs Near-Term Debt Maturities . As of March 31, 2023, we had $27.8 million of secured debt, excluding scheduled monthly principal payments, and $95.0 million of unsecured debt scheduled to mature prior to March 31, 2024. We believe we have sufficient liquidity to repay these obligations from cash on hand and borrowings on the Revolving Facility. Other Short-Term Liquidity Needs. The requirements for qualifying as a REIT and for a tax deduction for some or all of the dividends paid to shareholders necessitate that we distribute at least 90% of our taxable income on an annual basis. Such requirements cause us to have substantial liquidity needs over both the short and long term. Our short-term liquidity needs consist primarily of funds necessary to pay operating expenses associated with our operating properties, scheduled interest and principal payments on our debt of approximately $90.0 million and $2.3 million, respectively, for the remainder of 2023, expected dividend payments to our common shareholders and Common Unit holders, and recurring capital expenditures. In February 2023, our Board of Trustees declared a cash distribution of $0.24 per common share and Common Unit for the first quarter of 2023. This distribution was paid on April 14, 2023 to common shareholders and Common Unit holders of record as of April 7, 2023. Future distributions, if any, are at the discretion of the Board of Trustees, who will continue to evaluate our 35 sources and uses of capital, liquidity position, operating fundamentals, maintenance of our REIT qualification and other factors they may deem relevant. We believe we have sufficient liquidity to pay any dividend from cash on hand and borrowings on the Revolving Facility. Other short-term liquidity needs include expenditures for tenant improvements, external leasing commissions and recurring capital expenditures. During the three months ended March 31, 2023, we incurred $3.0 million for recurring capital expenditures on operating properties and $15.1 million for tenant improvements and external leasing commissions, which includes costs to re-lease anchor space at our operating properties related to tenants open and operating as of March 31, 2023 (excluding development and redevelopment properties). We currently anticipate incurring approximately $100 million of additional major tenant improvement costs related to leasing activity for space that is currently vacant at a number of our operating properties over the next 12 to 18 months. We believe we have the ability to fund these costs through cash flows from operations or borrowings on the Revolving Facility. In 2023, certain retailers have filed for Chapter 11 bankruptcy protection including Bed Bath & Beyond Inc., a tenant that, as of March 31, 2023, occupied 582,000 square feet across 22 locations in our portfolio and generates $7.8 million of annualized base rent. If leases were rejected in the bankruptcy process, the re-leasing costs may be significant depending on the number of closures. During the three months ended March 31, 2023, we began redevelopment activities at Edwards Multiplex – Ontario and reclassified this property from our operating portfolio into redevelopment. As of March 31, 2023, we had development projects under construction at The Landing at Tradition – Phase II, the medical office building at Carillon, and The Corner (IN). Our share of total estimated costs for these three projects is $102.8 million, of which our share of the remaining expected funding requirement is estimated to be $70.9 million. As of March 31, 2023, we have incurred $33.0 million of these costs. We anticipate incurring the majority of the remaining costs for these projects over the next 24 months and believe we have the ability to fund these projects through cash flows from operations or borrowings on the Revolving Facility. Share Repurchase Program The Company has an existing share repurchase program under which it may repurchase, from time to time, up to a maximum of $300.0 million of its common shares (the “Share Repurchase Program”). The Company intends to fund any future repurchases under the Share Repurchase Program with cash on hand or availability under the Revolving Facility, subject to any applicable restrictions. The timing of share repurchases and the number of common shares to be repurchased under the Share Repurchase Program will depend upon prevailing market conditions, regulatory requirements and other factors. In February 2023, the Company extended the Share Repurchase Program for an additional year so it will now terminate on February 28, 2024, if not terminated or extended prior to that date. As of March 31, 2023, the Company has not repurchased any shares under the Share Repurchase Program. Long-Term Liquidity Needs Our long-term liquidity needs consist primarily of funds necessary to pay for any new development projects, redevelopment of existing properties, non-recurring capital expenditures, acquisitions of properties, payment of indebtedness at maturity and obligations under ground leases. Selective Acquisitions, Developments and Joint Ventures . We may selectively pursue the acquisition, development and redevelopment of other properties, which would require additional capital. It is unlikely that we would have sufficient funds on hand to meet these long-term capital requirements. We would have to satisfy these needs through additional borrowings, sales of common or preferred shares, issuance of Operating Partnership units, cash generated through property dispositions and/or participation in joint venture arrangements. We cannot be certain that we would have access to these sources of capital on satisfactory terms, if at all, to fund our long-term liquidity requirements. We evaluate all future opportunities against pre-established criteria including, but not limited to, location, demographics, expected return, tenant credit quality, tenant relationships, and the amount of existing retail space. Our ability to access the capital markets will depend on a number of factors, including general capital market conditions. Potential Debt Repurchases. We may from time to time, depending on market conditions and prices, contractual restrictions, our financial liquidity and other factors, seek to repurchase our senior unsecured notes maturing at various dates through September 2030 in open-market transactions, by tender offer or otherwise, as market conditions warrant. Commitments under Ground Leases. We are obligated under 12 ground leases for approximately 98 acres of land as of March 31, 2023. Most of these ground leases require fixed annual rent payments and the expiration dates of the remaining initial terms of these ground leases range from 2025 to 2092. 36 Capital Expenditures on Consolidated Properties The following table summarizes cash capital expenditures for our development and redevelopment projects and other capital expenditures for the three months ended March 31, 2023 (in thousands) : Three Months Ended March 31, 2023 Active development and redevelopment projects $ 9,022 Recurring operating capital expenditures (primarily tenant improvements) and other 30,099 Total $ 39,121 We capitalize certain indirect costs such as interest, payroll, and other general and administrative costs related to these development activities. If we had experienced a 10% reduction in development and redevelopment activities, without a corresponding decrease in indirect project costs, we would have recorded additional expense of $0.1 million for the three months ended March 31, 2023. Debt Maturities The following table summarizes the scheduled maturities and principal amortization of the Company’s indebtedness as of March 31, 2023, presented on a calendar year basis (in thousands) : Secured Debt Scheduled Principal Payments Term Maturities Unsecured Debt Total 2023 $ 2,261 $ 27,813 $ 95,000 $ 125,074 2024 2,721 — 269,635 272,356 2025 2,848 — 680,000 682,848 2026 2,981 — 675,000 677,981 2027 3,120 — 375,000 378,120 Thereafter 27,061 2,480 775,000 804,541 $ 40,992 $ 30,293 $ 2,869,635 $ 2,940,920 Debt discounts, premiums and issuance costs, net 31,647 Total $ 2,972,567 Failure to comply with the obligations under our debt agreements, including payment obligations, could cause an event of default under such debt, which, among other things, could result in the loss of title to the assets securing the debt, acceleration of the payment of all principal and interest and/or termination of the agreements, or exposure to the risk of foreclosure. In addition, certain of our variable rate loans contain cross-default provisions whereby a violation by the Company of any financial covenant set forth in the Revolving Facility will constitute an “Event of Default” under the loans, which could allow the lenders to accelerate the amounts due under our debt agreements if we fail to satisfy these financial covenants. See “Item 1A. Risk Factors – Risks Related to Our Operations” in our Annual Report on Form 10-K for the year ended December 31, 2022 for more information related to the risks associated with our indebtedness. Impact of Changes in Credit Ratings on Our Liquidity We have received investment grade corporate credit ratings from three nationally recognized credit rating agencies. These ratings did not change as of March 31, 2023. In the future, these ratings could change based upon, among other things, the impact that prevailing economic conditions may have on our results of operations and financial condition. Credit rating reductions by one or more rating agencies could also adversely affect our access to funding sources, the cost and other terms of obtaining funding, as well as our overall financial condition, operating results and cash flow. Cash Flows As of March 31, 2023, we had cash, cash equivalents and restricted cash of $52.7 million. We may be subject to concentrations of credit risk with regard to our cash and cash equivalents. We place our cash and short-term investments with highly rated financial institutions. While we attempt to limit our exposure at any point in time, occasionally such cash and investments may temporarily exceed the Federal Deposit Insurance Corporation (“FDIC”) and the Securities Investor Protection 37 Corporation (“SIPC”) insurance limits. We also maintain certain compensating balances in several financial institutions in support of borrowings from those institutions. Such compensating balances were not material to the accompanying consolidated balance sheets. Comparison of the Three Months Ended March 31, 2023 to the Three Months Ended March 31, 2022 Our cash flow activities are summarized as follows (in thousands) : Three Months Ended March 31, 2023 2022 Change Net cash provided by operating activities $ 63,603 $ 49,583 $ 14,020 Net cash used in investing activities (41,514) (62,183) 20,669 Net cash used in financing activities (91,364) (5,573) (85,791) Decrease in cash, cash equivalents and restricted cash (69,275) (18,173) (51,102) Cash, cash equivalents and restricted cash, at beginning of period 121,970 100,363 Cash, cash equivalents and restricted cash, at end of period $ 52,695 $ 82,190 Cash provided by operating activities was $63.6 million for the three months ended March 31, 2023 and $49.6 million for the same period of 2022. The cash flows were positively impacted from an increase in net operating income. Cash used in investing activities was $41.5 million for the three months ended March 31, 2023 and $62.2 million for the same period of 2022. Highlights of significant cash sources and uses in investing activities are as follows: • We acquired Pebble Marketplace and deposited funds for the acquisition of the two-tenant building adjacent to MacArthur Crossing for a total of $44.3 million during the three months ended March 31, 2022; and • Capital expenditures increased by $15.4 million driven by the construction activity at our development projects and anchor leasing activity, partially offset by a change in construction payables of $2.6 million for the three months ended March 31, 2023. Cash used in financing activities was $91.4 million for the three months ended March 31, 2023 and $5.6 million for the same period of 2022. Highlights of significant cash sources and uses in financing activities are as follows: • We borrowed $162.0 million on the Revolving Facility and used the proceeds to repay $199.3 million of mortgage debt during the three months ended March 31, 2023 compared to borrowings of $80.0 million on the Revolving Facility, a portion of which were used to repay $42.2 million of mortgage debt during the three months ended March 31, 2022; and • We made distributions to common shareholders and holders of common partnership interests in the Operating Partnership of $53.3 million during the three months ended March 31, 2023 compared to distributions of $42.2 million during the three months ended March 31, 2022. Critical Accounting Estimates We based the discussion and analysis of our financial condition and results of operations upon our consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States. The preparation of these financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses. There were no changes made by management to the critical accounting policies in the three months ended March 31, 2023. We discuss the most critical estimates in our Annual Report on Form 10-K for the year ended December 31, 2022 filed with the SEC on February 21, 2023.