Item 1. Financial Statements
ITEM 1. FINANCIAL STATEMENTS
KITE REALTY GROUP TRUST
Consolidated Balance Sheets
(Unaudited)
(in thousands, except share and per share data)
June 30,
2025 December 31,
2024
Assets:
Investment properties, at cost $ 7,423,024 $ 7,634,191
Less: accumulated depreciation ( 1,661,279 ) ( 1,587,661 )
Net investment properties 5,761,745 6,046,530
Cash and cash equivalents 182,044 128,056
Tenant and other receivables, including accrued straight-line rent of $ 69,042
and $ 67,377 , respectively
125,289 125,768
Restricted cash and escrow deposits 5,566 5,271
Deferred costs, net 208,683 238,213
Short-term deposits — 350,000
Prepaid and other assets 96,278 104,627
Investments in unconsolidated subsidiaries 390,827 19,511
Assets associated with investment properties held for sale 87,908 73,791
Total assets $ 6,858,340 $ 7,091,767
Liabilities and Equity:
Liabilities:
Mortgage and other indebtedness, net $ 3,022,496 $ 3,226,930
Accounts payable and accrued expenses 180,564 202,651
Deferred revenue and other liabilities 227,807 246,100
Liabilities associated with investment properties held for sale 4,949 4,009
Total liabilities 3,435,816 3,679,690
Commitments and contingencies
Limited Partners’ interests in the Operating Partnership 102,891 98,074
Equity:
Common shares, $ 0.01 par value, 490,000,000 shares authorized,
219,858,193 and 219,667,067 shares issued and outstanding at
June 30, 2025 and December 31, 2024, respectively
2,198 2,197
Additional paid-in capital 4,867,036 4,868,554
Accumulated other comprehensive income 28,397 36,612
Accumulated deficit ( 1,579,915 ) ( 1,595,253 )
Total shareholders’ equity 3,317,716 3,312,110
Noncontrolling interests 1,917 1,893
Total equity 3,319,633 3,314,003
Total liabilities and equity $ 6,858,340 $ 7,091,767
The accompanying notes are an integral part of these consolidated financial statements.
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KITE REALTY GROUP TRUST
Consolidated Statements of Operations and Comprehensive Income (Loss)
(Unaudited)
(in thousands, except share and per share data)
Three Months Ended June 30, Six Months Ended June 30,
2025 2024 2025 2024
Revenue:
Rental income $ 211,182 $ 205,836 $ 430,354 $ 411,649
Other property-related revenue 1,360 3,146 3,525 4,457
Fee income 853 3,452 1,278 3,767
Total revenue 213,395 212,434 435,157 419,873
Expenses:
Property operating 28,881 28,564 58,707 56,645
Real estate taxes 26,651 26,493 54,412 53,027
General, administrative and other 13,390 12,966 25,648 25,750
Depreciation and amortization 97,887 99,291 196,118 199,670
Impairment charges — 66,201 — 66,201
Total expenses 166,809 233,515 334,885 401,293
Other (expense) income:
Interest expense ( 34,052 ) ( 30,981 ) ( 67,006 ) ( 61,345 )
Income tax expense of taxable REIT subsidiaries ( 199 ) ( 132 ) ( 209 ) ( 290 )
Gain (loss) on sales of operating properties, net 103,022 ( 1,230 ) 103,113 ( 1,466 )
Equity in loss of unconsolidated subsidiaries ( 3,238 ) ( 174 ) ( 3,845 ) ( 594 )
Gain on sale of unconsolidated property, net — — — 2,325
Other income, net 480 4,295 4,538 7,923
Net income (loss) 112,599 ( 49,303 ) 136,863 ( 34,867 )
Net (income) loss attributable to noncontrolling interests ( 2,281 ) 665 ( 2,815 ) 385
Net income (loss) attributable to common shareholders $ 110,318 $ ( 48,638 ) $ 134,048 $ ( 34,482 )
Net income (loss) per common share – basic and diluted $ 0.50 $ ( 0.22 ) $ 0.61 $ ( 0.16 )
Weighted average common shares outstanding – basic 219,835,322 219,622,059 219,775,829 219,561,586
Weighted average common shares outstanding – diluted 219,949,868 219,622,059 219,888,939 219,561,586
Net income (loss) $ 112,599 $ ( 49,303 ) $ 136,863 $ ( 34,867 )
Change in fair value of derivatives ( 3,991 ) ( 4,708 ) ( 8,271 ) ( 2,166 )
Total comprehensive income (loss) 108,608 ( 54,011 ) 128,592 ( 37,033 )
Comprehensive (income) loss attributable to noncontrolling
interests
( 2,200 ) 737 ( 2,759 ) 372
Comprehensive income (loss) attributable to the Company $ 106,408 $ ( 53,274 ) $ 125,833 $ ( 36,661 )
The accompanying notes are an integral part of these consolidated financial statements.
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KITE REALTY GROUP TRUST
Consolidated Statements of Shareholders’ Equity
(Unaudited)
(in thousands, except share data)
Common Shares Additional
Paid-in Capital Accumulated
Other
Comprehensive
Income (Loss) Accumulated
Deficit Total
Shares Amount
Balance at December 31, 2024 219,667,067 $ 2,197 $ 4,868,554 $ 36,612 $ ( 1,595,253 ) $ 3,312,110
Stock compensation activity 145,233 1 1,449 — — 1,450
Other comprehensive loss — — — ( 4,305 ) — ( 4,305 )
Distributions to common shareholders — — — — ( 59,349 ) ( 59,349 )
Net income attributable to common
shareholders
— — — — 23,730 23,730
Adjustment to redeemable noncontrolling
interests
— — ( 5,683 ) — — ( 5,683 )
Balance at March 31, 2025 219,812,300 $ 2,198 $ 4,864,320 $ 32,307 $ ( 1,630,872 ) $ 3,267,953
Stock compensation activity 45,893 — 3,178 — — 3,178
Other comprehensive loss — — — ( 3,910 ) — ( 3,910 )
Distributions to common shareholders — — — — ( 59,361 ) ( 59,361 )
Net income attributable to common
shareholders
— — — — 110,318 110,318
Adjustment to redeemable noncontrolling
interests
— — ( 462 ) — — ( 462 )
Balance at June 30, 2025 219,858,193 $ 2,198 $ 4,867,036 $ 28,397 $ ( 1,579,915 ) $ 3,317,716
Balance at December 31, 2023 219,448,429 $ 2,194 $ 4,886,592 $ 52,435 $ ( 1,373,083 ) $ 3,568,138
Stock compensation activity 155,433 2 1,991 — — 1,993
Other comprehensive income — — — 2,456 — 2,456
Distributions to common shareholders — — — — ( 54,901 ) ( 54,901 )
Net income attributable to common
shareholders
— — — — 14,156 14,156
Adjustment to redeemable noncontrolling
interests
— — ( 1,010 ) — — ( 1,010 )
Balance at March 31, 2024 219,603,862 $ 2,196 $ 4,887,573 $ 54,891 $ ( 1,413,828 ) $ 3,530,832
Stock compensation activity 51,091 1 3,077 — — 3,078
Other comprehensive loss — — — ( 4,636 ) — ( 4,636 )
Distributions to common shareholders — — — — ( 54,917 ) ( 54,917 )
Net loss attributable to common shareholders — — — — ( 48,638 ) ( 48,638 )
Adjustment to redeemable noncontrolling
interests
— — ( 4,118 ) — — ( 4,118 )
Balance at June 30, 2024 219,654,953 $ 2,197 $ 4,886,532 $ 50,255 $ ( 1,517,383 ) $ 3,421,601
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
(Unaudited)
(in thousands)
Six Months Ended June 30,
2025 2024
Cash flows from operating activities:
Net income (loss) $ 136,863 $ ( 34,867 )
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Depreciation and amortization 199,451 201,586
(Gain) loss on sales of operating properties, net ( 103,113 ) 1,466
Gain on sale of unconsolidated property, net — ( 2,325 )
Impairment charges — 66,201
Straight-line rent ( 5,074 ) ( 6,780 )
Compensation expense for equity awards 5,220 5,386
Amortization of debt fair value adjustments ( 3,551 ) ( 6,463 )
Amortization of in-place lease liabilities ( 5,107 ) ( 4,656 )
Equity in loss of unconsolidated joint ventures 3,845 594
Changes in assets and liabilities:
Tenant receivables 1,712 ( 3,157 )
Deferred costs and other assets ( 9,910 ) ( 9,831 )
Accounts payable, accrued expenses, deferred revenue and other liabilities ( 13,442 ) ( 11,468 )
Net cash provided by operating activities 206,894 195,686
Cash flows from investing activities:
Acquisitions of interests in properties ( 67,854 ) —
Capital expenditures ( 83,290 ) ( 69,937 )
Net proceeds from sales of land — 4,855
Net proceeds from sales of operating properties 232,523 29,809
Investments in unconsolidated subsidiaries ( 253,924 ) —
Investment in short-term deposits — ( 265,000 )
Proceeds from short-term deposits 350,000 145,000
Distributions from unconsolidated joint ventures 2,780 1,618
Capital contributions to unconsolidated joint ventures ( 2,205 ) ( 946 )
Net cash provided by (used in) investing activities 178,030 ( 154,601 )
Cash flows from financing activities:
Proceeds from issuance of common shares, net 36 37
Repurchases of common shares upon the vesting of restricted shares ( 1,171 ) ( 867 )
Debt and equity issuance costs ( 2,893 ) ( 3,640 )
Loan proceeds 696,539 385,345
Loan payments ( 900,608 ) ( 192,180 )
Distributions paid – common shareholders ( 118,659 ) ( 109,763 )
Distributions paid – redeemable noncontrolling interests ( 3,758 ) ( 1,760 )
Distributions to noncontrolling interests ( 127 ) ( 692 )
Net cash (used in) provided by financing activities ( 330,641 ) 76,480
Net change in cash, cash equivalents and restricted cash 54,283 117,565
Cash, cash equivalents and restricted cash, beginning of period 133,552 41,430
Cash, cash equivalents and restricted cash, end of period $ 187,835 $ 158,995
Non-cash investing and financing activities:
Accrued capital expenditures and tenant improvements $ 2,697 $ 6,973
Contribution of real estate and working capital in exchange for equity investment in unconsolidated joint venture $ 122,622 $ —
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
(Unaudited)
(in thousands, except unit data)
June 30,
2025 December 31,
2024
Assets:
Investment properties, at cost $ 7,423,024 $ 7,634,191
Less: accumulated depreciation ( 1,661,279 ) ( 1,587,661 )
Net investment properties 5,761,745 6,046,530
Cash and cash equivalents 182,044 128,056
Tenant and other receivables, including accrued straight-line rent of $ 69,042
and $ 67,377 , respectively
125,289 125,768
Restricted cash and escrow deposits 5,566 5,271
Deferred costs, net 208,683 238,213
Short-term deposits — 350,000
Prepaid and other assets 96,278 104,627
Investments in unconsolidated subsidiaries 390,827 19,511
Assets associated with investment properties held for sale 87,908 73,791
Total assets $ 6,858,340 $ 7,091,767
Liabilities and Equity:
Liabilities:
Mortgage and other indebtedness, net $ 3,022,496 $ 3,226,930
Accounts payable and accrued expenses 180,564 202,651
Deferred revenue and other liabilities 227,807 246,100
Liabilities associated with investment properties held for sale 4,949 4,009
Total liabilities 3,435,816 3,679,690
Commitments and contingencies
Limited Partners’ interests in the Operating Partnership 102,891 98,074
Partners’ Equity:
Common equity, 219,858,193 and 219,667,067 units issued and outstanding
at June 30, 2025 and December 31, 2024, respectively
3,289,319 3,275,498
Accumulated other comprehensive income 28,397 36,612
Total Partners’ equity 3,317,716 3,312,110
Noncontrolling interests 1,917 1,893
Total equity 3,319,633 3,314,003
Total liabilities and equity $ 6,858,340 $ 7,091,767
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 (Loss)
(Unaudited)
(in thousands, except unit and per unit data)
Three Months Ended June 30, Six Months Ended June 30,
2025 2024 2025 2024
Revenue:
Rental income $ 211,182 $ 205,836 $ 430,354 $ 411,649
Other property-related revenue 1,360 3,146 3,525 4,457
Fee income 853 3,452 1,278 3,767
Total revenue 213,395 212,434 435,157 419,873
Expenses:
Property operating 28,881 28,564 58,707 56,645
Real estate taxes 26,651 26,493 54,412 53,027
General, administrative and other 13,390 12,966 25,648 25,750
Depreciation and amortization 97,887 99,291 196,118 199,670
Impairment charges — 66,201 — 66,201
Total expenses 166,809 233,515 334,885 401,293
Other (expense) income:
Interest expense ( 34,052 ) ( 30,981 ) ( 67,006 ) ( 61,345 )
Income tax expense of taxable REIT subsidiaries ( 199 ) ( 132 ) ( 209 ) ( 290 )
Gain (loss) on sales of operating properties, net 103,022 ( 1,230 ) 103,113 ( 1,466 )
Equity in loss of unconsolidated subsidiaries ( 3,238 ) ( 174 ) ( 3,845 ) ( 594 )
Gain on sale of unconsolidated property, net — — — 2,325
Other income, net 480 4,295 4,538 7,923
Net income (loss) 112,599 ( 49,303 ) 136,863 ( 34,867 )
Net income attributable to noncontrolling interests ( 81 ) ( 74 ) ( 151 ) ( 141 )
Net income (loss) attributable to common unitholders $ 112,518 $ ( 49,377 ) $ 136,712 $ ( 35,008 )
Allocation of net income (loss):
Limited Partners $ 2,200 $ ( 739 ) $ 2,664 $ ( 526 )
Parent Company 110,318 ( 48,638 ) 134,048 ( 34,482 )
$ 112,518 $ ( 49,377 ) $ 136,712 $ ( 35,008 )
Net income (loss) per common unit – basic and diluted $ 0.50 $ ( 0.22 ) $ 0.61 $ ( 0.16 )
Weighted average common units outstanding – basic 224,684,910 223,329,063 224,451,187 223,219,523
Weighted average common units outstanding – diluted 224,799,456 223,329,063 224,564,297 223,219,523
Net income (loss) $ 112,599 $ ( 49,303 ) $ 136,863 $ ( 34,867 )
Change in fair value of derivatives ( 3,991 ) ( 4,708 ) ( 8,271 ) ( 2,166 )
Total comprehensive income (loss) 108,608 ( 54,011 ) 128,592 ( 37,033 )
Comprehensive income attributable to noncontrolling
interests
( 81 ) ( 74 ) ( 151 ) ( 141 )
Comprehensive income (loss) attributable to common
unitholders
$ 108,527 $ ( 54,085 ) $ 128,441 $ ( 37,174 )
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 Partners’ Equity
(Unaudited)
(in thousands)
General Partner Total
Common
Equity Accumulated
Other
Comprehensive
Income (Loss)
Balance at December 31, 2024 $ 3,275,498 $ 36,612 $ 3,312,110
Stock compensation activity 1,450 — 1,450
Other comprehensive loss attributable to Parent Company — ( 4,305 ) ( 4,305 )
Distributions to Parent Company ( 59,349 ) — ( 59,349 )
Net income attributable to Parent Company 23,730 — 23,730
Adjustment to redeemable noncontrolling interests ( 5,683 ) — ( 5,683 )
Balance at March 31, 2025 $ 3,235,646 $ 32,307 $ 3,267,953
Stock compensation activity 3,178 — 3,178
Other comprehensive loss attributable to Parent Company — ( 3,910 ) ( 3,910 )
Distributions to Parent Company ( 59,361 ) — ( 59,361 )
Net income attributable to Parent Company 110,318 — 110,318
Adjustment to redeemable noncontrolling interests ( 462 ) — ( 462 )
Balance at June 30, 2025 $ 3,289,319 $ 28,397 $ 3,317,716
Balance at December 31, 2023 $ 3,515,703 $ 52,435 $ 3,568,138
Stock compensation activity 1,993 — 1,993
Other comprehensive income attributable to Parent Company — 2,456 2,456
Distributions to Parent Company ( 54,901 ) — ( 54,901 )
Net income attributable to Parent Company 14,156 — 14,156
Adjustment to redeemable noncontrolling interests ( 1,010 ) — ( 1,010 )
Balance at March 31, 2024 $ 3,475,941 $ 54,891 $ 3,530,832
Stock compensation activity 3,078 — 3,078
Other comprehensive loss attributable to Parent Company — ( 4,636 ) ( 4,636 )
Distributions to Parent Company ( 54,917 ) — ( 54,917 )
Net loss attributable to Parent Company ( 48,638 ) — ( 48,638 )
Adjustment to redeemable noncontrolling interests ( 4,118 ) — ( 4,118 )
Balance at June 30, 2024 $ 3,371,346 $ 50,255 $ 3,421,601
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
(Unaudited)
(in thousands)
Six Months Ended June 30,
2025 2024
Cash flows from operating activities:
Net income (loss) $ 136,863 $ ( 34,867 )
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Depreciation and amortization 199,451 201,586
(Gain) loss on sales of operating properties, net ( 103,113 ) 1,466
Gain on sale of unconsolidated property, net — ( 2,325 )
Impairment charges — 66,201
Straight-line rent ( 5,074 ) ( 6,780 )
Compensation expense for equity awards 5,220 5,386
Amortization of debt fair value adjustments ( 3,551 ) ( 6,463 )
Amortization of in-place lease liabilities ( 5,107 ) ( 4,656 )
Equity in loss of unconsolidated joint ventures 3,845 594
Changes in assets and liabilities:
Tenant receivables 1,712 ( 3,157 )
Deferred costs and other assets ( 9,910 ) ( 9,831 )
Accounts payable, accrued expenses, deferred revenue and other liabilities ( 13,442 ) ( 11,468 )
Net cash provided by operating activities 206,894 195,686
Cash flows from investing activities:
Acquisition of interests in properties ( 67,854 ) —
Capital expenditures ( 83,290 ) ( 69,937 )
Net proceeds from sales of land — 4,855
Net proceeds from sales of operating properties 232,523 29,809
Investments in unconsolidated subsidiaries ( 253,924 ) —
Investment in short-term deposits — ( 265,000 )
Proceeds from short-term deposits 350,000 145,000
Distributions from unconsolidated joint ventures 2,780 1,618
Capital contributions to unconsolidated joint ventures ( 2,205 ) ( 946 )
Net cash provided by (used in) investing activities 178,030 ( 154,601 )
Cash flows from financing activities:
Contributions from the General Partner 36 37
Repurchases of common shares upon the vesting of restricted shares ( 1,171 ) ( 867 )
Debt and equity issuance costs ( 2,893 ) ( 3,640 )
Loan proceeds 696,539 385,345
Loan payments ( 900,608 ) ( 192,180 )
Distributions paid – common unitholders ( 118,659 ) ( 109,763 )
Distributions paid – redeemable noncontrolling interests ( 3,758 ) ( 1,760 )
Distributions to noncontrolling interests ( 127 ) ( 692 )
Net cash (used in) provided by financing activities ( 330,641 ) 76,480
Net change in cash, cash equivalents and restricted cash 54,283 117,565
Cash, cash equivalents and restricted cash, beginning of period 133,552 41,430
Cash, cash equivalents and restricted cash, end of period $ 187,835 $ 158,995
Non-cash investing and financing activities:
Accrued capital expenditures and tenant improvements $ 2,697 $ 6,973
Contribution of real estate and working capital in exchange for equity investment in unconsolidated joint venture $ 122,622 $ —
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 (Unaudited)
June 30, 2025
(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 “Code”).
The Parent Company is the sole general partner of the Operating Partnership and, as of June 30, 2025, owned approximately 97.8 % of the common partnership interests in the Operating Partnership (the “General Partner Units”). The remaining 2.2 % 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 are operated 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 unaudited consolidated financial statements have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”). Certain information and footnote disclosures normally included in the financial statements prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) may have been condensed or omitted pursuant to such rules and regulations, although management believes that the disclosures are adequate to make the presentation not misleading. The unaudited consolidated financial statements as of June 30, 2025 and for the three and six months ended June 30, 2025 and 2024 include all adjustments, consisting of normal recurring adjustments, necessary in the opinion of management to present fairly the financial information set forth therein. The unaudited consolidated financial statements in this Form 10-Q should be read in conjunction with the audited consolidated financial statements and related notes thereto included in the combined Annual Report on Form 10-K of the Parent Company and the Operating Partnership for the year ended December 31, 2024.
The preparation of financial statements in accordance with 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. The results of operations for the interim periods are not necessarily indicative of the results that may be expected on an annual basis.
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As of June 30, 2025, the Company’s portfolio consisted of the following:
Properties Square Footage
Operating retail/mixed-use properties 171 27,256,979
Operating retail/mixed-use properties – unconsolidated joint ventures
8 2,146,707
Total operating retail/mixed-use properties (1)
179 29,403,686
Standalone office properties (2)
2 412,812
Development and redevelopment projects:
One Loudoun Expansion — 119,000
Hamilton Crossing Centre 1 92,283
Edwards Multiplex – Ontario 1 124,614
(1) Included within the operating retail/mixed-use properties are 11 properties that contain an office component. Excludes two operating retail properties classified as held for sale as of June 30, 2025.
(2) Standalone office properties include the Company’s headquarters at 30 South Meridian and the Carillon medical office building, which was reclassified from active redevelopment into our office portfolio in December 2024.
NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Components of Investment Properties
The following table summarizes the composition of the Company’s investment properties as of June 30, 2025 and December 31, 2024 (in thousands) :
June 30, 2025 December 31, 2024
Land, buildings and improvements $ 7,381,763 $ 7,591,036
Construction in progress 41,261 43,155
Investment properties, at cost $ 7,423,024 $ 7,634,191
Components of Rental Income, including Allowance for Uncollectible Accounts
Rental income related to the Company’s operating leases is comprised of the following for the three and six months ended June 30, 2025 and 2024 (in thousands) :
Three Months Ended June 30, Six Months Ended June 30,
2025 2024 2025 2024
Fixed contractual lease payments – operating leases $ 167,569 $ 161,673 $ 336,408 $ 322,213
Variable lease payments – operating leases 41,176 39,663 87,466 80,133
Bad debt reserve ( 1,625 ) ( 1,544 ) ( 3,701 ) ( 2,133 )
Straight-line rent adjustments 2,709 2,829 5,496 6,192
Straight-line rent (reserve) recovery for uncollectibility ( 216 ) 825 ( 422 ) 588
Amortization of in-place lease liabilities, net 1,569 2,390 5,107 4,656
Rental income $ 211,182 $ 205,836 $ 430,354 $ 411,649
The Company makes estimates as to the collectability of its accounts receivable. In making these estimates, the Company reviews a variety of qualitative and quantitative data and considers such factors as the credit quality of the tenant, historical write-off experience, tenant creditworthiness, and current economic trends, to make a subjective determination. 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.
Short-Term Deposits
In August 2024, the Company invested $ 350.0 million in short-term deposits at Goldman Sachs Bank USA and KeyBank National Association. These short-term deposits earned interest at a weighted average interest rate of 5.05 % with a maturity date of February 2025. During the six months ended June 30, 2025, the Company earned $ 2.5 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 (loss).
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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. As of June 30, 2025, 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 June 30, 2025, these consolidated VIEs had mortgage debt totaling $ 108.5 million, which was secured by assets of the VIEs totaling $ 219.8 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.
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 nondeductible 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 asset will not be realized.
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.
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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 six months ended June 30, 2025 and 2024 (in thousands) :
Six Months Ended June 30,
2025 2024
Noncontrolling interests balance as of January 1, $ 1,893 $ 2,430
Net income allocable to noncontrolling interests, excluding redeemable noncontrolling interests 151 141
Distributions to noncontrolling interests ( 127 ) ( 692 )
Noncontrolling interests balance as of June 30,
$ 1,917 $ 1,879
Noncontrolling Interests – Joint Venture
Prior to the merger with Retail Properties of America, Inc. (“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 June 30, 2025, 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.
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 June 30, 2025 and December 31, 2024, 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 three and six months ended June 30, 2025 and 2024, the weighted average interests of the Parent Company and the limited partners in the Operating Partnership were as follows:
Three Months Ended June 30, Six Months Ended June 30,
2025 2024 2025 2024
Parent Company’s weighted average interest in the Operating Partnership 97.8 % 98.3 % 97.9 % 98.4 %
Limited partners’ weighted average interests in the Operating Partnership 2.2 % 1.7 % 2.1 % 1.6 %
As of June 30, 2025, the Parent Company’s interest and the limited partners’ redeemable noncontrolling ownership interests in the Operating Partnership were 97.8 % and 2.2 %, respectively. 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.
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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 4,849,588 and 4,192,597 Limited Partner Units outstanding as of June 30, 2025 and December 31, 2024, respectively. The increase in Limited Partner Units outstanding from December 31, 2024 is due to non-cash compensation awards granted to our executive officers in the form of Limited Partner Units.
The redeemable noncontrolling interests in the Operating Partnership for the six months ended June 30, 2025 and 2024 were as follows (in thousands) :
Six Months Ended June 30,
2025 2024
Redeemable noncontrolling interests balance as of January 1, $ 98,074 $ 73,287
Net income (loss) allocable to redeemable noncontrolling interests 2,664 ( 526 )
Distributions declared to redeemable noncontrolling interests ( 3,936 ) ( 1,809 )
Other, net including adjustments to redemption value 6,089 5,141
Total limited partners’ interests in the Operating Partnership balance as of June 30,
$ 102,891 $ 76,093
Fair Value Measurements
We follow the framework established under Financial Accounting Standards Board 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.
New 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.
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NOTE 3. ACQUISITIONS
The Company closed on the following wholly owned and unconsolidated asset acquisitions during the six months ended June 30, 2025 (dollars in thousands) :
Date Property Name Ownership Interest Metropolitan Statistical Area (MSA) Property Type Retail
Square Footage Acquisition
Price
January 15, 2025 Village Commons 100 % Miami Multi-tenant retail 170,976 $ 68,400
April 28, 2025 Legacy West (1)
52 % Dallas/Ft. Worth Multi-tenant retail, office & multifamily 342,011 408,200
512,987 $ 476,600
(1) Legacy West also contains 443,553 square feet of office space and 782 multifamily units.
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. Substantially all of the purchase price was allocated to investment properties.
In March 2025, the Company entered into a joint venture with GIC (the “Legacy West Joint Venture”), and on April 28, 2025, the joint venture acquired Legacy West for a gross purchase price of $ 785.0 million, including the assumption of $ 304.0 million of debt with an interest rate of 3.80 %. The Company owns 52 % of the equity in the Legacy West Joint Venture. The Company’s share of the purchase price is $ 408.2 million, and the acquisition was initially funded with borrowings of $ 255.0 million on the Company’s unsecured revolving line of credit. See Note 5 to the accompanying consolidated financial statements for details of the Legacy West Joint Venture with GIC.
The Company did not acquire any properties during the six months ended June 30, 2024.
NOTE 4. DISPOSITIONS AND IMPAIRMENT CHARGES
The Company closed on the following dispositions during the six months ended June 30, 2025 (dollars in thousands) :
Date Property Name MSA Property Type Square
Footage Sales Price Gain (Loss)
April 4, 2025 Stoney Creek Commons Indianapolis Multi-tenant retail 84,094 $ 9,500 $ 4,802
June 25, 2025 Fullerton Metrocenter Los Angeles Multi-tenant retail 241,027 118,500 20,295
June 27, 2025 Denton Crossing (1)
Dallas/Ft. Worth Multi-tenant retail 343,345 81,593 35,636
June 27, 2025 Parkway Towne Crossing (1)
Dallas/Ft. Worth Multi-tenant retail 180,736 57,653 18,133
June 27, 2025 The Landing at Tradition (1)
Port St. Lucie, FL Multi-tenant retail 397,199 93,754 23,710
1,246,401 $ 361,000 $ 102,576
(1) The Company has retained a 52 % noncontrolling interest in this property.
During the three months ended June 30, 2025, the Company contributed three previously wholly owned properties, Denton Crossing, Parkway Towne Crossing, and The Landing at Tradition, valued at $ 233.0 million in the aggregate to a newly formed joint venture with GIC (the “GIC Portfolio Joint Venture”) (see Note 5 to the accompanying consolidated financial statements for further details), and received $ 112.1 million in gross proceeds for the 48 % interest in the joint venture acquired by GIC.
The Company calculated the gain on sale in accordance with ASC 606, Revenue from Contracts with Customers , and ASC 610-20, Gains and Losses from the Derecognition of Nonfinancial Assets , which requires full gain recognition upon deconsolidation of a nonfinancial asset. The gain on sale was calculated as the fair value of each of the three properties (based upon the sales price for the 48 % interest acquired by GIC) less the aggregate carrying value. The Company’s retained 52 % equity method investment was recorded at fair value as of the transaction date, which equaled $ 120.9 million.
The Company closed on the following disposition during the six months ended June 30, 2024 (dollars in thousands) :
Date Property Name MSA Property Type Square
Footage Sales Price Gain (Loss)
May 31, 2024 Ashland & Roosevelt Chicago Multi-tenant retail 104,176 $ 30,600 $ ( 1,230 )
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As of June 30, 2025, the Company had entered into a contract to sell Humblewood Shopping Center, an 85,682 square foot multi-tenant retail property in the Houston MSA. This property qualified for held-for-sale accounting treatment upon meeting all applicable GAAP criteria during the quarter ended June 30, 2025, at which time depreciation and amortization ceased. In addition, the assets and liabilities associated with this property are separately classified as held for sale in the accompanying consolidated balance sheet as of June 30, 2025. Humblewood Shopping Center was sold on July 21, 2025 for a gross sales price of $ 18.3 million with an anticipated gain on sale. The proceeds from the sale are restricted for 180 days related to a potential Code Section 1031 tax-deferred exchange (“1031 Exchange”).
We have also classified City Center, a 362,278 square foot multi-tenant retail property in the New York MSA, as held for sale since June 30, 2024 as the Company has and remains committed to a plan to sell this asset although the sale has not been completed within one year. This property qualified for held-for-sale accounting treatment upon meeting all applicable GAAP criteria as of June 30, 2024, at which time depreciation and amortization were ceased, and continues to meet the GAAP criteria for held-for-sale accounting treatment as of June 30, 2025. In addition, the assets and liabilities associated with this property remain separately classified as held for sale in the accompanying consolidated balance sheets as of June 30, 2025 and December 31, 2024.
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.
The following table presents the assets and liabilities associated with Humblewood Shopping Center and City Center, the investment properties classified as held for sale as of June 30, 2025. In addition, City Center was classified as held for sale as of December 31, 2024 (in thousands) :
June 30, 2025 December 31, 2024
Assets
Net investment properties $ 81,841 $ 68,991
Tenant and other receivables 2,471 1,760
Restricted cash and escrow deposits 225 225
Deferred costs, net 3,071 2,634
Prepaid and other assets 300 181
Assets associated with investment properties held for sale $ 87,908 $ 73,791
Liabilities
Accounts payable and accrued expenses $ 868 $ 544
Deferred revenue and other liabilities 4,081 3,465
Liabilities associated with investment properties held for sale $ 4,949 $ 4,009
There were no discontinued operations for the six months ended June 30, 2025 and 2024 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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NOTE 5. INVESTMENTS IN UNCONSOLIDATED JOINT VENTURES
The following table summarizes the Company’s investments in unconsolidated joint ventures as of June 30, 2025 and December 31, 2024 (dollars in thousands) :
Date of Investment Ownership Interest Investment at
Joint Venture June 30, 2025 December 31, 2024
Embassy Suites at Eddy Street Commons (1)
December 2017 35 % $ 9,007 $ 9,514
Nuveen Portfolio Joint Venture (2)
June 2018 20 % 5,935 5,951
Glendale Multifamily Joint Venture (3)
May 2020 11.5 % 405 536
The Corner – IN Joint Venture (4)
September 2021 50 % 1,967 1,010
Legacy West Joint Venture April 2025 52 % 248,280 —
GIC Portfolio Joint Venture June 2025 52 % 122,733 —
Other investments 2,500 2,500
$ 390,827 $ 19,511
(1) The Company 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.
(2) The Company formed a joint venture with Nuveen Real Estate, formerly known as TH Real Estate, and sold three properties (Livingston Shopping Center, Plaza Volente and Tamiami Crossing) to the joint venture. The Company is the operating member of the joint venture and earns fees for providing property management and leasing services.
(3) The Company formed a joint venture with an unrelated third party for the planned development of a multifamily project adjacent to Glendale Town Center, our operating retail property in the Indianapolis MSA. The Company’s partner is the operating member of the joint venture.
(4) The Company formed a joint venture with an unrelated third party for the planned redevelopment of The Corner in the Indianapolis MSA into a mixed-use, multifamily, and retail project. During the three months ended March 31, 2025, we completed major development construction activities at The Corner – IN and reclassified the property from active development into our operating portfolio in March 2025.
On January 31, 2024, the joint venture that owned Glendale Center Apartments 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 six months ended June 30, 2024. In addition, the Company received a $ 1.6 million distribution upon the disposition of the property during the six months ended June 30, 2024. The Company maintains an investment in the joint venture, which is in the process of winding up its activities and distributing remaining net assets.
In March 2025, the Company entered into a joint venture with GIC, and on April 28, 2025, the joint venture acquired Legacy West in the Dallas/Fort Worth MSA. See Note 3 to the accompanying consolidated financial statements for details on the acquisition. The Company owns 52 % of the equity in the Legacy West joint venture. The Company is the operating member of the joint venture, and an affiliate of the Company is the property manager responsible for the day-to-day management of Legacy West. The Company provides leasing, construction, and property management services to the Legacy West joint venture for which it earns fees.
In June 2025, the Company entered into a second joint venture with GIC and contributed three previously wholly owned properties valued at $ 233.0 million in the aggregate for a 52 % noncontrolling interest in the GIC Portfolio Joint Venture. See Note 4 to the accompanying consolidated financial statements for details on the disposition. The Company is the operating member of the joint venture, and an affiliate of the Company is the property manager responsible for the day-to-day management of the three properties. The Company provides leasing, construction, and property management services to the GIC Portfolio Joint Venture for which it earns fees.
Both members of these investments have substantive participating rights over major decisions that impact the economics and operations of the joint ventures. The Company has the ability to exercise significant influence but does not have financial or operating control over these investments, and as a result, the Company accounts for these investments pursuant to the equity method of accounting. Under the equity method, the net equity investment of the Company is reflected in the accompanying consolidated balance sheets, and the Company’s share of net income or loss from each unconsolidated joint venture is included in the accompanying consolidated statements of operations and comprehensive income (loss). Distributions from these investments that are related to income from operations are included as operating activities, and distributions that are related to capital transactions are included in investing activities in the Company’s consolidated statements of cash flows.
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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 June 30, 2025 and December 31, 2024, deferred costs consisted of the following (in thousands) :
June 30, 2025 December 31, 2024
Acquired lease intangible assets $ 299,106 $ 357,674
Deferred leasing costs and other 90,183 89,762
389,289 447,436
Less: accumulated amortization ( 177,535 ) ( 206,589 )
$ 211,754 $ 240,847
Less: deferred costs associated with investment properties held for sale ( 3,071 ) ( 2,634 )
Deferred costs, net $ 208,683 $ 238,213
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 (loss). 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 (loss). The amounts of such amortization included in the accompanying consolidated statements of operations and comprehensive income (loss) are as follows (in thousands) :
Six Months Ended June 30,
2025 2024
Amortization of deferred leasing costs, lease intangibles and other $ 35,742 $ 40,850
Amortization of above-market lease intangibles $ 4,221 $ 5,177
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 June 30, 2025 and December 31, 2024, deferred revenue, intangibles, net and other liabilities consisted of the following (in thousands) :
June 30, 2025 December 31, 2024
Unamortized in-place lease liabilities $ 127,259 $ 142,035
Retainage payables and other 7,295 8,317
Tenant rents received in advance 31,452 32,176
Lease liabilities 65,882 67,037
$ 231,888 $ 249,565
Less: deferred revenue associated with investment properties held for sale ( 4,081 ) ( 3,465 )
Deferred revenue and other liabilities $ 227,807 $ 246,100
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 (loss) and totaled $ 12.9 million and $ 9.8 million for the six months ended June 30, 2025 and 2024, respectively.
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NOTE 8. MORTGAGE AND OTHER INDEBTEDNESS
The following table summarizes the Company’s indebtedness as of June 30, 2025 and December 31, 2024 (in thousands) :
June 30, 2025 December 31, 2024
Mortgages payable $ 145,578 $ 148,185
Senior unsecured notes 2,330,000 2,380,000
Unsecured term loans 550,000 700,000
Unsecured revolving line of credit — —
3,025,578 3,228,185
Unamortized discounts and premiums, net 19,925 22,191
Unamortized debt issuance costs, net ( 23,007 ) ( 23,446 )
Total mortgage and other indebtedness, net $ 3,022,496 $ 3,226,930
Consolidated indebtedness, including weighted average interest rates and weighted average maturities as of June 30, 2025, 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)
$ 2,857,178 94 % 4.28 % 4.8
Variable rate debt (2)
168,400 6 % 7.63 % 1.2
Debt discounts, premiums and issuance costs, net ( 3,082 ) N/A N/A N/A
Mortgage and other indebtedness, net $ 3,022,496 100 % 4.46 % 4.6
(1) Fixed rate debt includes the portion of variable rate debt that has been hedged by interest rate swaps. As of June 30, 2025, $ 700.0 million in variable rate debt is hedged to a fixed rate for a weighted average of 0.4 years.
(2) Variable rate debt includes the portion of fixed rate debt that has been hedged by interest rate swaps. As of June 30, 2025, $ 155.0 million in fixed rate debt is hedged to a floating rate for a weighted average of 0.2 years.
Mortgages Payable
The following table summarizes the Company’s mortgages payable (dollars in thousands) :
June 30, 2025 December 31, 2024
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)
$ 132,178 5.11 % 6.6 $ 133,585 5.10 % 7.1
Variable rate mortgage payable (2)
13,400 6.47 % 1.1 14,600 6.48 % 1.6
Total mortgages payable $ 145,578 $ 148,185
(1) The fixed rate mortgages had interest rates ranging from 3.75 % to 5.73 % as of June 30, 2025 and December 31, 2024.
(2) The interest rate on the variable rate mortgage is based on the Secured Overnight Financing Rate (“ SOFR ”) plus 215 basis points. The one-month SOFR rate was 4.32 % and 4.33 % as of June 30, 2025 and December 31, 2024, respectively.
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 six months ended June 30, 2025, we made scheduled principal payments of $ 2.6 million related to amortizing loans.
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Unsecured Notes
The following table summarizes the Company’s senior unsecured notes and exchangeable senior notes (dollars in thousands) :
June 30, 2025 December 31, 2024
Maturity Date Balance Interest Rate Balance Interest Rate
Senior notes – 4.00 % due 2025
March 15, 2025 $ — — % $ 350,000 4.00 %
Senior notes – SOFR + 3.65 % due 2025 (1)
September 10, 2025 80,000 7.68 % 80,000 7.70 %
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 7.78 % 75,000 7.80 %
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 % 350,000 4.95 %
Senior notes – 5.20 % due 2032
August 15, 2032 300,000 5.20 % — — %
Senior notes – 5.50 % due 2034 (3)
March 1, 2034 350,000 4.60 % 350,000 4.60 %
Total senior unsecured notes $ 2,330,000 $ 2,380,000
(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 is 5.50 %; however, as a result of hedging activities, the Company’s interest rate is 4.60 %.
In March 2025, the Company repaid the $ 350.0 million principal balance of the 4.00 % senior unsecured notes due 2025 using proceeds from the August 2024 public offering of $ 350.0 million in aggregate principal amount of 4.95 % senior unsecured notes due 2031.
In June 2025, the Company completed a public offering of $ 300.0 million in aggregate principal amount of 5.20 % senior unsecured notes due 2032 (the “Notes Due 2032”). The Notes Due 2032 were priced at 99.513 % of the principal amount to yield 5.281 % to maturity and will mature on August 15, 2032, unless earlier redeemed. The proceeds were used to repay the $ 150.0 million unsecured term loan that was scheduled to mature on July 17, 2026 and borrowings on the Company’s revolving line of credit, with the remaining proceeds to be used to repay the $ 80.0 million principal balance of the 4.47 % senior unsecured notes that mature on September 10, 2025.
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) :
June 30, 2025 December 31, 2024
Maturity Date Balance Interest Rate Balance Interest Rate
Unsecured term loan due 2026 – fixed rate (1)
July 17, 2026 $ — — % $ 150,000 2.73 %
Unsecured term loan due 2027 – fixed rate (2)
October 24, 2027 250,000 3.94 % 250,000 3.94 %
Unsecured term loan due 2029 – fixed rate (3)
July 29, 2029 300,000 3.72 % 300,000 3.72 %
Total unsecured term loans $ 550,000 $ 700,000
Unsecured credit facility revolving line of credit –
variable rate (4)
October 3, 2028 $ — 5.60 % $ — 5.64 %
(1) As of December 31, 2024, $ 150,000 of SOFR -based variable rate debt had 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. These interest rate swaps are expected to be assigned to the $ 300 M Term Loan effective August 1, 2025.
(2) $ 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 ranging from 0.75 % to 1.60 % through October 24, 2025. The applicable credit spread was 0.95 % as of June 30, 2025 and December 31,
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2024. 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.
(3) $ 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 June 30, 2025 and December 31, 2024.
(4) 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.
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 June 30, 2025, making such an election would have resulted in a lower interest rate; however, the Company had 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 June 30, 2025.
The following table summarizes the key terms of the Revolving Facility as of June 30, 2025 (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 June 30, 2025, we were in compliance with all such covenants.
As of June 30, 2025, we had outstanding letters of credit totaling $ 4.5 million with no amounts advanced against these instruments.
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Unsecured Term Loans
As of June 30, 2025, the Operating Partnership has the following unsecured term loans: (i) a $ 250.0 million unsecured term loan due October 2027 (the “$ 250 M Term Loan”) and (ii) the $ 300 M Term Loan that matures in July 2029, both of which bear interest at a rate of SOFR plus a credit spread based on a ratings-based pricing grid. The loan agreements related to the $ 250 M Term Loan and the $ 300 M Term Loan include the same Leverage Toggle for determining pricing and sustainability-linked pricing provisions as described above for the Third Amendment to the Credit Agreement. The greenhouse gas emission reduction targets have not been achieved as of June 30, 2025.
The following table summarizes the key terms of the unsecured term loans as of June 30, 2025 (dollars in thousands) :
Unsecured Term Loans
Maturity Date Leverage-Based Pricing
Credit Spread Investment-Grade Pricing
Credit Spread SOFR Adjustment
$ 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.
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 Operating Partnership is permitted to prepay the $ 300 M Term Loan in whole or in part at any time, 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.
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 (loss) (in thousands) :
Six Months Ended June 30,
2025 2024
Amortization of debt issuance costs $ 3,333 $ 1,916
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 loans. The following amounts of amortization are included as a component of “Interest expense” in the accompanying consolidated statements of operations and comprehensive income (loss) (in thousands) :
Six Months Ended June 30,
2025 2024
Amortization of debt discounts, premiums and hedge instruments $ 4,025 $ 7,490
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In addition, the estimated amounts of the reduction to interest expense as of June 30, 2025 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) :
July 2025 through December 2025 $ 3,197
2026 5,786
2027 4,709
2028 4,699
2029 3,773
Thereafter ( 53 )
Total unamortized debt discounts, premiums and hedge instruments $ 22,111
The following table reconciles total unamortized debt discounts, premiums and hedge instruments as of June 30, 2025 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 $ 21,116
Unamortized hedge instruments 995
Total unamortized debt discounts, premiums and hedge instruments 22,111
Unamortized hedge instruments (included in accumulated other comprehensive income) ( 995 )
Fair value of variable interest rate swaps ( 1,191 )
Unamortized discounts and premiums, net $ 19,925
Fair Value of Fixed and Variable Rate Debt
As of June 30, 2025, 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 5.36 % to 6.80 %. As of June 30, 2025, the estimated fair value of variable rate debt was $ 564.9 million compared to the book value of $ 563.4 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 5.47 %.
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.
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 June 30, 2025 and December 31, 2024 (dollars in thousands) :
Fair Value Assets (Liabilities) (1)
Type of Hedge Number of Instruments Aggregate Notional Reference Rate Interest Rate Effective Date Maturity Date June 30, 2025 December 31, 2024
Cash Flow Four $ 250,000 SOFR 2.99 % 12/1/2022 10/24/2025 $ 1,006 $ 2,307
Cash Flow Two 100,000 SOFR 2.66 % 8/1/2022 8/1/2025 143 884
Cash Flow Two 200,000 SOFR 2.37 % 11/22/2023 8/1/2025 336 2,101
Cash Flow (2)
Three 150,000 SOFR 1.68 % 8/15/2022 7/17/2026 3,234 5,316
$ 700,000 $ 4,719 $ 10,608
Fair Value (3)
Two $ 155,000 SOFR SOFR + 3.70 %
4/23/2021 9/10/2025 $ ( 1,191 ) $ ( 3,937 )
(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) These interest rate swaps are expected to be assigned to the Company’s $ 300 M Term Loan effective August 1, 2025.
(3) The derivative agreements swap a blended fixed rate of 4.52 % for a blended floating rate of three-month SOFR plus 3.70 %.
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In June 2025, we entered into three intraday interest rate lock agreements with notional amounts totaling $ 150.0 million that fixed the interest rate on a portion of the Notes Due 2032, which were issued in June 2025, at 4.21 %. We paid $ 0.2 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.
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 non-performance 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 June 30, 2025 and December 31, 2024, we assessed the significance of the impact of the credit valuation adjustments on the overall valuation of our derivative positions and determined that the credit valuation adjustments were not significant to the overall valuation of our derivatives. 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 $ 2.6 million and $ 5.2 million was reclassified as a reduction to interest expense during the three and six months ended June 30, 2025, respectively. Approximately $ 4.9 million and $ 9.8 million was reclassified as a reduction to interest expense during the three and six months ended June 30, 2024, respectively. As interest payments on our derivatives are made over the next 12 months, we estimate the decrease to interest expense to be approximately $ 8.7 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. 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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The following table presents information on the Company’s reported segment revenue, net operating income, and significant segment expenses for the three and six months ended June 30, 2025 and 2024 that are provided to the CODM and included within the Company’s single reportable operating segment measure of profit or loss:
Three Months Ended June 30, Six Months Ended June 30,
2025 2024 2025 2024
Revenue:
Minimum rent $ 165,965 $ 161,608 $ 339,953 $ 322,653
Tenant reimbursements 45,103 44,422 91,316 87,999
Bad debt reserve ( 1,625 ) ( 1,544 ) ( 3,701 ) ( 2,133 )
Other property-related revenue 870 2,701 2,510 3,542
Overage rent 1,738 1,350 2,786 3,130
Total revenue 212,051 208,537 432,864 415,191
Expenses:
Property operating – recoverable 24,849 24,257 50,647 48,020
Property operating – non-recoverable 3,700 4,005 7,361 8,014
Real estate taxes 26,492 26,350 54,096 52,723
Total expenses 55,041 54,612 112,104 108,757
Net operating income 157,010 153,925 320,760 306,434
Other (expense) income:
Other general and administrative expenses ( 13,390 ) ( 12,966 ) ( 25,648 ) ( 25,750 )
Fee income 853 3,452 1,278 3,767
Impairment charges — ( 66,201 ) — ( 66,201 )
Depreciation and amortization ( 97,887 ) ( 99,291 ) ( 196,118 ) ( 199,670 )
Interest expense ( 34,052 ) ( 30,981 ) ( 67,006 ) ( 61,345 )
Equity in loss of unconsolidated subsidiaries ( 3,238 ) ( 174 ) ( 3,845 ) ( 594 )
Gain on sale of unconsolidated property, net — — — 2,325
Income tax expense of taxable REIT subsidiaries ( 199 ) ( 132 ) ( 209 ) ( 290 )
Other income, net 480 4,295 4,538 7,923
Gain (loss) on sales of operating properties, net 103,022 ( 1,230 ) 103,113 ( 1,466 )
Net income (loss) 112,599 ( 49,303 ) 136,863 ( 34,867 )
Net (income) loss attributable to noncontrolling interests ( 2,281 ) 665 ( 2,815 ) 385
Net income (loss) attributable to common shareholders $ 110,318 $ ( 48,638 ) $ 134,048 $ ( 34,482 )
NOTE 11. SHAREHOLDERS’ EQUITY
Distributions
Our Board of Trustees declared a cash distribution of $ 0.27 per common share and Common Unit for the second quarter of 2025. This distribution was paid on July 16, 2025 to common shareholders and common unitholders of record as of July 9, 2025. For the six months ended June 30, 2025, we declared cash distributions totaling $ 0.54 per common share and Common Unit.
For the three and six months ended June 30, 2024, we declared cash distributions of $ 0.25 and $ 0.50 per common share and Common Unit, respectively.
Share Repurchase Program
The Company has an existing share repurchase program under which it may repurchase, from time to time, up to a maximum of $ 300.0 million of its common shares (the “Share Repurchase Program”). The Company intends to fund any future repurchases under the Share Repurchase Program with cash on hand or availability under the Revolving Facility, subject to any applicable restrictions. The timing of share repurchases and the number of common shares to be repurchased under the Share Repurchase Program will depend upon prevailing market conditions, regulatory requirements, and other factors. In January
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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 June 30, 2025, the Company has no t repurchased any shares under the Share Repurchase Program.
NOTE 12. 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) Appreciation Only Long-Term Incentive Plan 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 4.8 million and 4.7 million for the three and six months ended June 30, 2025, respectively, and 3.7 million for the three and six months ended June 30, 2024.
Due to the net loss allocable to common shareholders and common unitholders for the three and six months ended June 30, 2024, no securities had a dilutive impact for those periods.
NOTE 13. 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 2021, we provided repayment and completion guarantees on loans totaling $ 66.2 million associated with the development of The Corner mixed-use project in the Indianapolis MSA. As of June 30, 2025, the outstanding balance of the loans was $ 68.4 million, of which our share was $ 34.2 million.
As of June 30, 2025, we had outstanding letters of credit totaling $ 4.5 million with no amounts advanced against these instruments.
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.
NOTE 14. SUBSEQUENT EVENTS
Subsequent to June 30, 2025:
• one of our properties experienced severe flooding. We believe that we have adequate third-party insurance, subject to a $ 0.3 million deductible, including business interruption coverage, to address this matter, and at this time, we do not believe that the flood will have a significant adverse impact on our results of operations or financial condition on a consolidated basis;
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• we closed on the disposition of Humblewood Shopping Center, an 85,682 square foot multi-tenant retail property in the Houston MSA, which was classified as held for sale as of June 30, 2025, for a gross sales price of $ 18.3 million with an anticipated gain on sale. The proceeds are restricted for 180 days related to a potential 1031 Exchange; and
• the Operating Partnership amended the pricing terms of the Revolving Facility, $ 300 M Term Loan, and $ 250 M Term Loan to remove the 0.10 % SOFR spread adjustment; in addition, the credit ratings-based pricing credit spread on the $ 300 M Term Loan decreased from a range of 1.15 % to 2.20 % to a range of 0.75 % to 1.60 %.
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Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.