10 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, 2023.
−Removed: 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.
+Added: The Parent Company’s
+Added: 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.
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.
68 unchanged sentences
OTHER INFORMATION
+Added: Trading Arrangements
+Added: During the three months ended December 31, 2023, none of our officers or trustees adopted or terminated any contract, instruction or written plan for the purchase or sale of our securities that was intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) or any “non-Rule 10b5-1 trading arrangement.”
DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS
29 unchanged sentences
Incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K of Kite Realty Group Trust filed with the SEC on July 19, 2021
−Removed: 3.1 Articles of Amendment and Restatement of Declaration of Trust of the Kite Realty Group Trust, as supplemented and amended
−Removed: 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
−Removed: 3.2 Second Amended and Restated Bylaws of the Company, as amended
+Added: 3.1 Articles of Amendment and Restatement of Declaration of Trust of Kite Realty Group Trust, as supplemented and amended
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
+Added: 3.2 Third Amended and Restated Bylaws of Kite Realty Group Trust, effective November 8, 2023
+Added: Incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K of Kite Realty Group Trust filed with the SEC on November 9, 2023
3.3 Certificate of Limited Partnership of Kite Realty Group, L.P.
9 unchanged sentences
Incorporated by reference to Exhibit 4.2 to the Current Report on Form 8-K of Kite Realty Group Trust filed with the SEC on September 27, 2016
−Removed: 4.4 Form of Global Note representing the Notes
+Added: 4.4 Form of Global Note representing the 4.000% Senior Notes due 2026 (included in Exhibit 4.3)
Incorporated by reference to Exhibits 4.2 and 4.3 to the Current Report on Form 8-K of Kite Realty Group Trust filed with the SEC on September 27, 2016
+Added: 4.5 Second Supplemental Indenture, dated January 17, 2024, among Kite Realty Group, L.P., as issuer, Kite Realty Group Trust, as possible future guarantor, and U.S.
+Added: Bank Trust Company, National Association (as successor in interest to U.S.
+Added: Bank National Association), as trustee
+Added: Incorporated by reference to Exhibits 4.2 and 4.3 to the Current Report on Form 8-K of Kite Realty Group Trust filed with the SEC on January 17, 2024
+Added: 4.6 Form of Global Note representing the 5.500% Senior Notes due 2034 (included in Exhibit 4.5)
+Added: Incorporated by reference to Exhibits 4.2 and 4.3 to the Current Report on Form 8-K of Kite Realty Group Trust filed with the SEC on January 17, 2024
4.7 Indenture, dated as of March 22, 2021, among Kite Realty Group, L.P., as issuer, Kite Realty Group Trust, as REIT, and U.S.
8 unchanged sentences
filed with the SEC on March 12, 2015
+Added: Description Location
4.10 First Supplemental Indenture, dated March 12, 2015, by and between Retail Properties of America, Inc.
13 unchanged sentences
filed with the SEC on August 25, 2020
−Removed: Description Location
4.13 Fourth Supplemental Indenture, dated as of October 22, 2021, between Kite Realty Group, L.P., as successor company, and U.S.
2 unchanged sentences
4.14 Description of the Registrant’s Securities
−Removed: 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
+Added: Filed herewith
10.1 Amended and Restated Agreement of Limited Partnership of Kite Realty Group, L.P., dated as of August 16, 2004
15 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 March 26, 2019
+Added: 10.7 Amendment No.
+Added: 6 to Amended and Restated Agreement of Limited Partnership of Kite Realty Group, L.P.
+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 August 7, 2023
10.8 Executive Employment Agreement, dated as of December 29, 2020, by and between the Company and John A.
4 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
+Added: Description Location
10.11 Indemnification Agreement, dated as of August 16, 2004, by and between Kite Realty Group Trust, Kite Realty Group, L.P.
8 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
−Removed: Description Location
10.15 Indemnification Agreement, dated as of March 8, 2013, by and between Kite Realty Group Trust, Kite Realty Group, L.P.
28 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 October 22, 2021
+Added: Description Location
10.26 Indemnification Agreement, dated as of October 22, 2021, by and among Kite Realty Group Trust, Kite Realty Group, L.P.
14 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
−Removed: Description Location
10.30 Registration Rights Agreement, dated as of March 22, 2021, by and among Kite Realty Group Trust, Kite Realty Group, L.P.
11 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 February 3, 2016
−Removed: 10.33 Kite Realty Group Trust 2013 Equity Incentive Plan, as amended and restated as of February 28, 2019*
−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 17, 2019
10.34 Kite Realty Group Trust 2013 Equity Incentive Plan, as amended and restated as of May 11, 2022*
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 November 7, 2018
+Added: Description Location
10.41 Form of Appreciation Only LTIP Unit Agreement*
6 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 October 26, 2018
−Removed: Description Location
10.45 Springing Guaranty, dated as of October 25, 2018, by Kite Realty Group Trust
1 unchanged sentence
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
−Removed: Filed herewith
+Added: 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 21, 2023
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
16 unchanged sentences
filed with the SEC on July 23, 2019
+Added: Description Location
10.53 First Amendment to Term Loan Agreement, dated as of May 4, 2020, by and among Retail Properties of America, Inc.
12 unchanged sentences
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
−Removed: Description Location
10.58 Term Loan Agreement, dated as of November 22, 2016, by and among Retail Properties of America, Inc.
27 unchanged sentences
Incorporated by reference to Exhibit 10.9 to the Current Report on Form 8-K of Kite Realty Group Trust filed with the SEC on October 22, 2021
+Added: Description Location
10.67 Note Purchase Agreement dated as of September 30, 2016, among Retail Properties of America, Inc.
12 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
−Removed: 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
20 unchanged sentences
Filed herewith
+Added: 97.1 Kite Realty Group Trust Compensation Recovery Policy
+Added: Filed herewith
101.INS Inline XBRL Instance Document Filed herewith
2 unchanged sentences
101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document Filed herewith
+Added: Description Location
101.LAB Inline XBRL Taxonomy Extension Label Linkbase Document Filed herewith
92 unchanged sentences
(1) relates 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 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.
+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 a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.
Evaluation of investment properties for potential impairment
36 unchanged sentences
(1) relates 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 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.
+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 a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.
Evaluation of investment properties for potential impairment
4 unchanged sentences
Subjective and challenging auditor judgment was required to evaluate the Partnership’s intent and ability to hold investment properties for particular periods of time.
−Removed: A shortening of the anticipated holding period could indicate a potential impairment.
+Added: A shortening of the anticipated holding period could indicate a potential impairmen t .
The following are the primary procedures we performed to address this critical audit matter.
20 unchanged sentences
Deferred costs, net 304,171 409,828
−Removed: Short-term deposits — 125,000
Prepaid and other assets 117,834 127,044
7 unchanged sentences
Commitments and contingencies
−Removed: Limited Partners’ interests in Operating Partnership and other 53,967 55,173
+Added: Limited Partners’ interests in the Operating Partnership 73,287 53,967
Common shares, $ 0.01 par value, 490,000,000 shares authorized,
2 unchanged sentences
Additional paid-in capital 4,886,592 4,897,736
−Removed: Accumulated other comprehensive income (loss) 74,344 ( 15,902 )
+Added: Accumulated other comprehensive income 52,435 74,344
Accumulated deficit ( 1,373,083 ) ( 1,207,757 )
18 unchanged sentences
Depreciation and amortization 426,361 469,805 200,460
+Added: Impairment charges 477 — —
Total expenses 693,364 737,396 426,057
6 unchanged sentences
Other income, net 1,991 240 355
−Removed: Net loss ( 12,154 ) ( 81,722 ) ( 16,123 )
+Added: Net income (loss) 48,383 ( 12,154 ) ( 81,722 )
Net (income) loss attributable to noncontrolling interests ( 885 ) ( 482 ) 916
−Removed: Net loss attributable to common shareholders $ ( 12,636 ) $ ( 80,806 ) $ ( 16,223 )
−Removed: Net loss per common share – basic and diluted $ ( 0.06 ) $ ( 0.73 ) $ ( 0.19 )
+Added: Net income (loss) attributable to common shareholders $ 47,498 $ ( 12,636 ) $ ( 80,806 )
+Added: Net income (loss) per common share – basic and diluted $ 0.22 $ ( 0.06 ) $ ( 0.73 )
Weighted average common shares outstanding – basic 219,344,832 219,074,448 110,637,562
Weighted average common shares outstanding – diluted 219,728,283 219,074,448 110,637,562
−Removed: Net loss $ ( 12,154 ) $ ( 81,722 ) $ ( 16,123 )
+Added: Net income (loss) $ 48,383 $ ( 12,154 ) $ ( 81,722 )
Change in fair value of derivatives ( 22,008 ) 91,271 15,670
10 unchanged sentences
Shares Amount
−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 — — — ( 14,602 ) — ( 14,602 )
−Removed: Distributions to common shareholders — — — — ( 38,128 ) ( 38,128 )
−Removed: Net loss attributable to common shareholders — — — — ( 16,223 ) ( 16,223 )
−Removed: Acquisition of partner’s noncontrolling interest in Pan Am Plaza — — ( 2,500 ) — — ( 2,500 )
−Removed: Exchange of redeemable noncontrolling interests for common shares 18,039 — 187 — — 187
−Removed: Adjustment to redeemable noncontrolling interests — — 7,397 — — 7,397
−Removed: Balances, December 31, 2020 84,187,999 $ 842 $ 2,085,003 $ ( 30,885 ) $ ( 824,306 ) $ 1,230,654
+Added: Balance at December 31, 2020 84,187,999 $ 842 $ 2,085,003 $ ( 30,885 ) $ ( 824,306 ) $ 1,230,654
Stock compensation activity 245,333 2 6,793 — — 6,795
Shares withheld for employee taxes ( 714,569 ) ( 7 ) ( 15,031 ) — — ( 15,038 )
−Removed: Issuance of common stock – Merger 134,931,465 1,349 2,846,020 — — 2,847,369
+Added: Issuance of common stock – RPAI merger 134,931,465 1,349 2,846,020 — — 2,847,369
Other comprehensive income — — — 14,983 — 14,983
4 unchanged sentences
Adjustment to redeemable noncontrolling interests — — ( 18,547 ) — — ( 18,547 )
−Removed: Balances, December 31, 2021 218,949,569 $ 2,189 $ 4,898,673 $ ( 15,902 ) $ ( 962,913 ) $ 3,922,047
+Added: Balance at December 31, 2021 218,949,569 $ 2,189 $ 4,898,673 $ ( 15,902 ) $ ( 962,913 ) $ 3,922,047
Stock compensation activity 151,089 2 9,544 — — 9,546
5 unchanged sentences
Adjustment to redeemable noncontrolling interests — — ( 12,566 ) — — ( 12,566 )
−Removed: Balances, December 31, 2022 219,185,658 $ 2,192 $ 4,897,736 $ 74,344 $ ( 1,207,757 ) $ 3,766,515
+Added: Balance at December 31, 2022 219,185,658 $ 2,192 $ 4,897,736 $ 74,344 $ ( 1,207,757 ) $ 3,766,515
+Added: Stock compensation activity 189,610 2 10,789 — — 10,791
+Added: Other comprehensive loss — — — ( 21,909 ) — ( 21,909 )
+Added: Distributions to common shareholders — — — — ( 212,824 ) ( 212,824 )
+Added: Net income attributable to common shareholders — — — — 47,498 47,498
+Added: Exchange of redeemable noncontrolling interests for common shares 73,161 — 1,568 — — 1,568
+Added: Adjustment to redeemable noncontrolling interests — — ( 23,501 ) — — ( 23,501 )
+Added: Balance at December 31, 2023 219,448,429 $ 2,194 $ 4,886,592 $ 52,435 $ ( 1,373,083 ) $ 3,568,138
The accompanying notes are an integral part of these consolidated financial statements.
5 unchanged sentences
Cash flows from operating activities:
−Removed: Net loss $ ( 12,154 ) $ ( 81,722 ) $ ( 16,123 )
−Removed: Adjustments to reconcile net loss to net cash provided by operating activities:
+Added: Net income (loss) $ 48,383 $ ( 12,154 ) $ ( 81,722 )
+Added: Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Depreciation and amortization 429,970 472,969 203,142
Gain on sales of operating properties, net ( 22,601 ) ( 27,069 ) ( 31,209 )
+Added: Impairment charges 477 — —
Straight-line rent ( 11,812 ) ( 16,632 ) ( 5,391 )
8 unchanged sentences
Cash flows from investing activities:
−Removed: Cash and restricted cash acquired in the Merger — 14,992 —
+Added: Cash and restricted cash acquired in the RPAI merger — — 14,992
Acquisitions of interests in properties ( 78,274 ) ( 100,142 ) ( 10,445 )
3 unchanged sentences
Investment in short-term deposits — 125,000 ( 125,000 )
−Removed: Small business loan repayments (funding) 657 712 ( 2,199 )
+Added: Small business loan repayments 346 657 712
Change in construction payables ( 2,078 ) 6,341 4,413
11 unchanged sentences
Distributions paid – redeemable noncontrolling interests ( 2,952 ) ( 2,622 ) ( 2,208 )
−Removed: Acquisition of partner’s interest in Killingly Commons joint venture ( 9,654 ) — —
−Removed: Acquisition of partner’s interest in Pan Am Plaza joint venture — — ( 2,500 )
+Added: Distributions to noncontrolling interests ( 3,196 ) — —
+Added: Acquisition of partner’s noncontrolling interest in Killingly Commons joint venture — ( 9,654 ) —
Net cash (used in) provided by financing activities ( 393,457 ) ( 312,527 ) 44,459
6 unchanged sentences
Exchange of redeemable noncontrolling interests for common shares $ 1,568 $ 1,670 $ 4,236
−Removed: Net investment in sales-type lease $ — $ — $ 4,665
The accompanying notes are an integral part of these consolidated financial statements.
14 unchanged sentences
Deferred costs, net 304,171 409,828
−Removed: Short-term deposits — 125,000
Prepaid and other assets 117,834 127,044
7 unchanged sentences
Commitments and contingencies
−Removed: Limited Partners’ interests in Operating Partnership and other 53,967 55,173
+Added: Limited Partners’ interests in the Operating Partnership 73,287 53,967
Partners’ Equity:
−Removed: Common equity, 219,185,658 and 218,949,569 units issued and outstanding at
−Removed: December 31, 2022 and 2021, respectively
+Added: Common equity, 219,448,429 and 219,185,658 units issued and outstanding
+Added: at December 31, 2023 and 2022, respectively
3,515,703 3,692,171
−Removed: Accumulated other comprehensive income (loss) 74,344 ( 15,902 )
+Added: Accumulated other comprehensive income 52,435 74,344
Total Partners’ equity 3,568,138 3,766,515
18 unchanged sentences
Depreciation and amortization 426,361 469,805 200,460
+Added: Impairment charges 477 — —
Total expenses 693,364 737,396 426,057
6 unchanged sentences
Other income, net 1,991 240 355
−Removed: Net loss ( 12,154 ) ( 81,722 ) ( 16,123 )
+Added: Net income (loss) 48,383 ( 12,154 ) ( 81,722 )
Net income attributable to noncontrolling interests ( 257 ) ( 623 ) ( 514 )
−Removed: Net loss attributable to common unitholders $ ( 12,777 ) $ ( 82,236 ) $ ( 16,651 )
−Removed: Allocation of net loss:
+Added: Net income (loss) attributable to common unitholders $ 48,126 $ ( 12,777 ) $ ( 82,236 )
+Added: Allocation of net income (loss):
Limited Partners $ 628 $ ( 141 ) $ ( 1,430 )
1 unchanged sentence
$ 48,126 $ ( 12,777 ) $ ( 82,236 )
−Removed: Net loss per unit – basic and diluted $ ( 0.06 ) $ ( 0.73 ) $ ( 0.19 )
+Added: Net income (loss) per unit – basic and diluted $ 0.22 $ ( 0.06 ) $ ( 0.73 )
Weighted average common units outstanding – basic 222,514,956 221,858,084 113,103,177
Weighted average common units outstanding – diluted 222,898,407 221,858,084 113,103,177
−Removed: Net loss $ ( 12,154 ) $ ( 81,722 ) $ ( 16,123 )
+Added: Net income (loss) $ 48,383 $ ( 12,154 ) $ ( 81,722 )
Change in fair value of derivatives ( 22,008 ) 91,271 15,670
11 unchanged sentences
(Loss) Income
−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 to Parent Company ( 38,128 ) — ( 38,128 )
−Removed: Net loss attributable to Parent Company ( 16,223 ) — ( 16,223 )
−Removed: Acquisition of partner’s noncontrolling interest in Pan Am Plaza ( 2,500 ) — ( 2,500 )
−Removed: Conversion of Limited Partner Units to shares of the Parent Company 187 — 187
−Removed: Adjustment to redeemable noncontrolling interests 7,397 — 7,397
−Removed: Balances, December 31, 2020 $ 1,261,539 $ ( 30,885 ) $ 1,230,654
+Added: Balance at December 31, 2020 $ 1,261,539 $ ( 30,885 ) $ 1,230,654
Stock compensation activity 6,795 — 6,795
Shares withheld for employee taxes ( 15,038 ) — ( 15,038 )
−Removed: Issuance of General Partner Units to the Parent Company – Merger 2,847,369 — 2,847,369
+Added: Issuance of General Partner Units to the Parent Company – RPAI merger 2,847,369 — 2,847,369
Other comprehensive income attributable to Parent Company — 14,983 14,983
4 unchanged sentences
Adjustment to redeemable noncontrolling interests ( 18,547 ) — ( 18,547 )
−Removed: Balances, December 31, 2021 $ 3,937,949 $ ( 15,902 ) $ 3,922,047
+Added: Balance at December 31, 2021 $ 3,937,949 $ ( 15,902 ) $ 3,922,047
Stock compensation activity 9,546 — 9,546
5 unchanged sentences
Adjustment to redeemable noncontrolling interests ( 12,566 ) — ( 12,566 )
−Removed: Balances, December 31, 2022 $ 3,692,171 $ 74,344 $ 3,766,515
+Added: Balance at December 31, 2022 $ 3,692,171 $ 74,344 $ 3,766,515
+Added: Stock compensation activity 10,791 — 10,791
+Added: Other comprehensive loss attributable to Parent Company — ( 21,909 ) ( 21,909 )
+Added: Distributions to Parent Company ( 212,824 ) — ( 212,824 )
+Added: Net income attributable to Parent Company 47,498 — 47,498
+Added: Conversion of Limited Partner Units to shares of the Parent Company 1,568 — 1,568
+Added: Adjustment to redeemable noncontrolling interests ( 23,501 ) — ( 23,501 )
+Added: Balance at December 31, 2023 $ 3,515,703 $ 52,435 $ 3,568,138
The accompanying notes are an integral part of these consolidated financial statements.
6 unchanged sentences
Cash flows from operating activities:
−Removed: Net loss $ ( 12,154 ) $ ( 81,722 ) $ ( 16,123 )
−Removed: Adjustments to reconcile net loss to net cash provided by operating activities:
+Added: Net income (loss) $ 48,383 $ ( 12,154 ) $ ( 81,722 )
+Added: Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Depreciation and amortization 429,970 472,969 203,142
Gain on sales of operating properties, net ( 22,601 ) ( 27,069 ) ( 31,209 )
+Added: Impairment charges 477 — —
Straight-line rent ( 11,812 ) ( 16,632 ) ( 5,391 )
8 unchanged sentences
Cash flows from investing activities:
−Removed: Cash and restricted cash acquired in the Merger — 14,992 —
+Added: Cash and restricted cash acquired in the RPAI merger — — 14,992
Acquisitions of interests in properties ( 78,274 ) ( 100,142 ) ( 10,445 )
3 unchanged sentences
Investment in short-term deposits — 125,000 ( 125,000 )
−Removed: Small business loan repayments (funding) 657 712 ( 2,199 )
+Added: Small business loan repayments 346 657 712
Change in construction payables ( 2,078 ) 6,341 4,413
11 unchanged sentences
Distributions paid – redeemable noncontrolling interests ( 2,952 ) ( 2,622 ) ( 2,208 )
−Removed: Acquisition of partner’s interest in Killingly Commons joint venture ( 9,654 ) — —
−Removed: Acquisition of partner’s interest in Pan Am Plaza joint venture — — ( 2,500 )
+Added: Distributions to noncontrolling interests ( 3,196 ) — —
+Added: Acquisition of partner’s noncontrolling interest in Killingly Commons joint venture — ( 9,654 ) —
Net cash (used in) provided by financing activities ( 393,457 ) ( 312,527 ) 44,459
6 unchanged sentences
Conversion of Limited Partner Units to shares of the Parent Company $ 1,568 $ 1,670 $ 4,236
−Removed: Net investment in sales-type lease $ — $ — $ 4,665
The accompanying notes are an integral part of these consolidated financial statements.
6 unchanged sentences
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 that are primarily grocery-anchored and located in high-growth Sun Belt and select strategic gateway 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 markets 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.
11 unchanged sentences
Actual results could differ from these estimates.
−Removed: On October 22, 2021, we completed a merger with Retail Properties of America, Inc.
−Removed: (“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 the Operating Partnership level.
−Removed: 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 development projects through the Merger along with multiple parcels of entitled land for future value creation.
−Removed: 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 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.
−Removed: In connection with the Merger, the Operating Partnership issued an equivalent amount of General Partner Units to the Parent Company.
−Removed: 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.
−Removed: Of the 183 operating retail properties, 11 contain an office component.
−Removed: We also owned three development projects under construction as of this date.
+Added: As of December 31, 2023, the Company’s portfolio consisted of the following:
+Added: Properties Square Footage
+Added: Operating retail properties (1)
+Added: 180 28,108,490
+Added: Office properties 1 287,291
+Added: Development and redevelopment projects:
+Added: Carillon medical office building 1 126,000
+Added: The Corner – IN 1 24,000
+Added: Hamilton Crossing Centre 1 92,283
+Added: Edwards Multiplex – Ontario 1 124,614
+Added: (1) Included within operating retail properties are 10 properties that contain an office component.
Of the 180 operating retail properties, 177 are consolidated in these financial statements and the remaining three are accounted for under the equity method.
+Added: On October 22, 2021, we completed a merger with Retail Properties of America, Inc.
+Added: (“RPAI”) pursuant to which RPAI merged with and into a wholly owned subsidiary of the Company, with such subsidiary continuing as a wholly owned subsidiary of the Company.
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
4 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 within “Property operating” expense in the accompanying consolidated statements of operations and comprehensive income.
+Added: Ordinary repairs and maintenance that do not extend the useful lives of the respective assets are expensed as incurred and included 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.
−Removed: These pre-development costs are capitalized and included in construction in progress in the accompanying consolidated balance sheets.
+Added: These pre-development costs are capitalized and included within “Investment properties, at cost” in the accompanying consolidated balance sheets.
If we determine that the completion of a development project is no longer probable, all previously incurred pre-development costs are immediately expensed.
2 unchanged sentences
As a portion of a development project becomes operational, we expense a pro rata amount of the related costs.
−Removed: Depreciation on buildings and improvements is computed using the straight-line method over estimated original useful lives ranging from 10 to 35 years.
−Removed: Depreciation on tenant allowances and tenant improvements is computed using the straight-line method over the term of the related lease.
−Removed: Depreciation on equipment and fixtures is computed using the straight-line method over five to 10 years.
+Added: Depreciation expense is computed using the straight-line method.
+Added: Buildings and improvements are depreciated over estimated original useful lives ranging from 10 to 35 years.
+Added: Tenant improvements and allowances are depreciated over the term of the related lease.
+Added: Equipment and fixtures are depreciated over five to 10 years.
Depreciation may be accelerated for a redevelopment project, including partial demolition of an existing structure, after the asset is assessed for impairment.
The following table summarizes the composition of the Company’s investment properties as of December 31, 2023 and 2022 (in thousands) :
+Added: Balance as of December 31,
Land, buildings and improvements $ 7,684,066 $ 7,656,765
2 unchanged sentences
Valuation of Investment Properties
−Removed: 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.
+Added: Management reviews our operating 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.
This review for possible impairment requires certain assumptions, estimates, and significant judgment.
5 unchanged sentences
• a reduction in the anticipated holding period;
−Removed: • a cost accumulation or delay in project completion date significantly above and beyond the original development or redevelopment estimate;
+Added: • a cost accumulation or delay in the project completion date significantly above and beyond the original development or redevelopment estimate;
• a significant decrease in the market price not in line with general market trends;
1 unchanged sentence
Impairment losses for investment properties and intangible assets are measured when the undiscounted cash flows estimated to be generated by the investment properties during the expected holding period are less than the carrying amounts of those assets.
−Removed: The evaluation of impairment is subject to certain management assumptions, including projected net operating income, anticipated hold period, expected capital expenditures and the capitalization rate used to estimate the property’s residual value.
+Added: The evaluation of impairment is subject to certain management assumptions, including projected net operating income, anticipated holding period, expected capital expenditures and the capitalization rate used to estimate the property’s residual value.
Impairment losses are recorded as the excess of the carrying value over the estimated fair value of the asset.
2 unchanged sentences
Assets Held for Sale
−Removed: Operating properties will be classified as held for sale only when those properties are available for immediate sale in their present condition and for which management believes it is probable that a sale of the property will be completed within one year, among other factors.
−Removed: Operating properties classified as held for sale are carried at the lower of cost or fair value less estimated costs to sell.
+Added: The Company classifies an operating property as held for sale only when the property is available for immediate sale in its present condition and for which management believes it is probable that a sale of the property will be completed within one year, among other factors.
+Added: An operating property classified as held for sale is carried at the lower of cost or fair value less estimated costs to sell.
Depreciation and amortization are suspended during the held-for-sale period.
1 unchanged sentence
Acquisition of Investment 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.
+Added: Real estate assets are recognized on our consolidated balance sheets at historical cost, less accumulated depreciation and amortization.
+Added: Upon acquisition of real estate operating properties, we estimate the fair value of acquired identifiable tangible assets (consisting of land, buildings and improvements) and identified intangible assets and liabilities (consisting of above-market and below-market leases and in-place leases), assumed debt, and any noncontrolling interest in the acquiree at the date of acquisition based on an evaluation of information and estimates available at the acquisition date.
Based on these estimates, we record the estimated fair value to the applicable assets and liabilities.
5 unchanged sentences
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;
+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 leases.
+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 as applicable;
• the value of having a lease in place at the acquisition date.
We use 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;
+Added: Our estimates of value use 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 related to the reimbursement of property operating expenses, and fair market rent received during the estimated lease-up period as if the space was vacant.
+Added: The value of in-place leases is amortized to depreciation and amortization expense over the remaining initial terms of the respective leases;
• the fair value of any assumed financing that is determined to be above- or below-market terms.
3 unchanged sentences
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: To date, we have not developed a tenant relationship that we consider to have a current intangible value.
Consolidation and Investments in Joint Ventures
7 unchanged sentences
As of December 31, 2023, 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.
−Removed: 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: As of December 31, 2023, these consolidated VIEs had mortgage debt totaling $ 112.1 million, which was secured by assets of the VIEs totaling $ 216.5 million.
The Operating Partnership guarantees the mortgage debt of these VIEs.
1 unchanged sentence
The Parent Company consolidates the Operating Partnership as it is the primary beneficiary in accordance with the VIE model.
−Removed: As of December 31, 2022, the Company also owned investments in four unconsolidated joint ventures accounted for under the equity method as follows:
+Added: As of December 31, 2023, the Company also owned investments in four unconsolidated joint ventures accounted for under the equity method, which are not considered VIEs, as follows:
Three Property Retail Portfolio Joint Venture
On June 29, 2018, the Company formed a joint venture with Nuveen Real Estate, formerly known as TH Real Estate.
−Removed: 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 sold three properties (Livingston Shopping Center, Plaza Volente and Tamiami Crossing) 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.
The Company is the operating member responsible for the day-to-day management of the properties and receives property management and leasing fees.
Both members have substantive participating rights over major decisions that impact the economics and operations of the joint venture.
−Removed: 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: 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 of the joint venture.
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 Eddy Street Commons, our operating retail property at the University of Notre Dame.
+Added: In December 2017, we formed a joint venture with an unrelated third party to develop and own an Embassy Suites hotel next to Eddy Street Commons, our operating retail property at the University of Notre Dame.
We contributed $ 1.4 million of cash to the joint venture in return for a 35 % ownership interest in the joint venture.
−Removed: The joint venture has entered into a $ 33.8 million construction loan, of which $ 33.5 million was drawn as of December 31, 2022.
−Removed: The joint venture is not
−Removed: considered a VIE.
−Removed: 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: The joint venture entered into a $ 33.8 million construction loan, of which $ 32.7 million was outstanding as of December 31, 2023.
+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 joint venture.
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 retail property.
−Removed: The Company contributed land valued at $ 1.6 million to the joint venture and retained a 12 % interest in the 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 in the Indianapolis metropolitan statistical area (“MSA”).
+Added: The Company contributed land valued at $ 1.6 million to the joint venture and retained a 12 % ownership interest in the joint venture.
The Company’s partner is the operating member responsible for the day-to-day management of the property.
Both members have substantive participating rights over major decisions that impact the economics and operations of the joint venture.
−Removed: 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.
−Removed: Buckingham 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 of the joint venture.
+Added: Buckingham Mixed-Use Joint Venture
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.
−Removed: 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 contributed land valued at $ 4.0 million to the joint venture and retained a 50 % ownership interest in the joint venture.
The Company’s partner is the operating member responsible for the day-to-day management of the property.
Both members have substantive participating rights over major decisions that impact the economics and operations of the joint venture.
−Removed: 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: 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 of the joint venture.
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 the Federal Deposit Insurance Corporation (“FDIC”) and the Securities Investor Protection Corporation (“SIPC”) insurance limits;
−Removed: however, the Company attempts to limit its exposure at any one time.
+Added: From time to time, such investments may temporarily be held in accounts that exceed the Federal Deposit Insurance Corporation (“FDIC”) and the Securities Investor Protection Corporation (“SIPC”) insurance limits.
+Added: The Company periodically assesses the credit risk associated with these financial institutions and believes the risk of loss is minimal.
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, 2023, 2022 and 2021 (in thousands) :
3 unchanged sentences
Restricted cash and escrow deposits 5,017 6,171 7,122
−Removed: Total cash, cash equivalents and restricted cash $ 121,970 $ 100,363 $ 46,586
+Added: Cash, cash equivalents and restricted cash $ 41,430 $ 121,970 $ 100,363
Restricted Cash and Escrow Deposits
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.
−Removed: Short-Term Deposits
−Removed: 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.
−Removed: 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.
−Removed: 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
−Removed: We follow the framework established under Financial Accounting Standards Board (“FASB”) ASC 820, Fair Value Measurements and Disclosures, for measuring fair value of non-financial assets and liabilities that are not required or permitted to be measured at fair value on a recurring basis but only in certain circumstances, such as a business combination or upon determination of an impairment.
+Added: We follow the framework established under Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 820, Fair Value Measurements and Disclosures, for measuring fair value of non-financial assets and liabilities that are not required or permitted to be measured at fair value on a recurring basis but only in certain circumstances, such as a business combination or upon determination of an impairment.
Assets and liabilities recorded at fair value on the consolidated balance sheets are categorized based on the inputs to the valuation techniques as follows:
5 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 within Level 2 of the fair value hierarchy.
−Removed: 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.
−Removed: 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 values, net rental rates of anchor and small shop space and capitalization rates.
−Removed: Level 3 inputs to these transactions include our estimations of disposal values.
+Added: As discussed in Note 9 to the accompanying consolidated financial statements, we have determined that derivative valuations are classified within Level 2 of the fair value hierarchy.
+Added: Note 8 to the accompanying consolidated financial statements includes a discussion of the estimated fair value of fixed and variable rate debt, which are estimated using Level 2 and Level 3 inputs.
+Added: N ote 3 to the accompanying consolidated financial statements includes a discussion of the fair values recorded for asset acquisitions.
+Added: Level 3 inputs to these transactions include our estimations of net rental rates of retail anchor and small shop space, capitalization rates, and disposal values.
+Added: Note 4 to the accompanying consolidated financial statements includes a discussion of the fair value recorded when we recognized an impairment charge during the year ended December 31, 2023.
+Added: Level 2 inputs to this transaction include the expected sales price from an executed sales contract.
Cash and cash equivalents, accounts receivable, escrows and deposits, and other working capital balances approximate fair value.
1 unchanged sentence
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 value of those derivatives are accounted for depending on the use of the derivative and whether it qualifies for hedge accounting.
+Added: Gains and losses resulting from changes in the fair value of the 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.
−Removed: Changes in the fair values of derivatives that qualify as cash flow hedges are recognized in other comprehensive income (“OCI”) while any ineffective portion of a derivative’s change in fair value is recognized immediately in earnings.
−Removed: Gains and losses associated with the transaction are recorded in OCI and amortized over the underlying term of the hedged transaction.
+Added: Changes in the fair value of derivatives that qualify as cash flow hedges are recorded in “Accumulated other comprehensive income” in the accompanying consolidated balance sheets and amortized over the underlying term of the hedged transaction while any ineffective portion of a derivative’s change in fair value is recognized immediately in earnings.
For derivative contracts designated as fair value hedges, the gain or loss on the derivative is included within “Mortgage and other indebtedness, net” in the accompanying consolidated balance sheets.
We include the gain or loss on the hedged item in the same account as the offsetting gain or loss on the related derivative contract.
−Removed: As of December 31, 2022 and 2021, all of our derivative instruments qualify for hedge accounting.
+Added: As of December 31, 2023 and 2022, all of our derivative financial instruments qualify for hedge accounting.
Revenue Recognition
2 unchanged sentences
Base minimum rents are recognized on a straight-line basis over the terms of the respective leases.
−Removed: Certain lease agreements contain provisions that grant additional rents based on a tenant’s sales volume (contingent overage rent).
+Added: Certain lease agreements contain provisions that provide for additional rents based on a tenant’s sales volume (contingent overage rent).
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, 2023, 2022 and 2021.
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 the outstanding receivables.
−Removed: 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
−Removed: collectibility of rental income.
+Added: If we determine that collectibility is not probable, we recognize income only to the extent that cash has been received from the tenant.
+Added: We have accounts receivable due from tenants and are subject to the risk of tenant defaults and bankruptcies, which may affect the collection of outstanding receivables.
+Added: These receivables are reduced for credit loss, which is recognized as a reduction to rental
+Added: We regularly evaluate the collectibility of these lease-related receivables by analyzing past due account balances and consider such factors as the credit quality of the tenant, historical write-off experience, tenant creditworthiness and current economic trends when evaluating the 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 $ 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.
+Added: Net gains realized on such sales were $ 1.7 million, $ 4.5 million, and $ 0.5 million for the years ended December 31, 2023, 2022 and 2021, respectively, and are included within “Other property-related revenue” in the accompanying consolidated statements of operations and comprehensive income.
Tenant and Other Receivables and Allowance for Uncollectible Accounts
10 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, 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:
+Added: For the year ended December 31, 2023, the percentage of the Company’s revenue recognized from tenants leasing space in the states where the majority of our portfolio is concentrated, which includes Texas, Florida, Virginia, New York, and Indiana, was as follows:
Florida 10.6 %
−Removed: New York 6.9 %
Virginia 7.4 %
+Added: New York 6.9 %
Indiana 6.3 %
Earnings Per Share
−Removed: Basic earnings per share or unit is calculated based on the weighted average number of common shares or units outstanding during the period.
−Removed: Diluted earnings per share or unit is determined based on the weighted average number of common shares or units outstanding during the period combined with the incremental average common shares or units that would have been outstanding assuming the conversion of all potentially dilutive common shares or units into common shares or units as of the earliest date possible.
+Added: Basic earnings per share/unit is calculated based on the weighted average number of common shares/units outstanding during the period.
+Added: Diluted earnings per share/unit is determined based on the weighted average number of common shares/units outstanding during the period combined with the incremental average common shares/units that would have been outstanding assuming the conversion of all potentially dilutive common shares/units into common shares/units as of the earliest date possible.
Potentially dilutive securities include (i) outstanding options to acquire common shares;
8 unchanged sentences
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.
−Removed: 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: 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 for purposes of measuring performance.
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.
6 unchanged sentences
To the extent that it satisfies this distribution requirement, but distributes less than 100% of its taxable income, it will be subject to U.S.
−Removed: federal corporate income tax on its undistributed REIT taxable income.
+Added: federal income tax on its undistributed REIT taxable income at regular corporate income tax rates.
REITs are subject to a number of organizational and operational requirements.
If the Parent Company fails to qualify as a REIT in any taxable year, it will be subject to U.S.
−Removed: 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.
−Removed: 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.
+Added: federal income tax on its taxable income at regular corporate income tax rates for a period of four years following the year in which qualification is lost.
+Added: Additionally, we may also be subject to certain taxes enacted by the Inflation Reduction Act of 2022 that are applicable to non-REIT corporations, including the nondeductible 1% excise tax on certain stock repurchases.
We may also be subject to certain U.S.
3 unchanged sentences
We have elected to treat Kite Realty Holdings, LLC as a TRS of the Operating Partnership.
−Removed: In addition, in connection with the Merger, we assumed RPAI’s existing TRS, IWR Protective Corporation, as a TRS of the Operating Partnership and we may elect to treat other subsidiaries as TRSs in the future.
+Added: In addition, in connection with the October 2021 merger with RPAI, we assumed RPAI’s existing TRS, IWR Protective Corporation, as a TRS of the Operating Partnership, and we may elect to treat other subsidiaries as TRSs in the future.
This election enables us to receive income and provide services that would otherwise be impermissible for a REIT.
2 unchanged sentences
Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled.
−Removed: The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date.
+Added: The effect of a change in tax rates on deferred tax assets and liabilities is recognized in income in the period that includes the enactment date.
The Company recognizes the effect of income tax positions only if those positions are more likely than not of being sustained.
5 unchanged sentences
Consequently, the taxability of dividends is subject to change.
−Removed: A summary of the tax characterization of the dividends paid by the Parent Company for the years ended December 31, 2022, 2021, and 2020 is as follows:
+Added: The following table summarizes the tax characterization of the dividends paid by the Parent Company for the years ended December 31, 2023, 2022 and 2021:
2023 2022 2021
2 unchanged sentences
Capital gains 9.4 % 13.9 % 86.6 %
−Removed: Balance, end of year 100.0 % 100.0 % 100.0 %
+Added: 100.0 % 100.0 % 100.0 %
Operating Partnership
3 unchanged sentences
Noncontrolling Interests
−Removed: 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.
+Added: 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 accompanying consolidated financial statements.
The following table summarizes the non-redeemable noncontrolling interests in consolidated properties for the years ended December 31, 2023, 2022 and 2021 (in thousands) :
1 unchanged sentence
Noncontrolling interests balance as of January 1, $ 5,370 $ 5,146 $ 698
−Removed: Noncontrolling interests acquired in the Merger — 4,463 —
−Removed: Net loss (income) allocable to noncontrolling interests, excluding
+Added: Noncontrolling interests acquired in the RPAI merger — — 4,463
+Added: Net income (loss) allocable to noncontrolling interests, excluding
redeemable noncontrolling interests
+Added: 256 224 ( 15 )
Distributions to noncontrolling interests ( 3,196 ) — —
1 unchanged sentence
Noncontrolling Interests – Joint Venture
−Removed: Prior to the Merger with RPAI, RPAI entered into a joint venture related to the development, ownership and operation of the multifamily rental portion of the expansion project at One Loudoun Downtown – Pads G & H.
+Added: Prior to the October 2021 merger, RPAI entered into a joint venture related to the development, ownership and operation of the multifamily rental portion of the expansion project at One Loudoun Downtown – Pads G & H.
The Company owns 90 % of the joint venture.
−Removed: 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.
−Removed: 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.
+Added: During the year ended December 31, 2023, the Company originated a 10-year $ 95.1 million mortgage payable at a fixed interest rate of 5.36 % secured by the joint venture project.
+Added: In conjunction with the loan origination, the joint venture’s construction loan was repaid.
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.
−Removed: The Company expects that these conditions will be met in the second half of 2023.
+Added: As of December 31, 2023, the conditions for exercising the put and call options have been met but neither the Company nor the joint venture partner has exercised their respective options.
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
−Removed: corresponding adjustment to additional paid-in capital.
+Added: The carrying amount of the redeemable noncontrolling
+Added: interests in the Operating Partnership is reflected at the greater of historical book value or redemption value with a corresponding adjustment to additional paid-in capital.
As of December 31, 2023 and 2022, 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.
5 unchanged sentences
2023 2022 2021
−Removed: Parent Company’s weighted average interest in Operating Partnership 98.7 % 97.8 % 97.4 %
−Removed: Limited partners’ weighted average interests in Operating Partnership 1.3 % 2.2 % 2.6 %
+Added: Parent Company’s weighted average interest in the Operating Partnership 98.6 % 98.7 % 97.8 %
+Added: Limited partners’ weighted average interests in the Operating Partnership 1.4 % 1.3 % 2.2 %
As of December 31, 2023, the Parent Company’s interest and the limited partners’ redeemable noncontrolling ownership interests in the Operating Partnership were 98.4 % and 1.6 %.
6 unchanged sentences
There were 3,512,868 and 2,870,697 Limited Partner Units outstanding as of December 31, 2023 and 2022, respectively.
−Removed: 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.
+Added: The increase in Limited Partner Units outstanding from December 31, 2022 is due to non-cash compensation awards made to our executive officers in the form of Limited Partner Units and the exercise of previously granted “appreciation only” long-term incentive plan nits (“AO LTIP Units”) in exchange for 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: 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: 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, were outstanding and accounted for as noncontrolling interests in the remaining venture.
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.
2 unchanged sentences
Prior to the redemption, we consolidated this joint venture because we controlled the decision-making and our joint venture partner had limited protective rights.
−Removed: 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.
+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 could 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.
7 unchanged sentences
Other, net including adjustments to redemption value 21,850 11,228 15,007
−Removed: Total limited partners’ interests in Operating Partnership and other
+Added: Total limited partners’ interests in the Operating Partnership and other
redeemable noncontrolling interests balance as of December 31,
$ 73,287 $ 53,967 $ 55,173
−Removed: Limited partners’ interests in Operating Partnership $ 53,967 $ 45,103 $ 33,205
+Added: Limited partners’ interests in the Operating Partnership $ 73,287 $ 53,967 $ 45,103
Other redeemable noncontrolling interests in certain subsidiaries — — 10,070
−Removed: Total limited partners’ interests in Operating Partnership and other
+Added: Total limited partners’ interests in the Operating Partnership and other
redeemable noncontrolling interests balance as of December 31,
1 unchanged sentence
Effects of Accounting Pronouncements
−Removed: 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.
−Removed: 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 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.
−Removed: 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.
−Removed: Application of these expedients preserves the presentation of derivatives consistent with past presentation.
−Removed: 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: 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.
−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 the Operating Partnership level.
−Removed: 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.
−Removed: 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 plus cash in lieu of fractional Company shares.
−Removed: 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:
−Removed: RPAI common stock outstanding as of October 21, 2021 214,797,869
−Removed: Exchange ratio 0.623
−Removed: Company common shares issued for outstanding RPAI common stock 133,814,066
−Removed: Company common shares issued for RPAI restricted stock units 1,117,399
−Removed: 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 share price) :
−Removed: common shares Equity
−Removed: Consideration Given
−Removed: (Company common shares issued) Total Value
−Removed: of Stock Consideration (1)
−Removed: As of October 21, 2021 $ 21.18 134,931 $ 2,847,369
−Removed: (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 development projects under construction along with multiple parcels of entitled land for future value creation.
−Removed: 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.
−Removed: In addition, the Company assumed approximately $ 1.8 billion of debt in connection with the Merger.
−Removed: “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.
−Removed: Purchase Price Allocation
−Removed: In accordance with ASC 805-10, Business Combinations , the Company accounted for the Merger as a business combination using the acquisition method of accounting.
−Removed: 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 Company used the following valuation methodologies, inputs and assumptions to estimate the fair value of the assets acquired and liabilities assumed:
−Removed: • Investment properties:
−Removed: 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.
−Removed: Comparable market data, real estate tax assessments and independent appraisals were used in estimating the fair value of the land acquired.
−Removed: 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.
−Removed: • Acquired lease intangible assets:
−Removed: 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.
−Removed: Any below-market renewal options are also considered in the in-place lease values.
−Removed: This valuation methodology is based on Level 3 inputs in the fair value hierarchy.
−Removed: • In-place lease liabilities:
−Removed: 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.
−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: This valuation methodology is based on Level 3 inputs in the fair value hierarchy.
−Removed: • Mortgage and other indebtedness:
−Removed: 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.
−Removed: 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.
−Removed: This valuation methodology is based on Level 2 and Level 3 inputs in the fair value hierarchy.
−Removed: 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:
−Removed: Range of Assumptions
−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 5.50 % to 12.00 %
−Removed: 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) :
−Removed: Purchase Price
−Removed: Investment properties $ 4,424,096
−Removed: Acquired lease intangible assets 536,342
−Removed: Cash, accounts receivable and other assets 84,632
−Removed: Total assets acquired 5,045,070
−Removed: Mortgage and other indebtedness, net ( 1,848,476 )
−Removed: Accounts payable, other liabilities, tenant security deposits and prepaid rent ( 176,391 )
−Removed: In-place lease liabilities ( 168,371 )
−Removed: Noncontrolling interests ( 4,463 )
−Removed: Total liabilities assumed ( 2,197,701 )
−Removed: Total purchase price $ 2,847,369
−Removed: 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:
−Removed: Weighted Average
−Removed: Amortization Period
−Removed: Building 18.8
−Removed: Tenant improvements 6.7
−Removed: In-place lease intangibles 5.5
−Removed: Above-market leases 5.7
−Removed: Below-market leases (including below-market option periods) 20.5
−Removed: Fair market value of debt adjustments 6.8
−Removed: Pro Forma Financial Information (unaudited)
−Removed: 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 (in thousands, except per share data) .
−Removed: Year Ended December 31,
−Removed: Rental income $ 740,954 $ 683,093
−Removed: Net income (loss) $ 21,283 $ ( 109,775 )
−Removed: Net income (loss) attributable to common shareholders $ 20,535 $ ( 107,341 )
−Removed: Net income (loss) attributable to common shareholders per common share:
−Removed: $ 0.09 $ ( 0.49 )
−Removed: $ 0.09 $ ( 0.49 )
−Removed: (1) The pro forma earnings for the year ended December 31, 2021 were adjusted to exclude $ 86.5 million of merger costs incurred while the pro forma earnings for the year ended December 31, 2020 were adjusted to include these costs.
−Removed: 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 for the year ended December 31, 2021 (in thousands) :
−Removed: Year Ended December 31, 2021
−Removed: Investment properties $ 4,439,387
−Removed: Acquired lease intangible assets $ 524,058
−Removed: Mortgage and other indebtedness, net $ ( 1,848,476 )
−Removed: In-place lease liabilities $ ( 171,378 )
−Removed: Noncontrolling interests $ ( 4,463 )
−Removed: Other assets and liabilities, net (1)
−Removed: $ ( 106,751 )
−Removed: Company common shares issued in exchange for RPAI common stock $ ( 2,847,369 )
−Removed: (1) Includes lease liabilities arising from obtaining right-of-use assets of $ 41,086 , which was determined using an estimate of our incremental borrowing rate that was specific to each lease based upon the term and underlying asset with a weighted average incremental borrowing rate of 5.4 %.
+Added: In November 2023, the FASB issued Accounting Standards Update (“ASU”) 2023-07, Segment Reporting (Topic 280) – Improvements to Reportable Segment Disclosures .
+Added: This new guidance is effective January 1, 2024, with early adoption permitted, and provides new disclosure requirements on significant segment expenses.
+Added: Public entities will now be required to disclose, on an annual and interim basis, (i) significant segment expenses that are regularly provided to the CODM and included within each reported measure of segment profit or loss (collectively referred to as the “significant expense principle”) and (ii) an amount for ‘other segment items’ (which is defined as the difference between segment revenue less the significant segment expenses disclosed less reported segment profit or loss) by reportable segment and a description of its composition.
+Added: In addition, all existing annual disclosures about segment profit or loss must be provided on an interim basis.
+Added: Public entities may disclose more than one measure of segment profit or loss used by the CODM, provided that at least one of the reported measures includes the segment profit or loss measure that is most consistent with GAAP.
+Added: Lastly, disclosure of the CODM’s title and position is required on an annual basis, as well as an explanation of how the CODM uses the reported measure(s) and other disclosures.
+Added: Public entities with a single reportable segment such as the Company must apply all of the new disclosure requirements as well as all existing segment disclosure and reconciliation requirements in Topic 280 on an annual and interim basis.
+Added: The Company expects to adopt the new disclosures retrospectively as of January 1, 2024.
Asset Acquisitions
The Company closed on the following asset acquisitions during the years ended December 31, 2023, 2022 and 2021 (dollars in thousands) :
−Removed: Date Property Name Metropolitan
−Removed: Statistical Area (MSA) Property Type Square
+Added: Date Property Name MSA Property Type Square
Footage Acquisition
+Added: September 22, 2023 Prestonwood Place Dallas/Ft.
+Added: Worth Multi-tenant retail 155,975 $ 81,000
February 16, 2022 Pebble Marketplace Las Vegas Multi-tenant retail 85,796 $ 44,100
−Removed: April 13, 2022 MacArthur Crossing Dallas Two-tenant building 56,077 21,920
+Added: April 13, 2022 MacArthur Crossing Dallas/Ft.
+Added: Worth Two-tenant building 56,077 21,920
July 15, 2022 Palms Plaza Miami Multi-tenant retail 68,976 35,750
2 unchanged sentences
retail outparcel 23,722 $ 13,500
−Removed: December 28, 2020 Eastgate Crossing Durham-Chapel Hill, NC Multi-tenant retail 156,275 $ 65,479
−Removed: The above acquisitions were funded using a combination of available cash on hand and proceeds from the Company’s unsecured revolving line of credit.
+Added: The above acquisitions were funded using a combination of available cash on hand and borrowings on 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.
16 unchanged sentences
2023 2022 2021
−Removed: Net rental rate per square foot – Anchors $ 20.50 to $ 40.00
+Added: Net rental rate per square foot – Retail Anchors N/A
$ 20.50 to $ 40.00
2 unchanged sentences
$ 31.50 to $ 45.00
−Removed: Discount rate 5.75 % to 7.25 %
+Added: Discount rate 8.5 %
+Added: 5.75 % to 7.25 %
The results of operations for each of the properties acquired through asset acquisitions during the years ended December 31, 2023, 2022 and 2021 have been included in operations since their respective dates of acquisition.
+Added: On October 22, 2021, we completed a merger with RPAI pursuant to which RPAI merged with and into a wholly owned subsidiary of the Company, with such subsidiary continuing as a wholly owned subsidiary of the Company.
+Added: Under the terms of the merger agreement, each share of RPAI common stock issued and outstanding immediately prior to the effective time of the merger was converted into the right to receive 0.623 newly issued Company common shares, resulting in approximately 133.8 million Company common shares being issued to effect the merger with a total purchase price of approximately $ 2.8 billion.
+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.
+Added: For the year ended December 31, 2021, “Rental income” and “Net income (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.
+Added: Pro Forma Financial Information (unaudited)
+Added: The following unaudited pro forma financial information is based upon the Company’s historical consolidated statements of operations for the year ended December 31, 2021, adjusted to give effect for the properties assumed through the merger as if they were acquired as of January 1, 2020.
+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) .
+Added: Year Ended December 31, 2021
+Added: Rental income $ 740,954
+Added: Net income $ 21,283
+Added: Net income attributable to common shareholders $ 20,535
+Added: Net income attributable to common shareholders per common share:
+Added: (1) The pro forma earnings for the year ended December 31, 2021 were adjusted to exclude $ 86.5 million of merger costs incurred.
+Added: Supplemental Schedule of Non-Cash Investing and Financing Activities Related to the RPAI merger
+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
+Added: Investment properties $ 4,439,387
+Added: Acquired lease intangible assets $ 524,058
+Added: Mortgage and other indebtedness, net $ ( 1,848,476 )
+Added: In-place lease liabilities $ ( 171,378 )
+Added: Noncontrolling interests $ ( 4,463 )
+Added: Other assets and liabilities, net (1)
+Added: $ ( 106,751 )
+Added: Company common shares issued in exchange for RPAI common stock $ ( 2,847,369 )
+Added: (1) Includes lease liabilities arising from obtaining right-of-use assets of $ 41,086 , which was determined using an estimate of our incremental borrowing rate that was specific to each lease based upon the term and underlying asset with a weighted average incremental borrowing rate of 5.4 %.
+Added: DISPOSITIONS AND IMPAIRMENT CHARGES
The Company closed on the following dispositions during the years ended December 31, 2023, 2022 and 2021 (dollars in thousands) :
1 unchanged sentence
Footage Sales Price Gain (Loss)
+Added: May 8, 2023 Kingwood Commons Houston Multi-tenant retail 158,172 $ 27,350 $ 4,736
+Added: June 8, 2023 Pan Am Plaza & Garage Indianapolis Land & garage — 52,025 23,638
+Added: September 11, 2023 Reisterstown Road Plaza Dallas/Ft.
+Added: Worth Multi-tenant retail & office 376,683 48,250 ( 5,773 )
+Added: October 24, 2023 Eastside Dallas/Ft.
+Added: Worth Multi-tenant retail & office 43,640 14,425 —
+Added: 578,495 $ 142,050 $ 22,601
January 26, 2022 Hamilton Crossing Centre Indianapolis Redevelopment (1)
+Added: — $ 6,900 $ 3,168
June 16, 2022 Plaza Del Lago Chicago Multi-tenant retail (2)
5 unchanged sentences
Worth Multi-tenant retail 93,377 $ 24,775 $ 4,323
−Removed: July 30, 2020 Courthouse Shadows Naples, FL Redevelopment — $ 14,000 $ 3,057
+Added: (1) The Company sold a portion of the redevelopment at Hamilton Crossing Centre.
+Added: The total number of properties in our portfolio was not affected by this transaction.
(2) Plaza Del Lago also contains 8,800 square feet of residential space comprised of 18 multifamily rental units.
−Removed: (2) The Company sold the ground lease interest in one tenant at an existing multi-tenant operating retail property.
+Added: (3) The Company sold the ground lease interest in one tenant at Lincoln Plaza, an existing multi-tenant operating retail property.
The total number of properties in our portfolio was not affected by this transaction.
+Added: During the year ended December 31, 2023, the Company recorded a $ 0.5 million impairment charge in connection with the sale of Eastside, a 43,640 square foot multi-tenant retail property in the Dallas/Ft.
+Added: Worth MSA, as a result of a change in the expected hold period.
+Added: The Company recorded the asset at the lower of cost or fair value less estimated costs to sell, which was approximately $ 14.1 million.
+Added: The estimated fair value of Eastside was based upon the expected sales price from an executed sales contract and determined to be a Level 3 input within the fair value hierarchy.
+Added: Eastside was sold on October 24, 2023 for a gross sales price of $ 14.4 million.
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.
2 unchanged sentences
SHARE-BASED COMPENSATION
−Removed: 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”).
−Removed: 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.
+Added: The Company’s 2013 Equity Incentive Plan was amended and restated as of May 11, 2022 (the “Equity Plan”) to, among other things, provide for the issuance of up to an additional 3,000,000 common share equivalents of the Company.
+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.
+Added: As of December 31, 2023, there were 5,564,715 common share equivalents available for grant under the Equity Plan.
The Company accounts for its share-based compensation in accordance with the fair value recognition provisions provided in ASC 718, Stock Compensation .
During the years ended December 31, 2023, 2022 and 2021, the Company recognized $ 10.1 million, $ 10.3 million, and $ 7.2 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.
−Removed: 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.
+Added: During the years ended December 31, 2023, 2022 and 2021, the Company capitalized $ 1.4 million, $ 1.3 million, and
+Added: $ 1.0 million of share-based compensation for development activities, respectively.
The Company recognizes forfeitures as they occur.
−Removed: As of December 31, 2022, there were 6,372,430 shares and units available for grant under the Equity Plan.
Share Options
2 unchanged sentences
The Company issues new common shares upon the exercise of options.
−Removed: The following table summarizes the option activity for the year ended December 31, 2022 (dollars in thousands except share and per share data) :
−Removed: Options Weighted Average
−Removed: Exercise Price Aggregate
−Removed: Intrinsic Value Weighted Average Remaining
−Removed: Contractual Term (in years)
−Removed: Outstanding as of January 1, 2022 1,250 $ 20.20
−Removed: Exercised ( 1,250 ) 20.20
−Removed: Outstanding as of December 31, 2022 — $ — $ — 0.00
−Removed: Exercisable as of December 31, 2022 — $ — $ — 0.00
−Removed: Exercisable as of December 31, 2021 1,250 $ 20.20
−Removed: There were no options granted during the years ended December 31, 2022, 2021 or 2020.
−Removed: 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.
+Added: There was no option activity during the year ended December 31, 2023 as all outstanding options were exercised during 2022.
+Added: In addition, no options were granted during the years ended December 31, 2023, 2022 or 2021.
+Added: The aggregate intrinsic value of the 1,250 options exercised during each of the years ended December 31, 2022 and 2021 was $ 3,300 and $ 6,550 , respectively.
Restricted Shares
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 .
−Removed: The Company pays dividends on restricted shares and such dividends are charged directly to shareholders’ equity.
−Removed: The following table summarizes the restricted share activity to employees and the Board of Trustees for the year ended December 31, 2022:
+Added: The Company pays dividends on restricted shares and such dividends are recorded within shareholders’ equity.
+Added: The following table summarizes the activity for the restricted shares that were granted to the Company’s employees and Board of Trustees for the year ended December 31, 2023:
Restricted Shares Weighted Average
14 unchanged sentences
2021 194,411 $ 19.85 $ 3,763
−Removed: 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.
+Added: As of December 31, 2023, there was $ 3.9 million of total unrecognized compensation expense related to restricted shares, which is expected to be recognized over a weighted average period of one year .
We expect to incur $ 2.3 million of this expense in 2024, $ 1.4 million in 2025, and the remainder in 2026.
8 unchanged sentences
Restricted units vested ( 167,783 ) 14.48
−Removed: Restricted units outstanding at December 31, 2022 407,138 $ 14.41
+Added: Restricted units outstanding as of December 31, 2023 402,870 $ 15.61
The following table summarizes the restricted unit grants and vestings during the years ended December 31, 2023, 2022 and 2021 (dollars in thousands, except unit and per unit data) :
8 unchanged sentences
We expect to incur $ 2.6 million of this expense in 2024, $ 1.8 million in 2025, and the remainder in 2026.
−Removed: AO LTIP Units
−Removed: 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.
+Added: AO LTIP Units – 2021 Awards
+Added: During the year ended December 31, 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 2020 Awards 2021 Awards 2020 Awards 2021 Awards
Kite 477,612 $ 16.69
6 unchanged sentences
The awards of AO LTIP Units are subject to both time-based and stock price performance-based vesting requirements.
−Removed: Subject to the terms of the award agreements, the AO LTIP Units shall vest and become fully exercisable as of the date that both of the following requirements have been met:
+Added: Subject to the terms of the award agreement, the AO LTIP Units shall vest and become fully exercisable as of the date that both of the following requirements have been met:
(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 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.
−Removed: 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 five years for the 2020 awards and three years for the 2021 awards.
−Removed: 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.
−Removed: 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: 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, the reported closing price per common share of the Company appreciates at least 15 % 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: 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 executive’s termination of service.
+Added: The AO LTIP Units were valued using a Monte Carlo simulation and the resulting compensation expense is being amortized over three years awards.
+Added: Compensation expense for the awards granted in 2021 totaled $ 3.0 million, of which we recognized $ 0.9 million, $ 1.0 million and $ 1.0 million of compensation expense during the years ended December 31, 2021, 2022 and 2023, respectively, and expect to incur the remainder in 2024.
Special Long-Term Equity Award
−Removed: 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: In January 2022, the Compensation Committee of the Company’s Board of Trustees granted a total of 363,883 LTIP Units to the Company’s named executive officers as a special long-term equity award related to the October 2021 merger with RPAI, which are subject to both performance and service conditions.
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:
3 unchanged sentences
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: Distributions will accrue during the performance period and 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
6 unchanged sentences
accumulated amortization ( 204,262 ) ( 179,166 )
−Removed: 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 (in thousands) :
+Added: Deferred costs, net $ 304,171 $ 409,828
+Added: The estimated net amounts of amortization of acquired lease intangible assets for properties owned as of December 31, 2023 for each of the next five years and thereafter are as follows (in thousands) :
Amortization of
8 unchanged sentences
Total $ 29,203 $ 211,909 $ 241,112
−Removed: Amortization of deferred leasing costs, lease intangibles and other is included within “Depreciation and amortization” in the accompanying consolidated statements of operations and comprehensive income.
+Added: The amortization of deferred leasing costs, lease intangibles and other is included within “Depreciation and amortization” in the accompanying consolidated statements of operations and comprehensive income.
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.
13 unchanged sentences
Lease liabilities 68,925 67,167
−Removed: Total $ 298,039 $ 321,419
+Added: Deferred revenue and other liabilities $ 272,942 $ 298,039
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 $ 24.0 million, $ 18.4 million, and $ 6.1 million for the years ended December 31, 2023, 2022 and 2021, 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 (in thousands) :
+Added: The estimated net amounts of amortization of in-place lease liabilities and the increasing effect on minimum rent for properties owned as of December 31, 2023 for each of the next five years and thereafter are as follows (in thousands) :
2024 $ 19,346
10 unchanged sentences
Unamortized debt issuance costs, net ( 9,504 ) ( 12,319 )
−Removed: Total mortgage and other indebtedness, net $ 3,010,299 $ 3,150,808
+Added: Mortgage and other indebtedness, net $ 2,829,202 $ 3,010,299
Consolidated indebtedness, including weighted average interest rates and weighted average maturities as of December 31, 2023, considering the impact of interest rate swaps, is summarized below (dollars in thousands) :
7 unchanged sentences
Debt discounts, premiums and issuance costs, net 26,261 N/A N/A N/A
−Removed: Total $ 3,010,299 100 % 4.21 % 4.2
+Added: Mortgage and other indebtedness, net $ 2,829,202 100 % 4.30 % 3.6
(1) Fixed rate debt includes the portion of variable rate debt that has been hedged by interest rate swaps.
15 unchanged sentences
(1) The fixed rate mortgages had interest rates ranging from 3.75 % to 5.73 % as of December 31, 2023 and 2022.
−Removed: (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.
−Removed: The one-month BSBY rate was 4.36 % as of December 31, 2022.
−Removed: The one-month LIBOR rate was 0.10 % as of December 31, 2021.
−Removed: 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, 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.
+Added: (2) In July 2023, the interest rate on the variable rate mortgage increased to Bloomberg Short Term Bank Yield Index (“BSBY”) plus 215 basis points from BSBY plus 160 basis points in conjunction with the July 2023 amendment of the loan agreement.
+Added: The one-month BSBY rate was 5.44 % and 4.36 % as of December 31, 2023 and 2022, respectively.
+Added: Mortgages payable, which 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 2033.
+Added: During the year ended December 31, 2023, we (i) originated a 10-year $ 95.1 million mortgage payable at a fixed interest rate of 5.36 % secured by the multifamily rental portion of the expansion project at One Loudoun Downtown – Pads G & H, (ii) amended the loan agreement on the variable rate mortgage secured by Delray Marketplace to extend the maturity date to August 4, 2026, with a one-year extension option, and made a $ 9.9 million paydown of the principal balance using available cash on hand, (iii) repaid mortgages payable totaling $ 161.5 million that had a weighted average fixed interest rate of 3.85 %, and (iv) made scheduled principal payments of $ 4.0 million related to amortizing loans.
Unsecured Notes
8 unchanged sentences
March 15, 2025 350,000 4.00 % 350,000 4.00 %
−Removed: Senior notes – LIBOR + 3.65 % due 2025 (3)
+Added: Senior notes – SOFR + 3.65 % due 2025 (1)
September 10, 2025 80,000 9.27 % 80,000 8.41 %
5 unchanged sentences
April 1, 2027 175,000 0.75 % 175,000 0.75 %
−Removed: Senior notes – LIBOR + 3.75 % due 2027 (4)
+Added: Senior notes – SOFR + 3.75 % due 2027 (2)
September 10, 2027 75,000 9.37 % 75,000 8.51 %
6 unchanged sentences
Total senior unsecured notes $ 1,829,635 $ 1,924,635
−Removed: (1) Private placement notes assumed in connection with the Merger.
−Removed: (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 three-month 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 three-month LIBOR plus 3.75 % through September 10, 2025.
+Added: (1) On July 1, 2023, the fallback rate in the derivative agreement went into effect.
+Added: As of December 31, 2023, $ 80,000 of 4.47 % senior unsecured notes due 2025 has been swapped to a variable rate of three-month Secured Overnight Financing Rate (“SOFR”) plus 3.65 % through September 10, 2025.
+Added: As of December 31, 2022, $ 80,000 of 4.47 % senior unsecured notes due 2025 had been swapped to a variable rate of three-month London Interbank Offered Rate (“LIBOR”) plus 3.65 %.
+Added: (2) On July 1, 2023, the fallback rate in the derivative agreement went into effect.
+Added: As of December 31, 2023, $ 75,000 of 4.57 % senior unsecured notes due 2027 has been swapped to a variable rate of three-month SOFR plus 3.75 % through September 10, 2025.
+Added: As of December 31, 2022, $ 75,000 of 4.57 % senior unsecured notes due 2027 had been swapped to a variable rate of three-month LIBOR plus 3.75 %.
+Added: During the year ended December 31, 2023, the Company repaid the $ 95.0 million principal balance of the 4.23 % senior unsecured notes due 2023 using available cash on hand.
+Added: Subsequent to December 31, 2023, the Company completed a public offering of $ 350.0 million in aggregate principal amount of 5.50 % senior unsecured notes due 2034 (“Notes Due 2034”), which we expect will be used to satisfy all 2024 debt maturities.
+Added: See Note 14 for further details.
Private Placement Senior Unsecured Notes
−Removed: 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 October 2021, in connection with the merger with RPAI, 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.
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”).
1 unchanged sentence
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).
−Removed: 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.
+Added: 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 Private Placement Notes.
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.
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.
−Removed: 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.
+Added: Further, each note purchase agreement contains customary events of default, including in relation to non-payment, breach of covenants, defaults under certain other
+Added: 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.
Publicly Placed Senior Unsecured Notes
−Removed: 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 October 2021, in connection with the merger with RPAI, 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.
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”).
8 unchanged sentences
The Exchangeable Notes were sold in the U.S.
−Removed: only to accredited investors pursuant to an exemption from the Securities Act of 1933, as amended (the “Securities Act”), and subsequently resold to qualified institutional buyers pursuant to Rule 144A under the Securities Act.
+Added: only to accredited investors pursuant to an exemption from the Securities Act of 1933, as amended (the “Securities Act”), and subsequently resold to qualified institutional investors pursuant to Rule 144A under the Securities Act.
The net proceeds from the offering of the Exchangeable Notes were approximately $ 169.7 million after deducting the underwriting fees and other expenses paid by the Company.
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 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.
+Added: During the years ended December 31, 2023, 2022 and 2021, we recognized approximately $ 1.3 million, $ 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.
On or after 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 at the option of the holders at any time prior to the close of business on the second scheduled trading day preceding the maturity date.
−Removed: The exchange rate will initially equal 39.6628 common shares per $1,000 principal amount of Exchangeable Notes (equivalent to an exchange price of approximately $ 25.21 per common share and an exchange premium of approximately 25 % based on the closing price of $ 20.17 per common share on March 17, 2021).
+Added: The exchange rate will initially equal 39.6628 common shares per $1,000 principal amount of Exchangeable Notes (equivalent to an exchange price of approximately $ 25.21 per common share and an exchange premium of approximately 25 % based upon the closing price of $ 20.17 per common share on March 17, 2021).
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
−Removed: 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 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” in the accompanying consolidated balance sheets.
+Added: We incurred $ 9.8 million of costs related to the Capped Call Transactions, which are included within “Additional paid-in capital” in the accompanying consolidated balance sheets.
Unsecured Term Loans and Revolving Line of Credit
3 unchanged sentences
Unsecured term loan due 2024 – fixed rate (1)
−Removed: November 22, 2023 $ — — % $ 200,000 4.10 %
−Removed: Unsecured term loan due 2024 – fixed rate (1)(3)
July 17, 2024 $ 120,000 2.68 % $ 120,000 2.68 %
9 unchanged sentences
January 8, 2026 $ — 6.58 % $ — 5.56 %
−Removed: (1) Unsecured term loans assumed in connection with the Merger.
−Removed: (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.
−Removed: The applicable credit spread was 1.25 % as of December 31, 2021.
−Removed: (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.
−Removed: The applicable credit spread was 1.10 % as of December 31, 2022.
−Removed: 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.
−Removed: The applicable credit spread was 1.20 % as of December 31, 2021.
−Removed: (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.
−Removed: 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: (1) $ 120,000 of 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.
+Added: The applicable credit spread was 1.10 % as of December 31, 2023 and 2022.
+Added: (2) $ 250,000 of SOFR-based variable rate debt has been swapped to a fixed rate of 5.09 % through October 24, 2025.
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.
−Removed: (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.
−Removed: The applicable credit spread was 1.05 % as of December 31, 2022.
−Removed: 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.
−Removed: The applicable credit spread was 1.20 % as of December 31, 2021.
−Removed: (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.
−Removed: The applicable credit spread was 1.35 % as of December 31, 2022.
+Added: (3) $ 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, 2023 and 2022.
+Added: (4) As of December 31, 2023, $ 300,000 of SOFR-based variable rate debt has been swapped to a fixed rate of 2.47 % plus a credit spread based on a ratings grid ranging from 1.15 % to 2.20 % through August 1, 2025.
+Added: As of December 31, 2022, $ 300,000 of SOFR-based variable rate debt had 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, 2023 and 2022.
(5) 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.
−Removed: On July 29, 2022, SOFR replaced LIBOR as the interest reference rate for the revolving line of credit.
Unsecured Revolving Credit Facility
−Removed: 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: 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 an unsecured revolving credit facility aggregating $ 1.1 billion (the “Revolving Facility”) and a seven-year $ 300.0 million unsecured term loan (the “$ 300 M Term Loan”).
Under the Second Amendment, the Operating Partnership has the option, subject to certain customary conditions, to increase the 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.
26 unchanged sentences
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, 2022, we had letters of credit outstanding totaling $ 1.5 million, against which no amounts were advanced as of December 31, 2022.
Unsecured Term Loans
1 unchanged sentence
The SOFR rate is also subject to an additional 0.10 % spread adjustment as specified in the Second Amendment.
−Removed: 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: Proceeds from the $ 300 M Term Loan were used to repay outstanding indebtedness and for general corporate purposes.
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.
−Removed: The agreement related to the $ 300 M Term Loan includes a
−Removed: 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: 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 agreement related to the $ 300 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: In October 2021, in connection with the merger with RPAI, 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.
The Company had the option to irrevocably elect to convert to a ratings-based pricing grid at any time.
3 unchanged sentences
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.
−Removed: 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: In October 2018, the Operating Partnership entered into a term loan agreement with a group of financial institutions providing for an unsecured term loan facility of up to $ 250.0 million (the “$ 250 M Term Loan”).
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.
12 unchanged sentences
2.00 % – 2.55 %
+Added: 2.00 % – 2.50 %
$ 150,000 unsecured term loan due 2026
3 unchanged sentences
7/29/2029 N/A 1.15 % – 2.20 %
−Removed: (1) In July 2022, SOFR replaced LIBOR as the interest reference rate for these term loans.
−Removed: (2) In December 2022, SOFR replaced LIBOR as the interest reference rate for this term loan.
−Removed: 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.
+Added: (1) 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
16 unchanged sentences
Debt discounts, premiums and issuance costs, net 26,261
−Removed: Total $ 3,010,299
+Added: Mortgage and other indebtedness, net $ 2,829,202
Other Debt Activity
−Removed: 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.
+Added: During the years ended December 31, 2023, 2022 and 2021, we capitalized interest totaling $ 3.7 million, $ 2.4 million and $ 1.6 million, 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: 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.
−Removed: 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;
−Removed: (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;
−Removed: 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.
−Removed: 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.
−Removed: 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: In December 2023, we entered into three forward-starting interest rate swap agreements with notional amounts totaling $ 150.0 million that swap a floating rate of compound SOFR for a fixed rate of 3.44 % with an effective date of June 28, 2024 and a maturity date of June 28, 2034.
+Added: These interest rate swaps fixed the interest rate on a portion of the Notes Due 2034, which were issued in January 2024, and were subsequently terminated upon issuance of the Notes Due 2034.
+Added: We received $ 0.7 million upon termination, which will be included as a component of “Accumulated other comprehensive income” in the consolidated balance sheets and reclassified as an increase to earnings over the term of the debt.
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, 2023 and 2022 (dollars in thousands) :
4 unchanged sentences
Cash Flow Two — SOFR 2.72 % 8/3/2022 11/22/2023 — 3,663
+Added: Cash Flow Two 200,000 SOFR 2.37 % 11/22/2023 8/1/2025 5,716 4,370
Cash Flow Three 120,000 SOFR 1.58 % 8/15/2022 7/17/2024 2,236 5,461
2 unchanged sentences
Fair Value (2)
−Removed: Two $ 155,000 LIBOR LIBOR + 3.70 %
+Added: Two $ 155,000 SOFR SOFR + 3.70 %
4/23/2021 9/10/2025 $ ( 9,408 ) $ ( 14,177 )
1 unchanged sentence
Cash Flow (3)
−Removed: Two $ 150,000 SOFR 1.356 % N/A 6/1/2032 $ — $ 299
−Removed: Forward-Starting
−Removed: Two $ 200,000 SOFR 2.37 % 11/22/2023 8/1/2025 $ 4,370 $ —
+Added: Three $ 150,000 SOFR 3.44 % 6/28/2024 6/28/2034 $ ( 700 ) $ —
(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.
−Removed: (2) The derivative agreements swap a blended fixed rate of 4.52 % for a blended floating rate of LIBOR plus 3.70 %.
−Removed: (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.
−Removed: 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: (2) On July 1, 2023, the fallback rate in the derivative agreements went into effect.
+Added: The derivative agreements swap a blended fixed rate of 4.52 % for a blended floating rate of three-month SOFR plus 3.70 % as of December 31, 2023 and three-month LIBOR plus 3.70 % as of December 31, 2022.
+Added: (3) Subsequent to December 31, 2023, the forward-starting interest rate swaps were terminated in conjunction with the issuance of the Notes Due 2034.
+Added: In October 2022, we terminated two forward-starting interest rate swaps with notional amounts totaling $ 150.0 million and a maturity date of June 1, 2032 and received $ 30.9 million upon termination.
+Added: This settlement is included as a component of “Accumulated other comprehensive income” in the accompanying consolidated balance sheets and is being reclassified to earnings over time as the hedged items are recognized in earnings.
+Added: During the year ended December 31, 2023, we accelerated the reclassification of $ 3.1 million in accumulated other comprehensive income as a reduction to interest expense as a result of the hedged forecasted transaction becoming probable not to occur.
+Added: Subsequent to December 31, 2023, we completed a public offering of the Notes Due 2034.
+Added: See Note 14 for further details.
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 use Level 3 inputs, such as estimates of current credit spreads to evaluate the likelihood of default by us and our counterparties.
−Removed: 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.
−Removed: As a result, we determined our derivative valuations were classified within Level 2 of the fair value hierarchy.
+Added: We have 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
+Added: current credit spreads to evaluate the likelihood of default by us and our counterparties.
+Added: As of December 31, 2023 and 2022, we assessed the significance of the impact of the credit valuation adjustments on the overall valuation of our derivative positions and determined that the credit valuation adjustments were not significant to the overall valuation of our derivatives.
+Added: As a result, we have determined that our derivative valuations are classified within Level 2 of the fair value hierarchy.
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 $ 7.3 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.
−Removed: 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.
−Removed: Unrealized gains and losses on our interest rate derivative agreements are the only components of the change in accumulated other comprehensive loss.
+Added: Approximately $ 17.4 million was reclassified as an increase to earnings during the year ended December 31, 2023.
+Added: Approximately $ 7.3 million and $ 7.7 million was reclassified as a decrease to earnings during the years ended December 31, 2022 and 2021, 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 $ 18.8 million, assuming the current SOFR curve.
+Added: Unrealized gains and losses on our interest rate derivative agreements are the only components of the change in accumulated other comprehensive income.
LEASE INFORMATION
2 unchanged sentences
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.
−Removed: 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
−Removed: recognized once a tenant’s sales volume exceeds a defined threshold.
+Added: Certain tenants have the option in their lease agreement to extend their lease upon the expiration of the contractual term.
+Added: Variable lease payments are based upon tenant sales information and are 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 on October 22, 2021.
−Removed: 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) :
+Added: In connection with the October 2021 merger with RPAI, 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, 2023, 2022 and 2021 (in thousands) :
Year Ended December 31,
6 unchanged sentences
Amortization of in-place lease liabilities, net 12,025 4,821 2,611
−Removed: Total $ 782,349 $ 367,399 $ 257,670
+Added: Rental income $ 810,146 $ 782,349 $ 367,399
The weighted average remaining term of the lease agreements is approximately 5.1 years.
−Removed: 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 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.
−Removed: 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 its operating and capital uses.
−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: The Company did not provide a material amount of rent abatement to tenants as a result of COVID-19.
−Removed: 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: During the years ended December 31, 2023, 2022 and 2021, the Company earned overage rent totaling $ 7.5 million, $ 5.9 million, and $ 0.8 million, respectively.
+Added: As of December 31, 2023, future minimum rentals to be received under non-cancelable operating leases, excluding variable lease payments and amounts deferred under lease concession agreements, for each of the next five years and thereafter are as follows (in thousands) :
Lease Payments
9 unchanged sentences
During the years ended December 31, 2023, 2022 and 2021, the Company incurred ground lease expense on these operating leases of $ 3.9 million, $ 3.9 million, and $ 2.8 million, respectively.
−Removed: The Company made payments of $ 5.1 million,
−Removed: $ 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: The Company made payments of $ 5.2 million, $ 5.1 million, and $ 2.6 million during the years ended December 31, 2023, 2022 and 2021, respectively, which are included within operating cash flows.
As of December 31, 2023, future minimum lease payments due under ground leases for each of the next five years and thereafter are as follows (in thousands) :
6 unchanged sentences
Our Board of Trustees declared a cash distribution of $ 0.25 per common share and Common Unit for the fourth quarter of 2023.
−Removed: This distribution was paid on January 13, 2023 to common shareholders and Common Unit holders of record as of January 6, 2023.
+Added: This distribution was paid on January 12, 2024 to common shareholders and common unitholders of record as of January 5, 2024.
For the years ended December 31, 2023, 2022 and 2021, we declared cash distributions totaling $ 0.97 , $ 0.87 , and $ 0.72 , respectively, per common share and Common Unit.
3 unchanged sentences
On November 30, 2021, the Company and the Operating Partnership amended the Equity Distribution Agreement to reflect their filing of a shelf registration statement on November 16, 2021 with the SEC.
−Removed: As of December 31, 2022, the Company has no t sold any common shares under the ATM Program.
The Operating Partnership intends to use the net proceeds, if any, to repay borrowings under its Revolving Facility and other indebtedness and for working capital and other general corporate purposes.
The Operating Partnership may also use 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: As of December 31, 2023, the Company has no t sold any common shares under the ATM Program.
Share Repurchase Program
−Removed: 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”).
−Removed: 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.
−Removed: 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.
−Removed: As of December 31, 2022, the Company has no t repurchased any shares under its Share Repurchase Program.
+Added: In February 2021, our Board of Trustees approved a share repurchase program under which the Company may repurchase, from time to time, up to an aggregate of $ 150.0 million of its common shares.
+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
+Added: $ 300.0 million of its common shares (the “Share Repurchase Program”).
The Company intends to fund any future repurchases under the Share Purchase 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.
+Added: In February 2024, the Company extended the Share Repurchase Program for an additional year to February 28, 2025, if not terminated or extended prior to that date.
+Added: As of December 31, 2023, the Company has no t repurchased any shares under the Share Repurchase Program.
Dividend Reinvestment and Share Purchase Plan
−Removed: 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.
+Added: We maintain a dividend reinvestment and share purchase plan that 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.
9 unchanged sentences
As of December 31, 2023, the outstanding balance of the loans was $ 61.0 million, of which our share was $ 30.5 million.
−Removed: As of December 31, 2022, we had outstanding letters of credit totaling $ 1.5 million with no amounts advanced against these instruments.
Legal Proceedings
6 unchanged sentences
We reimburse entities owned by certain members of the Company’s management for certain travel and related services.
−Removed: 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.
+Added: During each of the years ended December 31, 2023, 2022 and 2021, we paid $ 0.3 million to this related entity.
+Added: On August 7, 2023, a wholly owned subsidiary of the Company (“KRG Development”) assigned to Pan Am Development Partners, LLC (“Assignee”) certain rights and obligations related to the development of a hotel on the Pan Am Plaza site across from the Indiana Convention Center in Indianapolis, IN, including certain future development rights and a right of first offer involving the project (collectively, the “Project Rights and Obligations”).
+Added: Assignee is a wholly owned subsidiary of Circle Block Investors, LLC, the parent company that owns the Conrad Indianapolis hotel, of which Mr.
+Added: Kite, our Chairman Emeritus and the father of Mr.
+Added: Kite, is the majority owner, and Mr.
+Added: Kite, our Chief Executive Officer and Chairman of the Board, and Mr.
+Added: McGowan, our President and Chief Operating Officer, are minority owners.
+Added: In connection with the transaction, Assignee assumed all Project Rights and Obligations from and after August 7, 2023 and agreed to pay KRG Development an assignment fee of up to $ 3.5 million (the “Assignment Fee”), which is due and payable upon the completion of certain development activities that are expected to occur in 2024.
+Added: In connection with the transactions, Mr.
+Added: McGowan expressly acknowledged and agreed that they remain subject to their executive employment agreements with the Company, including, without limitation, the obligation of each executive to devote substantially all his business time
+Added: and effort to the performance of his duties for the Company.
+Added: Assignee will engage a team of full-time professionals to perform the Project Rights and Obligations.
+Added: The transaction was approved by a special transaction committee of the independent trustees of the Company (the “Transaction Committee”) as well as the Company’s independent trustees.
+Added: The Transaction Committee engaged a third-party financial advisor to assist in determining the net value of the Project Rights and Obligations and establishing the Assignment Fee.
SUBSEQUENT EVENTS
−Removed: 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 % .
+Added: Subsequent to December 31, 2023, we completed a public offering of $ 350.0 million aggregate principal amount of 5.50 % senior unsecured notes due 2034 (“Notes Due 2034”).
+Added: The Notes Due 2034 were priced at 98.670 % of the principal amount to yield 5.673 % to maturity and will mature on March 1, 2034, unless earlier redeemed.
+Added: The proceeds will be used to repay outstanding indebtedness and for general corporate purposes.
KITE REALTY GROUP TRUST AND KITE REALTY GROUP, L.P.
20 unchanged sentences
Bayport Commons — 7,005 20,666 — 4,681 7,005 25,347 32,352 10,839 2008 NA
−Removed: Bed Bath & Beyond Plaza — 4,540 13,131 — 112 4,540 13,244 17,784 1,073 2000 2021
Belle Isle Station — 9,130 41,082 — 7,843 9,130 48,925 58,055 20,180 2000 2015
24 unchanged sentences
Crossing at Killingly Commons — 21,999 29,722 — 1,140 21,999 30,862 52,861 9,494 2010 2014
+Added: Cypress Mill Plaza — 6,320 10,064 — 339 6,320 10,403 16,723 1,466 2004 2021
Initial Cost Cost Capitalized
8 unchanged sentences
Operating Properties (continued)
−Removed: Cypress Mill Plaza $ — $ 6,320 $ 10,111 $ — $ 71 $ 6,320 $ 10,182 $ 16,502 $ 804 2004 2021
Davis Towne Crossing $ — $ 995 $ 8,951 $ — $ 129 $ 995 $ 9,079 $ 10,074 $ 1,204 2003 2021
9 unchanged sentences
Eastgate Pavilion — 8,026 18,269 — 2,245 8,026 20,514 28,540 10,088 1995 2004
−Removed: Eastside — 3,305 12,199 — 7 3,305 12,207 15,512 782 2008 2021
Eastwood Towne Center — 3,242 55,945 — 4,322 3,242 60,268 63,510 8,602 2002 2021
15 unchanged sentences
Gerry Centennial Plaza — 3,448 9,721 — 211 3,448 9,932 13,380 1,368 2006 2021
+Added: Glendale Town Center — 1,494 41,779 ( 187 ) 20,108 1,307 61,887 63,194 35,467 1958/2021 1999
Grapevine Crossing — 7,021 11,928 — 738 7,021 12,666 19,687 1,956 2001 2021
7 unchanged sentences
Home Depot Center* — — 20,122 — 444 — 20,566 20,566 3,021 1996 2021
+Added: Huebner Oaks — 19,423 35,847 — 666 19,423 36,513 55,936 4,875 1996 2021
Initial Cost Cost Capitalized
8 unchanged sentences
Operating Properties (continued)
−Removed: Huebner Oaks $ — $ 19,423 $ 36,062 $ — $ 421 $ 19,423 $ 36,483 $ 55,906 $ 2,825 1996 2021
Humblewood Shopping Center $ — $ 3,921 $ 10,873 $ — $ 460 $ 3,921 $ 11,332 $ 15,253 $ 1,592 1979/2005 2021
5 unchanged sentences
King's Lake Square — 4,519 12,322 — 1,893 4,519 14,216 18,735 7,392 1986/2014 2003
−Removed: Kingwood Commons — 5,715 28,807 — 172 5,715 28,979 34,694 11,987 1999 2013
La Plaza Del Norte — 18,113 32,729 — 420 18,113 33,149 51,262 5,256 1996 2021
6 unchanged sentences
Lithia Crossing — 3,065 9,830 — 3,622 3,065 13,452 16,517 6,585 1994/2003 2011
−Removed: Lowe's/Bed Bath & Beyond — 19,894 — — — 19,894 — 19,894 — 2005 2021
+Added: Lowe's Center — 19,894 — — 41 19,894 41 19,935 — 2005 2021
MacArthur Crossing — 11,190 31,262 — 1,848 11,190 33,110 44,300 3,629 1995 2021
19 unchanged sentences
Oak Brook Promenade — 6,753 48,640 — 3,744 6,753 52,383 59,136 6,493 2006 2021
+Added: Oleander Place* — 847 5,546 — 239 847 5,785 6,632 3,069 2012 2011
+Added: One Loudoun Downtown 95,095 74,400 235,487 — 4,415 74,400 239,902 314,302 23,341 2013/2022 2021
Initial Cost Cost Capitalized
8 unchanged sentences
Operating Properties (continued)
−Removed: Oleander Place* $ — $ 847 $ 5,846 $ — $ 192 $ 847 $ 6,038 $ 6,885 $ 3,024 2012 2011
−Removed: One Loudoun Downtown — 74,400 236,043 — 1,743 74,400 237,785 312,185 13,588 2013/2022 2021
Oswego Commons $ — $ 5,746 $ 8,220 $ — $ 1,824 $ 5,746 $ 10,044 $ 15,790 1,519 2002 2021
14 unchanged sentences
Portofino Shopping Center — 4,721 75,005 — 20,490 4,721 95,494 100,215 40,569 1999 2013
+Added: Prestonwood Place — 14,282 61,305 — — 14,282 61,305 75,587 772 1979/2020 2023
Publix at Woodruff — 1,783 6,346 — 1,009 1,783 7,355 9,138 5,038 1997 2012
1 unchanged sentence
Rangeline Crossing — 1,981 17,459 — 3,688 1,981 21,147 23,128 8,106 1986/2013 NA
−Removed: Reisterstown Road Plaza — 16,578 30,674 — 2,651 16,578 33,324 49,902 2,863 1986/2018 2021
Riverchase Plaza — 3,889 11,226 — 1,252 3,889 12,478 16,367 6,391 1991/2001 2006
15 unchanged sentences
Shops at Park Place — 8,042 18,358 — 50 8,042 18,408 26,450 2,862 2001 2021
+Added: Silver Springs Pointe — 7,580 4,947 — 554 7,580 5,501 13,081 2,359 2001 2014
+Added: Southlake Corners — 7,998 16,576 — 296 7,998 16,873 24,871 2,788 2004 2021
Initial Cost Cost Capitalized
8 unchanged sentences
Operating Properties (continued)
−Removed: Silver Springs Pointe $ — $ 7,580 $ 4,947 $ — $ 311 $ 7,580 $ 5,258 $ 12,838 $ 2,095 2001 2014
−Removed: Southlake Corners — 7,998 16,648 — 169 7,998 16,817 24,815 1,553 2004 2021
Southlake Town Square $ — $ 19,534 $ 322,105 $ — $ 15,694 $ 19,534 $ 337,798 $ 357,332 $ 50,640 1998 2021
22 unchanged sentences
Waxahachie Crossing — 1,411 15,698 — ( 257 ) 1,411 15,441 16,852 4,703 2010 2014
+Added: Westbury Center — 4,540 12,866 — 131 4,540 12,998 17,538 1,850 2000 2021
Winchester Commons — 2,119 9,560 — 37 2,119 9,597 11,716 1,632 1999 2021
12 unchanged sentences
Thirty South Meridian $ — $ 1,643 $ 8,131 $ — $ 26,303 $ 1,643 $ 34,435 $ 36,078 $ 17,911 1905/2002 2001
−Removed: Pan Am Plaza Garage — — 28,035 — 126 — 28,161 28,161 16,057 1986 2019
Union Station Parking Garage — 904 2,310 — 2,281 904 4,591 5,495 2,227 1986 2001
2 unchanged sentences
Carillon — 28,239 39,737 — — 28,239 39,737 67,976 631 2004 2021
−Removed: 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 ) 490 3,495 2,507 6,002 — N/A N/A
One Loudoun – Uptown — 92,452 — ( 88 ) 111 92,363 111 92,474 — N/A 2021
−Removed: The Corner — — — — 175 — 175 175 — N/A N/A
−Removed: The Landing at Tradition – Phase II — — — — 6,527 — 6,527 6,527 — N/A N/A
+Added: The Corner – IN — — — — 250 — 250 250 — N/A N/A
Total Development and Redevelopment Projects — 124,205 41,754 ( 107 ) 851 124,098 42,605 166,703 631
3 unchanged sentences
KRG Peakway — 3,833 — — — 3,833 — 3,833 — N/A N/A
−Removed: Pan Am Plaza — 14,044 — 3,396 — 17,440 — 17,440 — N/A N/A
Total Other — 5,780 — 74 — 5,854 — 5,854 —
8 unchanged sentences
Consolidated Real Estate and Accumulated Depreciation
−Removed: ($ in thousands)
+Added: (dollars in thousands)
RECONCILIATION OF INVESTMENT PROPERTIES
2 unchanged sentences
2023 2022 2021
−Removed: Balance, beginning of year $ 7,584,735 $ 3,136,982 $ 3,079,616
−Removed: Acquisitions related to the Merger ( 16,672 ) 4,440,768 —
+Added: Balance as of January 1, $ 7,732,573 $ 7,584,735 $ 3,136,982
+Added: Acquisitions related to the RPAI merger — ( 16,672 ) 4,440,768
Acquisitions 75,587 99,064 15,263
1 unchanged sentence
Disposals ( 208,753 ) ( 86,719 ) ( 62,601 )
−Removed: Balance, end of year $ 7,732,573 $ 7,584,735 $ 3,136,982
+Added: Balance as of December 31, $ 7,740,061 $ 7,732,573 $ 7,584,735
The unaudited aggregate cost of investment properties for U.S.
−Removed: federal tax purposes as of December 31, 2022 was $ 8.0 billion.
+Added: federal income tax purposes as of December 31, 2023 was approximately $ 8.0 billion.
RECONCILIATION OF ACCUMULATED DEPRECIATION
2 unchanged sentences
2023 2022 2021
−Removed: Balance, beginning of year $ 879,306 $ 750,119 $ 661,546
+Added: Balance as of January 1, $ 1,161,148 $ 879,306 $ 750,119
Depreciation expense 317,593 318,809 154,519
Disposals ( 96,971 ) ( 36,967 ) ( 25,332 )
−Removed: Balance, end of year $ 1,161,148 $ 879,306 $ 750,119
−Removed: Depreciation of investment properties reflected in the consolidated statements of operations and comprehensive income is calculated over the estimated original lives of the assets as follows:
+Added: Balance as of December 31, $ 1,381,770 $ 1,161,148 $ 879,306
+Added: Depreciation of investment properties reflected in the accompanying consolidated statements of operations and comprehensive income is calculated over the estimated original lives of the assets as follows:
Buildings 20 – 35 years
2 unchanged sentences
Furniture and fixtures 5 – 10 years
−Removed: All other schedules have been omitted because they are inapplicable, not required or the information is included elsewhere in the consolidated financial statements or notes thereto.
+Added: All other schedules have been omitted because they are inapplicable, not required or the information is included elsewhere in the accompanying consolidated financial statements or notes thereto.
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.