87 unchanged sentences
DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
−Removed: The information required by this Item is hereby incorporated by reference to the material appearing in our 2024 Annual Meeting Proxy Statement (the “Proxy Statement”), which we intend to file within 120 days after our fiscal year-end in accordance with Regulation 14A.
+Added: The information required by this Item is hereby incorporated by reference to the material appearing in our 2025 Annual Meeting Proxy Statement, which we intend to file within 120 days after our fiscal year-end in accordance with Regulation 14A (the “Proxy Statement”).
EXECUTIVE COMPENSATION
16 unchanged sentences
The Company files as part of this report the exhibits listed on the Exhibit Index.
−Removed: Other financial statement schedules are omitted because they are not applicable or the required information is shown in the financial statements or notes thereto.
(c) Financial Statement Schedule:
The Company files as part of this report the financial statement schedule listed on the index immediately preceding the financial statements at the end of this report.
+Added: Other financial statement schedules are omitted because they are not applicable, or the required information is shown in the financial statements or notes thereto.
EXHIBIT INDEX
16 unchanged sentences
Incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K of Kite Realty Group Trust filed with the SEC on September 27, 2016
−Removed: 4.3 First Supplemental Indenture, dated September 26, 2016, among Kite Realty Group, L.P., Kite Realty Group Trust, as possible future guarantor, and U.S.
−Removed: Bank National Association
+Added: 4.3 First Supplemental Indenture, dated September 26, 2016, among Kite Realty Group, L.P., as Issuer, Kite Realty Group Trust, as Possible Future Guarantor, and U.S.
+Added: Bank National Association, as Trustee
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
4 unchanged sentences
Bank National Association), as Trustee
−Removed: 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: 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 January 17, 2024
4.6 Form of Global Note representing the 5.500% Senior Notes due 2034 (included in Exhibit 4.5)
−Removed: 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: Incorporated by reference to Exhibit 4.3 to the Current Report on Form 8-K of Kite Realty Group Trust filed with the SEC on January 17, 2024
+Added: 4.7 Third Supplemental Indenture, dated August 15, 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 Exhibit 4.2 to the Current Report on Form 8-K of Kite Realty Group Trust filed with the SEC on August 15, 2024
+Added: 4.8 Form of Global Note representing the 4.950% Senior Notes due 2031 (included in Exhibit 4.7)
+Added: Incorporated by reference to Exhibit 4.3 to the Current Report on Form 8-K of Kite Realty Group Trust filed with the SEC on August 15, 2024
4.9 Indenture, dated as of March 22, 2021, among Kite Realty Group, L.P., as Issuer, Kite Realty Group Trust, as REIT, and U.S.
1 unchanged sentence
Incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K of Kite Realty Group Trust filed with the SEC on March 22, 2021
+Added: Description Location
4.10 Form of Global Note representing the 0.75% Exchangeable Senior Notes due 2027 (included in Exhibit 4.9)
−Removed: Incorporated by reference to Exhibit 4.1 and 4.2 to the Current Report on Form 8-K of Kite Realty Group Trust filed with the SEC on March 22, 2021
+Added: 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 March 22, 2021
4.11 Indenture, dated March 12, 2015, by and between Retail Properties of America, Inc.
3 unchanged sentences
filed with the SEC on March 12, 2015
−Removed: Description Location
4.12 First Supplemental Indenture, dated March 12, 2015, by and between Retail Properties of America, Inc.
17 unchanged sentences
4.16 Description of the Registrant’s Securities
−Removed: Filed herewith
+Added: Incorporated by reference to Exhibit 4.14 to the Annual Report on Form 10-K of Kite Realty Group Trust filed with the SEC on February 20, 2024
10.1 Amended and Restated Agreement of Limited Partnership of Kite Realty Group, L.P., dated as of August 16, 2004
2 unchanged sentences
1 to Amended and Restated Agreement of Limited Partnership of Kite Realty Group, L.P., dated as of December 7, 2010
−Removed: Incorporate by reference to Exhibit 10.1 to the Current Report on Form 8-K of Kite Realty Group Trust filed with the SEC on December 13, 2010
+Added: Incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K of Kite Realty Group Trust filed with the SEC on December 13, 2010
10.3 Amendment No.
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 December 31, 2020
+Added: Description Location
10.9 Executive Employment Agreement, dated as of December 29, 2020, by and between the Company and Thomas K.
2 unchanged sentences
Incorporated by reference to Exhibit 10.3 the Current Report on Form 8-K of Kite Realty Group Trust filed with the SEC on December 31, 2020
−Removed: Description Location
10.11 Indemnification Agreement, dated as of August 16, 2004, by and between Kite Realty Group Trust, Kite Realty Group, L.P.
18 unchanged sentences
and Barton R.
−Removed: Incorporated by reference to Exhibit 10.23 to the Annual Report on Form 10-K of Kite Realty Group Trust filled with the SEC on March 7, 2014
+Added: Incorporated by reference to Exhibit 10.23 to the Annual Report on Form 10-K of Kite Realty Group Trust filed with the SEC on March 7, 2014
10.19 Indemnification Agreement, dated as of February 27, 2015, by and between Kite Realty Group Trust, Kite Realty Group, L.P., and Lee A.
11 unchanged sentences
Incorporated by reference to Exhibit 10.16 to the Current Report on Form 8-K of Kite Realty Group Trust filed with the SEC on October 22, 2021
+Added: Description Location
10.24 Indemnification Agreement, dated as of October 22, 2021, by and among Kite Realty Group Trust, Kite Realty Group, L.P.
4 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
−Removed: Description Location
10.26 Indemnification Agreement, dated as of October 22, 2021, by and among Kite Realty Group Trust, Kite Realty Group, L.P.
23 unchanged sentences
Incorporated by reference to Exhibit 10.33 to the Current Report on Form 8-K of Kite Realty Group Trust filed with the SEC on August 20, 2004
−Removed: 10.32 Form of 2014 Outperformance LTIP Unit Award Agreement*
+Added: 10.32 Form of 2014 Outperformance Plan LTIP Unit Award Agreement*
Incorporated by reference to Exhibit 10.5 to the Current Report on Form 8-K of Kite Realty Group Trust filed with the SEC on July 29, 2014
−Removed: 10.33 Form of 2016 Outperformance Plan LTIP Unit Agreement*
+Added: 10.33 Form of 2016 Outperformance Plan LTIP Unit Award Agreement*
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
10 unchanged sentences
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 9, 2006
+Added: Description Location
10.39 Form of Performance Share Unit Agreement under 2013 Equity Incentive Plan*
2 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
−Removed: 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: 10.45 Springing Guaranty, dated as of October 25, 2018, by Kite Realty Group Trust
−Removed: Incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K of Kite Realty Group Trust filed with the SEC on October 26, 2018
−Removed: 10.46 First Amendment to Term Loan Agreement, dated as of December 21, 2022, by and among Kite Realty Group, L.P., KeyBank National Association, as Administrative Agent, and the other lenders party thereto
+Added: 10.45 First Amendment to Term Loan Agreement, dated as of December 21, 2022, by and among Kite Realty Group, L.P., Kite Realty Group Trust, KeyBank National Association, as Administrative Agent, and the other lenders party thereto
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
+Added: 10.46 Second Amendment to Term Loan Agreement, dated as of October 3, 2024, by and among Kite Realty Group, L.P., Kite Realty Group Trust, KeyBank National Association, as Administrative Agent, and the other lenders party thereto
+Added: Incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K of Kite Realty Group Trust filed with the SEC on October 8, 2024
+Added: 10.47 Amended and Restated Springing Guaranty, dated as of October 3, 2024, by Kite Realty Group Trust in favor of KeyBank National Association, as Agent
+Added: Incorporated by reference to Exhibit 10.3 to the Current Report on Form 8-K of Kite Realty Group Trust filed with the SEC on October 8, 2024
10.48 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
2 unchanged sentences
as Borrower and KeyBank National Association as Administrative Agent, Wells Fargo Securities, LLC and KeyBanc Capital Markets Inc.
−Removed: as Joint Book Managers, Wells Fargo Bank, National Association as Syndication Agent, Capital One, National Association, PNC Capital Markets LLC, Regions Capital Markets, and TD Bank, N.A.
+Added: as Joint Book Managers and Joint Lead Arrangers, Wells Fargo Bank, National Association as Syndication Agent, Capital One, National Association, PNC Capital Markets LLC, Regions Capital Markets, and TD Bank, N.A.
as Joint Lead Arrangers, each of Capital One, National Association, PNC Bank, National Association, Regions Bank, TD Bank, N.A., U.S.
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 August 2, 2022
+Added: Description Location
+Added: 10.52 Third Amendment to Sixth Amended and Restated Credit Agreement, dated as of October 3, 2024, by and among Kite Realty Group, L.P., Kite Realty Group Trust, KeyBank National Association, as Administrative Agent, and the other lenders party thereto
+Added: Incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K of Kite Realty Group Trust filed with the SEC on October 8, 2024
10.53 Springing Guaranty, dated as of October 22, 2021, by Kite Realty Group Trust
3 unchanged sentences
filed with the SEC on July 23, 2019
−Removed: Description Location
10.55 First Amendment to Term Loan Agreement, dated as of May 4, 2020, by and among Retail Properties of America, Inc.
10 unchanged sentences
Incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K of Kite Realty Group Trust filed with the SEC on August 2, 2022
+Added: 10.59 Fifth Amendment to Term Loan Agreement, dated as of October 31, 2024, by and among Kite Realty Group, L.P., Kite Realty Group Trust, KeyBank National Association, as Administrative Agent, and the lenders party thereto
+Added: Filed herewith
10.60 Springing Guaranty, dated as of October 22, 2021, by Kite Realty Group Trust
13 unchanged sentences
filed with the SEC on February 13, 2019
+Added: Description Location
10.64 Third Amendment to Term Loan Agreement, dated as of May 4, 2020, by and among Retail Properties of America, Inc.
14 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
−Removed: Description Location
10.70 Note Purchase Agreement dated as of September 30, 2016, among Retail Properties of America, Inc.
14 unchanged sentences
Incorporated by reference to Exhibit 10.15 to the Current Report on Form 8-K of Kite Realty Group Trust filed with the SEC on October 22, 2021
+Added: 19.1 Policy on Inside Information and Insider Trading
+Added: Filed herewith
21.1 List of Subsidiaries
6 unchanged sentences
Filed herewith
+Added: Description Location
31.2 Certification of principal financial officer of the Parent Company required by Rule 13a-14(a)/15d-14(a) under the Exchange Act, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
11 unchanged sentences
97.1 Kite Realty Group Trust Compensation Recovery Policy
−Removed: Filed herewith
+Added: Incorporated by reference to Exhibit 97.1 to the Annual Report on Form 10-K of Kite Realty Group Trust filed with the SEC on February 20, 2024
101.INS Inline XBRL Instance Document Filed herewith
2 unchanged sentences
101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document Filed herewith
−Removed: Description Location
101.LAB Inline XBRL Taxonomy Extension Label Linkbase Document Filed herewith
4 unchanged sentences
Not applicable.
−Removed: Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrants have duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
+Added: Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrants have duly caused this report to be signed on their behalf by the undersigned thereunto duly authorized.
KITE REALTY GROUP TRUST
13 unchanged sentences
(Principal Executive Officer) February 12, 2025
−Removed: /s/ WILLIAM E.
−Removed: BINDLEY Trustee February 20, 2024
/s/ BONNIE S.
4 unchanged sentences
COLEMAN Trustee February 12, 2025
−Removed: /s/ GERALD M.
−Removed: GORSKI Trustee February 20, 2024
/s/ STEVEN P.
106 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 impairmen t .
+Added: A shortening of the anticipated holding period could indicate a potential impairment.
The following are the primary procedures we performed to address this critical audit matter.
20 unchanged sentences
Deferred costs, net 238,213 304,171
+Added: Short-term deposits 350,000 —
Prepaid and other assets 104,627 117,834
Investments in unconsolidated subsidiaries 19,511 9,062
+Added: Assets associated with investment property held for sale 73,791 —
Total assets $ 7,091,767 $ 6,944,078
3 unchanged sentences
Deferred revenue and other liabilities 246,100 272,942
+Added: Liabilities associated with investment property held for sale 4,009 —
Total liabilities 3,679,690 3,300,223
28 unchanged sentences
Total expenses 729,588 693,364 737,396
−Removed: Gain on sales of operating properties, net 22,601 27,069 31,209
−Removed: Operating income (loss) 152,241 91,669 ( 21,524 )
+Added: (Loss) gain on sales of operating properties, net ( 864 ) 22,601 27,069
+Added: Operating income 111,390 152,241 91,669
Other (expense) income:
Interest expense ( 125,691 ) ( 105,349 ) ( 104,276 )
−Removed: Income tax (expense) benefit of taxable REIT subsidiary ( 533 ) ( 43 ) 310
−Removed: Equity in earnings (loss) of unconsolidated subsidiaries 33 256 ( 416 )
+Added: Income tax expense of taxable REIT subsidiary ( 139 ) ( 533 ) ( 43 )
+Added: Loss on extinguishment of debt ( 180 ) — —
+Added: Equity in (loss) earnings of unconsolidated subsidiaries ( 1,158 ) 33 256
+Added: Gain on sale of unconsolidated property, net 2,325 — —
Other income, net 17,869 1,991 240
Net income (loss) 4,416 48,383 ( 12,154 )
−Removed: Net (income) loss attributable to noncontrolling interests ( 885 ) ( 482 ) 916
+Added: Net income attributable to noncontrolling interests ( 345 ) ( 885 ) ( 482 )
Net income (loss) attributable to common shareholders $ 4,071 $ 47,498 $ ( 12,636 )
4 unchanged sentences
Change in fair value of derivatives ( 15,937 ) ( 22,008 ) 91,271
−Removed: Total comprehensive income (loss) 26,375 79,117 ( 66,052 )
−Removed: Comprehensive (income) loss attributable to noncontrolling interests ( 786 ) ( 1,507 ) 229
−Removed: Comprehensive income (loss) attributable to the Company $ 25,589 $ 77,610 $ ( 65,823 )
+Added: Total comprehensive (loss) income ( 11,521 ) 26,375 79,117
+Added: Comprehensive income attributable to noncontrolling interests ( 231 ) ( 786 ) ( 1,507 )
+Added: Comprehensive (loss) income attributable to the Company $ ( 11,752 ) $ 25,589 $ 77,610
The accompanying notes are an integral part of these consolidated financial statements.
8 unchanged sentences
Stock compensation activity 151,089 2 9,544 — — 9,546
−Removed: Shares withheld for employee taxes ( 714,569 ) ( 7 ) ( 15,031 ) — — ( 15,038 )
−Removed: Issuance of common stock – RPAI merger 134,931,465 1,349 2,846,020 — — 2,847,369
Other comprehensive income — — — 90,246 — 90,246
1 unchanged sentence
Net loss attributable to common shareholders — — — — ( 12,636 ) ( 12,636 )
−Removed: Purchase of capped calls — — ( 9,800 ) — — ( 9,800 )
+Added: Acquisition of partner’s noncontrolling interest in Killingly Commons — — 416 — — 416
Exchange of redeemable noncontrolling interests for common shares 85,000 1 1,669 — — 1,670
2 unchanged sentences
Stock compensation activity 189,610 2 10,789 — — 10,791
−Removed: Other comprehensive income — — — 90,246 — 90,246
+Added: Other comprehensive loss — — — ( 21,909 ) — ( 21,909 )
Distributions to common shareholders — — — — ( 212,824 ) ( 212,824 )
−Removed: Net loss attributable to common shareholders — — — — ( 12,636 ) ( 12,636 )
−Removed: Acquisition of partner’s noncontrolling interest in Killingly Commons — — 416 — — 416
+Added: Net income attributable to common shareholders — — — — 47,498 47,498
Exchange of redeemable noncontrolling interests for common shares 73,161 — 1,568 — — 1,568
5 unchanged sentences
Net income attributable to common shareholders — — — — 4,071 4,071
−Removed: Exchange of redeemable noncontrolling interests for common shares 73,161 — 1,568 — — 1,568
Adjustment to redeemable noncontrolling interests — — ( 28,805 ) — — ( 28,805 )
10 unchanged sentences
Depreciation and amortization 397,985 429,970 472,969
−Removed: Gain on sales of operating properties, net ( 22,601 ) ( 27,069 ) ( 31,209 )
+Added: Loss (gain) on sales of operating properties, net 864 ( 22,601 ) ( 27,069 )
+Added: Gain on sale of unconsolidated property, net ( 2,325 ) — —
Impairment charges 66,201 477 —
+Added: Loss on extinguishment of debt 180 — —
Straight-line rent ( 12,089 ) ( 11,812 ) ( 16,632 )
8 unchanged sentences
Cash flows from investing activities:
−Removed: Cash and restricted cash acquired in the RPAI merger — — 14,992
Acquisitions of interests in properties ( 40,561 ) ( 78,274 ) ( 100,142 )
3 unchanged sentences
Investment in short-term deposits ( 615,000 ) — —
+Added: Proceeds from short-term deposits 265,000 — 125,000
Small business loan repayments — 346 657
1 unchanged sentence
Distribution from unconsolidated joint venture 1,618 — 1,245
−Removed: Capital contribution to unconsolidated joint venture — ( 125 ) ( 134 )
+Added: Capital contributions to unconsolidated joint ventures ( 13,185 ) — ( 125 )
Net cash used in investing activities ( 498,991 ) ( 81,731 ) ( 45,149 )
2 unchanged sentences
Repurchases of common shares upon the vesting of restricted shares ( 907 ) ( 767 ) ( 1,535 )
−Removed: Purchase of capped calls — — ( 9,800 )
Debt and equity issuance costs ( 18,992 ) ( 767 ) ( 5,159 )
5 unchanged sentences
Acquisition of partner’s noncontrolling interest in Killingly Commons joint venture — — ( 9,654 )
−Removed: Net cash (used in) provided by financing activities ( 393,457 ) ( 312,527 ) 44,459
+Added: Net cash provided by (used in) financing activities 172,085 ( 393,457 ) ( 312,527 )
Net change in cash, cash equivalents and restricted cash 92,122 ( 80,540 ) 21,607
21 unchanged sentences
Deferred costs, net 238,213 304,171
+Added: Short-term deposits 350,000 —
Prepaid and other assets 104,627 117,834
Investments in unconsolidated subsidiaries 19,511 9,062
+Added: Assets associated with investment property held for sale 73,791 —
Total assets $ 7,091,767 $ 6,944,078
3 unchanged sentences
Deferred revenue and other liabilities 246,100 272,942
+Added: Liabilities associated with investment property held for sale 4,009 —
Total liabilities 3,679,690 3,300,223
28 unchanged sentences
Total expenses 729,588 693,364 737,396
−Removed: Gain on sales of operating properties, net 22,601 27,069 31,209
−Removed: Operating income (loss) 152,241 91,669 ( 21,524 )
+Added: (Loss) gain on sales of operating properties, net ( 864 ) 22,601 27,069
+Added: Operating income 111,390 152,241 91,669
Other (expense) income:
Interest expense ( 125,691 ) ( 105,349 ) ( 104,276 )
−Removed: Income tax (expense) benefit of taxable REIT subsidiary ( 533 ) ( 43 ) 310
−Removed: Equity in earnings (loss) of unconsolidated subsidiaries 33 256 ( 416 )
+Added: Income tax expense of taxable REIT subsidiary ( 139 ) ( 533 ) ( 43 )
+Added: Loss on extinguishment of debt ( 180 ) — —
+Added: Equity in (loss) earnings of unconsolidated subsidiaries ( 1,158 ) 33 256
+Added: Gain on sale of unconsolidated property, net 2,325 — —
Other income, net 17,869 1,991 240
11 unchanged sentences
Change in fair value of derivatives ( 15,937 ) ( 22,008 ) 91,271
−Removed: Total comprehensive income (loss) 26,375 79,117 ( 66,052 )
+Added: Total comprehensive (loss) income ( 11,521 ) 26,375 79,117
Comprehensive income attributable to noncontrolling interests ( 280 ) ( 257 ) ( 623 )
−Removed: Comprehensive income (loss) attributable to common unitholders $ 26,118 $ 78,494 $ ( 66,566 )
+Added: Comprehensive (loss) income attributable to common unitholders $ ( 11,801 ) $ 26,118 $ 78,494
The accompanying notes are an integral part of these consolidated financial statements.
9 unchanged sentences
Stock compensation activity 9,546 — 9,546
−Removed: Shares withheld for employee taxes ( 15,038 ) — ( 15,038 )
−Removed: Issuance of General Partner Units to the Parent Company – RPAI merger 2,847,369 — 2,847,369
Other comprehensive income attributable to Parent Company — 90,246 90,246
1 unchanged sentence
Net loss attributable to Parent Company ( 12,636 ) — ( 12,636 )
−Removed: Purchase of capped calls ( 9,800 ) — ( 9,800 )
+Added: Acquisition of partner’s noncontrolling interest in Killingly Commons 416 — 416
Conversion of Limited Partner Units to shares of the Parent Company 1,670 — 1,670
4 unchanged sentences
Distributions to Parent Company ( 212,824 ) — ( 212,824 )
−Removed: Net loss attributable to Parent Company ( 12,636 ) — ( 12,636 )
−Removed: Acquisition of partner’s noncontrolling interest in Killingly Commons 416 — 416
+Added: Net income attributable to Parent Company 47,498 — 47,498
Conversion of Limited Partner Units to shares of the Parent Company 1,568 — 1,568
5 unchanged sentences
Net income attributable to Parent Company 4,071 — 4,071
−Removed: Conversion of Limited Partner Units to shares of the Parent Company 1,568 — 1,568
Adjustment to redeemable noncontrolling interests ( 28,805 ) — ( 28,805 )
11 unchanged sentences
Depreciation and amortization 397,985 429,970 472,969
−Removed: Gain on sales of operating properties, net ( 22,601 ) ( 27,069 ) ( 31,209 )
+Added: Loss (gain) on sales of operating properties, net 864 ( 22,601 ) ( 27,069 )
+Added: Gain on sale of unconsolidated property, net ( 2,325 ) — —
Impairment charges 66,201 477 —
+Added: Loss on extinguishment of debt 180 — —
Straight-line rent ( 12,089 ) ( 11,812 ) ( 16,632 )
8 unchanged sentences
Cash flows from investing activities:
−Removed: Cash and restricted cash acquired in the RPAI merger — — 14,992
Acquisitions of interests in properties ( 40,561 ) ( 78,274 ) ( 100,142 )
3 unchanged sentences
Investment in short-term deposits ( 615,000 ) — —
+Added: Proceeds from short-term deposits 265,000 — 125,000
Small business loan repayments — 346 657
1 unchanged sentence
Distribution from unconsolidated joint venture 1,618 — 1,245
−Removed: Capital contribution to unconsolidated joint venture — ( 125 ) ( 134 )
+Added: Capital contributions to unconsolidated joint ventures ( 13,185 ) — ( 125 )
Net cash used in investing activities ( 498,991 ) ( 81,731 ) ( 45,149 )
2 unchanged sentences
Repurchases of common shares upon the vesting of restricted shares ( 907 ) ( 767 ) ( 1,535 )
−Removed: Purchase of capped calls — — ( 9,800 )
Debt and equity issuance costs ( 18,992 ) ( 767 ) ( 5,159 )
5 unchanged sentences
Acquisition of partner’s noncontrolling interest in Killingly Commons joint venture — — ( 9,654 )
−Removed: Net cash (used in) provided by financing activities ( 393,457 ) ( 312,527 ) 44,459
+Added: Net cash provided by (used in) financing activities 172,085 ( 393,457 ) ( 312,527 )
Net change in cash, cash equivalents and restricted cash 92,122 ( 80,540 ) 21,607
10 unchanged sentences
December 31, 2024
−Removed: ($ in thousands, except share, per share, unit and per unit amounts and where indicated in millions or billions)
+Added: (dollars in thousands, except share, per share, unit and per unit amounts and where indicated in millions or billions)
ORGANIZATION AND BASIS OF PRESENTATION
Kite Realty Group Trust (the “Parent Company”), through its majority-owned subsidiary, Kite Realty Group, L.P.
−Removed: (the “Operating Partnership”), owns interests in various operating subsidiaries and joint ventures engaged in the ownership, operation, acquisition, development and redevelopment of high-quality, open-air shopping centers and mixed-used assets that are primarily grocery-anchored and located in high-growth Sun Belt markets 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, grocery-anchored shopping centers and vibrant mixed-use assets that are primarily 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.
The Operating Partnership was formed on August 16, 2004, when the Parent Company contributed properties and the net proceeds from an initial public offering (“IPO”) of shares of its common stock to the Operating Partnership.
−Removed: The Parent Company was organized in Maryland in 2004 to succeed in the development, acquisition, construction and real estate businesses of its predecessor.
−Removed: We believe the Company qualifies as a real estate investment trust (“REIT”) under provisions of the Internal Revenue Code of 1986, as amended.
−Removed: The Parent Company is the sole general partner of the Operating Partnership, and as of December 31, 2023 owned approximately 98.4 % of the common partnership interests in the Operating Partnership (“General Partner Units”).
−Removed: The remaining 1.6 % of the common partnership interests (“Limited Partner Units” and, together with the General Partner Units, the “Common Units”) were owned by the limited partners.
+Added: The Parent Company was organized in Maryland in 2004 to succeed in the acquisition, development, construction and real estate businesses of its predecessor.
+Added: We believe the Company qualifies as a real estate investment trust (“REIT”) under sections 856-860 of the Internal Revenue Code of 1986, as amended.
+Added: The Parent Company is the sole general partner of the Operating Partnership and, as of December 31, 2024, owned approximately 98.1 % of the common partnership interests in the Operating Partnership (the “General Partner Units”).
+Added: The remaining 1.9 % of the common partnership interests (the “Limited Partner Units” and, together with the General Partner Units, the “Common Units”) were owned by the limited partners.
As the sole general partner of the Operating Partnership, the Parent Company has full, exclusive and complete responsibility and discretion in the day-to-day management and control of the Operating Partnership.
−Removed: The Parent Company and the Operating Partnership are operated as one enterprise.
+Added: The Parent Company and the Operating Partnership operate as one enterprise.
The management of the Parent Company consists of the same members as the management of the Operating Partnership.
As the sole general partner with control of the Operating Partnership, the Parent Company consolidates the Operating Partnership for financial reporting purposes, and the Parent Company does not have any significant assets other than its investment in the Operating Partnership.
−Removed: The accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”).
+Added: The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”).
GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and revenues and expenses during the reported period.
−Removed: Actual results could differ from these estimates.
+Added: Actual results could differ from those estimates.
+Added: Unless otherwise noted, all dollar amounts are stated in thousands, except share, per share, and per square foot data.
+Added: Number of properties and square feet are unaudited.
As of December 31, 2024, the Company’s portfolio consisted of the following:
4 unchanged sentences
Development and redevelopment projects:
−Removed: Carillon medical office building 1 126,000
The Corner – IN (3)
+Added: One Loudoun Expansion (4)
Hamilton Crossing Centre 1 92,283
1 unchanged sentence
(1) Included within operating retail properties are 10 properties that contain an office component.
−Removed: Of the 180 operating retail properties, 177 are consolidated in these financial statements and the remaining three are accounted for under the equity method.
−Removed: On October 22, 2021, we completed a merger with Retail Properties of America, Inc.
−Removed: (“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: Excludes one operating retail property classified as held for sale as of December 31, 2024.
+Added: Of the 179 operating retail properties, 176 are consolidated within these financial statements and the remaining three are accounted for under the equity method.
+Added: (2) Office properties include Carillon medical office building, which was reclassified from active redevelopment into our office portfolio in December 2024.
+Added: (3) This property is held in an unconsolidated joint venture in which the Company has a 50 % ownership interest.
+Added: (4) During the three months ended September 30, 2024, the Company began development activities on the retail and office portions of the expansion project at One Loudoun Downtown (the “One Loudoun Expansion”) in the Washington, D.C.
+Added: metropolitan statistical area (“MSA”).
+Added: The Company estimates that it will incur net project costs of approximately $ 65.0 million to $ 75.0 million related to the One Loudoun Expansion.
+Added: KITE REALTY GROUP TRUST AND KITE REALTY GROUP, L.P.
+Added: AND SUBSIDIARIES
+Added: Notes to Consolidated Financial Statements
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
1 unchanged sentence
Capitalization and Depreciation
−Removed: Investment properties are recorded at cost and include costs of land acquisition, development, pre-development, construction, certain allocated overhead, tenant allowances and improvements, and interest and real estate taxes incurred during construction.
+Added: Investment properties are recorded at cost and include costs of land acquisition, development, predevelopment, construction, certain allocated overhead, tenant allowances and improvements, and interest and real estate taxes incurred during construction.
Significant renovations and improvements are capitalized when they extend the useful life, increase capacity, or improve the efficiency of the asset.
1 unchanged sentence
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.
−Removed: 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 within “Investment properties, at cost” in the accompanying consolidated balance sheets.
−Removed: If we determine that the completion of a development project is no longer probable, all previously incurred pre-development costs are immediately expensed.
+Added: Predevelopment 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.
+Added: These predevelopment costs are capitalized and included within “Investment properties, at cost” in the accompanying consolidated balance sheets.
+Added: If we determine that the completion of a development project is no longer probable, all previously incurred predevelopment costs are immediately expensed.
Land is transferred to construction in progress once construction commences on the related project.
7 unchanged sentences
The following table summarizes the composition of the Company’s investment properties as of December 31, 2024 and 2023 (in thousands) :
−Removed: Balance as of December 31,
+Added: December 31, 2024 December 31, 2023
Land, buildings and improvements $ 7,591,036 $ 7,684,066
10 unchanged sentences
• a reduction in the anticipated holding period;
+Added: KITE REALTY GROUP TRUST AND KITE REALTY GROUP, L.P.
+Added: AND SUBSIDIARIES
+Added: Notes to Consolidated Financial Statements
• a cost accumulation or delay in the project completion date significantly above and beyond the original development or redevelopment estimate;
6 unchanged sentences
If we determine those plans will not be completed or our assumptions with respect to operating assets are not realized, an impairment loss may be appropriate.
−Removed: Assets Held for Sale
+Added: Investment Properties Held for Sale
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.
1 unchanged sentence
Depreciation and amortization are suspended during the held-for-sale period.
−Removed: No properties qualified for held-for-sale accounting treatment as of December 31, 2023 and 2022.
+Added: One property was classified as held for sale as of December 31, 2024 and no properties qualified for held-for-sale accounting treatment as of December 31, 2023.
Acquisition of Investment Properties
Real estate assets are recognized on our consolidated balance sheets at historical cost, less accumulated depreciation and amortization.
−Removed: 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.
+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 upon 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.
1 unchanged sentence
The estimates of fair value were determined to have primarily relied upon Level 2 and Level 3 inputs, as defined below.
−Removed: Fair value is determined for tangible assets and intangibles, including:
+Added: Fair value is determined for tangible assets and intangible assets and liabilities, including:
• the fair value of the building on an as-if-vacant basis and the fair value of land determined either by comparable market data, real estate tax assessments, independent appraisals, or other relevant data;
7 unchanged sentences
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.
−Removed: The value of in-place leases is amortized to depreciation and amortization expense over the remaining initial terms of the respective leases;
+Added: KITE REALTY GROUP TRUST AND KITE REALTY GROUP, L.P.
+Added: AND SUBSIDIARIES
+Added: Notes to Consolidated Financial Statements
+Added: 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.
21 unchanged sentences
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.
−Removed: The Company is the operating member responsible for the day-to-day management of the properties and receives property management and leasing fees.
+Added: The Company is the
+Added: KITE REALTY GROUP TRUST AND KITE REALTY GROUP, L.P.
+Added: AND SUBSIDIARIES
+Added: Notes to Consolidated Financial Statements
+Added: 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.
3 unchanged sentences
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 entered into a $ 33.8 million construction loan, of which $ 32.7 million was outstanding as of December 31, 2023.
+Added: In 2017, the joint venture entered into a $ 33.8 million construction loan, which was repaid during the year ended December 31, 2024, of which the Company contributed $ 10.2 million, representing our 35 % share of the debt repaid.
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.
2 unchanged sentences
The Company contributed land valued at $ 1.6 million to the joint venture and retained a 12 % ownership interest in the joint venture.
+Added: On January 31, 2024, the joint venture sold the 267 -unit property to a third party, resulting in a gain on sale of $ 20.2 million.
+Added: The Company recognized its share of the gain on the sale of unconsolidated property of $ 2.3 million during the year ended December 31, 2024.
+Added: In addition, the Company received a $ 1.6 million distribution upon the disposition of the property.
+Added: The Company maintains an investment in the joint venture, which is in the process of winding up its activities and distributing its remaining net assets.
The Company’s partner is the operating member responsible for the day-to-day management of the property.
2 unchanged sentences
Buckingham Mixed-Use Joint Venture
−Removed: In September 2021, the Company formed a joint venture for the planned redevelopment of The Corner (Carmel, IN) into a mixed-use, multifamily and retail project.
+Added: In September 2021, the Company formed a joint venture for the planned redevelopment of The Corner in the Indianapolis MSA into a mixed-use, multifamily, and retail project.
The Company contributed land valued at $ 4.0 million to the joint venture and retained a 50 % ownership interest in the joint venture.
6 unchanged sentences
The Company periodically assesses the credit risk associated with these financial institutions and believes the risk of loss is minimal.
−Removed: 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) :
+Added: The following table summarizes our total cash, cash equivalents and restricted cash as presented in the accompanying consolidated statements of cash flows for the years ended December 31, 2024, 2023 and 2022 (in thousands) :
Year Ended December 31,
2 unchanged sentences
Restricted cash and escrow deposits 5,271 5,017 6,171
+Added: Restricted cash associated with investment property held for sale 225 — —
Cash, cash equivalents and restricted cash $ 133,552 $ 41,430 $ 121,970
+Added: KITE REALTY GROUP TRUST AND KITE REALTY GROUP, L.P.
+Added: AND SUBSIDIARIES
+Added: Notes to Consolidated Financial Statements
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.
+Added: Short-Term Deposits
+Added: In January 2024, the Company invested $ 265.0 million in short-term deposits at Goldman Sachs Bank USA (“Goldman Sachs”) and KeyBank National Association (“KeyBank”).
+Added: These short-term deposits earned interest at a weighted average interest rate of 5.34 % with a final maturity date of July 22, 2024.
+Added: During the year ended December 31, 2024, the Company earned $ 6.3 million of interest income on the January 2024 deposits, which is recorded within “Other income, net” in the accompanying consolidated statements of operations and comprehensive income.
+Added: In August 2024, the Company invested $ 350.0 million in short-term deposits at Goldman Sachs and KeyBank.
+Added: The deposit balance approximates fair value and earns interest at a weighted average interest rate of 5.05 % with a final maturity date in February 2025.
+Added: During the year ended December 31, 2024, the Company earned $ 6.6 million of interest income on the August 2024 deposits, which is recorded within “Other income, net” in the accompanying consolidated statements of operations and comprehensive income.
Fair Value Measurements
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.
−Removed: Assets and liabilities recorded at fair value on the consolidated balance sheets are categorized based on the inputs to the valuation techniques as follows:
+Added: Assets and liabilities recorded at fair value in the accompanying consolidated balance sheets are categorized based on the inputs to the valuation techniques as follows:
• Level 1 fair value inputs are quoted prices in active markets for identical instruments to which we have access.
2 unchanged sentences
The inputs are unobservable in the market and significant to the valuation estimate.
−Removed: In instances where the determination of the fair value measurement is based on inputs from different levels of the fair value hierarchy, the level in the fair value hierarchy within which the entire fair value measurement falls is based on the lowest level input that is significant to the fair value measurement in its entirety.
+Added: In instances where the determination of the fair value measurement is based upon inputs from different levels of the fair value hierarchy, the level in the fair value hierarchy within which the entire fair value measurement falls is based on the lowest level input that is significant to the fair value measurement in its entirety.
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 accompanying consolidated financial statements, we have determined that derivative valuations are classified within Level 2 of the fair value hierarchy.
−Removed: 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.
−Removed: N ote 3 to the accompanying consolidated financial statements includes a discussion of the fair values recorded for asset acquisitions.
+Added: “Acquisitions” to the accompanying consolidated financial statements includes a discussion of the fair values recorded for asset acquisitions.
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.
−Removed: 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.
−Removed: Level 2 inputs to this transaction include the expected sales price from an executed sales contract.
+Added: “Dispositions and Impairment Charges” to the accompanying consolidated financial statements includes a discussion of the fair values recorded when we recognized impairment charges during the years ended December 31, 2024 and 2023.
+Added: Level 2 inputs to these transactions include the expected sales price from an executed sales contract and Level 3 inputs include our estimation of capitalization rates.
+Added: “Mortgage and Other Indebtedness” 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: As discussed in Note 9.
+Added: “Derivative Instruments, Hedging Activities and Other Comprehensive Income” to the accompanying consolidated financial statements, we have determined that derivative valuations are classified within Level 2 of the fair value hierarchy.
Cash and cash equivalents, accounts receivable, escrows and deposits, and other working capital balances approximate fair value.
+Added: KITE REALTY GROUP TRUST AND KITE REALTY GROUP, L.P.
+Added: AND SUBSIDIARIES
+Added: Notes to Consolidated Financial Statements
Derivative Financial Instruments
1 unchanged sentence
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.
−Removed: 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 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.
+Added: We use derivative instruments such as interest rate swaps or interest rate locks to mitigate interest rate risk on the related financial instruments.
+Added: Changes in the fair value of derivatives that qualify as cash flow hedges are recorded within “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.
5 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 provide for additional rents based on a tenant’s sales volume (contingent overage rent).
−Removed: Overage rent is recognized when tenants achieve the specified sales targets as defined in their lease agreements 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.
+Added: Certain lease agreements contain provisions that provide for additional rents based upon a tenant’s sales volume (contingent overage rent).
+Added: Overage rent is recognized when tenants achieve the specified sales targets as defined in their lease agreements and is included within “Rental income” in the accompanying consolidated statements of operations and comprehensive income.
If we determine that collectibility is probable, we recognize income from rentals based on the methodology described above.
1 unchanged sentence
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.
−Removed: These receivables are reduced for credit loss, which is recognized as a reduction to rental
+Added: These receivables are reduced for credit loss, which is recognized as a reduction to rental income.
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.
6 unchanged sentences
The Company generally does not require specific collateral from its tenants other than corporate or personal guarantees.
−Removed: Other receivables consist primarily of amounts due from municipalities and from tenants for non-rental revenue-related activities.
+Added: Other receivables consist primarily of amounts due from municipalities and tenants for non-rental revenue-related activities.
An allowance for uncollectible accounts, including future credit losses of the accrued straight-line rent receivables, is maintained for estimated losses resulting from the inability of certain tenants to meet contractual obligations under their lease agreements.
1 unchanged sentence
The provision for revenues deemed uncollectible represented 0.6 %, 0.3 %, and 0.7 % of total revenues in each of the years ended December 31, 2024, 2023 and 2022, respectively.
+Added: KITE REALTY GROUP TRUST AND KITE REALTY GROUP, L.P.
+Added: AND SUBSIDIARIES
+Added: Notes to Consolidated Financial Statements
Concentration of Credit Risk
−Removed: We may be subject to concentrations of credit risk with regards to our cash and cash equivalents.
+Added: We may be subject to concentrations of credit risk with regard to our cash and cash equivalents.
We place cash and temporary cash investments with high-credit-quality financial institutions.
1 unchanged sentence
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, 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:
+Added: For the year ended December 31, 2024, 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, Indiana, and New York, was as follows:
Florida 11.0 %
Virginia 7.3 %
−Removed: New York 6.9 %
Indiana 6.4 %
−Removed: Earnings Per Share
−Removed: Basic earnings per share/unit is calculated based on the weighted average number of common shares/units outstanding during the period.
−Removed: 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.
−Removed: Potentially dilutive securities include (i) outstanding options to acquire common shares;
−Removed: (ii) Limited Partner Units, which may be exchanged for either cash or common shares at the Parent Company’s option and under certain circumstances;
−Removed: (iii) appreciation-only Long-Term Incentive Plan (“AO LTIP”) units;
−Removed: and (iv) deferred common share units, which may be credited to the personal accounts of non-employee trustees in lieu of compensation paid in cash or the issuance of common shares to such trustees.
−Removed: Limited Partner Units have been omitted from the Parent Company’s denominator for the purpose of computing diluted earnings per share since the effect of including those amounts in the denominator would have no dilutive impact.
−Removed: Weighted average Limited Partner Units outstanding were 3.2 million, 2.8 million, and 2.5 million for the years ended December 31, 2023, 2022 and 2021, respectively.
−Removed: These potentially dilutive securities are excluded from the computation of diluted earnings per share due to the net loss position for the years ended December 31, 2022 and 2021.
−Removed: Segment Reporting
−Removed: Our primary business is the ownership and operation of high-quality, open-air shopping centers and mixed-use assets.
−Removed: The Company’s chief operating decision maker (“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 for purposes of measuring performance.
−Removed: 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.
+Added: New York 6.1 %
Income Taxes and REIT Compliance
9 unchanged sentences
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.
−Removed: 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.
+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 non-deductible 1% excise tax on certain stock repurchases.
We may also be subject to certain U.S.
2 unchanged sentences
The Operating Partnership intends to continue to make distributions to the Parent Company in amounts sufficient to assist the Parent Company in adhering to REIT requirements and maintaining its REIT status.
−Removed: We have elected to treat Kite Realty Holdings, LLC as a TRS of the Operating Partnership.
−Removed: 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.
+Added: We have elected to treat Kite Realty Holdings, LLC and IWR Protective Corporation as TRSs 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.
Deferred tax assets and liabilities are established for temporary differences between the financial reporting bases and the tax bases of assets and liabilities at the tax rates expected to be in effect when the temporary differences reverse.
−Removed: Deferred tax assets are reduced by a valuation allowance if it is more likely than not that some portion or all of the deferred tax asset will not be realized.
+Added: Deferred tax assets are reduced by a valuation allowance if it is more likely than not that some portion or all of the deferred tax assets will not be realized.
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.
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.
−Removed: The Company recognizes the effect of income tax positions only if those positions are more likely than not of being sustained.
+Added: The Company recognizes the effect of income tax positions only if those positions are more likely than not to be sustained.
Recognized income tax positions are measured at the largest amount that is greater than 50% likely of being realized.
1 unchanged sentence
The Company records interest related to unrecognized tax benefits within “Interest expense” and penalties within “General, administrative and other” expenses in the accompanying consolidated statements of operations and comprehensive income.
+Added: KITE REALTY GROUP TRUST AND KITE REALTY GROUP, L.P.
+Added: AND SUBSIDIARIES
+Added: Notes to Consolidated Financial Statements
Our tax return for the year ended December 31, 2024 has not been filed as of the filing date of this Annual Report on Form 10-K of the Parent Company and the Operating Partnership.
−Removed: The taxability information presented for our dividends paid in 2023 is based upon management’s estimate.
−Removed: Consequently, the taxability of dividends is subject to change.
+Added: The taxable information presented for our dividends paid in 2024 is based upon management’s estimate.
+Added: Consequently, the taxable nature of dividends is subject to change.
The following table summarizes the tax characterization of the dividends paid by the Parent Company for the years ended December 31, 2024, 2023 and 2022:
+Added: Year Ended December 31,
2024 2023 2022
10 unchanged sentences
The following table summarizes the non-redeemable noncontrolling interests in consolidated properties for the years ended December 31, 2024, 2023 and 2022 (in thousands) :
+Added: Year Ended December 31,
2024 2023 2022
Noncontrolling interests balance as of January 1, $ 2,430 $ 5,370 $ 5,146
−Removed: Noncontrolling interests acquired in the RPAI merger — — 4,463
−Removed: Net income (loss) allocable to noncontrolling interests, excluding
+Added: Net income allocable to noncontrolling interests, excluding
redeemable noncontrolling interests
−Removed: 256 224 ( 15 )
Distributions to noncontrolling interests (1)
+Added: ( 817 ) ( 3,196 ) —
Noncontrolling interests balance as of December 31, $ 1,893 $ 2,430 $ 5,370
+Added: (1) During the year ended December 31, 2023, we received a $ 3.2 million distribution from excess proceeds related to a third-party financing.
Noncontrolling Interests – Joint Venture
−Removed: 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.
+Added: Prior to the merger with RPAI in October 2021, 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: 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.
−Removed: 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.
2 unchanged sentences
The Company is considered the primary beneficiary as it has a controlling financial interest in the joint venture.
−Removed: As such, the Company has consolidated this joint venture and presented the joint venture partners’ interests as noncontrolling interests.
+Added: As such, the Company has consolidated this joint venture and presented the joint venture partner’s interests as noncontrolling interests.
+Added: KITE REALTY GROUP TRUST AND KITE REALTY GROUP, L.P.
+Added: AND SUBSIDIARIES
+Added: Notes to Consolidated Financial Statements
Redeemable Noncontrolling Interests – Limited Partners
1 unchanged sentence
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
−Removed: 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.
+Added: The carrying amount of the redeemable noncontrolling interests in the Operating Partnership is reflected at the greater of historical book value or redemption value with a corresponding adjustment to additional paid-in capital.
As of December 31, 2024 and 2023, 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.
7 unchanged sentences
Limited partners’ weighted average interests in the Operating Partnership 1.7 % 1.4 % 1.3 %
−Removed: 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 %.
−Removed: As of December 31, 2022, the Parent Company’s interest and the limited partners’ redeemable noncontrolling ownership interests in the Operating Partnership were 98.7 % and 1.3 %.
+Added: As of December 31, 2024, the Parent Company’s interest and the limited partners’ redeemable noncontrolling ownership interests in the Operating Partnership were 98.1 % and 1.9 %, respectively.
+Added: 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 %, respectively.
Concurrent with the Parent Company’s IPO and related formation transactions, certain individuals received Limited Partner Units of the Operating Partnership in exchange for their interests in certain properties.
1 unchanged sentence
Such common shares must be registered, which is not fully in the Parent Company’s control.
−Removed: Therefore, the limited partners’ interest is not reflected in permanent equity.
+Added: Therefore, the limited partners’ interest is not reflected within permanent equity.
The Parent Company also has the right to redeem the Limited Partner Units directly from the limited partner in exchange for either cash in the amount specified above or a number of its common shares equal to the number of Limited Partner Units being redeemed.
There were 4,192,597 and 3,512,868 Limited Partner Units outstanding as of December 31, 2024 and 2023, respectively.
−Removed: 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.
+Added: The increase in Limited Partner Units outstanding from December 31, 2023 is due to non-cash compensation awards granted to our executive officers in the form of Limited Partner Units and the exercise of previously granted Appreciation Only Long-Term Incentive Plan Units (“AO LTIP Units”) in exchange for Limited Partner Units.
Redeemable Noncontrolling Interests – Subsidiaries
3 unchanged sentences
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.
−Removed: In October 2022, we received notice from our joint venture partner of its exercise of their right to redeem the remaining Class B units for cash in the amount of $ 9.7 million, which redemption was funded using cash on October 3, 2022.
+Added: In October 2022, we received notice from our joint venture partner of its exercise of their right to redeem the remaining Class B units for cash in the amount of $ 9.7 million, which redemption was funded using available cash on October 3, 2022.
Prior to the redemption, the Class B units did not have a maturity date and were not mandatorily redeemable unless either party had elected for the units to be redeemed.
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 could have been required to pay cash to the Class B unitholders in this subsidiary upon redemption of their interests.
−Removed: The carrying amount of these redeemable noncontrolling interests is required to be reflected at the greater of initial book value or redemption value with a corresponding adjustment to additional paid-in capital.
−Removed: As of December 31, 2021, the redemption amounts of these interests did not exceed their fair value nor did they exceed the initial book value.
+Added: KITE REALTY GROUP TRUST AND KITE REALTY GROUP, L.P.
+Added: AND SUBSIDIARIES
+Added: Notes to Consolidated Financial Statements
The redeemable noncontrolling interests in the Operating Partnership and subsidiaries for the years ended December 31, 2024, 2023 and 2022 were as follows (in thousands) :
+Added: Year Ended December 31,
2024 2023 2022
Redeemable noncontrolling interests balance as of January 1, $ 73,287 $ 53,967 $ 55,173
−Removed: Net income (loss) allocable to redeemable noncontrolling interests 629 258 ( 901 )
+Added: Net income allocable to redeemable noncontrolling interests 65 629 258
Distributions declared to redeemable noncontrolling interests ( 3,970 ) ( 3,159 ) ( 2,622 )
10 unchanged sentences
Effects of Accounting Pronouncements
−Removed: In November 2023, the FASB issued Accounting Standards Update (“ASU”) 2023-07, Segment Reporting (Topic 280) – Improvements to Reportable Segment Disclosures .
−Removed: This new guidance is effective January 1, 2024, with early adoption permitted, and provides new disclosure requirements on significant segment expenses.
−Removed: 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.
−Removed: In addition, all existing annual disclosures about segment profit or loss must be provided on an interim basis.
−Removed: 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.
−Removed: 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: Adoption of New Accounting Pronouncements
+Added: Effective January 1, 2024, the Company adopted Accounting Standards Update (“ASU”) 2023-07, Segment Reporting (Topic 280):
+Added: Improvements to Reportable Segment Disclosures , on a retrospective basis.
+Added: This new guidance provides new disclosure requirements on significant segment expenses that are regularly provided to the chief operating decision maker and other significant segment items.
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.
−Removed: The Company expects to adopt the new disclosures retrospectively as of January 1, 2024.
+Added: The adoption of this pronouncement did not have any effect on the Company’s consolidated financial statements.
+Added: “Segment Reporting” to the accompanying consolidated financial statements for the Company’s reportable segment disclosures.
+Added: Recently Issued Accounting Pronouncements
+Added: In November 2024, the FASB issued ASU 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40):
+Added: Disaggregation of Income Statement Expenses .
+Added: This new guidance requires public entities to disclose, in a tabular format, the amounts of certain natural expenses included within relevant expense captions presented on the face of the income statement, as well as provide additional disclosures about selling expenses.
+Added: The new disclosure requirements are effective for annual reporting periods beginning after December 15, 2026 and interim periods within annual reporting periods beginning after December 15, 2027, with early adoption permitted, and may be applied either prospectively or retrospectively.
+Added: The Company is currently evaluating the impact of this guidance on its consolidated financial statements and related disclosures.
+Added: SEC Final Rule
+Added: In March 2024, the SEC issued a final rule, The Enhancement and Standardization of Climate-Related Disclosures for Investors.
+Added: This final rule requires companies to annually disclose climate-related information in registration statements and annual reports, including material climate-related risks and impacts on the Company, information about board oversight, risk management activities, and any material climate-related targets or goals.
+Added: In addition, the final rule requires disclosure of material Scope 1 and/or Scope 2 greenhouse gas emissions, which will be subject to independent third-party assurance, and the financial statement effects of severe weather events and other natural conditions.
+Added: In April 2024, the SEC announced a stay of these climate disclosure rules pending judicial review.
+Added: The Company is continuing to evaluate the impact of this final rule until it becomes effective.
+Added: KITE REALTY GROUP TRUST AND KITE REALTY GROUP, L.P.
+Added: AND SUBSIDIARIES
+Added: Notes to Consolidated Financial Statements
Asset Acquisitions
2 unchanged sentences
Footage Acquisition
+Added: August 30, 2024 Parkside West Cobb Atlanta Multi-tenant retail 141,627 $ 40,125
September 22, 2023 Prestonwood Place Dallas/Ft.
5 unchanged sentences
210,849 $ 101,770
−Removed: December 22, 2021 Nora Plaza Shops Indianapolis, IN Multi-tenant
−Removed: retail outparcel 23,722 $ 13,500
−Removed: The above acquisitions were funded using a combination of available cash on hand and borrowings on the Company’s unsecured revolving line of credit.
−Removed: 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.
+Added: The above acquisitions were funded using a combination of available cash on hand, proceeds from dispositions and borrowings on the Company’s unsecured revolving line of credit.
+Added: The fair values of the real estate and other assets acquired were primarily determined using the income approach, which required us to make assumptions about market leasing rates, tenant-related costs, discount rates, and disposal rates.
The estimates of fair value primarily relied upon Level 2 and Level 3 inputs, as previously defined.
3 unchanged sentences
Investment properties, net $ 38,080 $ 75,506 $ 99,096
+Added: Tenant and other receivables, net 18 — —
Lease-related intangible assets, net (1)
2 unchanged sentences
Total acquired assets 42,705 82,477 104,330
−Removed: Mortgage payable — — 3,578
Accounts payable and accrued expenses 664 2,823 1,140
3 unchanged sentences
(1) The weighted average remaining life of leases at the acquired properties is approximately 6.1 years, 6.2 years, and 6.7 years for asset acquisitions completed during the years ended December 31, 2024, 2023 and 2022, respectively.
+Added: KITE REALTY GROUP TRUST AND KITE REALTY GROUP, L.P.
+Added: AND SUBSIDIARIES
+Added: Notes to Consolidated Financial Statements
The range of the most significant Level 3 assumptions used in determining the value of the real estate and related assets acquired through asset acquisitions are as follows:
2024 2023 2022
−Removed: Net rental rate per square foot – Retail Anchors N/A
+Added: Net rental rate per square foot – Retail Anchors $ 18.75 to $ 19.00
$ 20.50 to $ 40.00
5 unchanged sentences
The results of operations for each of the properties acquired through asset acquisitions during the years ended December 31, 2024, 2023 and 2022 have been included in operations since their respective dates of acquisition.
−Removed: 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.
−Removed: 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.
−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: 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.
−Removed: Pro Forma Financial Information (unaudited)
−Removed: 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.
−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, 2021
−Removed: Rental income $ 740,954
−Removed: Net income $ 21,283
−Removed: Net income attributable to common shareholders $ 20,535
−Removed: Net income attributable to common shareholders per common share:
−Removed: (1) The pro forma earnings for the year ended December 31, 2021 were adjusted to exclude $ 86.5 million of merger costs incurred.
−Removed: Supplemental Schedule of Non-Cash Investing and Financing Activities Related to the RPAI 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: Subsequent to December 31, 2024, the Company acquired Village Commons, a 170,976 -square-foot, grocery-anchored, multi-tenant retail property in the Miami MSA, for a gross purchase price of $ 68.4 million.
DISPOSITIONS AND IMPAIRMENT CHARGES
2 unchanged sentences
Footage Sales Price Gain (Loss)
+Added: May 31, 2024 Ashland & Roosevelt Chicago Multi-tenant retail 104,176 $ 30,600 $ ( 1,234 )
May 8, 2023 Kingwood Commons Houston Multi-tenant retail 158,172 $ 27,350 $ 4,736
June 8, 2023 Pan Am Plaza & Garage Indianapolis Land & garage — 52,025 23,638
−Removed: September 11, 2023 Reisterstown Road Plaza Dallas/Ft.
−Removed: Worth Multi-tenant retail & office 376,683 48,250 ( 5,773 )
+Added: September 11, 2023 Reisterstown Road Plaza Baltimore Multi-tenant retail & office 376,683 48,250 ( 5,773 )
October 24, 2023 Eastside Dallas/Ft.
8 unchanged sentences
100,016 $ 75,550 $ 27,069
−Removed: October 26, 2021 Westside Market Dallas/Ft.
−Removed: Worth Multi-tenant retail 93,377 $ 24,775 $ 4,323
(1) The Company sold a portion of the redevelopment at Hamilton Crossing Centre.
The total number of properties in our portfolio was not affected by this transaction.
−Removed: (2) Plaza Del Lago also contains 8,800 square feet of residential space comprised of 18 multifamily rental units.
+Added: (2) Plaza Del Lago also contained 8,800 square feet of residential space comprised of 18 multifamily rental units.
(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.
−Removed: 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: During the year ended December 31, 2024, the Company also received net proceeds of $ 6.4 million and recognized a gain of $ 2.5 million in connection with the sale of the first phase of a land parcel and the rights to develop 24 residential units at One Loudoun Expansion.
+Added: In addition, during the year ended December 31, 2024, the Company received proceeds of $ 0.6 million and recognized a gain of $ 0.6 million as a result of the receipt of an escrow related to the disposition of Reisterstown Road Plaza that previously closed on September 11, 2023.
+Added: Since June 30, 2024, we have classified City Center, a 362,278 square foot multi-tenant retail property in the New York MSA, as held for sale as the Company has committed to a plan to sell this asset and expects that the sale will be completed within one year.
+Added: This property qualified for held-for-sale accounting treatment upon meeting all applicable GAAP criteria as of
+Added: KITE REALTY GROUP TRUST AND KITE REALTY GROUP, L.P.
+Added: AND SUBSIDIARIES
+Added: Notes to Consolidated Financial Statements
+Added: June 30, 2024, at which time depreciation and amortization were ceased.
+Added: In addition, the assets and liabilities associated with this property remain separately classified as held for sale in the accompanying consolidated balance sheet as of December 31, 2024.
+Added: No properties qualified for held-for-sale accounting treatment as of December 31, 2023.
+Added: As of June 30, 2024, in connection with the preparation and review of the second quarter 2024 financial statements and in conjunction with classifying City Center as held for sale, we evaluated City Center for impairment and recorded a $ 66.2 million impairment charge due to changes in the facts and circumstances underlying the Company’s expected future hold period of the property.
+Added: A shortening of the expected future hold period is considered an impairment indicator;
+Added: therefore, we assessed the recoverability of City Center by comparing the carrying value of long-lived assets of $ 135.1 million as of June 30, 2024 to its estimated fair value of $ 69.6 million, which was determined using the income approach, less estimated selling costs of $ 0.7 million.
+Added: The income approach involves discounting the estimated income stream and reversion (presumed sale) value of a property over an estimated hold period to a present value at a risk-adjusted rate.
+Added: We used capitalization rates as a significant assumption in the valuation model, which are considered to be Level 3 inputs within the fair value hierarchy.
+Added: We applied capitalization rates ranging from 6.0 % to 15.0 % to property income streams based upon the risk profile of the respective tenants and market rent of the leasable space.
+Added: Based on this analysis, we recorded a $ 66.2 million non-cash impairment charge on City Center during the three months ended June 30, 2024.
+Added: Subsequent to December 31, 2024, the Company received bona fide purchase offers on City Center with a range of expected sales prices that are in line with the Company’s estimated fair value of $ 69.6 million determined as of June 30, 2024.
+Added: Therefore, the estimated fair value of City Center determined as of June 30, 2024 continues to be a reasonable estimate of value.
+Added: The following table presents the assets and liabilities associated with City Center, the investment property that remains classified as held for sale as of December 31, 2024 (in thousands) :
+Added: December 31, 2024
+Added: Net investment properties $ 68,991
+Added: Tenant and other receivables 1,760
+Added: Restricted cash and escrow deposits 225
+Added: Deferred costs, net 2,634
+Added: Prepaid and other assets 181
+Added: Assets associated with investment property held for sale $ 73,791
+Added: Accounts payable and accrued expenses $ 544
+Added: Deferred revenue and other liabilities 3,465
+Added: Liabilities associated with investment property held for sale $ 4,009
+Added: During the year ended December 31, 2023, in connection with the preparation and review of the third quarter 2023 financial statements, 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.
Worth MSA, as a result of a change in the expected hold period.
2 unchanged sentences
Eastside was sold on October 24, 2023 for a gross sales price of $ 14.4 million.
−Removed: 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.
−Removed: A portion of the proceeds was used to pay down our unsecured revolving line of credit.
−Removed: There were no discontinued operations for the years ended December 31, 2023, 2022 and 2021 as none of the dispositions represented a strategic shift that has had, or will have, a material effect on our operations or financial results.
+Added: There were no discontinued operations for the years ended December 31, 2024, 2023 and 2022 as none of the dispositions or planned dispositions represented a strategic shift that has had, or will have, a material effect on our operations or financial results.
+Added: KITE REALTY GROUP TRUST AND KITE REALTY GROUP, L.P.
+Added: AND SUBSIDIARIES
+Added: Notes to Consolidated Financial Statements
SHARE-BASED COMPENSATION
4 unchanged sentences
During the years ended December 31, 2024, 2023 and 2022, the Company recognized $ 10.2 million, $ 10.1 million, and $ 10.3 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, 2023, 2022 and 2021, the Company capitalized $ 1.4 million, $ 1.3 million, and
−Removed: $ 1.0 million of share-based compensation for development activities, respectively.
+Added: During the years ended December 31, 2024, 2023 and 2022, the Company capitalized $ 1.6 million, $ 1.4 million, and $ 1.3 million of share-based compensation for development activities, respectively.
The Company recognizes forfeitures as they occur.
3 unchanged sentences
The Company issues new common shares upon the exercise of options.
−Removed: There was no option activity during the year ended December 31, 2023 as all outstanding options were exercised during 2022.
+Added: There was no option activity during the years ended December 31, 2024 and 2023 as all outstanding options were exercised during 2022.
In addition, no options were granted during the years ended December 31, 2024, 2023 or 2022.
−Removed: 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.
+Added: The aggregate intrinsic value of the 1,250 options exercised during the year ended December 31, 2022 was $ 3,300 .
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 recorded within shareholders’ equity.
+Added: The Company pays dividends on restricted shares, and such dividends are included within “Accumulated deficit” in the accompanying consolidated balance sheets.
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, 2024:
7 unchanged sentences
Restricted shares outstanding as of December 31, 2024 385,236 $ 21.37
+Added: KITE REALTY GROUP TRUST AND KITE REALTY GROUP, L.P.
+Added: AND SUBSIDIARIES
+Added: Notes to Consolidated Financial Statements
The following table summarizes the restricted share grants and vestings during the years ended December 31, 2024, 2023 and 2022 (dollars in thousands, except share and per share data) :
7 unchanged sentences
As of December 31, 2024, there was $ 4.9 million of total unrecognized compensation expense related to restricted shares, which is expected to be recognized over a weighted average period of one year .
−Removed: We expect to incur $ 2.3 million of this expense in 2024, $ 1.4 million in 2025, and the remainder in 2026.
−Removed: Restricted Units
−Removed: Time-based restricted unit awards were granted on a discretionary basis to the Company’s named executive officers in 2023, 2022 and 2021 based on a review of the prior year’s performance.
−Removed: The following table summarizes the activity for the restricted unit awards for the year ended December 31, 2023:
−Removed: Restricted Units Weighted Average
+Added: We expect to incur approximately $ 3.1 million of this expense in 2025, $ 1.6 million in 2026, and the remainder in 2027.
+Added: Time-based LTIP Unit awards were granted on a discretionary basis to the Company’s named executive officers during the years ended December 31, 2024, 2023 and 2022 based on a review of the prior year’s performance.
+Added: The following table summarizes the activity for the LTIP Units that were granted to the Company’s named executive officers for the year ended December 31, 2024:
+Added: LTIP Units Weighted Average
Grant Date Fair
Value per Unit
−Removed: Restricted units outstanding as of January 1, 2023 407,138 $ 14.41
−Removed: Restricted units granted 163,515 17.45
−Removed: Restricted units vested ( 167,783 ) 14.48
+Added: LTIP Units outstanding as of January 1, 2024 402,870 $ 15.61
+Added: LTIP Units granted 194,136 16.99
+Added: LTIP Units vested ( 186,297 ) 15.26
Restricted units outstanding as of December 31, 2024 410,709 $ 16.43
−Removed: 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) :
−Removed: Restricted Units Granted Weighted Average
+Added: The following table summarizes the LTIP Unit grants and vestings during the years ended December 31, 2024, 2023 and 2022 (dollars in thousands, except unit and per unit data) :
+Added: LTIP Units Granted Weighted Average
Grant Date Fair
Value per Unit Fair Value of
−Removed: Restricted Units Vested
+Added: LTIP Units Vested
2024 194,136 $ 16.99 $ 4,270
1 unchanged sentence
2022 138,505 $ 17.07 $ 3,173
−Removed: As of December 31, 2023, there was $ 4.6 million of total unrecognized compensation expense related to restricted units, which is expected to be recognized over a weighted average period of 1.1 years.
−Removed: 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 – 2021 Awards
−Removed: 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.
−Removed: AO LTIP Units Participation Threshold
−Removed: per AO LTIP Unit
−Removed: Kite 477,612 $ 16.69
−Removed: McGowan 149,254 $ 16.69
−Removed: Fear 119,403 $ 16.69
−Removed: The Company entered into award agreements with each executive officer with respect to his awards, which provide terms of vesting, conversion, distribution, and other terms.
+Added: As of December 31, 2024, there was $ 4.4 million of total unrecognized compensation expense related to LTIP Units, which is expected to be recognized over a weighted average period of 1.0 year.
+Added: We expect to incur approximately $ 2.9 million of this expense in 2025, $ 1.3 million in 2026, and the remainder in 2027.
+Added: AO LTIP Units
+Added: During the years ended December 31, 2024, 2023 and 2022, the Company’s executive officers exercised 485,593 , 551,817 , and 439,415 AO LTIP Units, respectively, which were previously granted in connection with the Company’s annual review of executive compensation.
AO LTIP Units are designed to have economics similar to stock options and allow the recipient, subject to vesting requirements, to realize value above a threshold level set as of the grant date of the award (the “Participation Threshold”).
−Removed: The value of vested AO LTIP Units is realized through conversion into a number of vested Long-Term Incentive Plan (“LTIP”) Units in the Operating Partnership determined on the basis of how much the value of a common share of the Company has increased over the Participation Threshold.
−Removed: The AO LTIP Units are only exercisable and convertible into vested LTIP Units of the Operating Partnership to the extent that they become vested AO LTIP Units.
−Removed: 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 agreement, the AO LTIP Units shall vest and become fully exercisable as of the date that both of the following requirements have been met:
+Added: The value of vested AO LTIP Units is realized through conversion into a number of vested LTIP Units in the Operating Partnership determined on the basis of how much the value of a common share of the Company has increased over the Participation Threshold.
+Added: KITE REALTY GROUP TRUST AND KITE REALTY GROUP, L.P.
+Added: AND SUBSIDIARIES
+Added: Notes to Consolidated Financial Statements
+Added: The AO LTIP Units became exercisable and convertible into vested LTIP Units of the Operating Partnership after they became vested AO LTIP Units.
+Added: The awards of AO LTIP Units were subject to both time-based and stock price performance-based vesting requirements.
+Added: Subject to the terms of the award agreements, the AO LTIP Units vested and became fully exercisable as of the date that both of the following requirements had 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, 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.
−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 executive’s termination of service.
−Removed: The AO LTIP Units were valued using a Monte Carlo simulation and the resulting compensation expense is being amortized over three years awards.
−Removed: 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.
+Added: and (ii) at any time during the five-year period following the grant date for awards granted in 2019 and at any time during the period beginning in the second year and ending at the end of the fifth year following the grant date for awards granted in 2020 and 2021, the reported closing price per common share of the Company appreciates at least 20 % for awards granted in 2019 and at least 15 % for awards granted in 2020 and 2021 over the applicable Participation Threshold per AO LTIP Unit for a minimum of 20 consecutive trading days.
+Added: The AO LTIP Units were valued using a Monte Carlo simulation and the resulting compensation expense was amortized over a period of three to five years .
+Added: During the years ended December 31, 2024, 2023 and 2022, the Company recognized compensation expense for the AO LTIP Units of $ 0.8 million, $ 1.7 million, and $ 1.9 million, respectively.
Special Long-Term Equity Award
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.
−Removed: The LTIP Units granted are subject to an approximate three-year performance and service period, from October 23, 2021 through December 31, 2024, and the performance components are as follows:
+Added: The LTIP Units granted were subject to an approximate three-year performance and service period, from October 23, 2021 through December 31, 2024, with the following performance components:
(i) cumulative annualized net operating income for executed new leases from October 1, 2021 to December 31, 2024, which will be weighted at 60 %;
1 unchanged sentence
and (iii) same property net operating income margin improvement over the performance period, which will be weighted at 20 %.
−Removed: Overall performance is further subject to an absolute total shareholder return modifier that has the ability to increase (or decrease) the total number of LTIP Units eligible to vest by 25 % (not to exceed the maximum number of LTIP Units).
+Added: Overall performance is further subject to an absolute total shareholder return modifier that can increase (or decrease) the total number of LTIP Units eligible to vest by up to 25 % (not to exceed the maximum number of LTIP Units).
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.
3 unchanged sentences
As of December 31, 2024 and 2023, deferred costs consisted of the following (in thousands) :
+Added: December 31, 2024 December 31, 2023
Acquired lease intangible assets $ 357,674 $ 433,771
2 unchanged sentences
accumulated amortization ( 206,589 ) ( 204,262 )
+Added: $ 240,847 $ 304,171
+Added: deferred costs associated with investment property held for sale ( 2,634 ) —
Deferred costs, net $ 238,213 $ 304,171
+Added: KITE REALTY GROUP TRUST AND KITE REALTY GROUP, L.P.
+Added: AND SUBSIDIARIES
+Added: Notes to Consolidated Financial Statements
The estimated net amounts of amortization of acquired lease intangible assets for properties owned as of December 31, 2024 for each of the next five years and thereafter are as follows (in thousands) :
21 unchanged sentences
As of December 31, 2024 and 2023, deferred revenue, intangibles, net and other liabilities consisted of the following (in thousands) :
+Added: December 31, 2024 December 31, 2023
Unamortized in-place lease liabilities $ 142,035 $ 159,449
2 unchanged sentences
Lease liabilities 67,037 68,925
+Added: $ 249,565 $ 272,942
+Added: deferred revenue associated with investment property held for sale ( 3,465 ) —
Deferred revenue and other liabilities $ 246,100 $ 272,942
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 $ 19.6 million, $ 24.0 million, and $ 18.4 million for the years ended December 31, 2024, 2023 and 2022, respectively.
+Added: KITE REALTY GROUP TRUST AND KITE REALTY GROUP, L.P.
+Added: AND SUBSIDIARIES
+Added: Notes to Consolidated Financial Statements
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, 2024 for each of the next five years and thereafter are as follows (in thousands) :
4 unchanged sentences
The following table summarizes the Company’s indebtedness as of December 31, 2024 and 2023 (in thousands) :
+Added: December 31, 2024 December 31, 2023
Mortgages payable $ 148,185 $ 153,306
33 unchanged sentences
(1) The fixed rate mortgages had interest rates ranging from 3.75 % to 5.73 % as of December 31, 2024 and 2023.
−Removed: (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.
−Removed: The one-month BSBY rate was 5.44 % and 4.36 % as of December 31, 2023 and 2022, respectively.
+Added: KITE REALTY GROUP TRUST AND KITE REALTY GROUP, L.P.
+Added: AND SUBSIDIARIES
+Added: Notes to Consolidated Financial Statements
+Added: (2) On October 1, 2024, the index on the variable rate mortgage was replaced with the Secured Overnight Financing Rate (“ SOFR ”) plus 215 basis points from the Bloomberg Short Term Bank Yield Index (“ BSBY ”) plus 215 basis points.
+Added: The one-month SOFR rate was 4.33 % as of December 31, 2024, and the one-month BSBY rate was 5.44 % as of December 31, 2023.
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.
−Removed: 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.
+Added: During the year ended December 31, 2024, we made scheduled principal payments of $ 5.1 million related to amortizing loans.
Unsecured Notes
3 unchanged sentences
Senior notes – 4.58 % due 2024
−Removed: September 10, 2023 $ — — % $ 95,000 4.23 %
−Removed: Senior notes – 4.58 % due 2024
June 30, 2024 $ — — % $ 149,635 4.58 %
17 unchanged sentences
September 15, 2030 400,000 4.75 % 400,000 4.75 %
+Added: Senior notes – 4.95 % due 2031
+Added: December 15, 2031 350,000 4.95 % — — %
+Added: Senior notes – 5.50 % due 2034 (3)
+Added: March 1, 2034 350,000 4.60 % — — %
Total senior unsecured notes $ 2,380,000 $ 1,829,635
−Removed: (1) On July 1, 2023, the fallback rate in the derivative agreement went into effect.
−Removed: 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.
−Removed: 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 %.
−Removed: (2) On July 1, 2023, the fallback rate in the derivative agreement went into effect.
−Removed: 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.
−Removed: 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 %.
−Removed: 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.
−Removed: 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.
−Removed: See Note 14 for further details.
+Added: (1) $ 80,000 of 4.47 % senior unsecured notes due 2025 has been swapped to a variable rate of three-month SOFR plus 3.65 % through September 10, 2025.
+Added: (2) $ 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: (3) The coupon rate of the Notes Due 2034 (defined below) is 5.50 %;
+Added: however, as a result of hedging activities, the Company’s interest rate is 4.60 %.
Private Placement Senior Unsecured Notes
−Removed: 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.
−Removed: 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”).
−Removed: Each series of Private Placement Notes require semi-annual interest payments each year until maturity.
+Added: In October 2021, in connection with the merger with Retail Properties of America, Inc.
+Added: (“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.
+Added: During the year ended December 31, 2024, the Company repaid the $ 149.6 million principal balance of the 4.58 % senior unsecured notes that matured on June 30, 2024.
+Added: In addition, in August 2015, the Operating Partnership entered into a note purchase agreement in connection with the issuance of $ 250.0 million of senior unsecured notes at a blended interest rate of 4.41 % and an average maturity of 9.8 years (collectively, the “Private Placement Notes”).
+Added: During the year ended December 31, 2023, the Company repaid the $ 95.0 million principal balance of the 4.23 % senior unsecured notes that matured on September 10, 2023.
+Added: Each series of Private Placement Notes requires semi-annual interest payments each year until maturity.
The Operating Partnership may prepay at any time all, or from time to time any part of, any series of the Private Placement Notes in an amount not less than 5 % of the aggregate principal amount of such series of the Private Placement Notes then outstanding in the case of a partial prepayment, at 100 % of the principal amount so prepaid plus a make-whole amount (as defined in the applicable note purchase agreement).
The make-whole amount is equal to the excess, if any, of the discounted value of the remaining scheduled payments with respect to the Private Placement Notes being prepaid over the amount of such Private Placement Notes.
+Added: KITE REALTY GROUP TRUST AND KITE REALTY GROUP, L.P.
+Added: AND SUBSIDIARIES
+Added: Notes to Consolidated Financial Statements
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
−Removed: 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 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
+Added: In August 2024, the Operating Partnership completed a public offering of $ 350.0 million in aggregate principal amount of 4.95 % senior unsecured notes due 2031 (the “Notes Due 2031”).
+Added: The Notes Due 2031 were priced at 99.328 % of the principal amount to yield 5.062 % to maturity and will mature on December 15, 2031, unless earlier redeemed.
+Added: The Company expects the proceeds will be used to repay the $ 350.0 million principal balance of the 4.00 % senior unsecured notes due 2025 (the “Notes Due 2025”) and for general corporate purposes.
+Added: In January 2024, the Operating Partnership completed a public offering of $ 350.0 million in aggregate principal amount of 5.50 % senior unsecured notes due 2034 (the “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 were used to repay the $ 149.6 million principal balance of the 4.58 % senior unsecured notes that matured on June 30, 2024, the $ 120.0 million unsecured term loan that matured on July 17, 2024 (the “$ 120 M Term Loan”), and for general corporate purposes.
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.
12 unchanged sentences
The Exchangeable Notes bear interest at a rate of 0.75 % per annum, payable semi-annually in arrears, and will mature on April 1, 2027.
−Removed: During the 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.
+Added: During each of the years ended December 31, 2024, 2023 and 2022, we recognized approximately $ 1.3 million of interest expense related to 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 upon the closing price of $ 20.17 per common share on March 17, 2021).
−Removed: The exchange rate will be subject to adjustment upon the occurrence of certain events but will not be adjusted for any accrued and unpaid interest.
−Removed: The Operating Partnership may redeem the Exchangeable Notes, at its option, in whole or in part, on any business day on or after April 5, 2025, if the last reported sale price of the common shares has been at least 130 % of the exchange price then in effect for at least 20 trading days (whether or not consecutive) during any 30 consecutive trading day period ending on, and including, the trading day immediately preceding the date on which the issuer provides notice of redemption at a redemption price equal to 100 % of the principal amount of the Exchangeable Notes to be redeemed, plus accrued and unpaid interest to, but excluding, the redemption date.
+Added: The initial exchange rate was 39.6628 common shares per $1,000 principal amount of Exchangeable Notes, which was equivalent to an initial exchange price of approximately $ 25.21 per common share and an exchange premium of
+Added: KITE REALTY GROUP TRUST AND KITE REALTY GROUP, L.P.
+Added: AND SUBSIDIARIES
+Added: Notes to Consolidated Financial Statements
+Added: approximately 25 % based upon the closing price of $ 20.17 per common share on March 17, 2021.
+Added: The exchange rate is subject to adjustment upon the occurrence of certain events but will not be adjusted for any accrued and unpaid interest.
+Added: As of December 31, 2024, the exchange rate of the Exchangeable Notes is 41.1225 common shares per $1,000 principal amount of Exchangeable Notes due to adjustments related to dividends paid.
+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 Operating Partnership 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.
The Capped Call Transactions initially cover, subject to anti-dilution adjustments substantially similar to those applicable to the Exchangeable Notes, the number of common shares underlying the Exchangeable Notes.
−Removed: The Capped Call Transactions are expected generally to reduce the potential dilution to holders of common shares upon exchange of the Exchangeable Notes.
−Removed: 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.
+Added: The Capped Call Transactions are generally expected to reduce the potential dilution to holders of common shares upon exchange of the Exchangeable Notes.
+Added: The cap price of the Capped Call Transactions was initially approximately $ 30.26 , which represented a premium of approximately 50 % over the last reported sale price of our common shares on March 17, 2021 and is subject to anti-dilution adjustments under the terms of the Capped Call Transactions.
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.
6 unchanged sentences
Unsecured term loan due 2026 – fixed rate (2)
−Removed: October 24, 2025 250,000 5.09 % 250,000 5.09 %
−Removed: Unsecured term loan due 2026 – fixed rate (3)
July 17, 2026 150,000 2.73 % 150,000 2.73 %
Unsecured term loan due 2027 – fixed rate (3)
+Added: October 24, 2027 250,000 3.94 % 250,000 5.09 %
+Added: Unsecured term loan due 2029 – fixed rate (4)
July 29, 2029 300,000 3.72 % 300,000 3.82 %
2 unchanged sentences
variable rate (5)
−Removed: January 8, 2026 $ — 6.58 % $ — 5.56 %
−Removed: (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.
−Removed: The applicable credit spread was 1.10 % as of December 31, 2023 and 2022.
−Removed: (2) $ 250,000 of SOFR-based variable rate debt has been swapped to a fixed rate of 5.09 % through October 24, 2025.
−Removed: The maturity date of the term loan may be extended for up to three additional periods of one year each at the Operating Partnership’s option, subject to certain conditions.
+Added: October 3, 2028 $ — 5.64 % $ — 6.58 %
+Added: (1) As of December 31, 2023, $ 120,000 of SOFR -based variable rate debt had 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.
(2) $ 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.
The applicable credit spread was 1.05 % as of December 31, 2024 and 2023.
−Removed: (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.
−Removed: 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.
−Removed: The applicable credit spread was 1.35 % as of December 31, 2023 and 2022.
−Removed: (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.
+Added: (3) $ 250,000 of SOFR -based variable rate debt has been swapped to a fixed rate of 2.99 % plus a credit spread based on a ratings grid through October 24, 2025.
+Added: As of December 31, 2024, the credit spread ranged from 0.75 % to 1.60 % and the applicable credit spread was 0.95 %.
+Added: As of December 31, 2023, the credit spread ranged from 2.00 % to 2.50 % and the applicable credit spread was 2.10 %.
+Added: The maturity date of the term loan may be extended by one one-year period at the Operating Partnership’s election, subject to certain conditions.
+Added: (4) $ 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: The applicable credit spread was 1.25 % as of December 31, 2024 and 1.35 % as of December 31, 2023.
+Added: (5) The revolving line of credit can be extended for either one one-year period or up to two six-month periods at the Company’s election, subject to (i) customary representations and warranties, including, but not limited to, the absence of an event of default as defined in the unsecured credit agreement and (ii) payment of an extension fee equal to 0.075 % of the revolving line of credit capacity.
+Added: KITE REALTY GROUP TRUST AND KITE REALTY GROUP, L.P.
+Added: AND SUBSIDIARIES
+Added: Notes to Consolidated Financial Statements
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 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”).
−Removed: 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.
−Removed: The Revolving Facility has a scheduled maturity date of January 8, 2026, which maturity date may be extended for up to two additional periods of six months at the Operating Partnership’s option, subject to certain conditions.
+Added: In October 2024, the Operating Partnership, as borrower, and the Company entered into the Third Amendment (the “Third 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 that matures in July 2029 (the “$ 300 M Term Loan”).
+Added: Under the Credit Agreement, the Operating Partnership has the option, subject to certain customary conditions, to increase the Revolving Facility and/or incur additional term loans up to a maximum aggregate amount not to exceed $ 2.0 billion.
+Added: The Third Amendment extended the maturity date of the Revolving Facility to October 3, 2028, which maturity date may be extended for either one one-year period or up to two six-month periods at the Operating Partnership’s option, subject to certain conditions.
Borrowings under the Revolving Facility bear interest at a rate per annum equal to SOFR plus a margin based on the Operating Partnership’s leverage ratio or credit rating, respectively, plus a facility fee based on the Operating Partnership’s leverage ratio or credit rating, respectively.
−Removed: The SOFR rate is also subject to an additional 0.10 % spread adjustment as specified in the Second Amendment.
+Added: The SOFR rate is also subject to an additional 0.10 % spread adjustment.
The Revolving Facility is currently priced on the leverage-based pricing grid.
2 unchanged sentences
As of December 31, 2024, making such an election would have resulted in a lower interest rate;
−Removed: however, the Company had not made the election to convert to the ratings-based pricing grid.
−Removed: The Credit Agreement includes a sustainability metric based on targeted greenhouse gas emission reductions, which results in a reduction of the otherwise applicable interest rate margin by one basis point upon achievement of targets set forth therein.
+Added: however, the Company has not made the election to convert to the ratings-based pricing grid.
+Added: As specified in the Third Amendment, in the event that the Company so elects to convert to the ratings-based pricing grid, the Company has the ability to obtain more favorable pricing in certain circumstances when its total leverage ratio is (x) less than or equal to 35.0 % or (y) greater than 35.0 % but less than or equal to 37.5 % with respect to not more than one fiscal quarter following a period in which the condition described in clause (x) was satisfied (the “Leverage Toggle”).
+Added: The Third Amendment also includes an adjustment to the sustainability-linked pricing provisions that allows the otherwise applicable interest rate margin to be reduced by up to two basis points (previously one basis point) if certain greenhouse gas emission reduction targets are achieved.
+Added: The greenhouse gas emission reduction targets have not been achieved as of December 31, 2024.
The following table summarizes the key terms of the Revolving Facility as of December 31, 2024 (dollars in thousands) :
Leverage-Based Pricing Investment-Grade Pricing
−Removed: Credit Agreement Maturity Date Extension Option Extension Fee Credit Spread Facility Fee Credit Spread Facility Fee SOFR Adjustment
+Added: Credit Agreement Maturity Date Extension Options Extension Fee Credit Spread Facility Fee Credit Spread Facility Fee SOFR Adjustment
$ 1,100,000 unsecured revolving line of credit
−Removed: 1/8/2026 2 six -month
+Added: 10/3/2028 1 one-year or 2 six-month
1.05 %– 1.50 %
12 unchanged sentences
Unsecured Term Loans
−Removed: In July 2022, in conjunction with the Second Amendment, the Operating Partnership obtained a $ 300 M Term Loan that is priced on a ratings-based pricing grid at a rate of SOFR plus a credit spread ranging from 1.15 % to 2.20 %.
−Removed: The SOFR rate is also subject to an additional 0.10 % spread adjustment as specified in the Second Amendment.
+Added: In July 2022, in conjunction with the second amendment to the Credit Agreement, the Operating Partnership obtained a $ 300 M Term Loan that is priced on a ratings-based pricing grid at a rate of SOFR plus a credit spread ranging from 1.15 % to 2.20 %.
+Added: The SOFR rate is also subject to an additional 0.10 % spread adjustment.
Proceeds from the $ 300 M Term Loan were used to repay outstanding indebtedness and for general corporate purposes.
−Removed: 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 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 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.
−Removed: The Company had the option to irrevocably elect to convert to a ratings-based pricing grid at any time.
−Removed: On August 2, 2022, the Company made the election to convert to the ratings-based pricing grid.
−Removed: The agreement related to the $ 150 M Term Loan includes a sustainability metric based on targeted greenhouse gas emission reductions, which results in a reduction of the otherwise applicable interest rate margin by one basis point upon achievement of targets set forth therein.
−Removed: Under the agreement related to the $ 120 M Term Loan and the $ 150 M Term Loan, the Operating Partnership has the option to increase each of the term loans to $ 250.0 million upon the Operating Partnership’s request, subject to certain conditions, including obtaining commitments from any one or more lenders, whether or not currently party to the term loan agreement, to provide such increased amounts.
−Removed: The Operating Partnership is permitted to prepay each of the $ 120 M Term Loan and $ 150 M Term Loan, in whole or in part, at any time without being subject to a prepayment fee.
+Added: The Operating Partnership is permitted to prepay the $ 300 M Term Loan in whole or in part, at any time, without premium or penalty.
+Added: The Third Amendment to the Credit
+Added: KITE REALTY GROUP TRUST AND KITE REALTY GROUP, L.P.
+Added: AND SUBSIDIARIES
+Added: Notes to Consolidated Financial Statements
+Added: Agreement also applied the Leverage Toggle and adjustment to the sustainability-linked pricing provisions to the $ 300 M Term Loan.
+Added: In October 2021, in connection with the merger with RPAI, the Operating Partnership (as successor by merger to RPAI) assumed RPAI’s $ 120 M Term Loan and $ 150.0 million unsecured term loan that matures in July 2026 (the “$ 150 M Term Loan”), which were originally priced on a leverage-based pricing grid with the credit spread set forth in the leverage grid resetting quarterly based upon the Company’s leverage, as calculated at the previous quarter end.
+Added: The Operating Partnership had the option to irrevocably elect to convert to a ratings-based pricing grid at any time.
+Added: In August 2022, the Operating Partnership made the election to convert to the ratings-based pricing grid.
+Added: During the year ended December 31, 2024, the Operating Partnership repaid the $ 120 M Term Loan that matured on July 17, 2024.
+Added: On October 31, 2024, the Operating Partnership entered into a fifth amendment to the loan agreement related to the $ 150 M Term Loan that implemented certain changes to the representations and warranties, covenants, and events of default consistent with the Third Amendment.
+Added: The loan agreement related to the $ 150 M Term Loan includes a sustainability metric based on targeted greenhouse gas emission reductions, which results in a reduction of the otherwise applicable interest rate margin by one basis point upon achievement of targets set forth therein.
+Added: The greenhouse gas emission reduction targets have not been achieved as of December 31, 2024.
+Added: Under the loan agreement related to the $ 150 M Term Loan, the Operating Partnership has the option to increase the term loan to $ 250.0 million upon the Operating Partnership’s request, subject to certain conditions including obtaining commitments from any one or more lenders, whether or not currently party to the term loan agreement, to provide such increased amounts.
+Added: The Operating Partnership is permitted to prepay the $ 150 M Term Loan in whole or in part, at any time, without being subject to a prepayment fee.
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”).
+Added: In October 2024, the Operating Partnership entered into the Second Amendment (the “Second Amendment”) to the term loan agreement that extended the maturity date of the $ 250 M Term Loan to October 24, 2027 with the option to extend such maturity date by one one-year period at the Company’s election, subject to the payment of an extension fee and certain other customary conditions.
+Added: In conjunction with the Second Amendment, the $ 250 M Term Loan is priced on a ratings-based pricing grid with the interest rate equal to (x) a margin ranging from 0.75 % to 1.60 % or (y) a base rate plus a margin ranging from 0.00 % to 0.60 % and includes the same Leverage Toggle for determining pricing and sustainability-linked pricing provisions as described above for the Third Amendment to the Credit Agreement.
+Added: In conjunction with the Second Amendment to the term loan agreement, the Company recorded a $ 0.2 million loss on extinguishment of debt related to the write-off of unamortized debt issuance costs.
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.
−Removed: The Operating Partnership is permitted to prepay the $ 250 M Term Loan in whole or in part, at any time, subject to a prepayment fee if prepaid on or before October 25, 2023.
+Added: The Operating Partnership is permitted to prepay the $ 250 M Term Loan in whole or in part without premium or penalty.
The unsecured term loan agreements contain representations, financial and other affirmative and negative covenants, and events of default that are substantially similar to those contained in the Credit Agreement.
9 unchanged sentences
10/24/2027 (1)
−Removed: 2.00 % – 2.55 %
−Removed: 2.00 % – 2.50 %
−Removed: $ 150,000 unsecured term loan due 2026
−Removed: 7/17/2026 1.20 % – 1.70 %
−Removed: 0.75 % – 1.60 %
+Added: N/A 0.75 % – 1.60 %
$ 300,000 unsecured term loan due 2029
7/29/2029 N/A 1.15 % – 2.20 %
−Removed: (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.
+Added: (1) The maturity date may be extended by one one-year period at the Operating Partnership’s option, subject to certain conditions.
+Added: KITE REALTY GROUP TRUST AND KITE REALTY GROUP, L.P.
+Added: AND SUBSIDIARIES
+Added: Notes to Consolidated Financial Statements
Debt Issuance Costs
−Removed: Debt issuance costs are amortized over the terms of the respective loan agreements.
+Added: Debt issuance costs are amortized over the terms of the respective loans.
The following amounts of amortization of debt issuance costs are included as a component of “Interest expense” in the accompanying consolidated statements of operations and comprehensive income (in thousands) :
2 unchanged sentences
Amortization of debt issuance costs $ 4,650 $ 3,609 $ 3,163
+Added: Debt Discounts and Premiums
+Added: Debt discounts and premiums, including the related value of interest rate swaps that were assumed in the October 2021 merger with RPAI, are amortized over the terms of the respective loan agreements.
+Added: The following amounts of amortization are included as a component of “Interest expense” in the accompanying consolidated statements of operations and comprehensive income (in thousands) :
+Added: Year Ended December 31,
+Added: 2024 2023 2022
+Added: Amortization of debt discounts, premiums and hedge instruments $ 13,592 $ 19,503 $ 20,140
+Added: In addition, the estimated amounts of the reduction to interest expense as of December 31, 2024 for each of the next five years and thereafter related to the amortization of debt discounts, premiums and assumed hedge instruments, assuming these instruments are held to maturity, are as follows (in thousands) :
+Added: Thereafter 484
+Added: Total unamortized debt discounts, premiums and hedge instruments $ 27,598
+Added: The following table reconciles total unamortized debt discounts, premiums and hedge instruments as of December 31, 2024 to the balance of unamortized discounts and premiums, net (in thousands) :
+Added: Unamortized discounts and premiums on mortgages payable, senior unsecured notes and unsecured term loans $ 26,128
+Added: Unamortized hedge instruments 1,470
+Added: Total unamortized debt discounts, premiums and hedge instruments 27,598
+Added: Unamortized hedge instruments (included in accumulated other comprehensive income) ( 1,470 )
+Added: Fair value of variable interest rate swaps ( 3,937 )
+Added: Unamortized discounts and premiums, net $ 22,191
+Added: KITE REALTY GROUP TRUST AND KITE REALTY GROUP, L.P.
+Added: AND SUBSIDIARIES
+Added: Notes to Consolidated Financial Statements
Debt Maturities
15 unchanged sentences
As of December 31, 2024, the estimated fair value of fixed rate debt was $ 2.5 billion compared to the book value of $ 2.5 billion.
−Removed: The fair value was estimated using Level 2 and 3 inputs with cash flows discounted at current borrowing rates for similar instruments, which ranged from 5.53 % to 7.48 %.
+Added: The fair value was estimated using Level 2 and Level 3 inputs with cash flows discounted at current borrowing rates for similar instruments, which ranged from 5.92 % to 7.06 %.
As of December 31, 2024, the estimated fair value of variable rate debt was $ 714.6 million compared to the book value of $ 715.9 million.
−Removed: The fair value was estimated using Level 2 and 3 inputs with cash flows discounted at current borrowing rates for similar instruments, which ranged from 6.50 % to 7.45 %.
+Added: The fair value was estimated using Level 2 and Level 3 inputs with cash flows discounted at a current borrowing rate for similar instruments of 5.48 %.
DERIVATIVE INSTRUMENTS, HEDGING ACTIVITIES AND OTHER COMPREHENSIVE INCOME
2 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: 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.
−Removed: 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.
−Removed: 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.
+Added: KITE REALTY GROUP TRUST AND KITE REALTY GROUP, L.P.
+Added: AND SUBSIDIARIES
+Added: Notes to Consolidated Financial Statements
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, 2024 and 2023 (dollars in thousands) :
4 unchanged sentences
Cash Flow Two 200,000 SOFR 2.37 % 11/22/2023 8/1/2025 2,101 5,716
−Removed: Cash Flow Two 200,000 SOFR 2.37 % 11/22/2023 8/1/2025 5,716 4,370
Cash Flow Three — SOFR 1.58 % 8/15/2022 7/17/2024 — 2,236
8 unchanged sentences
(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) On July 1, 2023, the fallback rate in the derivative agreements went into effect.
−Removed: 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.
−Removed: (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: (2) The derivative agreements swap a blended fixed rate of 4.52 % for a blended floating rate of three-month SOFR plus 3.70 %.
+Added: (3) The forward-starting interest rate swaps were terminated in conjunction with the issuance of the Notes Due 2034 in January 2024.
+Added: In August 2024, we entered into two intraday interest rate lock agreements with notional amounts totaling $ 350.0 million that fixed the interest rate on a portion of the Notes Due 2031, which were issued in August 2024, at 3.75 %.
+Added: We paid $ 0.1 million upon termination, which is included as a component of “Accumulated other comprehensive income” in the accompanying consolidated balance sheets and is being reclassified as an increase to interest expense over the term of the debt.
+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 is included as a component of “Accumulated other comprehensive income” in the accompanying consolidated balance sheets and is being reclassified as a reduction to interest expense over the term of the debt.
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.
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.
−Removed: 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.
−Removed: Subsequent to December 31, 2023, we completed a public offering of the Notes Due 2034.
−Removed: See Note 14 for further details.
+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 a portion of the hedged forecasted transaction becoming probable not to occur.
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 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
−Removed: current credit spreads to evaluate the likelihood of default by us and our counterparties.
−Removed: 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: 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 current credit spreads to evaluate the likelihood of default by us and our counterparties.
+Added: As of December 31, 2024 and 2023, we assessed the significance of the impact of the credit valuation adjustments on the overall valuation of our derivative positions
+Added: KITE REALTY GROUP TRUST AND KITE REALTY GROUP, L.P.
+Added: AND SUBSIDIARIES
+Added: Notes to Consolidated Financial Statements
+Added: and determined that the credit valuation adjustments were not significant to the overall valuation of our derivatives.
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 $ 17.4 million was reclassified as an increase to earnings during the year ended December 31, 2023.
−Removed: 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: Approximately $ 17.4 million was reclassified as a reduction to interest expense during both of the years ended December 31, 2024 and 2023.
+Added: Approximately $ 7.3 million was reclassified as an increase to interest expense during the year ended December 31, 2022.
As interest payments on our derivatives are made over the next 12 months, we estimate the decrease to interest expense to be approximately $ 13.0 million, assuming the current SOFR curve.
6 unchanged sentences
Variable lease payments are based upon tenant sales information and are recognized once a tenant’s sales volume exceeds a defined threshold.
−Removed: Variable lease payments for reimbursement of operating expenses are based upon the operating expense activity for the period.
−Removed: 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: Variable lease payments for the reimbursement of operating expenses are based upon the operating expense activity for the period.
Rental income related to the Company’s operating leases is comprised of the following for the years ended December 31, 2024, 2023 and 2022 (in thousands) :
5 unchanged sentences
Straight-line rent adjustments 12,742 13,186 17,031
−Removed: Straight-line rent (reserve) recovery for uncollectibility ( 1,374 ) ( 553 ) 716
+Added: Straight-line rent reserve for uncollectibility ( 653 ) ( 1,374 ) ( 553 )
Amortization of in-place lease liabilities, net 10,078 12,025 4,821
7 unchanged sentences
Total $ 3,533,206
+Added: KITE REALTY GROUP TRUST AND KITE REALTY GROUP, L.P.
+Added: AND SUBSIDIARIES
+Added: Notes to Consolidated Financial Statements
Commitments under Ground Leases
11 unchanged sentences
Lease liabilities as of December 31, 2024 $ 67,037
+Added: SEGMENT REPORTING
+Added: An operating segment is a component of a public entity that engages in business activities from which it may earn revenues and incur expenses and has discrete financial information available that is regularly reviewed by the chief operating decision maker (the “CODM”).
+Added: The Company’s primary business is the ownership and operation of high-quality, open-air shopping centers and mixed-use assets that are primarily grocery-anchored and located in high-growth Sun Belt markets and select strategic gateway markets in the United States.
+Added: We derive our revenue primarily from the collection of contractual rents and reimbursement payments from tenants under existing lease agreements at each of our properties.
+Added: The Company’s CODM, which is its Chief Executive Officer, regularly reviews operating and financial information for each property on an individual basis;
+Added: therefore, each property represents an individual operating segment.
+Added: The CODM does not distinguish or group our operations on a geographical or any other basis for purposes of measuring performance and allocating capital.
+Added: Across our properties, the financial performance, revenue generating activities, and customer base is determined to be economically similar;
+Added: therefore, all operating segments have been aggregated into one reportable segment.
+Added: The CODM measures and evaluates the financial performance of our portfolio of properties and decides how resources are allocated based on net operating income.
+Added: The CODM uses net operating income to evaluate income generated from each property in deciding whether to reinvest profits for recurring capital expenditures or into other parts of the business, such as for acquisitions, developments, scheduled interest and principal payments on our indebtedness, or to pay dividends.
+Added: Net operating income is also used to monitor budget versus actual results in assessing the performance of our properties.
+Added: The CODM does not regularly review total assets for our single reportable segment as total assets are not used to assess performance or allocate resources.
+Added: KITE REALTY GROUP TRUST AND KITE REALTY GROUP, L.P.
+Added: AND SUBSIDIARIES
+Added: Notes to Consolidated Financial Statements
+Added: The following table presents information on the Company’s reported segment revenue, net operating income, and significant segment expenses that are provided to the CODM and included within the Company’s single reportable operating segment measure of profit or loss:
+Added: Year Ended December 31,
+Added: 2024 2023 2022
+Added: Minimum rent $ 650,331 $ 642,255 $ 620,847
+Added: Tenant reimbursements 174,510 163,877 161,594
+Added: Bad debt reserve ( 5,356 ) ( 3,459 ) ( 6,027 )
+Added: Other property-related revenue 8,787 6,416 8,756
+Added: Overage rent 7,063 7,473 5,935
+Added: Total revenue 835,335 816,562 791,105
+Added: Property operating – recoverable 96,894 90,180 91,295
+Added: Property operating – non-recoverable 15,455 16,348 14,400
+Added: Real estate taxes 103,301 101,780 103,759
+Added: Total expenses 215,650 208,308 209,454
+Added: Net operating income 619,685 608,254 581,651
+Added: Other (expense) income:
+Added: Other general and administrative expenses ( 52,558 ) ( 56,142 ) ( 54,860 )
+Added: Fee income 4,663 4,366 8,539
+Added: Impairment charges ( 66,201 ) ( 477 ) —
+Added: Depreciation and amortization ( 393,335 ) ( 426,361 ) ( 469,805 )
+Added: Merger and acquisition costs — — ( 925 )
+Added: Interest expense ( 125,691 ) ( 105,349 ) ( 104,276 )
+Added: Equity in (loss) earnings of unconsolidated subsidiaries ( 1,158 ) 33 256
+Added: Gain on sale of unconsolidated property, net 2,325 — —
+Added: Income tax expense of taxable REIT subsidiaries ( 139 ) ( 533 ) ( 43 )
+Added: Loss on extinguishment of debt ( 180 ) — —
+Added: Other income, net 17,869 1,991 240
+Added: (Loss) gain on sales of operating properties, net ( 864 ) 22,601 27,069
+Added: Net income (loss) 4,416 48,383 ( 12,154 )
+Added: Net income attributable to noncontrolling interests ( 345 ) ( 885 ) ( 482 )
+Added: Net income (loss) attributable to common shareholders $ 4,071 $ 47,498 $ ( 12,636 )
SHAREHOLDERS’ EQUITY
3 unchanged sentences
For the years ended December 31, 2024, 2023 and 2022, we declared cash distributions totaling $ 1.03 , $ 0.97 , and $ 0.87 , respectively, per common share and Common Unit.
−Removed: At-The-Market Offering Program
−Removed: On February 23, 2021, the Company and the Operating Partnership entered into an Equity Distribution Agreement (the “Equity Distribution Agreement”) with each of BofA Securities, Inc., Citigroup Global Markets Inc., KeyBanc Capital Markets Inc.
−Removed: and Raymond James & Associates, Inc., pursuant to which the Company may sell, from time to time, up to an aggregate sales price of $ 150.0 million of its common shares of beneficial interest, $ 0.01 par value per share, under an at-the-market offering program (the “ATM Program”).
−Removed: 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: 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.
−Removed: 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.
−Removed: As of December 31, 2023, the Company has no t sold any common shares under the ATM Program.
+Added: KITE REALTY GROUP TRUST AND KITE REALTY GROUP, L.P.
+Added: AND SUBSIDIARIES
+Added: Notes to Consolidated Financial Statements
Share Repurchase Program
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.
−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
−Removed: $ 300.0 million of its common shares (the “Share Repurchase Program”).
+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 a maximum of $ 300.0 million of its common shares (the “Share Repurchase Program”).
The Company intends to fund any future repurchases under the Share 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.
−Removed: 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: In January 2025, the Company extended the Share Repurchase Program for an additional year to February 28, 2026, if not terminated or extended prior to that date.
As of December 31, 2024, the Company has no t repurchased any shares under the Share Repurchase Program.
2 unchanged sentences
Participants in this plan are also able to make optional cash investments with certain restrictions.
+Added: EARNINGS PER SHARE OR UNIT
+Added: Basic earnings per share or unit is calculated based on the weighted average number of common shares or units outstanding during the period.
+Added: Diluted earnings per share or unit is calculated based on the weighted average number of common shares or units outstanding during the period combined with the incremental weighted 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: Potentially dilutive securities include (i) outstanding options to acquire common shares;
+Added: (ii) Limited Partner Units, which may be exchanged for either cash or common shares at the Parent Company’s option and under certain circumstances;
+Added: (iii) AO LTIP Units;
+Added: (iv) deferred common share units, which may be credited to the personal accounts of members of the Board of Trustees in lieu of compensation paid in cash or the issuance of common shares to such trustees, and (v) common shares issuable upon the exchange of the Company’s Exchangeable Notes.
+Added: The Company calculates the potential dilutive effect of the Exchangeable Notes under the if-converted method, which considers only the amounts settled in excess of the principal in diluted earnings per share as the principal must be paid in cash.
+Added: Limited Partner Units have been omitted from the Parent Company’s denominator for the purpose of computing diluted earnings per share since the effect of including those amounts in the denominator would have no dilutive impact.
+Added: Weighted average Limited Partner Units outstanding were 3.8 million, 3.2 million, and 2.8 million for the years ended December 31, 2024, 2023 and 2022, respectively.
+Added: KITE REALTY GROUP TRUST AND KITE REALTY GROUP, L.P.
+Added: AND SUBSIDIARIES
+Added: Notes to Consolidated Financial Statements
+Added: The following summarizes the calculation of basic and diluted earnings per share for the Parent Company for the years ended December 31, 2024, 2023 and 2022.
+Added: We have omitted the calculation of basic and diluted earnings per unit since the dilutive securities for the Operating Partnership are the same as those for the Parent Company (dollars in thousands, except per share data) :
+Added: Year Ended December 31,
+Added: 2024 2023 2022
+Added: Net income (loss) attributable to common shareholders – basic and diluted $ 4,071 $ 47,498 $ ( 12,636 )
+Added: Weighted average common shares outstanding – basic 219,614,149 219,344,832 219,074,448
+Added: Effect of dilutive securities:
+Added: AO LTIP Units 43,331 325,603 —
+Added: Deferred common share units 70,016 57,848 —
+Added: Exchangeable Notes — — —
+Added: Weighted average common shares outstanding – diluted 219,727,496 219,728,283 219,074,448
+Added: Net income (loss) per common share – basic $ 0.02 $ 0.22 $ ( 0.06 )
+Added: Net income (loss) per common share – diluted $ 0.02 $ 0.22 $ ( 0.06 )
+Added: Due to the net loss allocable to common shareholders and common unitholders for the year ended December 31, 2022, no securities had a dilutive impact for that period.
COMMITMENTS AND CONTINGENCIES
Other Commitments and Contingencies
−Removed: We are obligated under various completion guarantees with certain lenders and lease agreements with tenants to complete all or portions of a development project and tenant-specific space currently under construction.
+Added: We are obligated under various completion guarantees with certain lenders and lease agreements with tenants to complete all or portions of a development project and tenant-specific space that are currently under construction.
We believe we currently have sufficient financing in place to fund these projects and expect to do so primarily through free cash flow or borrowings on the Revolving Facility.
In 2017, we provided a repayment guaranty on a $ 33.8 million construction loan associated with the development of the Embassy Suites at the University of Notre Dame, consistent with our 35 % ownership interest.
−Removed: Our portion of the repayment guaranty is limited to $ 5.9 million, and the guaranty’s term is through July 1, 2024, the maturity date of the construction loan.
−Removed: As of December 31, 2023, the outstanding loan balance was $ 32.7 million, of which our share was $ 11.4 million.
−Removed: The loan is secured by the hotel.
+Added: Our portion of the repayment guaranty was limited to $ 5.9 million, and the guaranty’s term was through July 1, 2024, the maturity date of the construction loan.
+Added: In July 2024, the joint venture repaid the construction loan, of which we contributed $ 10.2 million, representing our 35 % share of the debt repaid.
In 2021, we provided repayment and completion guaranties on loans totaling $ 66.2 million associated with the development of The Corner mixed-use project in the Indianapolis MSA.
4 unchanged sentences
Management believes that such matters will not have a material adverse impact on our consolidated financial condition, results of operations or cash flows taken as a whole.
+Added: KITE REALTY GROUP TRUST AND KITE REALTY GROUP, L.P.
+Added: AND SUBSIDIARIES
+Added: Notes to Consolidated Financial Statements
RELATED PARTIES AND RELATED PARTY TRANSACTIONS
2 unchanged sentences
We reimburse entities owned by certain members of the Company’s management for certain travel and related services.
−Removed: During each of the years ended December 31, 2023, 2022 and 2021, we paid $ 0.3 million to this related entity.
−Removed: 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”).
−Removed: Assignee is a wholly owned subsidiary of Circle Block Investors, LLC, the parent company that owns the Conrad Indianapolis hotel, of which Mr.
+Added: During the years ended December 31, 2024, 2023 and 2022, we paid $ 0.2 million, $ 0.3 million, and $ 0.3 million, respectively, to this related entity.
+Added: During the year ended December 31, 2023, a wholly owned subsidiary of the Company (“KRG Development”) assigned to Pan Am Development Partners, LLC (the “Assignee”) certain rights and obligations related to the development of a hotel on the Pan Am Plaza site in Indianapolis, IN, including certain future development rights and a right of first offer involving the project (collectively, the “Project Rights and Obligations”).
+Added: The Assignee is a wholly owned subsidiary of Circle Block Investor, LLC, the parent company that owns the Conrad Indianapolis hotel, of which Mr.
Kite, our Chairman Emeritus and the father of Mr.
2 unchanged sentences
McGowan, our President and Chief Operating Officer, are minority owners.
−Removed: 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 transaction, the Assignee assumed all Project Rights and Obligations from and after August 7, 2023 and paid KRG Development a $ 3.5 million assignment fee (the “Assignment Fee”) during the year ended December 31, 2024 upon the completion of certain development activities.
In connection with the transactions, Mr.
−Removed: 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
−Removed: and effort to the performance of his duties for the Company.
+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 and effort to the performance of his duties for the Company.
Assignee will engage a team of full-time professionals to perform the Project Rights and Obligations.
2 unchanged sentences
SUBSEQUENT EVENTS
−Removed: 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”).
−Removed: 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.
−Removed: The proceeds will be used to repay outstanding indebtedness and for general corporate purposes.
+Added: Subsequent to December 31, 2024, we closed on the acquisition of Village Commons, a 170,976 -square-foot, grocery-anchored, multi-tenant retail property located in West Palm Beach, Florida, for a gross purchase price of $ 68.4 million.
KITE REALTY GROUP TRUST AND KITE REALTY GROUP, L.P.
16 unchanged sentences
Arcadia Village — 8,487 11,696 — 537 8,487 12,233 20,720 2,665 1957 2021
−Removed: Ashland & Roosevelt — 9,806 25,523 — 45 9,806 25,568 35,374 3,691 2002 2021
Avondale Plaza — 6,723 10,066 — 74 6,723 10,140 16,863 1,863 2005 2021
14 unchanged sentences
Circle East — 1,188 27,010 — 2,103 1,188 29,113 30,301 3,201 1998/2022 2021
−Removed: City Center — 20,565 178,892 — 5,626 20,565 184,517 205,082 68,429 2018 2014
Clearlake Shores Shopping Center — 3,845 6,512 — 912 3,845 7,424 11,269 1,399 2003 2021
9 unchanged sentences
Coram Plaza — 6,992 22,995 — 552 6,992 23,547 30,539 4,533 2004 2021
−Removed: Crossing at Killingly Commons — 21,999 29,722 — 1,140 21,999 30,862 52,861 9,494 2010 2014
Cypress Mill Plaza — 6,320 10,056 — 497 6,320 10,553 16,873 2,150 2004 2021
+Added: Davis Towne Crossing — 995 8,939 — 149 995 9,088 10,083 1,751 2003 2021
+Added: KITE REALTY GROUP TRUST AND KITE REALTY GROUP, L.P.
+Added: AND SUBSIDIARIES
+Added: Consolidated Real Estate and Accumulated Depreciation
+Added: December 31, 2024
+Added: (in thousands)
Initial Cost Cost Capitalized
8 unchanged sentences
Operating Properties (continued)
−Removed: Davis Towne Crossing $ — $ 995 $ 8,951 $ — $ 129 $ 995 $ 9,079 $ 10,074 $ 1,204 2003 2021
Delray Marketplace $ 14,600 $ 18,750 $ 84,751 $ 1,284 $ 11,093 $ 20,034 $ 95,844 $ 115,878 $ 35,830 2013 NA
19 unchanged sentences
Gardiner Manor Mall — 29,521 19,861 — 7,510 29,521 27,371 56,892 5,299 2000 2021
−Removed: Gateway Pavillions — 44,167 10,282 — 1,089 44,167 11,371 55,538 2,735 2003 2021
+Added: Gateway Pavilions — 44,167 9,022 — 2,030 44,167 11,052 55,219 3,060 2003 2021
Gateway Plaza — 15,608 21,613 — 2,463 15,608 24,076 39,684 6,018 2000 2021
8 unchanged sentences
Gurnee Town Center — 7,348 20,512 — 1,054 7,348 21,566 28,914 4,715 2000 2021
−Removed: Henry Town Center — 9,446 49,690 — 950 9,446 50,639 60,085 7,979 2002 2021
−Removed: Heritage Square — 11,373 16,167 — 489 11,373 16,656 28,029 2,582 1985 2021
−Removed: Heritage Towne Crossing — 5,720 14,753 — 333 5,720 15,086 20,806 2,176 2002 2021
−Removed: Holly Springs Towne Center — 22,324 93,387 — 7,962 22,324 101,350 123,674 29,599 2013 NA
−Removed: Home Depot Center* — — 20,122 — 444 — 20,566 20,566 3,021 1996 2021
−Removed: Huebner Oaks — 19,423 35,847 — 666 19,423 36,513 55,936 4,875 1996 2021
+Added: KITE REALTY GROUP TRUST AND KITE REALTY GROUP, L.P.
+Added: AND SUBSIDIARIES
+Added: Consolidated Real Estate and Accumulated Depreciation
+Added: December 31, 2024
+Added: (in thousands)
Initial Cost Cost Capitalized
8 unchanged sentences
Operating Properties (continued)
+Added: Henry Town Center $ — $ 9,353 $ 49,262 $ — $ 2,920 $ 9,353 $ 52,182 $ 61,535 $ 11,213 2002 2021
+Added: Heritage Square — 11,373 16,159 — 609 11,373 16,768 28,141 3,786 1985 2021
+Added: Heritage Towne Crossing — 5,720 14,738 — 424 5,720 15,162 20,882 3,175 2002 2021
+Added: Holly Springs Towne Center — 22,324 93,199 — 8,513 22,324 101,712 124,036 33,498 2013 NA
+Added: Home Depot Center* — — 20,122 — 462 — 20,584 20,584 4,420 1996 2021
+Added: Huebner Oaks — 19,423 35,529 — 1,151 19,423 36,680 56,103 6,818 1996 2021
Humblewood Shopping Center — 3,921 10,826 — 519 3,921 11,345 15,266 2,262 1979/2005 2021
4 unchanged sentences
John's Creek Village — 7,668 39,579 — 1,287 7,668 40,866 48,534 8,044 2004 2021
+Added: Killingly Commons — 21,999 29,649 — 2,169 21,999 31,818 53,817 10,519 2010 2014
King's Lake Square — 4,519 12,201 — 1,952 4,519 14,153 18,672 7,870 1986/2014 2003
17 unchanged sentences
Mullins Crossing* — 10,582 38,703 — 7,221 10,582 45,924 56,506 18,352 2005 2014
+Added: KITE REALTY GROUP TRUST AND KITE REALTY GROUP, L.P.
+Added: AND SUBSIDIARIES
+Added: Consolidated Real Estate and Accumulated Depreciation
+Added: December 31, 2024
+Added: (in thousands)
+Added: Initial Cost Cost Capitalized
+Added: Subsequent to Acquisition/Development Gross Carrying Amount
+Added: Close of Period
+Added: Name Encumbrances Land Building &
+Added: Improvements Land Building &
+Added: Improvements Land Building &
+Added: Improvements Total Accumulated
+Added: Depreciation Year Built /
+Added: Renovated Year
+Added: Operating Properties (continued)
Naperville Marketplace $ — $ 5,364 $ 11,377 $ — $ 281 $ 5,364 $ 11,658 $ 17,022 $ 5,623 2008 NA
12 unchanged sentences
One Loudoun Downtown 95,095 74,400 234,310 — 10,449 74,400 244,759 319,159 32,579 2013/2022 2021
−Removed: Initial Cost Cost Capitalized
−Removed: Subsequent to Acquisition/Development Gross Carrying Amount
−Removed: Close of Period
−Removed: Name Encumbrances Land Building &
−Removed: Improvements Land Building &
−Removed: Improvements Land Building &
−Removed: Improvements Total Accumulated
−Removed: Depreciation Year Built /
−Removed: Renovated Year
−Removed: Operating Properties (continued)
Oswego Commons — 5,746 8,135 — 7,267 5,746 15,402 21,148 2,545 2002 2021
2 unchanged sentences
Parkside Town Commons — 21,806 107,057 ( 60 ) 12,137 21,746 119,194 140,940 44,126 2015 N/A
+Added: Parkside West Cobb — 6,750 31,351 — 331 6,750 31,682 38,432 552 2016 2024
Parkway Towne Crossing — 15,099 28,265 — 1,439 15,099 29,704 44,803 4,653 2010 2021
11 unchanged sentences
Prestonwood Place — 14,282 61,304 — 403 14,282 61,707 75,989 3,546 1979/2020 2023
+Added: KITE REALTY GROUP TRUST AND KITE REALTY GROUP, L.P.
+Added: AND SUBSIDIARIES
+Added: Consolidated Real Estate and Accumulated Depreciation
+Added: December 31, 2024
+Added: (in thousands)
+Added: Initial Cost Cost Capitalized
+Added: Subsequent to Acquisition/Development Gross Carrying Amount
+Added: Close of Period
+Added: Name Encumbrances Land Building &
+Added: Improvements Land Building &
+Added: Improvements Land Building &
+Added: Improvements Total Accumulated
+Added: Depreciation Year Built /
+Added: Renovated Year
+Added: Operating Properties (continued)
Publix at Woodruff $ — $ 1,783 $ 6,285 $ — $ 1,009 $ 1,783 $ 7,294 $ 9,077 $ 5,483 1997 2012
20 unchanged sentences
Southlake Corners — 7,998 16,556 — 370 7,998 16,926 24,924 4,057 2004 2021
−Removed: Initial Cost Cost Capitalized
−Removed: Subsequent to Acquisition/Development Gross Carrying Amount
−Removed: Close of Period
−Removed: Name Encumbrances Land Building &
−Removed: Improvements Land Building &
−Removed: Improvements Land Building &
−Removed: Improvements Total Accumulated
−Removed: Depreciation Year Built /
−Removed: Renovated Year
−Removed: Operating Properties (continued)
Southlake Town Square — 19,534 321,502 — 21,640 19,534 343,142 362,676 74,304 1998 2021
8 unchanged sentences
The Corner — 3,772 23,437 — 280 3,772 23,717 27,489 7,477 2008 2014
+Added: KITE REALTY GROUP TRUST AND KITE REALTY GROUP, L.P.
+Added: AND SUBSIDIARIES
+Added: Consolidated Real Estate and Accumulated Depreciation
+Added: December 31, 2024
+Added: (in thousands)
+Added: Initial Cost Cost Capitalized
+Added: Subsequent to Acquisition/Development Gross Carrying Amount
+Added: Close of Period
+Added: Name Encumbrances Land Building &
+Added: Improvements Land Building &
+Added: Improvements Land Building &
+Added: Improvements Total Accumulated
+Added: Depreciation Year Built /
+Added: Renovated Year
+Added: Operating Properties (continued)
The Landing at Tradition $ — $ 17,605 $ 45,907 $ — $ 24,621 $ 17,605 $ 70,528 $ 88,133 $ 20,208 2007 2014
16 unchanged sentences
Total Operating Properties 148,185 1,800,175 5,020,884 8,267 587,336 1,808,442 5,608,220 7,416,662 1,564,466
+Added: KITE REALTY GROUP TRUST AND KITE REALTY GROUP, L.P.
+Added: AND SUBSIDIARIES
+Added: Consolidated Real Estate and Accumulated Depreciation
+Added: December 31, 2024
+Added: (in thousands)
Initial Cost Cost Capitalized
8 unchanged sentences
Office and Other Properties
+Added: Carillon MOB $ — $ 881 $ 34,684 $ — $ — $ 881 $ 34,684 $ 35,565 $ 348 2024 2021
Thirty South Meridian — 1,643 7,841 — 30,692 1,643 38,533 40,176 19,504 1905/2002 2001
29 unchanged sentences
Acquisitions 38,101 75,587 99,064
+Added: Property held for sale ( 105,828 ) — —
Improvements 139,895 140,654 152,165
+Added: Impairment of property ( 101,678 ) — —
Disposals ( 76,360 ) ( 208,753 ) ( 86,719 )
8 unchanged sentences
Depreciation expense 314,632 317,593 318,809
+Added: Property held for sale ( 1,360 ) — —
+Added: Impairment of property ( 35,477 ) — —
Disposals ( 71,904 ) ( 96,971 ) ( 36,967 )
7 unchanged sentences
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.