Item 9A. Controls and Procedures
ITEM 9A. CONTROLS AND PROCEDURES
Kite Realty Group Trust
Evaluation of Disclosure Controls and Procedures
An evaluation was performed under the supervision and with the participation of the Parent Company’s management, including its Chief Executive Officer and Chief Financial Officer, of the effectiveness of its disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities and Exchange Act of 1934, as amended) as of the end of the period covered by this report. Based on that evaluation, the Parent Company’s Chief Executive Officer and Chief Financial Officer concluded that these disclosure controls and procedures were effective.
Changes in Internal Control Over Financial Reporting
There were no changes to the Parent Company’s internal control over financial reporting during the fourth quarter ended December 31, 2024 that have materially affected, or are reasonably likely to materially affect, its internal control over financial reporting.
Management Report on Internal Control Over Financial Reporting
The Parent Company is responsible for establishing and maintaining adequate internal control over financial reporting, as that term is defined in Rule 13a-15(f) of the Exchange Act. Under the supervision of and with the participation of the Parent Company’s management, including its Chief Executive Officer and Chief Financial Officer, the Parent Company conducted an evaluation of the effectiveness of its internal control over financial reporting based on the 2013 framework in Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on its evaluation under the framework in Internal Control – Integrated Framework, the Parent Company’s management has concluded that its internal control over financial reporting was effective as of December 31, 2024. The Parent Company’s
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independent auditors, KPMG LLP, an independent registered public accounting firm, have issued a report on its internal control over financial reporting as stated in their report which is included herein.
The Parent Company’s internal control system was designed to provide reasonable assurance to our management and Board of Trustees regarding the preparation and fair presentation of published financial statements. All internal control systems, no matter how well designed, have inherent limitations. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation.
Kite Realty Group, L.P.
Evaluation of Disclosure Controls and Procedures
An evaluation was performed under the supervision and with the participation of the Operating Partnership’s management, including its Chief Executive Officer and Chief Financial Officer, of the effectiveness of its disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities and Exchange Act of 1934, as amended) as of the end of the period covered by this report. Based on that evaluation, the Operating Partnership’s Chief Executive Officer and Chief Financial Officer concluded that these disclosure controls and procedures were effective.
Changes in Internal Control Over Financial Reporting
There were no changes to the Operating Partnership’s internal control over financial reporting during the fourth quarter ended December 31, 2024 that have materially affected, or are reasonably likely to materially affect, its internal control over financial reporting.
Management Report on Internal Control Over Financial Reporting
The Operating Partnership is responsible for establishing and maintaining adequate internal control over financial reporting, as that term is defined in Rule 13a-15(f) of the Exchange Act. Under the supervision of and with the participation of the Operating Partnership’s management, including its Chief Executive Officer and Chief Financial Officer, the Operating Partnership conducted an evaluation of the effectiveness of its internal control over financial reporting based on the 2013 framework in Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on its evaluation under the framework in Internal Control – Integrated Framework, the Operating Partnership’s management has concluded that its internal control over financial reporting was effective as of December 31, 2024. The Operating Partnership’s independent auditors, KPMG LLP, an independent registered public accounting firm, have issued a report on its internal control over financial reporting as stated in their report which is included herein.
The Operating Partnership’s internal control system was designed to provide reasonable assurance to our management and Board of Trustees regarding the preparation and fair presentation of published financial statements. All internal control systems, no matter how well designed, have inherent limitations. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation.
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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Shareholders and Board of Trustees of Kite Realty Group Trust:
Opinion on Internal Control Over Financial Reporting
We have audited Kite Realty Group Trust and subsidiaries’ (the Company) internal control over financial reporting as of December 31, 2024, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2024, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, 2024 and 2023, the related consolidated statements of operations and comprehensive income, shareholders’ equity, and cash flows for each of the years in the three-year period ended December 31, 2024, and the related notes and financial statement schedule III – Consolidated Real Estate and Accumulated Depreciation (collectively, the consolidated financial statements), and our report dated February 12, 2025 expressed an unqualified opinion on those consolidated financial statements.
Basis for Opinion
The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management Report on Internal Control Over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audit also included performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.
Definition and Limitations of Internal Control Over Financial Reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
/s/ KPMG LLP
Indianapolis, Indiana
February 12, 2025
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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Partners of Kite Realty Group, L.P. and subsidiaries and Board of Trustees of Kite Realty Group Trust:
Opinion on Internal Control Over Financial Reporting
We have audited Kite Realty Group, L.P. and subsidiaries’ (the Partnership) internal control over financial reporting as of December 31, 2024, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. In our opinion, the Partnership maintained, in all material respects, effective internal control over financial reporting as of December 31, 2024, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Partnership as of December 31, 2024 and 2023, the related consolidated statements of operations and comprehensive income, partner’s equity, and cash flows for each of the years in the three-year period ended December 31, 2024, and the related notes and financial statement schedule III – Consolidated Real Estate and Accumulated Depreciation (collectively, the consolidated financial statements), and our report dated February 12, 2025 expressed an unqualified opinion on those consolidated financial statements.
Basis for Opinion
The Partnership’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management Report on Internal Control Over Financial Reporting. Our responsibility is to express an opinion on the Partnership’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Partnership in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audit also included performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.
Definition and Limitations of Internal Control Over Financial Reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
/s/ KPMG LLP
Indianapolis, Indiana
February 12, 2025
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ITEM 9B. OTHER INFORMATION
Trading Arrangements
During the three months ended December 31, 2024, none of our officers or trustees adopted or terminated any contract, instruction or written plan for the purchase or sale of our securities that was intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) or any “non-Rule 10b5-1 trading arrangement.”
ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS
Not applicable.
PART III
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
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”).
ITEM 11. EXECUTIVE COMPENSATION
The information required by this Item is hereby incorporated by reference to the material appearing in our Proxy Statement.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED SHAREHOLDER MATTERS
The information required by this Item is hereby incorporated by reference to the material appearing in our Proxy Statement.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE
The information required by this Item is hereby incorporated by reference to the material appearing in our Proxy Statement.
ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
The information required by this Item is hereby incorporated by reference to the material appearing in our Proxy Statement.
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PART IV
ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
(a) Documents filed as part of this report:
(1) Financial Statements:
Consolidated financial statements for the Company listed on the index immediately preceding the financial statements at the end of this report.
(2) Financial Statement Schedule:
Financial statement schedule for the Company listed on the index immediately preceding the financial statements at the end of this report.
(3) Exhibits:
The Company files as part of this report the exhibits listed on the Exhibit Index.
(b) Exhibits:
The Company files as part of this report the exhibits listed on the Exhibit Index.
(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. Other financial statement schedules are omitted because they are not applicable, or the required information is shown in the financial statements or notes thereto.
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EXHIBIT INDEX
Exhibit No. Description Location
2.1 Agreement and Plan of Merger by and among Kite Realty Group Trust, KRG Magellan, LLC and Inland Diversified Real Estate Trust, Inc., dated February 9, 2014
Incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K of Kite Realty Group Trust filed with the SEC on February 11, 2014
2.2 Agreement and Plan of Merger, dated as of July 18, 2021, by and among Kite Realty Group Trust, KRG Oak, LLC, and Retail Properties of America, Inc.
Incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K of Kite Realty Group Trust filed with the SEC on July 19, 2021
3.1 Articles of Amendment and Restatement of Declaration of Trust of Kite Realty Group Trust, as supplemented and amended
Incorporated by reference to Exhibit 3.1 to the Annual Report on Form 10-K of Kite Realty Group Trust filed with the SEC on February 28, 2022
3.2 Third Amended and Restated Bylaws of Kite Realty Group Trust, effective November 8, 2023
Incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K of Kite Realty Group Trust filed with the SEC on November 9, 2023
3.3 Certificate of Limited Partnership of Kite Realty Group, L.P.
Incorporated by reference to Exhibit 3.7 to the Annual Report on Form 10-K of Kite Realty Group Trust filed with the SEC on February 22, 2021
4.1 Form of Common Share Certificate
Incorporated by reference to Exhibit 4.1 to Kite Realty Group Trust’s registration statement on Form S-11 (File No. 333-114224) declared effective by the SEC on August 10, 2004
4.2 Indenture, dated September 26, 2016, between Kite Realty Group, L.P., as Issuer, and U.S. Bank National Association, as Trustee
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
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. 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
4.4 Form of Global Note representing the 4.000% Senior Notes due 2026 (included in Exhibit 4.3)
Incorporated by reference to Exhibits 4.2 and 4.3 to the Current Report on Form 8-K of Kite Realty Group Trust filed with the SEC on September 27, 2016
4.5 Second Supplemental Indenture, dated January 17, 2024, among Kite Realty Group, L.P., as Issuer, Kite Realty Group Trust, as Possible Future Guarantor, and U.S. Bank Trust Company, National Association (as successor in interest to U.S. 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 January 17, 2024
4.6 Form of Global Note representing the 5.500% Senior Notes due 2034 (included in Exhibit 4.5)
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
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. Bank Trust Company, National Association (as successor in interest to U.S. 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 August 15, 2024
4.8 Form of Global Note representing the 4.950% Senior Notes due 2031 (included in Exhibit 4.7)
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. Bank National Association, as Trustee
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
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Exhibit No. Description Location
4.10 Form of Global Note representing the 0.75% Exchangeable Senior Notes due 2027 (included in Exhibit 4.9)
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. as Issuer and U.S. Bank National Association as Trustee
Incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K of Retail Properties of America, Inc. filed with the SEC on March 12, 2015
4.12 First Supplemental Indenture, dated March 12, 2015, by and between Retail Properties of America, Inc. as Issuer and U.S. Bank National Association as Trustee
Incorporated by reference to Exhibit 4.2 to the Current Report on Form 8-K of Retail Properties of America, Inc. filed with the SEC on March 12, 2015
4.13 Second Supplemental Indenture, dated July 21, 2020, by and between Retail Properties of America, Inc. as Issuer and U.S. Bank National Association as Trustee
Incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K of Retail Properties of America, Inc. filed with the SEC on July 21, 2020
4.14 Third Supplemental Indenture, dated August 25, 2020, by and between Retail Properties of America, Inc. as Issuer and U.S. Bank National Association as Trustee
Incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K of Retail Properties of America, Inc. filed with the SEC on August 25, 2020
4.15 Fourth Supplemental Indenture, dated as of October 22, 2021, between Kite Realty Group, L.P., as Successor Company, and U.S. Bank National Association, as Trustee
Incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K of Kite Realty Group Trust filed with the SEC on October 22, 2021
4.16 Description of the Registrant’s Securities
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
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 20, 2004
10.2 Amendment No. 1 to Amended and Restated Agreement of Limited Partnership of Kite Realty Group, L.P., dated as of December 7, 2010
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. 2 to Amended and Restated Agreement of Limited Partnership of Kite Realty Group, L.P.
Incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K of Kite Realty Group Trust filed with the SEC on March 12, 2012
10.4 Amendment No. 3 to Amended and Restated Agreement of Limited Partnership of Kite Realty Group, L.P.
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 July 29, 2014
10.5 Amendment No. 4 to Amended and Restated Agreement of Limited Partnership of Kite Realty Group, L.P.
Incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K of Kite Realty Group Trust filed with the SEC on March 5, 2019
10.6 Amendment No. 5 to Amended and Restated Agreement of Limited Partnership of Kite Realty Group, L.P.
Incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K of Kite Realty Group Trust filed with the SEC on March 26, 2019
10.7 Amendment No. 6 to Amended and Restated Agreement of Limited Partnership of Kite Realty Group, L.P.
Incorporated by reference to Exhibit 10.1 to the Quarterly Report on Form 10-Q of Kite Realty Group Trust filed with the SEC on August 7, 2023
10.8 Executive Employment Agreement, dated as of December 29, 2020, by and between the Company and John A. Kite*
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
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Exhibit No. Description Location
10.9 Executive Employment Agreement, dated as of December 29, 2020, by and between the Company and Thomas K. McGowan*
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 December 31, 2020
10.10 Executive Employment Agreement, dated as of December 29, 2020, by and between the Company and Heath R. Fear*
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
10.11 Indemnification Agreement, dated as of August 16, 2004, by and between Kite Realty Group Trust, Kite Realty Group, L.P. and John A. Kite*
Incorporated by reference to Exhibit 10.17 to the Current Report on Form 8-K of Kite Realty Group Trust filed with the SEC on August 20, 2004
10.12 Indemnification Agreement, dated as of August 16, 2004, by and between Kite Realty Group Trust, Kite Realty Group, L.P. and Thomas K. McGowan*
Incorporated by reference to Exhibit 10.18 to the Current Report on Form 8-K of Kite Realty Group Trust filed with the SEC on August 20, 2004
10.13 Indemnification Agreement, dated as of November 5, 2018, by and among Kite Realty Group Trust, Kite Realty Group, L.P. and Heath R. Fear*
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 November 7, 2018
10.14 Indemnification Agreement, dated as of August 16, 2004, by and between Kite Realty Group Trust, Kite Realty Group, L.P. and William E. Bindley*
Incorporated by reference to Exhibit 10.20 to the Current Report on Form 8-K of Kite Realty Group Trust filed with the SEC on August 20, 2004
10.15 Indemnification Agreement, dated as of March 8, 2013, by and between Kite Realty Group Trust, Kite Realty Group, L.P. and Victor J. Coleman*
Incorporated by reference to Exhibit 10.20 to the Annual Report on Form 10-K of Kite Realty Group Trust filed with the SEC on March 8, 2013
10.16 Indemnification Agreement, dated as of March 7, 2014, by and between Kite Realty Group Trust, Kite Realty Group, L.P. and Christie B. Kelly*
Incorporated by reference to Exhibit 10.21 to the Annual Report on Form 10-K of Kite Realty Group Trust filed with the SEC on March 7, 2014
10.17 Indemnification Agreement, dated as of March 7, 2014, by and between Kite Realty Group Trust, Kite Realty Group, L.P. and David R. O’Reilly*
Incorporated by reference to Exhibit 10.22 to the Annual Report on Form 10-K of Kite Realty Group Trust filed with the SEC on March 7, 2014
10.18 Indemnification Agreement, dated as of March 7, 2014, by and between Kite Realty Group Trust, Kite Realty Group, L.P. and Barton R. Peterson*
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. Daniels*
Incorporated by reference to Exhibit 10.24 to the Annual Report on Form 10-K of Kite Realty Group Trust filed with the SEC on February 27, 2015
10.20 Indemnification Agreement, dated as of February 27, 2015, by and between Kite Realty Group Trust, Kite Realty Group, L.P., and Charles H. Wurtzebach*
Incorporated by reference to Exhibit 10.26 to the Annual Report on Form 10-K of Kite Realty Group Trust filed with the SEC on February 27, 2015
10.21 Indemnification Agreement, dated as of February 16, 2020, by and between Kite Realty Group Trust, Kite Realty Group, L.P. and Caroline L. Young*
Incorporated by reference to Exhibit 10.31 to the Annual Report on Form 10-K of Kite Realty Group Trust filed with the SEC on February 22, 2021
10.22 Indemnification Agreement, dated as of March 24, 2021, by and among Kite Realty Group Trust, Kite Realty Group, L.P. and Derrick Burks*
Incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K of Kite Realty Group Trust filed with the SEC on March 25, 2021
10.23 Indemnification Agreement, dated as of October 22, 2021, by and among Kite Realty Group Trust, Kite Realty Group, L.P. and Bonnie S. Biumi*
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
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Exhibit No. Description Location
10.24 Indemnification Agreement, dated as of October 22, 2021, by and among Kite Realty Group Trust, Kite Realty Group, L.P. and Gerald M. Gorski*
Incorporated by reference to Exhibit 10.17 to the Current Report on Form 8-K of Kite Realty Group Trust filed with the SEC on October 22, 2021
10.25 Indemnification Agreement, dated as of October 22, 2021, by and among Kite Realty Group Trust, Kite Realty Group, L.P. and Steven P. Grimes*
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
10.26 Indemnification Agreement, dated as of October 22, 2021, by and among Kite Realty Group Trust, Kite Realty Group, L.P. and Peter L. Lynch*
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
10.27 Kite Realty Group Trust 2008 Employee Share Purchase Plan*
Incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K of Kite Realty Group Trust filed with the SEC on May 12, 2008
10.28 Registration Rights Agreement, dated as of August 16, 2004, by and among the Company, Alvin E. Kite, Jr., John A. Kite, Paul W. Kite, Thomas K. McGowan, Daniel R. Sink, George F. McMannis, Mark Jenkins, C. Kenneth Kite, David Grieve and KMI Holdings, LLC
Incorporated by reference to Exhibit 10.32 to the Current Report on Form 8-K of Kite Realty Group Trust filed with the SEC on August 20, 2004
10.29 Amendment No. 1 to Registration Rights Agreement, dated August 29, 2005, by and among the Company and the other parties listed on the signature page thereto
Incorporated by reference to Exhibit 10.2 to the Quarterly Report on Form 10-Q of Kite Realty Group Trust filed with the SEC on November 14, 2005
10.30 Registration Rights Agreement, dated as of March 22, 2021, by and among Kite Realty Group Trust, Kite Realty Group, L.P. and the initial purchasers party thereto
Incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K of Kite Realty Group Trust filed with the SEC on March 22, 2021
10.31 Tax Protection Agreement, dated August 16, 2004, by and among the Company, Kite Realty Group, L.P., Alvin E. Kite, Jr., John A. Kite, Paul W. Kite, Thomas K. McGowan and C. Kenneth Kite
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
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
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
10.34 Kite Realty Group Trust 2013 Equity Incentive Plan, as amended and restated as of May 11, 2022*
Incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K of Kite Realty Group Trust filed with the SEC on May 13, 2022
10.35 Form of Nonqualified Share Option Agreement under 2013 Equity Incentive Plan*
Incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K of Kite Realty Group Trust filed with the SEC on May 14, 2013
10.36 Form of Restricted Share Agreement under 2013 Equity Incentive Plan*
Incorporated by reference to Exhibit 10.2 of the Current Report on Form 8-K of Kite Realty Group Trust filed with the SEC on May 14, 2013
10.37 Retail Properties of America, Inc. Amended and Restated 2014 Long-Term Equity Compensation Plan*
Incorporated by reference to Exhibit 10.1 of the Registration on Form S-8 of Kite Realty Group Trust filed with the SEC on October 22, 2021
10.38 Kite Realty Group Trust Trustee Deferred Compensation Plan*
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
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Exhibit No. Description Location
10.39 Form of Performance Share Unit Agreement under 2013 Equity Incentive Plan*
Incorporated by reference to Exhibit 10.38 of the Annual Report on Form 10-K of Kite Realty Group Trust filed with the SEC on February 27, 2017
10.40 Form of Performance Restricted Share Agreement under 2013 Equity Incentive Plan*
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
10.41 Form of Appreciation Only LTIP Unit Agreement*
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 March 5, 2019
10.42 Form of LTIP Unit Agreement*
Incorporated by reference to Exhibit 10.46 to the Annual Report on Form 10-K of Kite Realty Group Trust filed with the SEC on February 22, 2021
10.43 Form of Performance LTIP Unit Agreement*
Incorporated by reference to Exhibit 10.1 to the Quarterly Report on Form 10-Q of Kite Realty Group Trust filed with the SEC on May 6, 2022
10.44 Term Loan Agreement, dated as of October 25, 2018, by and among Kite Realty Group, L.P., KeyBank National Association, as Administrative Agent, and the other lenders party thereto
Incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K of Kite Realty Group Trust filed with the SEC on October 26, 2018
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
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
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
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
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
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 September 3, 2015
10.49 Sixth Amended and Restated Credit Agreement, dated as of July 8, 2021, by and among Retail Properties of America, Inc. as Borrower and KeyBank National Association as Administrative Agent, Wells Fargo Securities, LLC and KeyBanc Capital Markets Inc. 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. Bank National Association, Bank of America, N.A., Citibank, N.A., and The Bank of Nova Scotia as Documentation Agents, and certain lenders from time to time parties hereto, as Lenders
Incorporated by reference to Exhibit 10.1 to the Quarterly Report on Form 10-Q of Retail Properties of America, Inc. filed with the SEC on August 4, 2021
10.50 First Amendment to Sixth Amended and Restated Credit Agreement, dated as of October 22, 2021, by and among Kite Realty Group, L.P., Kite Realty Group Trust, KeyBank National Association, as Administrative Agent, and the lenders party thereto
Incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K of Kite Realty Group Trust filed with the SEC on October 22, 2021
10.51 Second Amendment to Sixth Amended and Restated Credit Agreement, dated as of July 29, 2022, by and among Kite Realty Group, L.P., Kite Realty Group Trust, KeyBank National Association, as Administrative Agent, and the lenders party thereto
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
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Exhibit No. Description Location
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
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
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 22, 2021
10.54 Term Loan Agreement, dated as of July 17, 2019, by and among Retail Properties of America, Inc., as Borrower, and KeyBank National Association, as Administrative Agent, KeyBanc Capital Markets Inc., as Book Runner, KeyBanc Capital Markets Inc., Branch Banking and Trust Company, PNC Capital Markets LLC, TD Bank and Wells Fargo Bank, National Association, as Joint Lead Arrangers, Branch Banking and Trust Company, PNC Bank, National Association, TD Bank and Wells Fargo Bank, National Association, as Co-Syndication Agents, and the initial lenders named therein
Incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K of Retail Properties of America, Inc. filed with the SEC on July 23, 2019
10.55 First Amendment to Term Loan Agreement, dated as of May 4, 2020, by and among Retail Properties of America, Inc. as Borrower and KeyBank National Association as Administrative Agent and certain lenders from time to time parties thereto, as Lenders
Incorporated by reference to Exhibit 10.3 to the Quarterly Report on Form 10-Q of Retail Properties of America, Inc. filed with the SEC on May 6, 2020
10.56 Second Amendment to Term Loan Agreement, dated as of July 19, 2021, by and among Retail Properties of America, Inc. as Borrower and KeyBank National Association as Administrative Agent and certain lenders from time to time parties thereto, as Lenders
Incorporated by reference to Exhibit 10.2 to the Quarterly Report on Form 10-Q of Retail Properties of America, Inc. filed with the SEC on August 4, 2021
10.57 Third Amendment to Term Loan Agreement, dated as of October 22, 2021, by and among Kite Realty Group, L.P., Kite Realty Group Trust, KeyBank National Association, as Administrative Agent, and the lenders party thereto
Incorporated by reference to Exhibit 10.3 to the Current Report on Form 8-K of Kite Realty Group Trust filed with the SEC on October 22, 2021
10.58 Fourth Amendment to Term Loan Agreement, dated as of July 29, 2022, by and among Kite Realty Group, L.P., Kite Realty Group Trust, KeyBank National Association, as Administrative Agent, and the lenders party thereto
Incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K of Kite Realty Group Trust filed with the SEC on August 2, 2022
10.59 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
Filed herewith
10.60 Springing Guaranty, dated as of October 22, 2021, by Kite Realty Group Trust
Incorporated by reference to Exhibit 10.4 to the Current Report on Form 8-K of Kite Realty Group Trust filed with the SEC on October 22, 2021
10.61 Term Loan Agreement, dated as of November 22, 2016, by and among Retail Properties of America, Inc. as Borrower and Capital One, National Association as Administrative Agent, Capital One, National Association, PNC Capital Markets LLC, TD Bank, N.A., and Regions Bank as Joint Lead Arrangers and Joint Book Managers, TD Bank, N.A. as Syndication Agent, PNC Capital Markets LLC and Regions Bank as Co-Documentation Agent, and Certain Lenders from time to time parties thereto, as Lenders
Incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K of Retail Properties of America, Inc. filed with the SEC on November 29, 2016
10.62 First Amendment to Term Loan Agreement, dated as of May 17, 2018, by and among Retail Properties of America, Inc. as Borrower and Capital One, National Association as Administrative Agent and certain lenders from time to time parties thereto, as Lenders
Incorporated by reference to Exhibit 10.4 to the Quarterly Report on Form 10-Q of Retail Properties of America, Inc. filed with the SEC on August 1, 2018
10.63 Second Amendment to Term Loan Agreement, dated as of November 20, 2018, by and among Retail Properties of America, Inc. as Borrower and Capital One, National Association as Administrative Agent and certain lenders from time to time parties thereto, as Lenders
Incorporated by reference to Exhibit 10.10 to the Annual Report on Form 10-K of Retail Properties of America, Inc. filed with the SEC on February 13, 2019
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Exhibit No. Description Location
10.64 Third Amendment to Term Loan Agreement, dated as of May 4, 2020, by and among Retail Properties of America, Inc. as Borrower and Capital One, National Association as Administrative Agent and certain lenders from time to time parties thereto, as Lenders
Incorporated by reference to Exhibit 10.2 to the Quarterly Report on Form 10-Q of Retail Properties of America, Inc. filed with the SEC on May 6, 2020
10.65 Fourth Amendment to Term Loan Agreement, dated as of October 22, 2021, by and among Kite Realty Group, L.P., Kite Realty Group Trust, Capital One, National Association, as Administrative Agent, and the lenders party thereto
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 October 22, 2021
10.66 Springing Guaranty, dated as of October 22, 2021, by Kite Realty Group Trust
Incorporated by reference to Exhibit 10.6 to the Current Report on Form 8-K of Kite Realty Group Trust filed with the SEC on October 22, 2021
10.67 Note Purchase Agreement dated as of May 16, 2014 among the Retail Properties of America, Inc. as Issuer and certain institutions as Purchasers
Incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K of Retail Properties of America, Inc. filed with the SEC on May 22, 2014
10.68 Assumption Agreement with respect to the 2014 Note Purchase Agreement, dated as of October 22, 2021, by Kite Realty Group, L.P.
Incorporated by reference to Exhibit 10.8 to the Current Report on Form 8-K of Kite Realty Group Trust filed with the SEC on October 22, 2021
10.69 Springing Guaranty with respect to the 2014 Note Purchase Agreement, dated as of October 22, 2021, by Kite Realty Group Trust
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
10.70 Note Purchase Agreement dated as of September 30, 2016, among Retail Properties of America, Inc. as issuer and certain institutions as purchasers
Incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K of Retail Properties of America, Inc. filed with the SEC on October 5, 2016
10.71 Assumption Agreement with respect to the 2016 Note Purchase Agreement, dated as of October 22, 2021, by Kite Realty Group, L.P.
Incorporated by reference to Exhibit 10.11 to the Current Report on Form 8-K of Kite Realty Group Trust filed with the SEC on October 22, 2021
10.72 Springing Guaranty with respect to the 2016 Note Purchase Agreement, dated as of October 22, 2021, by Kite Realty Group Trust
Incorporated by reference to Exhibit 10.12 to the Current Report on Form 8-K of Kite Realty Group Trust filed with the SEC on October 22, 2021
10.73 Note Purchase Agreement dated as of April 5, 2019 among Retail Properties of America, Inc. as issuer and certain institutions as purchasers
Incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K of Retail Properties of America, Inc. filed with the SEC on April 9, 2019
10.74 Assumption Agreement with respect to the 2019 Note Purchase Agreement, dated as of October 22, 2021, by Kite Realty Group, L.P.
Incorporated by reference to Exhibit 10.14 to the Current Report on Form 8-K of Kite Realty Group Trust filed with the SEC on October 22, 2021
10.75 Springing Guaranty with respect to the 2019 Note Purchase Agreement, dated as of October 22, 2021, by Kite Realty Group Trust
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
19.1 Policy on Inside Information and Insider Trading
Filed herewith
21.1 List of Subsidiaries
Filed herewith
23.1 Consent of KPMG LLP relating to the Parent Company
Filed herewith
23.2 Consent of KPMG LLP relating to the Operating Partnership
Filed herewith
31.1 Certification of principal executive 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
Filed herewith
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Exhibit No. 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
Filed herewith
31.3 Certification of principal executive officer of the Operating Partnership 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
Filed herewith
31.4 Certification of principal financial officer of the Operating Partnership 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
Filed herewith
32.1 Certification of Chief Executive Officer and Chief Financial Officer of the Parent Company pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
Filed herewith
32.2 Certification of Chief Executive Officer and Chief Financial Officer of the Operating Partnership pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
Filed herewith
97.1 Kite Realty Group Trust Compensation Recovery Policy
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
101.SCH Inline XBRL Taxonomy Extension Schema Document Filed herewith
101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document Filed herewith
101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document Filed herewith
101.LAB Inline XBRL Taxonomy Extension Label Linkbase Document Filed herewith
101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document Filed herewith
104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) Filed herewith
* Denotes a management contract or compensatory plan contract or arrangement.
ITEM 16. FORM 10-K SUMMARY
Not applicable.
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SIGNATURES
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
(Registrant)
/s/ JOHN A. KITE
John A. Kite
Date: February 12, 2025 Chairman and Chief Executive Officer
(Principal Executive Officer)
/s/ HEATH R. FEAR
Heath R. Fear
Date: February 12, 2025 Executive Vice President and Chief Financial Officer
(Principal Financial Officer)
KITE REALTY GROUP L.P.
(Registrant)
By: Kite Realty Group Trust, its sole general partner
/s/ JOHN A. KITE
John A. Kite
Date: February 12, 2025 Chairman and Chief Executive Officer
(Principal Executive Officer)
/s/ HEATH R. FEAR
Heath R. Fear
Date: February 12, 2025 Executive Vice President and Chief Financial Officer
(Principal Financial Officer)
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.
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Signature Title Date
/s/ JOHN A. KITE Chairman, Chief Executive Officer, and Trustee
(Principal Executive Officer) February 12, 2025
(John A. Kite)
/s/ BONNIE S. BIUMI Trustee February 12, 2025
(Bonnie S. Biumi)
/s/ DERRICK BURKS Trustee February 12, 2025
(Derrick Burks)
/s/ VICTOR J. COLEMAN Trustee February 12, 2025
(Victor J. Coleman)
/s/ STEVEN P. GRIMES Trustee February 12, 2025
(Steven P. Grimes)
/s/ CHRISTIE B. KELLY Trustee February 12, 2025
(Christie B. Kelly)
/s/ PETER L. LYNCH Trustee February 12, 2025
(Peter L. Lynch)
/s/ DAVID R. O’REILLY Trustee February 12, 2025
(David R. O’Reilly)
/s/ BARTON R. PETERSON Trustee February 12, 2025
(Barton R. Peterson)
/s/ CHARLES H. WURTZEBACH Trustee February 12, 2025
(Charles H. Wurtzebach)
/s/ CAROLINE L. YOUNG Trustee February 12, 2025
(Caroline L. Young)
/s/ HEATH R. FEAR Executive Vice President and Chief Financial Officer
(Principal Financial Officer) February 12, 2025
(Heath R. Fear)
/s/ DAVID E. BUELL Senior Vice President, Chief Accounting Officer February 12, 2025
(David E. Buell)
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KITE REALTY GROUP TRUST AND KITE REALTY GROUP, L.P. AND SUBSIDIARIES
INDEX TO FINANCIAL STATEMENTS
Page
Consolidated Financial Statements:
Kite Realty Group Trust
Report of Independent Registered Public Accounting Firm (PCAOB ID No. 238 )
F-1
Consolidated Balance Sheets as of December 31, 2024 and 2023
F-5
Consolidated Statements of Operations and Comprehensive Income for the Years Ended December 31, 2024, 2023 and 2022
F-6
Consolidated Statements of Shareholders’ Equity for the Years Ended December 31, 2024, 2023 and 2022
F-7
Consolidated Statements of Cash Flows for the Years Ended December 31, 2024, 2023 and 2022
F-8
Kite Realty Group, L.P. and subsidiaries
Report of Independent Registered Public Accounting Firm (PCAOB ID No. 238 )
F-3
Consolidated Balance Sheets as of December 31, 2024 and 2023
F-9
Consolidated Statements of Operations and Comprehensive Income for the Years Ended December 31, 2024, 2023 and 2022
F-10
Consolidated Statements of Partner’s Equity for the Years Ended December 31, 2024, 2023 and 2022
F-11
Consolidated Statements of Cash Flows for the Years Ended December 31, 2024, 2023 and 2022
F-12
Kite Realty Group Trust and Kite Realty Group, L.P. and subsidiaries
Notes to Consolidated Financial Statements
F-13
Financial Statement Schedule:
Kite Realty Group Trust and Kite Realty Group, L.P. and subsidiaries
Schedule III – Consolidated Real Estate and Accumulated Depreciation
F-43
Notes to Schedule III
F-49
All other schedules for which provision is made in the applicable accounting regulation of the Securities and Exchange Commission are not required under the related instructions or are not applicable and therefore have been omitted.
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Shareholders and Board of Trustees of Kite Realty Group Trust:
Opinion on the Consolidated Financial Statements
We have audited the accompanying consolidated balance sheets of Kite Realty Group Trust and subsidiaries (the Company) as of December 31, 2024 and 2023, the related consolidated statements of operations and comprehensive income, shareholders’ equity, and cash flows for each of the years in the three-year period ended December 31, 2024, and the related notes and financial statement schedule III – Consolidated Real Estate and Accumulated Depreciation (collectively, the consolidated financial statements). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2024 and 2023, and the results of its operations and its cash flows for each of the years in the three-year period ended December 31, 2024, in conformity with U.S. generally accepted accounting principles.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of December 31, 2024, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission, and our report dated February 12, 2025 expressed an unqualified opinion on the effectiveness of the Company’s internal control over financial reporting.
Basis for Opinion
These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.
Critical Audit Matter
The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of a critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.
Evaluation of investment properties for potential impairment
As discussed in Note 2 to the consolidated financial statements, land, buildings, and improvements, net was $7,591,036 thousand as of December 31, 2024. The Company’s investment properties are reviewed for impairment whenever events or changes in circumstances indicate that the carrying value of an asset may not be recoverable. This review for potential impairment triggering events requires certain assumptions, estimates, and significant judgment, including about the anticipated holding period for an investment property.
We identified the evaluation of certain investment properties for potential impairment as a critical audit matter. Subjective and challenging auditor judgment was required to evaluate the Company’s intent and ability to hold investment properties for particular periods of time. A shortening of the anticipated holding period could indicate a potential impairment.
F-1
The following are the primary procedures we performed to address this critical audit matter. We evaluated the design and tested the operating effectiveness of certain internal controls related to the Company’s process to evaluate potential impairment triggering events, including a control related to the evaluation of the holding period. We compared the holding periods assumed in the Company’s analysis to the Company’s historical holding periods for similar properties. We inquired of Company management and inspected documents, such as meeting minutes of the board of trustees and its sub-committees, and management’s capital allocation committee to evaluate the Company’s intent and ability to hold investment properties for particular periods of time. We read external communications with investors and analysts in order to identify information regarding potential sales of the Company’s investment properties.
/s/ KPMG LLP
We have served as the Company’s auditor since 2020.
Indianapolis, Indiana
February 12, 2025
F-2
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Partners of Kite Realty Group, L.P. and subsidiaries and Board of Trustees of Kite Realty Group Trust:
Opinion on the Consolidated Financial Statements
We have audited the accompanying consolidated balance sheets of Kite Realty Group, L.P. and subsidiaries (the Partnership) as of December 31, 2024 and 2023, the related consolidated statements of operations and comprehensive income, partner’s equity, and cash flows for each of the years in the three-year period ended December 31, 2024, and the related notes and financial statement schedule III – Consolidated Real Estate and Accumulated Depreciation (collectively, the consolidated financial statements). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Partnership as of December 31, 2024 and 2023, and the results of its operations and its cash flows for each of the years in the three-year period ended December 31, 2024, in conformity with U.S. generally accepted accounting principles.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Partnership’s internal control over financial reporting as of December 31, 2024, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission, and our report dated February 12, 2025 expressed an unqualified opinion on the effectiveness of the Partnership’s internal control over financial reporting.
Basis for Opinion
These consolidated financial statements are the responsibility of the Partnership’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Partnership in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.
Critical Audit Matter
The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of a critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.
Evaluation of investment properties for potential impairment
As discussed in Note 2 to the consolidated financial statements, land, buildings, and improvements, net was $7,591,036 thousand as of December 31, 2024. The Partnership’s investment properties are reviewed for impairment whenever events or changes in circumstances indicate that the carrying value of an asset may not be recoverable. This review for potential impairment triggering events requires certain assumptions, estimates, and significant judgment, including about the anticipated holding period for an investment property.
We identified the evaluation of certain investment properties for potential impairment as a critical audit matter. Subjective and challenging auditor judgment was required to evaluate the Partnership’s intent and ability to hold investment properties for particular periods of time. A shortening of the anticipated holding period could indicate a potential impairment.
F-3
The following are the primary procedures we performed to address this critical audit matter. We evaluated the design and tested the operating effectiveness of certain internal controls related to the Partnership’s process to evaluate potential impairment triggering events, including a control related to the evaluation of the holding period. We compared the holding periods assumed in the Partnership’s analysis to the Partnership’s historical holding periods for similar properties. We inquired of Partnership management and inspected documents, such as meeting minutes of Kite Realty Group Trust’s (the Parent Company’s) board of trustees and its sub-committees, and management’s capital allocation committee to evaluate the Partnership’s intent and ability to hold investment properties for particular periods of time. We read external communications with investors and analysts in order to identify information regarding potential sales of the Partnership’s investment properties.
/s/ KPMG LLP
We have served as the Partnership’s auditor since 2020.
Indianapolis, Indiana
February 12, 2025
F-4
Table of Contents
KITE REALTY GROUP TRUST
Consolidated Balance Sheets
(in thousands, except share and per share data)
December 31,
2024 December 31,
2023
Assets:
Investment properties, at cost: $ 7,634,191 $ 7,740,061
Less: accumulated depreciation ( 1,587,661 ) ( 1,381,770 )
Net investment properties 6,046,530 6,358,291
Cash and cash equivalents 128,056 36,413
Tenant and other receivables, including accrued straight-line rent of $ 67,377
and $ 55,482 , respectively
125,768 113,290
Restricted cash and escrow deposits 5,271 5,017
Deferred costs, net 238,213 304,171
Short-term deposits 350,000 —
Prepaid and other assets 104,627 117,834
Investments in unconsolidated subsidiaries 19,511 9,062
Assets associated with investment property held for sale 73,791 —
Total assets $ 7,091,767 $ 6,944,078
Liabilities and Equity:
Liabilities:
Mortgage and other indebtedness, net $ 3,226,930 $ 2,829,202
Accounts payable and accrued expenses 202,651 198,079
Deferred revenue and other liabilities 246,100 272,942
Liabilities associated with investment property held for sale 4,009 —
Total liabilities 3,679,690 3,300,223
Commitments and contingencies
Limited Partners’ interests in the Operating Partnership 98,074 73,287
Equity:
Common shares, $ 0.01 par value, 490,000,000 shares authorized,
219,667,067 and 219,448,429 shares issued and outstanding at
December 31, 2024 and 2023, respectively
2,197 2,194
Additional paid-in capital 4,868,554 4,886,592
Accumulated other comprehensive income 36,612 52,435
Accumulated deficit ( 1,595,253 ) ( 1,373,083 )
Total shareholders’ equity 3,312,110 3,568,138
Noncontrolling interests 1,893 2,430
Total equity 3,314,003 3,570,568
Total liabilities and equity $ 7,091,767 $ 6,944,078
The accompanying notes are an integral part of these consolidated financial statements.
F-5
Table of Contents
KITE REALTY GROUP TRUST
Consolidated Statements of Operations and Comprehensive Income
(in thousands, except share and per share data)
Year Ended December 31,
2024 2023 2022
Revenue:
Rental income $ 826,548 $ 810,146 $ 782,349
Other property-related revenue 10,631 8,492 11,108
Fee income 4,663 4,366 8,539
Total revenue 841,842 823,004 801,996
Expenses:
Property operating 113,601 107,958 107,217
Real estate taxes 103,893 102,426 104,589
General, administrative and other 52,558 56,142 54,860
Merger and acquisition costs — — 925
Depreciation and amortization 393,335 426,361 469,805
Impairment charges 66,201 477 —
Total expenses 729,588 693,364 737,396
(Loss) gain on sales of operating properties, net ( 864 ) 22,601 27,069
Operating income 111,390 152,241 91,669
Other (expense) income:
Interest expense ( 125,691 ) ( 105,349 ) ( 104,276 )
Income tax expense of taxable REIT subsidiary ( 139 ) ( 533 ) ( 43 )
Loss on extinguishment of debt ( 180 ) — —
Equity in (loss) earnings of unconsolidated subsidiaries ( 1,158 ) 33 256
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 )
Net income attributable to noncontrolling interests ( 345 ) ( 885 ) ( 482 )
Net income (loss) attributable to common shareholders $ 4,071 $ 47,498 $ ( 12,636 )
Net income (loss) per common share – basic and diluted $ 0.02 $ 0.22 $ ( 0.06 )
Weighted average common shares outstanding – basic 219,614,149 219,344,832 219,074,448
Weighted average common shares outstanding – diluted 219,727,496 219,728,283 219,074,448
Net income (loss) $ 4,416 $ 48,383 $ ( 12,154 )
Change in fair value of derivatives ( 15,937 ) ( 22,008 ) 91,271
Total comprehensive (loss) income ( 11,521 ) 26,375 79,117
Comprehensive income attributable to noncontrolling interests ( 231 ) ( 786 ) ( 1,507 )
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.
F-6
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KITE REALTY GROUP TRUST
Consolidated Statements of Shareholders’ Equity
(in thousands, except share data)
Common Shares Additional
Paid-in Capital Accumulated Other
Comprehensive (Loss) Income Accumulated
Deficit
Total
Shares Amount
Balance at December 31, 2021 218,949,569 $ 2,189 $ 4,898,673 $ ( 15,902 ) $ ( 962,913 ) $ 3,922,047
Stock compensation activity 151,089 2 9,544 — — 9,546
Other comprehensive income — — — 90,246 — 90,246
Distributions to common shareholders — — — — ( 232,208 ) ( 232,208 )
Net loss attributable to common shareholders — — — — ( 12,636 ) ( 12,636 )
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
Adjustment to redeemable noncontrolling interests — — ( 12,566 ) — — ( 12,566 )
Balance at December 31, 2022 219,185,658 $ 2,192 $ 4,897,736 $ 74,344 $ ( 1,207,757 ) $ 3,766,515
Stock compensation activity 189,610 2 10,789 — — 10,791
Other comprehensive loss — — — ( 21,909 ) — ( 21,909 )
Distributions to common shareholders — — — — ( 212,824 ) ( 212,824 )
Net income attributable to common shareholders — — — — 47,498 47,498
Exchange of redeemable noncontrolling interests for common shares 73,161 — 1,568 — — 1,568
Adjustment to redeemable noncontrolling interests — — ( 23,501 ) — — ( 23,501 )
Balance at December 31, 2023 219,448,429 $ 2,194 $ 4,886,592 $ 52,435 $ ( 1,373,083 ) $ 3,568,138
Stock compensation activity 218,638 3 10,767 — — 10,770
Other comprehensive loss — — — ( 15,823 ) — ( 15,823 )
Distributions to common shareholders — — — — ( 226,241 ) ( 226,241 )
Net income attributable to common shareholders — — — — 4,071 4,071
Adjustment to redeemable noncontrolling interests — — ( 28,805 ) — — ( 28,805 )
Balance at December 31, 2024 219,667,067 $ 2,197 $ 4,868,554 $ 36,612 $ ( 1,595,253 ) $ 3,312,110
The accompanying notes are an integral part of these consolidated financial statements.
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KITE REALTY GROUP TRUST
Consolidated Statements of Cash Flows
(in thousands)
Year Ended December 31,
2024 2023 2022
Cash flows from operating activities:
Net income (loss) $ 4,416 $ 48,383 $ ( 12,154 )
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Depreciation and amortization 397,985 429,970 472,969
Loss (gain) on sales of operating properties, net 864 ( 22,601 ) ( 27,069 )
Gain on sale of unconsolidated property, net ( 2,325 ) — —
Impairment charges 66,201 477 —
Loss on extinguishment of debt 180 — —
Straight-line rent ( 12,089 ) ( 11,812 ) ( 16,632 )
Compensation expense for equity awards 10,740 10,116 10,280
Amortization of debt fair value adjustments ( 12,038 ) ( 13,366 ) ( 13,521 )
Amortization of in-place lease assets and liabilities ( 10,078 ) ( 12,025 ) ( 4,821 )
Changes in assets and liabilities:
Tenant receivables ( 2,610 ) ( 940 ) ( 16,763 )
Deferred costs and other assets ( 23,647 ) ( 29,912 ) 7,522
Accounts payable, accrued expenses, deferred revenue and other liabilities 1,429 ( 3,642 ) ( 20,528 )
Net cash provided by operating activities 419,028 394,648 379,283
Cash flows from investing activities:
Acquisitions of interests in properties ( 40,561 ) ( 78,274 ) ( 100,142 )
Capital expenditures ( 140,949 ) ( 142,578 ) ( 158,540 )
Net proceeds from sales of land 13,198 3,166 4,716
Net proceeds from sales of operating properties 30,409 137,687 75,699
Investment in short-term deposits ( 615,000 ) — —
Proceeds from short-term deposits 265,000 — 125,000
Small business loan repayments — 346 657
Change in construction payables 479 ( 2,078 ) 6,341
Distribution from unconsolidated joint venture 1,618 — 1,245
Capital contributions to unconsolidated joint ventures ( 13,185 ) — ( 125 )
Net cash used in investing activities ( 498,991 ) ( 81,731 ) ( 45,149 )
Cash flows from financing activities:
Proceeds from issuance of common shares, net 74 86 30
Repurchases of common shares upon the vesting of restricted shares ( 907 ) ( 767 ) ( 1,535 )
Debt and equity issuance costs ( 18,992 ) ( 767 ) ( 5,159 )
Loan proceeds 732,993 369,095 455,000
Loan payments ( 314,756 ) ( 544,410 ) ( 568,963 )
Distributions paid – common shareholders ( 221,793 ) ( 210,546 ) ( 179,624 )
Distributions paid – redeemable noncontrolling interests ( 3,717 ) ( 2,952 ) ( 2,622 )
Distributions to noncontrolling interests ( 817 ) ( 3,196 ) —
Acquisition of partner’s noncontrolling interest in Killingly Commons joint venture — — ( 9,654 )
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
Cash, cash equivalents and restricted cash, beginning of year 41,430 121,970 100,363
Cash, cash equivalents and restricted cash, end of year $ 133,552 $ 41,430 $ 121,970
Supplemental disclosures
Cash paid for interest, net of capitalized interest $ 130,630 $ 120,870 $ 113,744
Non-cash investing and financing activities
Exchange of redeemable noncontrolling interests for common shares $ — $ 1,568 $ 1,670
The accompanying notes are an integral part of these consolidated financial statements.
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KITE REALTY GROUP, L.P. AND SUBSIDIARIES
Consolidated Balance Sheets
(in thousands, except unit and per unit data)
December 31,
2024 December 31,
2023
Assets:
Investment properties, at cost: $ 7,634,191 $ 7,740,061
Less: accumulated depreciation ( 1,587,661 ) ( 1,381,770 )
Net investment properties 6,046,530 6,358,291
Cash and cash equivalents 128,056 36,413
Tenant and other receivables, including accrued straight-line rent of $ 67,377
and $ 55,482 , respectively
125,768 113,290
Restricted cash and escrow deposits 5,271 5,017
Deferred costs, net 238,213 304,171
Short-term deposits 350,000 —
Prepaid and other assets 104,627 117,834
Investments in unconsolidated subsidiaries 19,511 9,062
Assets associated with investment property held for sale 73,791 —
Total assets $ 7,091,767 $ 6,944,078
Liabilities and Equity:
Liabilities:
Mortgage and other indebtedness, net $ 3,226,930 $ 2,829,202
Accounts payable and accrued expenses 202,651 198,079
Deferred revenue and other liabilities 246,100 272,942
Liabilities associated with investment property held for sale 4,009 —
Total liabilities 3,679,690 3,300,223
Commitments and contingencies
Limited Partners’ interests in the Operating Partnership 98,074 73,287
Partners’ Equity:
Common equity, 219,667,067 and 219,448,429 units issued and outstanding
at December 31, 2024 and 2023, respectively
3,275,498 3,515,703
Accumulated other comprehensive income 36,612 52,435
Total Partners’ equity 3,312,110 3,568,138
Noncontrolling interests 1,893 2,430
Total equity 3,314,003 3,570,568
Total liabilities and equity $ 7,091,767 $ 6,944,078
The accompanying notes are an integral part of these consolidated financial statements.
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KITE REALTY GROUP, L.P. AND SUBSIDIARIES
Consolidated Statements of Operations and Comprehensive Income
(in thousands, except unit and per unit data)
Year Ended December 31,
2024 2023 2022
Revenue:
Rental income $ 826,548 $ 810,146 $ 782,349
Other property-related revenue 10,631 8,492 11,108
Fee income 4,663 4,366 8,539
Total revenue 841,842 823,004 801,996
Expenses:
Property operating 113,601 107,958 107,217
Real estate taxes 103,893 102,426 104,589
General, administrative and other 52,558 56,142 54,860
Merger and acquisition costs — — 925
Depreciation and amortization 393,335 426,361 469,805
Impairment charges 66,201 477 —
Total expenses 729,588 693,364 737,396
(Loss) gain on sales of operating properties, net ( 864 ) 22,601 27,069
Operating income 111,390 152,241 91,669
Other (expense) income:
Interest expense ( 125,691 ) ( 105,349 ) ( 104,276 )
Income tax expense of taxable REIT subsidiary ( 139 ) ( 533 ) ( 43 )
Loss on extinguishment of debt ( 180 ) — —
Equity in (loss) earnings of unconsolidated subsidiaries ( 1,158 ) 33 256
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 )
Net income attributable to noncontrolling interests ( 280 ) ( 257 ) ( 623 )
Net income (loss) attributable to common unitholders $ 4,136 $ 48,126 $ ( 12,777 )
Allocation of net income (loss):
Limited Partners $ 65 $ 628 $ ( 141 )
Parent Company 4,071 47,498 ( 12,636 )
$ 4,136 $ 48,126 $ ( 12,777 )
Net income (loss) per unit – basic and diluted $ 0.02 $ 0.22 $ ( 0.06 )
Weighted average common units outstanding – basic 223,416,919 222,514,956 221,858,084
Weighted average common units outstanding – diluted 223,530,266 222,898,407 221,858,084
Net income (loss) $ 4,416 $ 48,383 $ ( 12,154 )
Change in fair value of derivatives ( 15,937 ) ( 22,008 ) 91,271
Total comprehensive (loss) income ( 11,521 ) 26,375 79,117
Comprehensive income attributable to noncontrolling interests ( 280 ) ( 257 ) ( 623 )
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.
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KITE REALTY GROUP, L.P. AND SUBSIDIARIES
Consolidated Statements of Partner’s Equity
(in thousands)
General Partner Total
Common
Equity Accumulated
Other
Comprehensive
(Loss) Income
Balance at December 31, 2021 $ 3,937,949 $ ( 15,902 ) $ 3,922,047
Stock compensation activity 9,546 — 9,546
Other comprehensive income attributable to Parent Company — 90,246 90,246
Distributions to Parent Company ( 232,208 ) — ( 232,208 )
Net loss attributable to Parent Company ( 12,636 ) — ( 12,636 )
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
Adjustment to redeemable noncontrolling interests ( 12,566 ) — ( 12,566 )
Balance at December 31, 2022 $ 3,692,171 $ 74,344 $ 3,766,515
Stock compensation activity 10,791 — 10,791
Other comprehensive loss attributable to Parent Company — ( 21,909 ) ( 21,909 )
Distributions to Parent Company ( 212,824 ) — ( 212,824 )
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
Adjustment to redeemable noncontrolling interests ( 23,501 ) — ( 23,501 )
Balance at December 31, 2023 $ 3,515,703 $ 52,435 $ 3,568,138
Stock compensation activity 10,770 — 10,770
Other comprehensive loss attributable to Parent Company — ( 15,823 ) ( 15,823 )
Distributions to Parent Company ( 226,241 ) — ( 226,241 )
Net income attributable to Parent Company 4,071 — 4,071
Adjustment to redeemable noncontrolling interests ( 28,805 ) — ( 28,805 )
Balance at December 31, 2024 $ 3,275,498 $ 36,612 $ 3,312,110
The accompanying notes are an integral part of these consolidated financial statements.
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KITE REALTY GROUP, L.P. AND SUBSIDIARIES
Consolidated Statements of Cash Flows
(in thousands)
Year Ended December 31,
2024 2023 2022
Cash flows from operating activities:
Net income (loss) $ 4,416 $ 48,383 $ ( 12,154 )
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Depreciation and amortization 397,985 429,970 472,969
Loss (gain) on sales of operating properties, net 864 ( 22,601 ) ( 27,069 )
Gain on sale of unconsolidated property, net ( 2,325 ) — —
Impairment charges 66,201 477 —
Loss on extinguishment of debt 180 — —
Straight-line rent ( 12,089 ) ( 11,812 ) ( 16,632 )
Compensation expense for equity awards 10,740 10,116 10,280
Amortization of debt fair value adjustments ( 12,038 ) ( 13,366 ) ( 13,521 )
Amortization of in-place lease assets and liabilities ( 10,078 ) ( 12,025 ) ( 4,821 )
Changes in assets and liabilities:
Tenant receivables ( 2,610 ) ( 940 ) ( 16,763 )
Deferred costs and other assets ( 23,647 ) ( 29,912 ) 7,522
Accounts payable, accrued expenses, deferred revenue and other liabilities 1,429 ( 3,642 ) ( 20,528 )
Net cash provided by operating activities 419,028 394,648 379,283
Cash flows from investing activities:
Acquisitions of interests in properties ( 40,561 ) ( 78,274 ) ( 100,142 )
Capital expenditures ( 140,949 ) ( 142,578 ) ( 158,540 )
Net proceeds from sales of land 13,198 3,166 4,716
Net proceeds from sales of operating properties 30,409 137,687 75,699
Investment in short-term deposits ( 615,000 ) — —
Proceeds from short-term deposits 265,000 — 125,000
Small business loan repayments — 346 657
Change in construction payables 479 ( 2,078 ) 6,341
Distribution from unconsolidated joint venture 1,618 — 1,245
Capital contributions to unconsolidated joint ventures ( 13,185 ) — ( 125 )
Net cash used in investing activities ( 498,991 ) ( 81,731 ) ( 45,149 )
Cash flows from financing activities:
Contributions from the General Partner 74 86 30
Repurchases of common shares upon the vesting of restricted shares ( 907 ) ( 767 ) ( 1,535 )
Debt and equity issuance costs ( 18,992 ) ( 767 ) ( 5,159 )
Loan proceeds 732,993 369,095 455,000
Loan payments ( 314,756 ) ( 544,410 ) ( 568,963 )
Distributions paid – common unitholders ( 221,793 ) ( 210,546 ) ( 179,624 )
Distributions paid – redeemable noncontrolling interests ( 3,717 ) ( 2,952 ) ( 2,622 )
Distributions to noncontrolling interests ( 817 ) ( 3,196 ) —
Acquisition of partner’s noncontrolling interest in Killingly Commons joint venture — — ( 9,654 )
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
Cash, cash equivalents and restricted cash, beginning of year 41,430 121,970 100,363
Cash, cash equivalents and restricted cash, end of year $ 133,552 $ 41,430 $ 121,970
Supplemental disclosures
Cash paid for interest, net of capitalized interest $ 130,630 $ 120,870 $ 113,744
Non-cash investing and financing activities
Conversion of Limited Partner Units to shares of the Parent Company $ — $ 1,568 $ 1,670
The accompanying notes are an integral part of these consolidated financial statements.
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KITE REALTY GROUP TRUST AND KITE REALTY GROUP, L.P. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2024
(dollars in thousands, except share, per share, unit and per unit amounts and where indicated in millions or billions)
NOTE 1. ORGANIZATION AND BASIS OF PRESENTATION
Kite Realty Group Trust (the “Parent Company”), through its majority-owned subsidiary, Kite Realty Group, L.P. (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. The Parent Company was organized in Maryland in 2004 to succeed in the acquisition, development, construction and real estate businesses of its predecessor. 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.
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”). 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. 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.
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. Actual results could differ from those estimates.
Unless otherwise noted, all dollar amounts are stated in thousands, except share, per share, and per square foot data. Number of properties and square feet are unaudited.
As of December 31, 2024, the Company’s portfolio consisted of the following:
Properties Square Footage
Operating retail properties (1)
179 27,668,416
Office properties (2)
2 412,568
Development and redevelopment projects:
The Corner – IN (3)
1 24,000
One Loudoun Expansion (4)
— 119,000
Hamilton Crossing Centre 1 92,283
Edwards Multiplex – Ontario 1 124,614
(1) Included within operating retail properties are 10 properties that contain an office component. Excludes one operating retail property classified as held for sale as of December 31, 2024. Of the 179 operating retail properties, 176 are consolidated within these financial statements and the remaining three are accounted for under the equity method.
(2) Office properties include Carillon medical office building, which was reclassified from active redevelopment into our office portfolio in December 2024.
(3) This property is held in an unconsolidated joint venture in which the Company has a 50 % ownership interest.
(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. metropolitan statistical area (“MSA”). 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.
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KITE REALTY GROUP TRUST AND KITE REALTY GROUP, L.P. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Investment Properties
Capitalization and Depreciation
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. If a tenant vacates a space prior to the lease expiration, terminates its lease, or otherwise notifies the Company of its intent to do so, any related unamortized tenant allowances are expensed over the shortened lease period. 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.
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. These predevelopment costs are capitalized and included within “Investment properties, at cost” in the accompanying consolidated balance sheets. If we determine that the completion of a development project is no longer probable, all previously incurred predevelopment costs are immediately expensed. Land is transferred to construction in progress once construction commences on the related project.
We also capitalize costs such as land acquisition, building construction, interest, real estate taxes, and the costs of personnel directly involved with the development of our properties. As a portion of a development project becomes operational, we expense a pro rata amount of the related costs.
Depreciation expense is computed using the straight-line method. Buildings and improvements are depreciated over estimated original useful lives ranging from 10 to 35 years. Tenant improvements and allowances are depreciated over the term of the related lease. Equipment and fixtures are depreciated over five to 10 years. Depreciation may be accelerated for a redevelopment project, including partial demolition of an existing structure, after the asset is assessed for impairment.
The following table summarizes the composition of the Company’s investment properties as of December 31, 2024 and 2023 (in thousands) :
December 31, 2024 December 31, 2023
Land, buildings and improvements $ 7,591,036 $ 7,684,066
Construction in progress 43,155 55,995
Investment properties, at cost $ 7,634,191 $ 7,740,061
Valuation of Investment Properties
Management reviews our operating and development projects, land parcels, and intangible assets for impairment on a property-by-property basis whenever events or changes in circumstances indicate that the carrying value of the asset may not be recoverable. This review for possible impairment requires certain assumptions, estimates, and significant judgment. Examples of situations considered to be impairment indicators for both operating properties and development projects include, but are not limited to:
• a substantial decline in or continued low occupancy rate or cash flow;
• expected significant declines in occupancy in the near future;
• continued difficulty in leasing space;
• a significant concentration of financially troubled tenants;
• a reduction in the anticipated holding period;
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KITE REALTY GROUP TRUST AND KITE REALTY GROUP, L.P. AND SUBSIDIARIES
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;
• a significant decrease in the market price not in line with general market trends; and
• any other quantitative or qualitative events or factors deemed significant by the Company’s management or Board of Trustees.
Impairment losses for investment properties and intangible assets are measured when the undiscounted cash flows estimated to be generated by the investment properties during the expected holding period are less than the carrying amounts of those assets. The evaluation of impairment is subject to certain management assumptions, including projected net operating income, anticipated holding period, expected capital expenditures, and the capitalization rate used to estimate the property’s residual value. Impairment losses are recorded as the excess of the carrying value over the estimated fair value of the asset. Our impairment review for land and development properties assumes we have the intent and ability to complete the developments or projected uses for the land parcels. 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.
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. An operating property classified as held for sale is carried at the lower of cost or fair value less estimated costs to sell. Depreciation and amortization are suspended during the held-for-sale period. 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. 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. In making estimates of fair value, a number of sources are used, including information obtained as a result of pre-acquisition due diligence, marketing, and leasing activities. The estimates of fair value were determined to have primarily relied upon Level 2 and Level 3 inputs, as defined below.
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;
• above-market and below-market in-place lease values for acquired properties, which are based on the present value (using an interest rate that reflects the risks associated with the leases acquired) of the difference between (i) the contractual amounts to be paid pursuant to the in-place leases and (ii) management’s estimate of fair market lease rates for the corresponding in-place leases, measured over the remaining non-cancelable term of the leases. Any below-market renewal options are also considered in the in-place lease values. The capitalized above-market and below-market lease values are amortized as a reduction of, or addition to, rental income over the term of the leases. Should a tenant vacate, terminate its lease, or otherwise notify us of its intent to do so, the unamortized portion of the lease intangibles would be charged or credited to income as applicable;
• the value of having a lease in place at the acquisition date. We use independent and internal sources for our estimates to determine the respective in-place lease values. Our estimates of value use methods similar to those used by independent appraisers. 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. The
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KITE REALTY GROUP TRUST AND KITE REALTY GROUP, L.P. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
value of in-place leases is amortized to depreciation and amortization expense over the remaining initial terms of the respective leases; and
• the fair value of any assumed financing that is determined to be above- or below-market terms. We use third-party and independent sources for our estimates to determine the respective fair value of each mortgage and other indebtedness, including related derivative instruments, assumed. The fair market value of each is amortized to interest expense over the remaining initial terms of the respective instruments.
We also consider whether there is any value to in-place leases that have a related customer relationship intangible value. Characteristics we consider in determining these values include the nature and extent of existing business relationships with the tenant, growth prospects for developing new business with the tenant, the tenant’s credit quality, and expectations of lease renewals, among other factors. To date, we have not developed a tenant relationship that we consider to have a current intangible value.
Consolidation and Investments in Joint Ventures
The accompanying financial statements are presented on a consolidated basis and include all accounts of the Parent Company, the Operating Partnership, the taxable REIT subsidiaries (“TRSs”) of the Operating Partnership, subsidiaries of the Operating Partnership that are controlled, and any variable interest entities (“VIEs”) in which the Operating Partnership is the primary beneficiary. In general, a VIE is a corporation, partnership, trust or any other legal structure used for business purposes that either (a) has equity investors that do not provide sufficient financial resources for the entity to support its activities, (b) does not have equity investors with voting rights, or (c) has equity investors whose votes are disproportionate from their economics, and substantially all of the activities are conducted on behalf of the investor with disproportionately fewer voting rights.
The Operating Partnership accounts for properties that are owned by joint ventures in accordance with the consolidation guidance by evaluating each joint venture and determining first whether to follow the VIE or the voting interest entity (“VOE”) model. Once the appropriate consolidation model is identified, the Operating Partnership then evaluates whether it should consolidate the joint venture. Under the VIE model, the Operating Partnership consolidates an entity when it has (i) the power to direct the activities of the VIE that most significantly impact the VIE’s economic performance and (ii) the obligation to absorb losses or the right to receive benefits that could potentially be significant to the VIE. Under the VOE model, the Operating Partnership consolidates an entity when (i) it controls the entity through ownership of a majority voting interest if the entity is not a limited partnership or (ii) it controls the entity through its ability to remove the other partners or owners in the entity, at its discretion, when the entity is a limited partnership.
In determining whether to consolidate a VIE with the Operating Partnership, we consider all relationships between the Operating Partnership and the applicable VIE, including development and management agreements and other contractual arrangements, in determining whether we have the power to direct the activities of the VIE that most significantly affect the VIE’s performance. As of December 31, 2024, we owned investments in two consolidated joint ventures that were VIEs in which the partners did not have substantive participating rights, and we were the primary beneficiary. As of December 31, 2024, these consolidated VIEs had mortgage debt totaling $ 109.7 million, which was secured by assets of the VIEs totaling $ 218.0 million. The Operating Partnership guarantees the mortgage debt of these VIEs.
The Operating Partnership is considered a VIE as the limited partners do not hold kick-out rights or substantive participating rights. The Parent Company consolidates the Operating Partnership as it is the primary beneficiary in accordance with the VIE model.
As of December 31, 2024, the Company also owned investments in four unconsolidated joint ventures accounted for under the equity method, which are not considered VIEs, as follows:
Three Property Retail Portfolio Joint Venture
On June 29, 2018, the Company formed a joint venture with Nuveen Real Estate, formerly known as TH Real Estate. The Company sold three properties (Livingston Shopping Center, Plaza Volente and Tamiami Crossing) to the joint venture, valued at $ 99.8 million in the aggregate, and, after considering third-party debt obtained by the joint venture upon formation, the Company contributed $ 10.0 million for a 20 % noncontrolling ownership interest in the joint venture. The Company is the
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KITE REALTY GROUP TRUST AND KITE REALTY GROUP, L.P. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
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. The Company accounts for the joint venture under the equity method as it has the ability to exercise influence but not control over the operating and financial policies of the joint venture.
Embassy Suites at Eddy Street Commons
In December 2017, we formed a joint venture with an unrelated third party to develop and own an Embassy Suites hotel next to Eddy Street Commons, our operating retail property at the University of Notre Dame. We contributed $ 1.4 million of cash to the joint venture in return for a 35 % ownership interest in the joint venture. 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.
Glendale Multifamily Joint Venture
In May 2020, the Company formed a joint venture for the planned development of a multifamily project adjacent to our Glendale Town Center operating retail property in the Indianapolis metropolitan statistical area (“MSA”). The Company contributed land valued at $ 1.6 million to the joint venture and retained a 12 % ownership interest in the joint venture. 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. 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. In addition, the Company received a $ 1.6 million distribution upon the disposition of the property. 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. Both members have substantive participating rights over major decisions that impact the economics and operations of the joint venture. The Company accounts for the joint venture under the equity method as it has the ability to exercise influence but not control over the operating and financial policies of the joint venture.
Buckingham Mixed-Use Joint Venture
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. The Company’s partner is the operating member responsible for the day-to-day management of the property. Both members have substantive participating rights over major decisions that impact the economics and operations of the joint venture. The Company accounts for the joint venture under the equity method as it has the ability to exercise influence but not control over the operating and financial policies of the joint venture.
Cash and Cash Equivalents
We consider all highly liquid investments purchased with an original maturity of 90 days or less to be cash and cash equivalents. From time to time, such investments may temporarily be held in accounts that exceed the Federal Deposit Insurance Corporation (“FDIC”) and the Securities Investor Protection Corporation (“SIPC”) insurance limits. The Company periodically assesses the credit risk associated with these financial institutions and believes the risk of loss is minimal.
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,
2024 2023 2022
Cash and cash equivalents $ 128,056 $ 36,413 $ 115,799
Restricted cash and escrow deposits 5,271 5,017 6,171
Restricted cash associated with investment property held for sale 225 — —
Cash, cash equivalents and restricted cash $ 133,552 $ 41,430 $ 121,970
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KITE REALTY GROUP TRUST AND KITE REALTY GROUP, L.P. AND SUBSIDIARIES
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.
Short-Term Deposits
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”). These short-term deposits earned interest at a weighted average interest rate of 5.34 % with a final maturity date of July 22, 2024. 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.
In August 2024, the Company invested $ 350.0 million in short-term deposits at Goldman Sachs and KeyBank. 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. 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.
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.
• Level 2 fair value inputs are inputs other than quoted prices included in Level 1 that are observable for similar instruments, either directly or indirectly, and appropriately consider counterparty creditworthiness in the valuation.
• Level 3 fair value inputs reflect our best estimate of inputs and assumptions market participants would use in pricing an instrument at the measurement date. The inputs are unobservable in the market and significant to the valuation estimate.
In instances where the determination of the fair value measurement is based 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.
Note 3. “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. Note 4. “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. 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. Note 8. “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. As discussed in Note 9. “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.
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KITE REALTY GROUP TRUST AND KITE REALTY GROUP, L.P. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
Derivative Financial Instruments
The Company accounts for its derivative financial instruments at fair value calculated in accordance with ASC 820, Fair Value Measurements and Disclosures . Gains and losses resulting from changes in the fair value of the derivatives are accounted for depending on the use of the derivative and whether it qualifies for hedge accounting. We use derivative instruments such as interest rate swaps or interest rate locks to mitigate interest rate risk on the related financial instruments.
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. We include the gain or loss on the hedged item in the same account as the offsetting gain or loss on the related derivative contract. As of December 31, 2024 and 2023, all of our derivative financial instruments qualify for hedge accounting.
Revenue Recognition
As a lessor of real estate assets, the Company retains substantially all of the risks and benefits of ownership and accounts for its leases as operating leases.
Contractual minimum base rent, percentage rent, and expense reimbursements from tenants for common area maintenance costs, insurance, and real estate taxes are our principal sources of revenue. Base minimum rents are recognized on a straight-line basis over the terms of the respective leases. Certain lease agreements contain provisions that provide for additional rents based upon a tenant’s sales volume (contingent overage rent). Overage rent is recognized when tenants achieve the specified sales targets as defined in their lease agreements and is included within “Rental income” in the accompanying consolidated statements of operations and comprehensive income. If we determine that collectibility is probable, we recognize income from rentals based on the methodology described above. If we determine that collectibility is not probable, we recognize income only to the extent that cash has been received from the tenant. 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. 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. Although we estimate uncollectible receivables and provide for them through charges against income, actual experience may differ from those estimates.
We recognize the sale of real estate when control transfers to the buyer. As part of our ongoing business strategy, we will, from time to time, sell properties, land parcels and outlots, some of which are ground-leased to tenants. Net gains realized on such sales were $ 4.4 million, $ 1.7 million, and $ 4.5 million for the years ended December 31, 2024, 2023 and 2022, respectively, and are included within “Other property-related revenue” in the accompanying consolidated statements of operations and comprehensive income.
Tenant and Other Receivables and Allowance for Uncollectible Accounts
Tenant receivables consist primarily of billed minimum rent, accrued and billed tenant reimbursements, and accrued straight-line rent. The Company generally does not require specific collateral from its tenants other than corporate or personal guarantees. 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. Accounts are written off when, in the opinion of management, the balance is deemed uncollectible. 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.
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KITE REALTY GROUP TRUST AND KITE REALTY GROUP, L.P. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
Concentration of Credit Risk
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. From time to time, such cash and investments may temporarily be in excess of insurance limits. In addition, our leases with tenants potentially subject us to a concentration of credit risk related to our accounts receivable and revenue.
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:
Texas 26.8 %
Florida 11.0 %
Virginia 7.3 %
Indiana 6.4 %
New York 6.1 %
Income Taxes and REIT Compliance
Parent Company
The Parent Company has been organized and operated, and intends to continue to operate, in a manner that will enable it to maintain its qualification as a REIT for U.S. federal income tax purposes. As a result, it generally will not be subject to U.S. federal income tax on the earnings that it distributes to the extent it distributes its “REIT taxable income” (determined before the deduction for dividends paid and excluding net capital gains) to shareholders of the Parent Company and meets certain other requirements on a recurring basis. To the extent that it satisfies this distribution requirement but distributes less than 100% of its taxable income, it will be subject to U.S. federal income tax on its undistributed REIT taxable income at regular corporate income tax rates. REITs are subject to a number of organizational and operational requirements. If the Parent Company fails to qualify as a REIT in any taxable year, it will be subject to U.S. 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. 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. federal, state, and local taxes on our income and property and to U.S. federal income and excise taxes on our undistributed taxable income even if the Parent Company does qualify as a REIT. 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.
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. 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. 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. Changes in recognition or measurement are reflected in the period in which the change in judgment occurs. 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.
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KITE REALTY GROUP TRUST AND KITE REALTY GROUP, L.P. AND SUBSIDIARIES
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. The taxable information presented for our dividends paid in 2024 is based upon management’s estimate. 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:
Year Ended December 31,
2024 2023 2022
Ordinary income 96.4 % 90.6 % 86.1 %
Return of capital 0.0 % 0.0 % 0.0 %
Capital gains 3.6 % 9.4 % 13.9 %
100.0 % 100.0 % 100.0 %
Operating Partnership
The allocated share of income and loss, other than the operations of our TRSs, is included in the income tax returns of the Operating Partnership’s partners. Accordingly, the only U.S. federal income taxes included in the accompanying consolidated financial statements are in connection with the TRSs.
Noncontrolling Interests
We report the non-redeemable noncontrolling interests in subsidiaries as equity, and the amount of consolidated net income attributable to these noncontrolling interests is set forth separately in the accompanying consolidated financial statements. The following table summarizes the non-redeemable noncontrolling interests in consolidated properties for the years ended December 31, 2024, 2023 and 2022 (in thousands) :
Year Ended December 31,
2024 2023 2022
Noncontrolling interests balance as of January 1, $ 2,430 $ 5,370 $ 5,146
Net income allocable to noncontrolling interests, excluding
redeemable noncontrolling interests
280 256 224
Distributions to noncontrolling interests (1)
( 817 ) ( 3,196 ) —
Noncontrolling interests balance as of December 31, $ 1,893 $ 2,430 $ 5,370
(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
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.
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. As of December 31, 2024, the conditions for exercising the put and call options have been met but neither the Company nor the joint venture partner has exercised their respective options.
The joint venture is considered a VIE primarily because the Company’s joint venture partner does not have substantive kick-out rights or substantive participating rights. The Company is considered the primary beneficiary as it has a controlling financial interest in the joint venture. As such, the Company has consolidated this joint venture and presented the joint venture partner’s interests as noncontrolling interests.
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KITE REALTY GROUP TRUST AND KITE REALTY GROUP, L.P. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
Redeemable Noncontrolling Interests – Limited Partners
Limited Partner Units are redeemable noncontrolling interests in the Operating Partnership. 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. 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.
We allocate net operating results of the Operating Partnership after noncontrolling interests in the consolidated properties based on the partners’ respective weighted average ownership interest. We adjust the redeemable noncontrolling interests in the Operating Partnership at the end of each reporting period to reflect their interests in the Operating Partnership or redemption value. This adjustment is reflected in our shareholders’ and Parent Company’s equity. For the years ended December 31, 2024, 2023 and 2022, the weighted average interests of the Parent Company and the limited partners in the Operating Partnership were as follows:
Year Ended December 31,
2024 2023 2022
Parent Company’s weighted average interest in the Operating Partnership 98.3 % 98.6 % 98.7 %
Limited partners’ weighted average interests in the Operating Partnership 1.7 % 1.4 % 1.3 %
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. 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. The limited partners have the right to redeem Limited Partner Units for cash or, at the Parent Company’s election, common shares of the Parent Company in an amount equal to the market value of an equivalent number of common shares of the Parent Company at the time of redemption. Such common shares must be registered, which is not fully in the Parent Company’s control. 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. 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
Prior to the merger with Inland Diversified Real Estate Trust, Inc. (“Inland Diversified”) in 2014, Inland Diversified formed joint ventures with the previous owners of certain properties and issued Class B units in three joint ventures that indirectly own those properties. As of December 31, 2021, the Class B units related to one of these joint ventures that owned Crossing at Killingly Commons, our multi-tenant retail property in Dayville, Connecticut, were outstanding and accounted for as noncontrolling interests in the remaining venture. In October 2022, the remaining Class B units became redeemable at the partner’s election and the fulfillment of certain redemption criteria for cash or Limited Partner Units in the Operating Partnership. 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.
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KITE REALTY GROUP TRUST AND KITE REALTY GROUP, L.P. AND SUBSIDIARIES
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) :
Year Ended December 31,
2024 2023 2022
Redeemable noncontrolling interests balance as of January 1, $ 73,287 $ 53,967 $ 55,173
Net income allocable to redeemable noncontrolling interests 65 629 258
Distributions declared to redeemable noncontrolling interests ( 3,970 ) ( 3,159 ) ( 2,622 )
Payment for redemption of redeemable noncontrolling interests — — ( 10,070 )
Other, net including adjustments to redemption value 28,692 21,850 11,228
Total limited partners’ interests in the Operating Partnership and other
redeemable noncontrolling interests balance as of December 31,
$ 98,074 $ 73,287 $ 53,967
Limited partners’ interests in the Operating Partnership $ 98,074 $ 73,287 $ 53,967
Other redeemable noncontrolling interests in certain subsidiaries — — —
Total limited partners’ interests in the Operating Partnership and other
redeemable noncontrolling interests balance as of December 31,
$ 98,074 $ 73,287 $ 53,967
Effects of Accounting Pronouncements
Adoption of New Accounting Pronouncements
Effective January 1, 2024, the Company adopted Accounting Standards Update (“ASU”) 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures , on a retrospective basis. 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. The adoption of this pronouncement did not have any effect on the Company’s consolidated financial statements. See Note 11. “Segment Reporting” to the accompanying consolidated financial statements for the Company’s reportable segment disclosures.
Recently Issued Accounting Pronouncements
In November 2024, the FASB issued ASU 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses . 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. 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. The Company is currently evaluating the impact of this guidance on its consolidated financial statements and related disclosures.
SEC Final Rule
In March 2024, the SEC issued a final rule, The Enhancement and Standardization of Climate-Related Disclosures for Investors. 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. 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. In April 2024, the SEC announced a stay of these climate disclosure rules pending judicial review. The Company is continuing to evaluate the impact of this final rule until it becomes effective.
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KITE REALTY GROUP TRUST AND KITE REALTY GROUP, L.P. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
NOTE 3. ACQUISITIONS
Asset Acquisitions
The Company closed on the following asset acquisitions during the years ended December 31, 2024, 2023 and 2022 (dollars in thousands) :
Date Property Name MSA Property Type Square
Footage Acquisition
Price
2024
August 30, 2024 Parkside West Cobb Atlanta Multi-tenant retail 141,627 $ 40,125
2023
September 22, 2023 Prestonwood Place Dallas/Ft. Worth Multi-tenant retail 155,975 $ 81,000
2022
February 16, 2022 Pebble Marketplace Las Vegas Multi-tenant retail 85,796 $ 44,100
April 13, 2022 MacArthur Crossing Dallas/Ft. Worth Two-tenant building 56,077 21,920
July 15, 2022 Palms Plaza Miami Multi-tenant retail 68,976 35,750
210,849 $ 101,770
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. 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.
The following table summarizes the fair value of assets acquired and liabilities assumed for the asset acquisitions completed during the years ended December 31, 2024, 2023 and 2022 (in thousands) :
Year Ended December 31,
2024 2023 2022
Investment properties, net $ 38,080 $ 75,506 $ 99,096
Tenant and other receivables, net 18 — —
Lease-related intangible assets, net (1)
4,607 6,971 5,223
Other assets — — 11
Total acquired assets 42,705 82,477 104,330
Accounts payable and accrued expenses 664 2,823 1,140
Deferred revenue and other liabilities 2,496 1,556 2,855
Total assumed liabilities 3,160 4,379 3,995
Fair value of net assets acquired $ 39,545 $ 78,098 $ 100,335
(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.
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KITE REALTY GROUP TRUST AND KITE REALTY GROUP, L.P. AND SUBSIDIARIES
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
Net rental rate per square foot – Retail Anchors $ 18.75 to $ 19.00
N/A
$ 20.50 to $ 40.00
Net rental rate per square foot – Small Shops $ 20.00 to $ 45.00
$ 30.00 to $ 65.00
$ 24.00 to $ 65.00
Discount rate 8.50 %
8.50 %
5.75 % to 7.25 %
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.
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.
NOTE 4. DISPOSITIONS AND IMPAIRMENT CHARGES
The Company closed on the following dispositions during the years ended December 31, 2024, 2023 and 2022 (dollars in thousands) :
Date Property Name MSA Property Type Square
Footage Sales Price Gain (Loss)
2024
May 31, 2024 Ashland & Roosevelt Chicago Multi-tenant retail 104,176 $ 30,600 $ ( 1,234 )
2023
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
September 11, 2023 Reisterstown Road Plaza Baltimore Multi-tenant retail & office 376,683 48,250 ( 5,773 )
October 24, 2023 Eastside Dallas/Ft. Worth Multi-tenant retail & office 43,640 14,425 —
578,495 $ 142,050 $ 22,601
2022
January 26, 2022 Hamilton Crossing Centre Indianapolis Redevelopment (1)
— $ 6,900 $ 3,168
June 16, 2022 Plaza Del Lago Chicago Multi-tenant retail (2)
100,016 58,650 23,958
October 27, 2022 Lincoln Plaza – Lowe’s Worcester, MA Ground lease interest (3)
— 10,000 ( 57 )
100,016 $ 75,550 $ 27,069
(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.
(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.
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. 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.
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. This property qualified for held-for-sale accounting treatment upon meeting all applicable GAAP criteria as of
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KITE REALTY GROUP TRUST AND KITE REALTY GROUP, L.P. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
June 30, 2024, at which time depreciation and amortization were ceased. 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. No properties qualified for held-for-sale accounting treatment as of December 31, 2023.
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. A shortening of the expected future hold period is considered an impairment indicator; 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. 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. 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. 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. 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. 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. Therefore, the estimated fair value of City Center determined as of June 30, 2024 continues to be a reasonable estimate of value.
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) :
December 31, 2024
Assets
Net investment properties $ 68,991
Tenant and other receivables 1,760
Restricted cash and escrow deposits 225
Deferred costs, net 2,634
Prepaid and other assets 181
Assets associated with investment property held for sale $ 73,791
Liabilities
Accounts payable and accrued expenses $ 544
Deferred revenue and other liabilities 3,465
Liabilities associated with investment property held for sale $ 4,009
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. The Company recorded the asset at the lower of cost or fair value less estimated costs to sell, which was approximately $ 14.1 million. The estimated fair value of Eastside was based upon the expected sales price from an executed sales contract and determined to be a Level 3 input within the fair value hierarchy. Eastside was sold on October 24, 2023 for a gross sales price of $ 14.4 million.
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.
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Notes to Consolidated Financial Statements
NOTE 5. SHARE-BASED COMPENSATION
Overview
The Company’s 2013 Equity Incentive Plan was amended and restated as of May 11, 2022 (the “Equity Plan”) to, among other things, provide for the issuance of up to an additional 3,000,000 common share equivalents of the Company. The Equity Plan authorizes the issuance of share options, share appreciation rights, restricted shares and units, long-term incentive plan units (“LTIP Units”), “appreciation only” LTIP Units (“AO LTIP Units”), performance awards, and other share-based awards to employees and trustees. As of December 31, 2024, there were 4,645,972 common share equivalents available for grant under the Equity Plan. The Company accounts for its share-based compensation in accordance with the fair value recognition provisions provided in ASC 718, Stock Compensation .
During the years ended December 31, 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. 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.
Share Options
Pursuant to the Equity Plan, the Company may periodically grant options to purchase common shares at an exercise price equal to the grant date fair value of the Company’s common shares. Options granted typically vest over a five-year period and expire 10 years from the grant date. The Company issues new common shares upon the exercise of options.
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.
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 . 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:
Number of
Restricted Shares Weighted Average
Grant Date Fair
Value per Share
Restricted shares outstanding as of January 1, 2024 337,077 $ 21.28
Shares granted 256,134 21.20
Shares forfeited ( 32,117 ) 21.11
Shares vested ( 175,858 ) 20.99
Restricted shares outstanding as of December 31, 2024 385,236 $ 21.37
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KITE REALTY GROUP TRUST AND KITE REALTY GROUP, L.P. AND SUBSIDIARIES
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) :
Number of
Restricted Shares Granted Weighted Average
Grant Date Fair
Value per Share Fair Value of
Restricted Shares Vested
2024 256,134 $ 21.20 $ 3,736
2023 229,551 $ 21.45 $ 3,936
2022 206,855 $ 21.15 $ 4,459
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 . We expect to incur approximately $ 3.1 million of this expense in 2025, $ 1.6 million in 2026, and the remainder in 2027.
LTIP Units
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.
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:
Number of
LTIP Units Weighted Average
Grant Date Fair
Value per Unit
LTIP Units outstanding as of January 1, 2024 402,870 $ 15.61
LTIP Units granted 194,136 16.99
LTIP Units vested ( 186,297 ) 15.26
Restricted units outstanding as of December 31, 2024 410,709 $ 16.43
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) :
Number of
LTIP Units Granted Weighted Average
Grant Date Fair
Value per Unit Fair Value of
LTIP Units Vested
2024 194,136 $ 16.99 $ 4,270
2023 163,515 $ 17.45 $ 3,740
2022 138,505 $ 17.07 $ 3,173
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. We expect to incur approximately $ 2.9 million of this expense in 2025, $ 1.3 million in 2026, and the remainder in 2027.
AO LTIP Units
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”). 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.
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KITE REALTY GROUP TRUST AND KITE REALTY GROUP, L.P. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
The AO LTIP Units became exercisable and convertible into vested LTIP Units of the Operating Partnership after they became vested AO LTIP Units. The awards of AO LTIP Units were subject to both time-based and stock price performance-based vesting requirements. 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; 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.
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 . 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. 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 %; (ii) post-merger cash general and administrative expense synergies achieved as of the end of the performance period, which will be weighted at 20 %; and (iii) same property net operating income margin improvement over the performance period, which will be weighted at 20 %. 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.
NOTE 6. DEFERRED COSTS AND INTANGIBLES, NET
Deferred costs consist primarily of acquired lease intangible assets, broker fees and capitalized internal commissions incurred in connection with lease originations. Deferred leasing costs, lease intangibles and similar costs are amortized on a straight-line basis over the terms of the related leases. As of December 31, 2024 and 2023, deferred costs consisted of the following (in thousands) :
December 31, 2024 December 31, 2023
Acquired lease intangible assets $ 357,674 $ 433,771
Deferred leasing costs and other 89,762 74,662
447,436 508,433
Less: accumulated amortization ( 206,589 ) ( 204,262 )
$ 240,847 $ 304,171
Less: deferred costs associated with investment property held for sale ( 2,634 ) —
Deferred costs, net $ 238,213 $ 304,171
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KITE REALTY GROUP TRUST AND KITE REALTY GROUP, L.P. AND SUBSIDIARIES
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) :
Amortization of
above-market leases Amortization of
acquired lease intangible assets Total
2025 $ 6,722 $ 43,502 $ 50,224
2026 4,777 30,030 34,807
2027 3,402 20,561 23,963
2028 2,363 16,167 18,530
2029 1,124 11,128 12,252
Thereafter 1,405 26,882 28,287
Total $ 19,793 $ 148,270 $ 168,063
The amortization of deferred leasing costs, lease intangibles and other is included within “Depreciation and amortization” in the accompanying consolidated statements of operations and comprehensive income. The amortization of above-market lease intangibles is included as a reduction to “Rental income” in the accompanying consolidated statements of operations and comprehensive income. The amounts of such amortization included in the accompanying consolidated statements of operations and comprehensive income are as follows (in thousands) :
Year Ended December 31,
2024 2023 2022
Amortization of deferred leasing costs, lease intangibles and other $ 77,224 $ 107,542 $ 150,245
Amortization of above-market lease intangibles $ 9,479 $ 12,007 $ 13,562
NOTE 7. DEFERRED REVENUE, INTANGIBLES, NET AND OTHER LIABILITIES
Deferred revenue and other liabilities consist of (i) the unamortized fair value of below-market lease liabilities recorded in connection with purchase accounting, (ii) retainage payables for development and redevelopment projects, (iii) tenant rent payments received in advance of the month in which they are due, and (iv) lease liabilities recorded upon adoption of ASU 2016-02, Leases (Topic 842) . The amortization of below-market lease liabilities is recognized as revenue over the remaining life of the leases (including option periods for leases with below-market renewal options) through 2085. Tenant rent payments received in advance are recognized as revenue in the period to which they apply, which is typically the month following their receipt.
As of December 31, 2024 and 2023, deferred revenue, intangibles, net and other liabilities consisted of the following (in thousands) :
December 31, 2024 December 31, 2023
Unamortized in-place lease liabilities $ 142,035 $ 159,449
Retainages payable and other 8,317 9,229
Tenant rents received in advance 32,176 35,339
Lease liabilities 67,037 68,925
$ 249,565 $ 272,942
Less: 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.
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KITE REALTY GROUP TRUST AND KITE REALTY GROUP, L.P. AND SUBSIDIARIES
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) :
2025 $ 14,600
2026 12,110
2027 10,126
2028 9,504
2029 8,294
Thereafter 87,401
Total $ 142,035
NOTE 8. MORTGAGE AND OTHER INDEBTEDNESS
The following table summarizes the Company’s indebtedness as of December 31, 2024 and 2023 (in thousands) :
December 31, 2024 December 31, 2023
Mortgages payable $ 148,185 $ 153,306
Senior unsecured notes 2,380,000 1,829,635
Unsecured term loans 700,000 820,000
Unsecured revolving line of credit — —
3,228,185 2,802,941
Unamortized discounts and premiums, net 22,191 35,765
Unamortized debt issuance costs, net ( 23,446 ) ( 9,504 )
Mortgage and other indebtedness, net $ 3,226,930 $ 2,829,202
Consolidated indebtedness, including weighted average interest rates and weighted average maturities as of December 31, 2024, considering the impact of interest rate swaps, is summarized below (dollars in thousands) :
Amount
Outstanding Ratio Weighted Average
Interest Rate Weighted
Average Years to Maturity
Fixed rate debt (1)
$ 3,058,585 95 % 4.08 % 4.3
Variable rate debt (2)
169,600 5 % 7.64 % 1.7
Debt discounts, premiums and issuance costs, net ( 1,255 ) N/A N/A N/A
Mortgage and other indebtedness, net $ 3,226,930 100 % 4.27 % 4.2
(1) Fixed rate debt includes the portion of variable rate debt that has been hedged by interest rate swaps. As of December 31, 2024, $ 700.0 million in variable rate debt is hedged to a fixed rate for a weighted average of 0.9 years.
(2) Variable rate debt includes the portion of fixed rate debt that has been hedged by interest rate swaps. As of December 31, 2024, $ 155.0 million in fixed rate debt is hedged to a floating rate for a weighted average of 0.7 years.
Mortgages Payable
The following table summarizes the Company’s mortgages payable (dollars in thousands) :
December 31, 2024 December 31, 2023
Balance Weighted Average
Interest Rate Weighted Average Years
to Maturity Balance Weighted Average
Interest Rate Weighted Average Years
to Maturity
Fixed rate mortgages payable (1)
$ 133,585 5.10 % 7.1 $ 136,306 5.09 % 8.1
Variable rate mortgage payable (2)
14,600 6.48 % 1.6 17,000 7.59 % 2.6
Total mortgages payable $ 148,185 $ 153,306
(1) The fixed rate mortgages had interest rates ranging from 3.75 % to 5.73 % as of December 31, 2024 and 2023.
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KITE REALTY GROUP TRUST AND KITE REALTY GROUP, L.P. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
(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. 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. During the year ended December 31, 2024, we made scheduled principal payments of $ 5.1 million related to amortizing loans.
Unsecured Notes
The following table summarizes the Company’s senior unsecured notes and exchangeable senior notes (dollars in thousands) :
December 31, 2024 December 31, 2023
Maturity Date Balance Interest Rate Balance Interest Rate
Senior notes – 4.58 % due 2024
June 30, 2024 $ — — % $ 149,635 4.58 %
Senior notes – 4.00 % due 2025
March 15, 2025 350,000 4.00 % 350,000 4.00 %
Senior notes – SOFR + 3.65 % due 2025 (1)
September 10, 2025 80,000 7.70 % 80,000 9.27 %
Senior notes – 4.08 % due 2026
September 30, 2026 100,000 4.08 % 100,000 4.08 %
Senior notes – 4.00 % due 2026
October 1, 2026 300,000 4.00 % 300,000 4.00 %
Senior exchangeable notes – 0.75 % due 2027
April 1, 2027 175,000 0.75 % 175,000 0.75 %
Senior notes – SOFR + 3.75 % due 2027 (2)
September 10, 2027 75,000 7.80 % 75,000 9.37 %
Senior notes – 4.24 % due 2028
December 28, 2028 100,000 4.24 % 100,000 4.24 %
Senior notes – 4.82 % due 2029
June 28, 2029 100,000 4.82 % 100,000 4.82 %
Senior notes – 4.75 % due 2030
September 15, 2030 400,000 4.75 % 400,000 4.75 %
Senior notes – 4.95 % due 2031
December 15, 2031 350,000 4.95 % — — %
Senior notes – 5.50 % due 2034 (3)
March 1, 2034 350,000 4.60 % — — %
Total senior unsecured notes $ 2,380,000 $ 1,829,635
(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.
(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.
(3) The coupon rate of the Notes Due 2034 (defined below) is 5.50 %; however, as a result of hedging activities, the Company’s interest rate is 4.60 %.
Private Placement Senior Unsecured Notes
In October 2021, in connection with the merger with Retail Properties of America, Inc. (“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. 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. 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”). 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.
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.
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KITE REALTY GROUP TRUST AND KITE REALTY GROUP, L.P. AND SUBSIDIARIES
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. 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
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”). 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. 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.
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”). 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. 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. In addition, the Operating Partnership completed a $ 300.0 million public offering of 4.00 % senior unsecured notes in September 2016 (collectively, the “Public Placement Notes”). The Public Placement Notes require semi-annual interest payments each year until maturity.
The Public Placement Notes are the direct, senior unsecured obligations of the Operating Partnership and rank equally in right of payment with all of its existing and future unsecured and unsubordinated indebtedness. The Operating Partnership may redeem the Public Placement Notes at its option and in its sole discretion, at any time or from time to time, prior to three months prior to the respective maturity date (such date, the “Par Call Date”), at a redemption price equal to 100 % of the principal amount of the applicable Public Placement Notes being redeemed, plus accrued and unpaid interest and a “make-whole” premium calculated in accordance with the indenture. Redemptions on or after the respective Par Call Date are not subject to the addition of a “make-whole” premium.
Exchangeable Senior Notes
In March 2021, the Operating Partnership issued $ 175.0 million aggregate principal amount of 0.75 % exchangeable senior notes maturing in April 2027 (the “Exchangeable Notes”). The Exchangeable Notes are governed by an indenture between the Operating Partnership, the Company and U.S. Bank National Association, as trustee. The Exchangeable Notes were sold in the U.S. only to accredited investors pursuant to an exemption from the Securities Act of 1933, as amended (the “Securities Act”), and subsequently resold to qualified institutional investors pursuant to Rule 144A under the Securities Act. The net proceeds from the offering of the Exchangeable Notes were approximately $ 169.7 million after deducting the underwriting fees and other expenses paid by the Company. The Exchangeable Notes bear interest at a rate of 0.75 % per annum, payable semi-annually in arrears, and will mature on April 1, 2027. 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. 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
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KITE REALTY GROUP TRUST AND KITE REALTY GROUP, L.P. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
approximately 25 % based upon the closing price of $ 20.17 per common share on March 17, 2021. The exchange rate is subject to adjustment upon the occurrence of certain events but will not be adjusted for any accrued and unpaid interest. 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.
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. The Capped Call Transactions are generally expected to reduce the potential dilution to holders of common shares upon exchange of the Exchangeable Notes. 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.
Unsecured Term Loans and Revolving Line of Credit
The following table summarizes the Company’s term loans and revolving line of credit (dollars in thousands) :
December 31, 2024 December 31, 2023
Maturity Date Balance Interest Rate Balance Interest Rate
Unsecured term loan due 2024 – fixed rate (1)
July 17, 2024 $ — — % $ 120,000 2.68 %
Unsecured term loan due 2026 – fixed rate (2)
July 17, 2026 150,000 2.73 % 150,000 2.73 %
Unsecured term loan due 2027 – fixed rate (3)
October 24, 2027 250,000 3.94 % 250,000 5.09 %
Unsecured term loan due 2029 – fixed rate (4)
July 29, 2029 300,000 3.72 % 300,000 3.82 %
Total unsecured term loans $ 700,000 $ 820,000
Unsecured credit facility revolving line of credit –
variable rate (5)
October 3, 2028 $ — 5.64 % $ — 6.58 %
(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. 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.
(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. As of December 31, 2024, the credit spread ranged from 0.75 % to 1.60 % and the applicable credit spread was 0.95 %. As of December 31, 2023, the credit spread ranged from 2.00 % to 2.50 % and the applicable credit spread was 2.10 %. 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.
(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. The applicable credit spread was 1.25 % as of December 31, 2024 and 1.35 % as of December 31, 2023.
(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.
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KITE REALTY GROUP TRUST AND KITE REALTY GROUP, L.P. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
Unsecured Revolving Credit Facility
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”). 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. 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. 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. In accordance with the Credit Agreement, the credit spread set forth in the leverage grid resets quarterly based on the Company’s leverage, as calculated at the previous quarter end. The Company may irrevocably elect to convert to the ratings-based pricing grid at any time. As of December 31, 2024, making such an election would have resulted in a lower interest rate; however, the Company has not made the election to convert to the ratings-based pricing grid. As 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”). 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. 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
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
10/3/2028 1 one-year or 2 six-month
0.075 %
1.05 %– 1.50 %
0.15 %– 0.30 %
0.725 %– 1.40 %
0.125 %– 0.30 %
0.10 %
The Operating Partnership’s ability to borrow under the Credit Agreement is subject to ongoing compliance by the Operating Partnership and its subsidiaries with various restrictive covenants, including with respect to liens, transactions with affiliates, dividends, mergers and asset sales. In addition, the Credit Agreement requires that the Operating Partnership satisfy certain financial covenants, including (i) a maximum leverage ratio; (ii) a minimum fixed charge coverage ratio; (iii) a maximum secured indebtedness ratio; (iv) a maximum unsecured leverage ratio; and (v) a minimum unencumbered interest coverage ratio. As of December 31, 2024, we were in compliance with all such covenants.
The Credit Agreement includes customary representations and warranties, which must continue to be true and correct in all material respects as a condition to future draws under the Revolving Facility. The Credit Agreement also contains customary events of default, the occurrence of which, following any applicable grace period, would permit the lenders to, among other things, declare the principal, accrued interest and other obligations under the Credit Agreement to be immediately due and payable.
Unsecured Term Loans
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 %. 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. The Operating Partnership is permitted to prepay the $ 300 M Term Loan in whole or in part, at any time, without premium or penalty. The Third Amendment to the Credit
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KITE REALTY GROUP TRUST AND KITE REALTY GROUP, L.P. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
Agreement also applied the Leverage Toggle and adjustment to the sustainability-linked pricing provisions to the $ 300 M Term Loan.
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. The Operating Partnership had the option to irrevocably elect to convert to a ratings-based pricing grid at any time. In August 2022, the Operating Partnership made the election to convert to the ratings-based pricing grid. During the year ended December 31, 2024, the Operating Partnership repaid the $ 120 M Term Loan that matured on July 17, 2024. 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. 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. The greenhouse gas emission reduction targets have not been achieved as of December 31, 2024.
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. 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”). 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. 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. 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. 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. The unsecured term loan agreements all rank pari passu with the Operating Partnership’s Revolving Facility and other unsecured indebtedness of the Operating Partnership.
The following table summarizes the key terms of the unsecured term loans as of December 31, 2024 (dollars in thousands) :
Unsecured Term Loans Maturity Date Leverage-Based Pricing
Credit Spread Investment-Grade Pricing
Credit Spread SOFR Adjustment
$ 150,000 unsecured term loan due 2026
7/17/2026 1.20 % – 1.70 %
0.75 % – 1.60 %
0.10 %
$ 250,000 unsecured term loan due 2027
10/24/2027 (1)
N/A 0.75 % – 1.60 %
0.10 %
$ 300,000 unsecured term loan due 2029
7/29/2029 N/A 1.15 % – 2.20 %
0.10 %
(1) The maturity date may be extended by one one-year period at the Operating Partnership’s option, subject to certain conditions.
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KITE REALTY GROUP TRUST AND KITE REALTY GROUP, L.P. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
Debt Issuance Costs
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) :
Year Ended December 31,
2024 2023 2022
Amortization of debt issuance costs $ 4,650 $ 3,609 $ 3,163
Debt Discounts and Premiums
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. 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) :
Year Ended December 31,
2024 2023 2022
Amortization of debt discounts, premiums and hedge instruments $ 13,592 $ 19,503 $ 20,140
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) :
2025 $ 7,486
2026 5,832
2027 4,914
2028 4,904
2029 3,978
Thereafter 484
Total unamortized debt discounts, premiums and hedge instruments $ 27,598
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) :
Unamortized discounts and premiums on mortgages payable, senior unsecured notes and unsecured term loans $ 26,128
Unamortized hedge instruments 1,470
Total unamortized debt discounts, premiums and hedge instruments 27,598
Unamortized hedge instruments (included in accumulated other comprehensive income) ( 1,470 )
Fair value of variable interest rate swaps ( 3,937 )
Unamortized discounts and premiums, net $ 22,191
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KITE REALTY GROUP TRUST AND KITE REALTY GROUP, L.P. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
Debt Maturities
The following table summarizes the scheduled maturities and principal amortization of the Company’s indebtedness as of December 31, 2024 (in thousands) :
Secured Debt
Scheduled
Principal Payments Term
Maturities Unsecured Debt Total
2025 $ 5,248 $ — $ 430,000 $ 435,248
2026 4,581 10,600 550,000 565,181
2027 3,120 — 500,000 503,120
2028 3,757 — 100,000 103,757
2029 4,324 — 400,000 404,324
Thereafter 23,767 92,788 1,100,000 1,216,555
$ 44,797 $ 103,388 $ 3,080,000 $ 3,228,185
Debt discounts, premiums and issuance costs, net ( 1,255 )
Mortgage and other indebtedness, net $ 3,226,930
Other Debt Activity
During the years ended December 31, 2024, 2023 and 2022, we capitalized interest totaling $ 3.9 million, $ 3.7 million, and $ 2.4 million, respectively.
Fair Value of Fixed and Variable Rate Debt
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. 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. 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 %.
NOTE 9. DERIVATIVE INSTRUMENTS, HEDGING ACTIVITIES AND OTHER COMPREHENSIVE INCOME
In order to manage potential future variable interest rate risk, we enter into interest rate derivative agreements from time to time. We do not use interest rate derivative agreements for trading or speculative purposes. 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.
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KITE REALTY GROUP TRUST AND KITE REALTY GROUP, L.P. AND SUBSIDIARIES
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) :
Fair Value Assets (Liabilities) (1)
Type of Hedge Number of Instruments Aggregate Notional Reference Rate Interest Rate Effective Date Maturity Date December 31, 2024 December 31, 2023
Cash Flow Four $ 250,000 SOFR 2.99 % 12/1/2022 10/24/2025 $ 2,307 $ 4,952
Cash Flow Two 100,000 SOFR 2.66 % 8/1/2022 8/1/2025 884 2,415
Cash Flow Two 200,000 SOFR 2.37 % 11/22/2023 8/1/2025 2,101 5,716
Cash Flow Three — SOFR 1.58 % 8/15/2022 7/17/2024 — 2,236
Cash Flow Three 150,000 SOFR 1.68 % 8/15/2022 7/17/2026 5,316 7,744
$ 700,000 $ 10,608 $ 23,063
Fair Value (2)
Two $ 155,000 SOFR SOFR + 3.70 %
4/23/2021 9/10/2025 $ ( 3,937 ) $ ( 9,408 )
Forward-Starting
Cash Flow (3)
Three $ 150,000 SOFR 3.44 % 6/28/2024 6/28/2034 $ — $ ( 700 )
(1) Derivatives in an asset position are included within “Prepaid and other assets” and derivatives in a liability position are included within “Accounts payable and accrued expenses” in the accompanying consolidated balance sheets.
(2) The derivative agreements swap a blended fixed rate of 4.52 % for a blended floating rate of three-month SOFR plus 3.70 %.
(3) The forward-starting interest rate swaps were terminated in conjunction with the issuance of the Notes Due 2034 in January 2024.
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 %. 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.
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. 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. 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. 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. The valuation of these assets and liabilities is determined using widely accepted techniques, including discounted cash flow analysis. These techniques consider the contractual terms of the derivatives (including the period to maturity) and use observable market-based inputs such as interest rate curves and implied volatilities. 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.
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. 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
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KITE REALTY GROUP TRUST AND KITE REALTY GROUP, L.P. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
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. Approximately $ 17.4 million was reclassified as a reduction to interest expense during both of the years ended December 31, 2024 and 2023. 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.
Unrealized gains and losses on our interest rate derivative agreements are the only components of the change in accumulated other comprehensive income.
NOTE 10. LEASE INFORMATION
Rental Income
The Company receives rental income from the leasing of retail and office space. The lease agreements generally provide for certain increases in base rent, reimbursement for certain operating expenses, and may require tenants to pay contingent rent to the extent their sales exceed a defined threshold. Certain tenants have the option in their lease agreement to extend their lease upon the expiration of the contractual term. Variable lease payments are based upon tenant sales information and are recognized once a tenant’s sales volume exceeds a defined threshold. Variable lease payments for 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) :
Year Ended December 31,
2024 2023 2022
Fixed contractual lease payments – operating leases $ 653,537 $ 637,915 $ 615,773
Variable lease payments – operating leases 156,200 151,853 151,304
Bad debt reserve ( 5,356 ) ( 3,459 ) ( 6,027 )
Straight-line rent adjustments 12,742 13,186 17,031
Straight-line rent reserve for uncollectibility ( 653 ) ( 1,374 ) ( 553 )
Amortization of in-place lease liabilities, net 10,078 12,025 4,821
Rental income $ 826,548 $ 810,146 $ 782,349
The weighted-average remaining term of the lease agreements is approximately 5.1 years. During the years ended December 31, 2024, 2023 and 2022, the Company earned overage rent totaling $ 7.1 million, $ 7.5 million, and $ 5.9 million, respectively.
As of December 31, 2024, future minimum rentals to be received under non-cancelable operating leases, excluding variable lease payments and amounts deferred under lease concession agreements, for each of the next five years and thereafter are as follows (in thousands) :
Lease Payments
2025 $ 643,851
2026 597,134
2027 524,291
2028 435,178
2029 332,941
Thereafter 999,811
Total $ 3,533,206
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KITE REALTY GROUP TRUST AND KITE REALTY GROUP, L.P. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
Commitments under Ground Leases
As of December 31, 2024, we are obligated under 12 ground leases for approximately 98 acres of land. Most of these ground leases require fixed annual rent payments. The expiration dates of the remaining initial terms of these ground leases range from 2025 to 2092 with a weighted average remaining term of 33.5 years. Certain of these leases have five - to 10-year extension options ranging in total from 20 to 25 years.
Right-of-use assets are included within “Prepaid and other assets” and lease liabilities are included within “Deferred revenue and other liabilities” in the accompanying consolidated balance sheets.
During the years ended December 31, 2024, 2023 and 2022, the Company incurred ground lease expense on these operating leases of $ 6.3 million, $ 6.2 million, and $ 6.2 million, respectively. The Company made payments of $ 5.2 million, $ 5.2 million, and $ 5.1 million during the years ended December 31, 2024, 2023 and 2022, respectively, which are included within operating cash flows.
As of December 31, 2024, future minimum lease payments due under ground leases for each of the next five years and thereafter are as follows (in thousands) :
Lease Obligations
2025 $ 5,169
2026 5,174
2027 5,219
2028 4,979
2029 4,935
Thereafter 100,709
$ 126,185
Adjustment for discounting ( 59,148 )
Lease liabilities as of December 31, 2024 $ 67,037
NOTE 11. SEGMENT REPORTING
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”).
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. 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. The Company’s CODM, which is its Chief Executive Officer, regularly reviews operating and financial information for each property on an individual basis; therefore, each property represents an individual operating segment. The CODM does not distinguish or group our operations on a geographical or any other basis for purposes of measuring performance and allocating capital. Across our properties, the financial performance, revenue generating activities, and customer base is determined to be economically similar; therefore, all operating segments have been aggregated into one reportable segment.
The CODM measures and evaluates the financial performance of our portfolio of properties and decides how resources are allocated based on net operating income. 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. Net operating income is also used to monitor budget versus actual results in assessing the performance of our properties. 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.
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KITE REALTY GROUP TRUST AND KITE REALTY GROUP, L.P. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
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:
Year Ended December 31,
2024 2023 2022
Revenue:
Minimum rent $ 650,331 $ 642,255 $ 620,847
Tenant reimbursements 174,510 163,877 161,594
Bad debt reserve ( 5,356 ) ( 3,459 ) ( 6,027 )
Other property-related revenue 8,787 6,416 8,756
Overage rent 7,063 7,473 5,935
Total revenue 835,335 816,562 791,105
Expenses:
Property operating – recoverable 96,894 90,180 91,295
Property operating – non-recoverable 15,455 16,348 14,400
Real estate taxes 103,301 101,780 103,759
Total expenses 215,650 208,308 209,454
Net operating income 619,685 608,254 581,651
Other (expense) income:
Other general and administrative expenses ( 52,558 ) ( 56,142 ) ( 54,860 )
Fee income 4,663 4,366 8,539
Impairment charges ( 66,201 ) ( 477 ) —
Depreciation and amortization ( 393,335 ) ( 426,361 ) ( 469,805 )
Merger and acquisition costs — — ( 925 )
Interest expense ( 125,691 ) ( 105,349 ) ( 104,276 )
Equity in (loss) earnings of unconsolidated subsidiaries ( 1,158 ) 33 256
Gain on sale of unconsolidated property, net 2,325 — —
Income tax expense of taxable REIT subsidiaries ( 139 ) ( 533 ) ( 43 )
Loss on extinguishment of debt ( 180 ) — —
Other income, net 17,869 1,991 240
(Loss) gain on sales of operating properties, net ( 864 ) 22,601 27,069
Net income (loss) 4,416 48,383 ( 12,154 )
Net income attributable to noncontrolling interests ( 345 ) ( 885 ) ( 482 )
Net income (loss) attributable to common shareholders $ 4,071 $ 47,498 $ ( 12,636 )
NOTE 12. SHAREHOLDERS’ EQUITY
Distributions
Our Board of Trustees declared a cash distribution of $ 0.27 per common share and Common Unit for the fourth quarter of 2024. This distribution was paid on January 16, 2025 to common shareholders and common unitholders of record as of January 9, 2025.
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.
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KITE REALTY GROUP TRUST AND KITE REALTY GROUP, L.P. AND SUBSIDIARIES
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. 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. 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.
Dividend Reinvestment and Share Purchase Plan
We maintain a dividend reinvestment and share purchase plan that offers shareholders and new investors the option to invest all or a portion of their common share dividends in additional common shares. Participants in this plan are also able to make optional cash investments with certain restrictions.
NOTE 13. EARNINGS PER SHARE OR UNIT
Basic earnings per share or unit is calculated based on the weighted average number of common shares or units outstanding during the period. 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.
Potentially dilutive securities include (i) outstanding options to acquire common shares; (ii) Limited Partner Units, which may be exchanged for either cash or common shares at the Parent Company’s option and under certain circumstances; (iii) AO LTIP Units; (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. 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. 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. 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.
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KITE REALTY GROUP TRUST AND KITE REALTY GROUP, L.P. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
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. 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) :
Year Ended December 31,
2024 2023 2022
Numerator:
Net income (loss) attributable to common shareholders – basic and diluted $ 4,071 $ 47,498 $ ( 12,636 )
Denominator:
Weighted average common shares outstanding – basic 219,614,149 219,344,832 219,074,448
Effect of dilutive securities:
AO LTIP Units 43,331 325,603 —
Deferred common share units 70,016 57,848 —
Exchangeable Notes — — —
Weighted average common shares outstanding – diluted 219,727,496 219,728,283 219,074,448
Net income (loss) per common share – basic $ 0.02 $ 0.22 $ ( 0.06 )
Net income (loss) per common share – diluted $ 0.02 $ 0.22 $ ( 0.06 )
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.
NOTE 14. COMMITMENTS AND CONTINGENCIES
Other Commitments and Contingencies
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. 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. 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. As of December 31, 2024, the outstanding balance of the loans was $ 68.4 million, of which our share was $ 34.2 million.
Legal Proceedings
We are not subject to any material litigation, nor, to management’s knowledge, is any material litigation currently threatened against us. We are parties to routine litigation, claims, and administrative proceedings arising in the ordinary course of business. Management believes that such matters will not have a material adverse impact on our consolidated financial condition, results of operations or cash flows taken as a whole.
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KITE REALTY GROUP TRUST AND KITE REALTY GROUP, L.P. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
NOTE 15. RELATED PARTIES AND RELATED PARTY TRANSACTIONS
Subsidiaries of the Company provide certain management, construction management and other services to a number of entities owned by several members of the Company’s management. During each of the years ended December 31, 2024, 2023 and 2022, we earned less than $ 0.1 million from entities owned by certain members of management.
We reimburse entities owned by certain members of the Company’s management for certain travel and related services. 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.
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”). The Assignee is a wholly owned subsidiary of Circle Block Investor, LLC, the parent company that owns the Conrad Indianapolis hotel, of which Mr. Alvin E. Kite, our Chairman Emeritus and the father of Mr. John A. Kite, is the majority owner, and Mr. John A. Kite, our Chief Executive Officer and Chairman of the Board, and Mr. Thomas K. McGowan, our President and Chief Operating Officer, are minority owners. 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. Kite and Mr. 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. The transaction was approved by a special transaction committee of the independent trustees of the Company (the “Transaction Committee”) as well as the Company’s independent trustees. The Transaction Committee engaged a third-party financial advisor to assist in determining the net value of the Project Rights and Obligations and establishing the Assignment Fee.
NOTE 16. SUBSEQUENT EVENTS
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.
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KITE REALTY GROUP TRUST AND KITE REALTY GROUP, L.P. AND SUBSIDIARIES
Schedule III
Consolidated Real Estate and Accumulated Depreciation
December 31, 2024
(in thousands)
Initial Cost Cost Capitalized
Subsequent to Acquisition/Development Gross Carrying Amount
Close of Period
Name Encumbrances Land Building &
Improvements Land Building &
Improvements Land Building &
Improvements Total Accumulated
Depreciation Year Built /
Renovated Year
Acquired
Operating Properties
12th Street Plaza $ — $ 2,624 $ 10,615 $ — $ 1,898 $ 2,624 $ 12,513 $ 15,137 $ 4,064 1978/2003 2012
54th & College — 2,672 — — — 2,672 — 2,672 — 2008 NA
Arcadia Village — 8,487 11,696 — 537 8,487 12,233 20,720 2,665 1957 2021
Avondale Plaza — 6,723 10,066 — 74 6,723 10,140 16,863 1,863 2005 2021
Bayonne Crossing — 47,809 38,362 — 2,980 47,809 41,342 89,151 13,274 2011 2014
Bayport Commons — 7,005 20,402 — 4,820 7,005 25,222 32,227 11,479 2008 NA
Belle Isle Station — 9,130 40,682 — 8,039 9,130 48,721 57,851 22,670 2000 2015
Bridgewater Marketplace — 3,407 8,411 — 1,737 3,407 10,148 13,555 5,138 2008 NA
Burlington* — — 2,773 — 29 — 2,802 2,802 2,802 1992/2000 2000
Castleton Crossing — 9,761 24,281 — 1,050 9,761 25,331 35,092 8,450 1975 2013
Cedar Park Town Center — 9,032 25,678 — 336 9,032 26,014 35,046 3,433 2013 2021
Centennial Center — 58,960 71,794 — 9,645 58,960 81,439 140,399 43,506 2002 2014
Centennial Gateway — 5,305 48,413 — 1,352 5,305 49,765 55,070 20,401 2005 2014
Central Texas Marketplace — 15,711 29,588 — 3,693 15,711 33,281 48,992 7,019 2004 2021
Centre at Laurel — 6,122 34,643 — 1,079 6,122 35,722 41,844 6,613 2005 2021
Centre Point Commons* — 2,918 22,272 — 916 2,918 23,188 26,106 9,438 2007 2014
Chantilly Crossing — 12,309 17,458 — 1,252 12,309 18,710 31,019 3,433 2004 2021
Chapel Hill Shopping Center* — — 34,653 — 3,147 — 37,800 37,800 16,631 2001 2015
Circle East — 1,188 27,010 — 2,103 1,188 29,113 30,301 3,201 1998/2022 2021
Clearlake Shores Shopping Center — 3,845 6,512 — 912 3,845 7,424 11,269 1,399 2003 2021
Coal Creek Marketplace — 9,397 11,645 — 310 9,397 11,955 21,352 2,682 1991 2021
Cobblestone Plaza — 10,374 43,978 — 3,960 10,374 47,938 58,312 19,296 2011 NA
Colleyville Downs — 5,446 38,134 — 4,211 5,446 42,345 47,791 22,156 2014 2015
Colonial Square — 7,521 18,499 — 3,524 7,521 22,023 29,544 8,258 2010 2014
Colony Square — 20,300 18,310 — 813 20,300 19,123 39,423 5,029 1997 2021
Commons at Temecula — 18,966 44,183 — 545 18,966 44,728 63,694 10,474 1999 2021
Cool Creek Commons — 6,062 12,302 — 7,990 6,062 20,292 26,354 9,543 2005 NA
Cool Springs Market — 12,444 22,383 40 11,606 12,484 33,989 46,473 16,537 1995 2013
Coppell Town Center — 5,052 11,240 — 806 5,052 12,046 17,098 2,655 1999 2021
Coram Plaza — 6,992 22,995 — 552 6,992 23,547 30,539 4,533 2004 2021
Cypress Mill Plaza — 6,320 10,056 — 497 6,320 10,553 16,873 2,150 2004 2021
Davis Towne Crossing — 995 8,939 — 149 995 9,088 10,083 1,751 2003 2021
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KITE REALTY GROUP TRUST AND KITE REALTY GROUP, L.P. AND SUBSIDIARIES
Schedule III
Consolidated Real Estate and Accumulated Depreciation
December 31, 2024
(in thousands)
Initial Cost Cost Capitalized
Subsequent to Acquisition/Development Gross Carrying Amount
Close of Period
Name Encumbrances Land Building &
Improvements Land Building &
Improvements Land Building &
Improvements Total Accumulated
Depreciation Year Built /
Renovated Year
Acquired
Operating Properties (continued)
Delray Marketplace $ 14,600 $ 18,750 $ 84,751 $ 1,284 $ 11,093 $ 20,034 $ 95,844 $ 115,878 $ 35,830 2013 NA
Denton Crossing — 8,257 38,695 — 4,962 8,257 43,657 51,914 8,638 2003 2021
DePauw University Bookstore & Café* — 64 663 — 45 64 708 772 606 2012 NA
Downtown Crown — 25,759 76,631 — 7,197 25,759 83,828 109,587 10,444 2014 2021
Draper Crossing — 9,054 27,063 — 2,541 9,054 29,604 38,658 13,390 2012 2014
Draper Peaks — 11,498 46,748 522 6,611 12,020 53,359 65,379 19,370 2012 2014
East Stone Commons* — 3,766 21,311 — 151 3,766 21,462 25,228 4,058 2005 2021
Eastern Beltway — 23,221 45,548 — 8,961 23,221 54,509 77,730 20,227 1998/2006 2014
Eastgate Crossing — 4,244 58,197 — 6,019 4,244 64,216 68,460 8,979 1958/2007 2020
Eastgate Pavilion — 8,026 18,262 — 3,294 8,026 21,556 29,582 10,816 1995 2004
Eastwood Towne Center — 3,242 55,765 — 6,694 3,242 62,459 65,701 12,736 2002 2021
Eddy Street Commons* — 1,900 48,164 — 6,950 1,900 55,114 57,014 19,316 2009/2022 NA
Edwards Multiplex — 22,583 28,710 — 204 22,583 28,914 51,497 7,366 1997 2021
Estero Town Commons — 7,453 9,902 — 1,442 7,453 11,344 18,797 5,490 2006 NA
Fairgrounds Plaza — 12,690 15,249 — 94 12,690 15,343 28,033 3,025 2002 2021
Fishers Station — 4,966 13,028 — 386 4,966 13,414 18,380 5,424 2018 NA
Fordham Place — 41,993 101,490 — 804 41,993 102,294 144,287 15,235 1920/2009 2021
Fort Evans Plaza II — 14,110 38,711 — 5,506 14,110 44,217 58,327 6,656 2008 2021
Fullerton Metrocenter — 55,794 42,757 — 4,503 55,794 47,260 103,054 10,602 1988 2021
Galvez Shopping Center — 494 4,951 — 250 494 5,201 5,695 1,001 2004 2021
Gardiner Manor Mall — 29,521 19,861 — 7,510 29,521 27,371 56,892 5,299 2000 2021
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
Gateway Station — 10,679 10,527 — 611 10,679 11,138 21,817 2,188 2003 2021
Gateway Village — 32,045 33,359 — 782 32,045 34,141 66,186 7,894 1996 2021
Geist Pavilion — 1,368 7,161 — 2,830 1,368 9,991 11,359 5,383 2006 NA
Gerry Centennial Plaza — 3,448 9,605 — 317 3,448 9,922 13,370 1,891 2006 2021
Glendale Town Center — 1,442 41,558 ( 187 ) 25,608 1,255 67,166 68,421 37,452 1958/2021 1999
Grapevine Crossing — 7,021 11,900 — 1,117 7,021 13,017 20,038 2,873 2001 2021
Green's Corner — 4,716 13,702 — 150 4,716 13,852 18,568 3,097 1997 2021
Greyhound Commons — 2,629 6 — 2,813 2,629 2,819 5,448 874 2005 NA
Gurnee Town Center — 7,348 20,512 — 1,054 7,348 21,566 28,914 4,715 2000 2021
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Schedule III
Consolidated Real Estate and Accumulated Depreciation
December 31, 2024
(in thousands)
Initial Cost Cost Capitalized
Subsequent to Acquisition/Development Gross Carrying Amount
Close of Period
Name Encumbrances Land Building &
Improvements Land Building &
Improvements Land Building &
Improvements Total Accumulated
Depreciation Year Built /
Renovated Year
Acquired
Operating Properties (continued)
Henry Town Center $ — $ 9,353 $ 49,262 $ — $ 2,920 $ 9,353 $ 52,182 $ 61,535 $ 11,213 2002 2021
Heritage Square — 11,373 16,159 — 609 11,373 16,768 28,141 3,786 1985 2021
Heritage Towne Crossing — 5,720 14,738 — 424 5,720 15,162 20,882 3,175 2002 2021
Holly Springs Towne Center — 22,324 93,199 — 8,513 22,324 101,712 124,036 33,498 2013 NA
Home Depot Center* — — 20,122 — 462 — 20,584 20,584 4,420 1996 2021
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
Hunter's Creek Promenade — 8,017 12,289 179 2,015 8,196 14,304 22,500 5,726 1994 2013
Indian River Square — 4,000 5,775 1,100 6,105 5,100 11,880 16,980 4,593 1997/2004 2005
International Speedway Square — 7,157 10,757 — 9,588 7,157 20,345 27,502 13,447 1999 NA
Jefferson Commons — 23,356 19,657 — 2,804 23,356 22,461 45,817 5,081 2005 2021
John's Creek Village — 7,668 39,579 — 1,287 7,668 40,866 48,534 8,044 2004 2021
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
La Plaza Del Norte — 18,113 32,669 — 691 18,113 33,360 51,473 7,656 1996 2021
Lake City Commons — 4,693 11,348 — 692 4,693 12,040 16,733 4,287 2008 2014
Lake Mary Plaza — 1,413 8,537 — 291 1,413 8,828 10,241 3,106 2009 2014
Lake Worth Towne Crossing — 6,228 28,699 — 552 6,228 29,251 35,479 5,563 2005 2021
Lakewood Towne Center — 32,864 30,794 — 3,012 32,864 33,806 66,670 7,518 2002 2021
Lincoln Park — 14,757 39,830 — 1,266 14,757 41,096 55,853 8,902 1997 2021
Lincoln Plaza — 6,239 38,269 — 5,760 6,239 44,029 50,268 9,786 2001 2021
Lithia Crossing — 3,065 6,844 — 4,375 3,065 11,219 14,284 4,112 1994/2003 2011
Lowe's Center — 19,894 — — 70 19,894 70 19,964 2 2005 2021
MacArthur Crossing — 11,190 31,192 — 1,942 11,190 33,134 44,324 5,436 1995 2021
Main Street Promenade — 2,630 60,115 — 1,608 2,630 61,723 64,353 7,591 2003 2021
Manchester Meadows — 10,788 30,107 — 254 10,788 30,361 41,149 8,295 1994 2021
Mansfield Towne Crossing — 2,966 14,229 — 716 2,966 14,945 17,911 2,993 2003 2021
Market Street Village — 9,764 16,360 — 5,609 9,764 21,969 31,733 11,632 1970/2004 2005
Merrifield Town Center — 5,186 41,073 — 1,723 5,186 42,796 47,982 6,566 2008 2021
Merrifield Town Center II — 19,614 23,042 — 159 19,614 23,201 42,815 3,725 1972/2007 2021
Miramar Square — 26,492 30,696 387 10,264 26,879 40,960 67,839 14,099 2008 2014
Mullins Crossing* — 10,582 38,703 — 7,221 10,582 45,924 56,506 18,352 2005 2014
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KITE REALTY GROUP TRUST AND KITE REALTY GROUP, L.P. AND SUBSIDIARIES
Schedule III
Consolidated Real Estate and Accumulated Depreciation
December 31, 2024
(in thousands)
Initial Cost Cost Capitalized
Subsequent to Acquisition/Development Gross Carrying Amount
Close of Period
Name Encumbrances Land Building &
Improvements Land Building &
Improvements Land Building &
Improvements Total Accumulated
Depreciation Year Built /
Renovated Year
Acquired
Operating Properties (continued)
Naperville Marketplace $ — $ 5,364 $ 11,377 $ — $ 281 $ 5,364 $ 11,658 $ 17,022 $ 5,623 2008 NA
New Forest Crossing — 7,175 11,976 — 317 7,175 12,293 19,468 2,667 2003 2021
New Hyde Park Shopping Center — 10,792 9,548 — 607 10,792 10,155 20,947 1,458 1964/2011 2021
Newnan Crossing — 6,616 40,854 — 1,342 6,616 42,196 48,812 10,140 1999 2021
Newton Crossroads — 1,004 10,755 — 243 1,004 10,998 12,002 2,429 1997 2021
Nora Plaza 3,203 3,790 19,508 5,002 32,366 8,792 51,874 60,666 7,536 2004 2019
North Benson Center — 16,632 9,736 — 1,160 16,632 10,896 27,528 2,448 1988 2021
Northcrest Shopping Center — 4,044 33,835 — 2,182 4,044 36,017 40,061 13,537 2008 2014
Northdale Promenade — 1,718 27,242 — ( 38 ) 1,718 27,204 28,922 19,003 2017 NA
Northgate North 21,681 20,063 48,663 — 2,926 20,063 51,589 71,652 11,813 1999 2021
Northpointe Plaza — 15,964 35,248 — 1,252 15,964 36,500 52,464 7,721 1991 2021
Oak Brook Promenade — 6,753 48,592 — 4,593 6,753 53,185 59,938 9,589 2006 2021
Oleander Place* — 847 5,226 — 239 847 5,465 6,312 3,066 2012 2011
One Loudoun Downtown 95,095 74,400 234,310 — 10,449 74,400 244,759 319,159 32,579 2013/2022 2021
Oswego Commons — 5,746 8,135 — 7,267 5,746 15,402 21,148 2,545 2002 2021
Palms Plaza — 12,049 24,324 — 972 12,049 25,296 37,345 4,388 1988/2004 2022
Paradise Valley Marketplace — 6,889 35,761 — 233 6,889 35,994 42,883 7,400 2002 2021
Parkside Town Commons — 21,806 107,057 ( 60 ) 12,137 21,746 119,194 140,940 44,126 2015 N/A
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
Pavilion at King's Grant — 5,086 39,723 — 2,169 5,086 41,892 46,978 9,740 2002 2021
Pebble Marketplace — 7,504 34,329 — 931 7,504 35,260 42,764 3,536 1997 2022
Pelham Manor Shopping Plaza* — — 42,224 — 512 — 42,736 42,736 6,893 2008 2021
Peoria Crossing — 18,879 15,782 — 1,336 18,879 17,118 35,997 3,914 2002 2021
Perimeter Woods — 6,893 27,245 — 5,569 6,893 32,814 39,707 11,453 2008 2014
Pine Ridge Crossing — 5,640 16,291 — 6,444 5,640 22,735 28,375 11,175 1994 2006
Plaza at Cedar Hill — 5,782 31,636 — 17,693 5,782 49,329 55,111 25,247 2000 2004
Plaza at Marysville — 6,710 18,399 — 328 6,710 18,727 25,437 4,280 1995 2021
Pleasant Hill Commons — 3,350 10,064 — ( 183 ) 3,350 9,881 13,231 3,632 2008 2014
Pleasant Run Towne Crossing — 4,465 24,738 — 1,836 4,465 26,574 31,039 5,486 2004 2021
Portofino Shopping Center — 4,721 75,005 — 20,700 4,721 95,705 100,426 45,462 1999 2013
Prestonwood Place — 14,282 61,304 — 403 14,282 61,707 75,989 3,546 1979/2020 2023
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KITE REALTY GROUP TRUST AND KITE REALTY GROUP, L.P. AND SUBSIDIARIES
Schedule III
Consolidated Real Estate and Accumulated Depreciation
December 31, 2024
(in thousands)
Initial Cost Cost Capitalized
Subsequent to Acquisition/Development Gross Carrying Amount
Close of Period
Name Encumbrances Land Building &
Improvements Land Building &
Improvements Land Building &
Improvements Total Accumulated
Depreciation Year Built /
Renovated Year
Acquired
Operating Properties (continued)
Publix at Woodruff $ — $ 1,783 $ 6,285 $ — $ 1,009 $ 1,783 $ 7,294 $ 9,077 $ 5,483 1997 2012
Rampart Commons 5,676 1,136 41,981 — 1,462 1,136 43,443 44,579 19,948 2018 2014
Rangeline Crossing — 1,981 17,459 — 4,213 1,981 21,672 23,653 8,780 1986/2013 NA
Riverchase Plaza — 3,889 10,875 — 1,343 3,889 12,218 16,107 6,418 1991/2001 2006
Rivers Edge — 5,647 28,778 — 3,245 5,647 32,023 37,670 12,395 2011 2008
Rivery Towne Crossing — 5,230 2,207 — 1,075 5,230 3,282 8,512 788 2005 2021
Royal Oaks Village II — 3,462 9,092 — 867 3,462 9,959 13,421 2,090 2004 2021
Sawyer Heights Village — 18,720 19,403 — 558 18,720 19,961 38,681 3,313 2007 2021
Saxon Crossing — 3,764 15,133 — 926 3,764 16,059 19,823 5,899 2009 2014
Shoppes at Hagerstown — 6,796 15,872 — 749 6,796 16,621 23,417 2,726 2008 2021
Shoppes at Plaza Green — 3,749 20,762 — 6,829 3,749 27,591 31,340 10,846 2000 2012
Shoppes at Quarterfield — 4,105 8,706 — 645 4,105 9,351 13,456 1,122 1999/2022 2021
Shoppes of Eastwood — 1,688 8,911 — 1,146 1,688 10,057 11,745 5,705 1997 2013
Shoppes of New Hope — 2,107 10,580 — 154 2,107 10,734 12,841 1,950 2004 2021
Shoppes of Prominence Point — 2,945 11,078 — 556 2,945 11,634 14,579 2,183 2004 2021
Shops at Eagle Creek — 2,121 7,966 — 4,759 2,121 12,725 14,846 6,754 1998 2003
Shops at Forest Commons — 1,616 9,320 — 617 1,616 9,937 11,553 2,056 2002 2021
Shops at Julington Creek — 2,372 7,286 — 381 2,372 7,667 10,039 2,547 2011 2014
Shops at Moore — 6,284 23,561 — 3,205 6,284 26,766 33,050 9,302 2010 2014
Shops at Park Place — 8,042 18,358 — 272 8,042 18,630 26,672 4,192 2001 2021
Silver Springs Pointe — 7,580 4,947 — 562 7,580 5,509 13,089 2,628 2001 2014
Southlake Corners — 7,998 16,556 — 370 7,998 16,926 24,924 4,057 2004 2021
Southlake Town Square — 19,534 321,502 — 21,640 19,534 343,142 362,676 74,304 1998 2021
Stilesboro Oaks — 3,712 11,270 — 126 3,712 11,396 15,108 2,530 1997 2021
Stonebridge Plaza — 1,923 7,917 — 197 1,923 8,114 10,037 1,758 1997 2021
Stoney Creek Commons — 628 3,657 — 6,162 628 9,819 10,447 6,039 2000 NA
Sunland Towne Centre — 14,774 22,233 — 6,087 14,774 28,320 43,094 14,781 1996 2004
Tacoma South — 30,058 3,308 — 1,247 30,058 4,555 34,613 862 1984 2021
Target South Center — 2,581 9,553 — 136 2,581 9,689 12,270 2,143 1999 2021
Tarpon Bay Plaza — 3,855 23,796 — 3,161 3,855 26,957 30,812 11,910 2007 NA
The Brickyard — 29,389 19,182 — 5,418 29,389 24,600 53,989 5,067 1977/2004 2021
The Corner — 3,772 23,437 — 280 3,772 23,717 27,489 7,477 2008 2014
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Schedule III
Consolidated Real Estate and Accumulated Depreciation
December 31, 2024
(in thousands)
Initial Cost Cost Capitalized
Subsequent to Acquisition/Development Gross Carrying Amount
Close of Period
Name Encumbrances Land Building &
Improvements Land Building &
Improvements Land Building &
Improvements Total Accumulated
Depreciation Year Built /
Renovated Year
Acquired
Operating Properties (continued)
The Landing at Tradition $ — $ 17,605 $ 45,907 $ — $ 24,621 $ 17,605 $ 70,528 $ 88,133 $ 20,208 2007 2014
The Shoppes at Union Hill 7,930 9,876 46,234 — 1,633 9,876 47,867 57,743 9,260 2003 2021
The Shops at Legacy — 14,864 118,670 — 13,913 14,864 132,583 147,447 26,045 2002 2021
Tollgate Marketplace — 11,963 65,350 — 14,268 11,963 79,618 91,581 15,921 1979/1994 2021
Toringdon Market — 5,448 9,325 — 1,026 5,448 10,351 15,799 4,368 2004 2013
Towson Square — 1,412 27,108 — 41 1,412 27,149 28,561 4,213 2014 2021
Traders Point — 11,135 42,152 — 3,216 11,135 45,368 56,503 27,761 2005 NA
Tradition Village Center — 3,140 14,607 — 1,472 3,140 16,079 19,219 6,508 2006 2014
Tysons Corner — 13,334 10,407 — 140 13,334 10,547 23,881 1,502 1980/2013 2021
Village Shoppes at Simonton — 1,627 11,638 — 128 1,627 11,766 13,393 2,207 2004 2021
Walter's Crossing — 13,056 20,656 — 4,251 13,056 24,907 37,963 4,359 2005 2021
Watauga Pavilion — 5,511 23,936 — 247 5,511 24,183 29,694 4,736 2003 2021
Waterford Lakes Village — 2,317 1,873 — 11,464 2,317 13,337 15,654 2,034 1997 2004
Waxahachie Crossing — 1,411 15,698 — ( 257 ) 1,411 15,441 16,852 5,211 2010 2014
Westbury Center — 4,540 12,866 — 142 4,540 13,008 17,548 2,702 2000 2021
Winchester Commons — 2,119 9,325 — 35 2,119 9,360 11,479 2,094 1999 2021
Woodinville Plaza — 24,722 30,014 — 1,286 24,722 31,300 56,022 7,078 1981 2021
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
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Schedule III
Consolidated Real Estate and Accumulated Depreciation
December 31, 2024
(in thousands)
Initial Cost Cost Capitalized
Subsequent to Acquisition/Development Gross Carrying Amount
Close of Period
Name Encumbrances Land Building &
Improvements Land Building &
Improvements Land Building &
Improvements Total Accumulated
Depreciation Year Built /
Renovated Year
Acquired
Office and Other Properties
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
Union Station Parking Garage — 904 2,310 — 2,281 904 4,591 5,495 2,402 1986 2001
Total Office Properties — 3,428 44,835 — 32,973 3,428 77,808 81,236 22,254
Development and Redevelopment Projects
Carillon — 27,358 5,052 — 4,329 27,358 9,381 36,739 941 2004 2021
Hamilton Crossing Centre — 3,514 2,017 ( 19 ) 858 3,495 2,875 6,370 — N/A N/A
One Loudoun – Uptown — 88,514 — ( 88 ) 2,706 88,426 2,706 91,132 — N/A 2021
The Corner – IN — — — — — — — — — N/A N/A
Total Development and Redevelopment Projects — 119,386 7,069 ( 107 ) 7,893 119,279 14,962 134,241 941
Other **
Bridgewater Marketplace — 855 — — — 855 — 855 — N/A N/A
KRG Development — — — — — — — — — N/A N/A
KRG New Hill — 1,092 — 105 — 1,197 — 1,197 — N/A N/A
KRG Peakway — — — — — — — — — N/A N/A
Total Other — 1,947 — 105 — 2,052 — 2,052 —
Line of credit/Term loans/Unsecured notes 3,080,000 — — — — — — — — N/A N/A
Grand Total $ 3,228,185 $ 1,924,936 $ 5,072,788 $ 8,265 $ 628,202 $ 1,933,201 $ 5,700,990 $ 7,634,191 $ 1,587,661
* This property or a portion of the property is subject to a ground lease for the land.
** This category generally includes land held for development. We also have certain additional land parcels at our development and operating properties, which amounts are included elsewhere in this table.
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Table of Contents
KITE REALTY GROUP TRUST AND KITE REALTY GROUP, L.P. AND SUBSIDIARIES
Notes to Schedule III
Consolidated Real Estate and Accumulated Depreciation
(dollars in thousands)
NOTE 1. RECONCILIATION OF INVESTMENT PROPERTIES
The changes in investment properties for the years ended December 31, 2024, 2023 and 2022 are as follows:
Year Ended December 31,
2024 2023 2022
Balance as of January 1, $ 7,740,061 $ 7,732,573 $ 7,584,735
Acquisitions related to the RPAI merger — — ( 16,672 )
Acquisitions 38,101 75,587 99,064
Property held for sale ( 105,828 ) — —
Improvements 139,895 140,654 152,165
Impairment of property ( 101,678 ) — —
Disposals ( 76,360 ) ( 208,753 ) ( 86,719 )
Balance as of December 31, $ 7,634,191 $ 7,740,061 $ 7,732,573
The unaudited aggregate cost of investment properties for U.S. federal income tax purposes as of December 31, 2024 was approximately $ 8.2 billion.
NOTE 2. RECONCILIATION OF ACCUMULATED DEPRECIATION
The changes in accumulated depreciation for the years ended December 31, 2024, 2023 and 2022 are as follows:
Year Ended December 31,
2024 2023 2022
Balance as of January 1, $ 1,381,770 $ 1,161,148 $ 879,306
Depreciation expense 314,632 317,593 318,809
Property held for sale ( 1,360 ) — —
Impairment of property ( 35,477 ) — —
Disposals ( 71,904 ) ( 96,971 ) ( 36,967 )
Balance as of December 31, $ 1,587,661 $ 1,381,770 $ 1,161,148
Depreciation of investment properties reflected in the accompanying consolidated statements of operations and comprehensive income is calculated over the estimated original lives of the assets as follows:
Buildings 20 – 35 years
Building improvements 10 – 35 years
Tenant improvements Term of related lease
Furniture and fixtures 5 – 10 years
All other schedules have been omitted because they are inapplicable, not required or the information is included elsewhere in the accompanying consolidated financial statements or notes thereto.
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