(Mark One)
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x
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Annual report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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For the fiscal year ended December 31, 2012
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Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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For the transition period from ___________to___________
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Commission File Number: 001-32268
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Maryland
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11-3715772
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(State or other jurisdiction of incorporation or organization)
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(IRS Employer Identification No.)
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30 S. Meridian Street, Suite 1100
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Indianapolis, Indiana 46204
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(Address of principal executive offices) (Zip code)
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(317) 577-5600
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(Registrant’s telephone number, including area code)
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Title of each class
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Name of each exchange on which registered
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Common Shares, $0.01 par value
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New York Stock Exchange
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8.25% Series A Cumulative Redeemable Perpetual Preferred Shares
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New York Stock Exchange
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Large accelerated filer
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Accelerated filer
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x
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Non-accelerated filer
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o
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Smaller reporting company
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(do not check if a smaller reporting company)
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Page
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Item No.
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Part I
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1.
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Business
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2
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1A.
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Risk Factors
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9
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1B.
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Unresolved Staff Comments
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24
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2.
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Properties
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25
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3.
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Legal Proceedings
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37
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4.
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Mine Safety Disclosures
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37
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Part II
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5.
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Market for the Registrant’s Common Equity, Related Shareholder Matters and Issuer Purchases of Equity Securities
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38
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6.
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Selected Financial Data
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41
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7.
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Management’s Discussion and Analysis of Financial Condition and Results of Operations
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42
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7A.
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Quantitative and Qualitative Disclosures about Market Risk
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67
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8.
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Financial Statements and Supplementary Data
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68
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9.
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Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
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69
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9A.
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Controls and Procedures
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69
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9B.
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Other Information
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71
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Part III
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10.
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Trustees, Executive Officers and Corporate Governance
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71
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11.
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Executive Compensation
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71
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12.
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Security Ownership of Certain Beneficial Owners and Management and Related Shareholder Matters
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71
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13.
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Certain Relationships and Related Transactions and Director Independence
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71
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14.
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Principal Accountant Fees and Services
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71
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Part IV
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15.
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Exhibits, Financial Statement Schedule
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72
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Signatures
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73
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·
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In October, we completed an offering of 12.1 million common shares at an offering price of $5.20 per share for net proceeds of $59.7 million. The net proceeds were initially used to reduce the outstanding balance on the Company’s unsecured revolving credit facility, and subsequently were redeployed to acquire Shoppes at Plaza Green, Publix at Woodruff, Shoppes at Eastwood (acquired in 2013), and to fund redevelopment activities.
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In March, we completed an offering of 1.3 million shares of Series A Cumulative Redeemable Perpetual Preferred Shares at an offering price of $25.12 per share for net proceeds of $31.3 million. The net proceeds were initially used to reduce the outstanding balance on the Company’s unsecured revolving credit facility.
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In April, we entered into a new $125 million unsecured term loan (the “Term Loan”). The Term Loan is scheduled to mature on April 30, 2019 with an interest rate of LIBOR plus 210 to 310 basis points, depending on the Company’s leverage. The Company utilized the proceeds of the Term Loan to retire the loans secured by our Rivers Edge, Cobblestone Plaza, Estero Town Commons, Tarpon Bay Plaza, and Fox Lake Crossing operating properties, and used the remaining proceeds to partially pay down the Company’s unsecured revolving credit facility.
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In April 2012, the Company also amended its unsecured revolving credit facility. The amended terms include an extension of the maturity date to April 30, 2016, which maturity may be extended for an additional year at the Company’s option subject to certain conditions, and a reduction in the interest rate to LIBOR plus 190 to 290 basis points, depending on the Company’s leverage.
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On February 26, 2013, the Company amended the terms of its existing $200 million unsecured revolving credit facility. The maturity date was extended to February 26, 2017 and the interest rate was reduced to LIBOR plus 165 to 250 basis points, depending on the Company’s leverage. The Company has the option to further extend the maturity date to February 26, 2018.
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We were able to effectively recycle capital by selling non-core operating properties, outlots, and unoccupied land parcels. During 2012, we generated gross proceeds of $87.4 million from such sales (inclusive of our partners’ shares), of which $42.9 million was used to pay down loans secured by the properties. The remaining proceeds were redeployed into acquisition, development activity, redevelopment activity and tenant improvement costs.
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Draws totaling $45.3 million were made on the variable rate construction loans related to the Delray Marketplace, Cobblestone Plaza, South Elgin Commons, Rivers Edge, and Zionsville Walgreens developments.
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In July, we closed on a $22.8 million construction loan to fund the construction of the Four Corner Square redevelopment near Seattle, Washington. The loan has a maturity date of July 10, 2015 and a variable interest rate of LIBOR plus 225 basis points. During the year, we made draws on this construction loan of $12.6 million.
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In July, we closed on a $37.5 million construction loan to fund the construction of the Holly Springs Towne Center – Phase I development near Raleigh, North Carolina. The loan has a maturity date of July 31, 2015 and variable interest rate of LIBOR plus 250 basis points. During the year, we made draws on this construction loan of $8.9 million.
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In October, we closed on a $18.4 million construction loan to fund the construction of the Rangeline Crossing redevelopment near Indianapolis, Indiana. The loan has a maturity date of October 31, 2014 and a variable interest rate of LIBOR plus 225 basis points. During the year, we made draws on this construction loan of $4.0 million.
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Oleander Place
in Wilmington, North Carolina
was substantially completed and transitioned to the operating portfolio in December. This center is 100% leased and is anchored by Whole Foods.
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Zionsville Walgreens
near Indianapolis, Indiana was substantially completed and transitioned to the operating portfolio in September. This project is 100% leased to Walgreens.
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Depauw University Bookstore & Cafe,
in Greencastle, Indiana was completed and transitioned to the operating portfolio in September. This project is 100% leased and is anchored by Folletts Bookstore and Starbucks.
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Delray Marketplace
in Delray Beach, Florida was under development throughout 2012. This center will be anchored by Publix and Frank Theatres along with multiple shop retailers including Charming Charlie’s, Chico’s, Jos. A Bank, Burt and Max’s Grille, and White House | Black Market. Subsequent to December 31, 2012, Publix, Frank Theatre, and multiple shop tenants opened at the center. The Company anticipates that total project costs of the development will be approximately $95 million,of which $89.1 million had been incurred as of December 31, 2012;
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Holly Springs Towne Center – Phase I
near Raleigh, North Carolina was under development throughout 2012. This center will be anchored by Dick’s Sporting Goods, Marshall’s, Michael’s, and Petco and a non-owned Target. The Company anticipates its total investment in the development will be approximately $57 million, of which $38.1 million had been incurred as of December 31, 2012;
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Four Corner Square/Maple Valley
near Seattle, Washington was under redevelopment throughout 2012. This center will be anchored by Grocery Outlet, Walgreens, and Do It Best Hardware. The Company currently anticipates its total investment in the redevelopment and expansion will be approximately $23.5 million (net of projected property sales), of which $19.8 million had been incurred as of December 31, 2012;
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Rangeline Crossing
near Indianapolis, Indiana was transitioned to an in-process redevelopment in June. This center will be anchored by Earth Fare, Walgreens, Old National Bank, and Panera. The Company anticipates its total investment in the redevelopment will be $15.5 million, of which $2.9 million had been incurred as of December 31, 2012;
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Parkside Town Commons – Phase I
near Raleigh, North Carolina was transitioned to an in-process development in December. This center will be anchored by Harris Teeter and a non-owned Target. Additionally, the Company acquired its partner’s 60% interest in the development project in December 2012 for $13.3 million. The Company anticipates its total investment in the development will be $39.0 million, of which $13.0 million had been incurred as of December 31, 2012; and
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Bolton Plaza
in Jacksonville, Florida was transitioned to an in-process redevelopment in December. The Company signed a lease with LA Fitness to join the currently open Academy Sports & Outdoors. The Company anticipates its total investment in the development will be $10.3 million, of which $3.2 million had been incurred as of December 31, 2012;
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Cove Center
, a 155,000 square foot shopping center in Stuart, Florida, was acquired in June for a purchase price of $22.1 million. This center is anchored by Publix and Beall’s.
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12
th
Street Plaza
, a 141,000 square foot shopping center in Vero Beach, Florida, was acquired in July for a purchase price of $15.2 million. This center is anchored by Publix and Stein Mart.
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Publix at Woodruff,
a 68,000 square foot shopping center located in Greenville, South Carolina was acquired in December for a purchase price of $9.1 million. This center is anchored by Publix.
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Shoppes at Plaza Green,
a 196,000 square foot shopping center in Greenville, South Carolina, was acquired in December for a purchase price of $28.8 million. This center is anchored by multiple tenants including Bed Bath & Beyond, Christmas Tree Shops, and Old Navy.
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Operating Strategy
: Maximizing the internal growth in revenue from our operating properties by leasing and re-leasing those properties to a diverse group of retail tenants at increasing rental rates, when possible
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and redeveloping or renovating certain properties to make them more attractive to existing and prospective tenants and consumers;
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Growth Strategy
: Using debt and equity capital prudently to redevelop or renovate our existing properties, selectively
acquiring additional retail properties and develop shopping centers on land parcels that we currently own where we believe that investment returns would meet or exceed internal benchmarks; and
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Financing and Capital Preservation Strategy
: Maintaining a strong balance sheet with sufficient flexibility to fund our operating and investment activities. Funding sources include borrowings under our existing revolving credit facility, new secured debt, opportunistically accessing the public securities markets, internally generated funds and proceeds from selling land and properties that no longer fit our strategy, and potential investment in strategic joint ventures. We continuously monitor the capital markets and may consider raising additional capital through the issuance of our common shares, preferred shares or other securities.
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increasing rental rates upon the renewal of expiring leases or re-leasing space to new tenants while minimizing vacancy to the extent possible;
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maximizing the occupancy of our operating portfolio;
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minimizing tenant turnover;
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maintaining leasing and property management strategies that maximize rent growth and monitor costs;
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maintaining a diverse tenant mix in an effort to limit our exposure to the financial condition of any one tenant or any category of tenants;
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maintaining the physical appearance, condition, and design of our properties and other improvements located on our properties to maximize our ability to attract customers;
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actively managing costs to minimize overhead and operating costs;
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maintaining strong tenant and retailer relationships in order to avoid rent interruptions and reduce marketing, leasing and tenant improvement costs that result from re-tenanting space; and
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taking advantage of under-utilized land or existing square footage, reconfiguring properties for better use, or adding ancillary income areas to existing facilities.
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continually evaluating our operating properties for redevelopment and renovation opportunities that we believe will make them more attractive for leasing to new tenants or re-leasing to existing tenants at increased rental rates;
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capitalizing on future development opportunities on currently owned land parcels through the achievement of anchor and small shop pre-leasing targets and obtaining financing prior to commencing vertical construction;
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disposing of selected assets that no longer meet our long-term investment criteria and recycling the net proceeds into assets that provide maximum returns and upside potential in desirable markets; and
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selectively pursuing the acquisition of retail operating properties and portfolios in markets with strong demographics and attract successful retail tenants.
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the expected returns and related risks associated with the investments relative to our combined cost of capital to make such investments;
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the current and projected cash flow and market value of the property, and the potential to increase cash flow and market value if the property were to be successfully re-leased or redeveloped;
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the price being offered for the property, the current and projected operating performance of the property, and the tax consequences of the sale as well as other related factors;
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the current tenant mix at the property and the potential future tenant mix that the demographics of the property could support, including the presence of one or more additional anchors (for example, value retailers, grocers, soft goods stores, office supply stores, or sporting goods retailers), as well as an overall diverse tenant mix that includes restaurants, shoe and clothing retailers, specialty shops and service retailers such as banks, dry cleaners and hair salons, some of which provide staple goods to the community and offer a high level of convenience;
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the configuration of the property, including ease of access, abundance of parking, maximum visibility, and the demographics of the surrounding area; and
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the level of success of existing properties in the same or nearby markets.
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prudently managing our balance sheet, including reducing the aggregate amount of indebtedness outstanding under our unsecured revolving credit facility so that we have additional capacity available to fund our development and redevelopment projects and pay down maturing debt if refinancing that debt is not feasible;
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extending the maturity dates of and/or refinancing of our near-term mortgage, construction and other indebtedness;
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staggering our maturities with long-term debt on recently completed projects;
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entering into construction loans prior to commencement of vertical construction to fund our larger in-process developments, redevelopments, and future developments;
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raising additional capital through the issuance of common shares, preferred shares or other securities;
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managing our exposure to interest rate increases on our variable-rate debt through the use of fixed rate hedging transactions and securing property specific long-term nonrecourse financing; and
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investing in joint venture arrangements in order to access less expensive capital and to mitigate risk.
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risks related to our operations;
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risks related to our organization and structure; and
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risks related to tax matters.
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requiring us to use a substantial portion of our funds from operations to pay principal and interest, which reduces the amount available for distributions;
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placing us at a competitive disadvantage compared to our competitors that have less debt;
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making us more vulnerable to economic and industry downturns and reducing our flexibility in responding to changing business and economic conditions; and
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limiting our ability to borrow more money for operating or capital needs or to finance development and acquisitions in the future.
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adverse changes in the national, regional and local economic climate, particularly in: Indiana, where 36% of our owned square footage and 39% of our total annualized base rent is located; Florida, where 27% of our owned square footage and total annualized base rent is located; and Texas, where 17% of our owned square footage and 16% of our total annualized base rent is located;
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tenant bankruptcies;
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local oversupply of rental space, increased competition or reduction in demand for rentable space;
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inability to collect rent from tenants, or having to provide significant rent concessions to tenants;
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vacancies or our inability to rent space on favorable terms;
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changes in market rental rates;
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inability to finance property development, tenant improvements and acquisitions on favorable terms;
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increased operating costs, including costs incurred for maintenance, insurance premiums, utilities and real estate taxes;
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the need to periodically fund the costs to repair, renovate and re-lease space;
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decreased attractiveness of our properties to tenants;
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weather conditions that may increase or decrease energy costs and other weather-related expenses (such as snow removal costs);
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costs of complying with changes in governmental regulations, including those governing usage, zoning, the environment and taxes;
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civil unrest, acts of terrorism, earthquakes, hurricanes and other national disasters or acts of God that may result in underinsured or uninsured losses;
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the relative illiquidity of real estate investments;
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changing demographics; and
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changing traffic patterns.
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we may share decision-making authority with our joint venture partners regarding certain major decisions affecting the ownership or operation of the joint venture and the joint venture property, such as the sale of the property or the making of additional capital contributions for the benefit of the property, which may prevent us from taking actions that are opposed by our joint venture partners;
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prior consent of our joint venture partners may be required for a sale or transfer to a third party of our interests in the joint venture, which restricts our ability to dispose of our interest in the joint venture;
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our joint venture partners might become bankrupt or fail to fund their share of required capital contributions, which may delay construction or development of a property or increase our financial commitment to the joint venture;
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our joint venture partners may have business interests or goals with respect to the property that conflict with our business interests and goals, which could increase the likelihood of disputes regarding the ownership, management or disposition of the property;
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disputes may develop with our joint venture partners over decisions affecting the property or the joint venture, which may result in litigation or arbitration that would increase our expenses and distract our officers and/or trustees from focusing their time and effort on our business, and possibly disrupt the day-to-day operations of the property such as by delaying the implementation of important decisions until the conflict or dispute is resolved; and
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we may suffer losses as a result of the actions of our joint venture partners with respect to our joint venture investments and the activities of a joint venture could adversely affect our ability to qualify as a REIT, even though we may not control the joint venture.
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abandonment of development activities after expending resources to determine feasibility;
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construction delays or cost overruns that may increase project costs;
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our investigation of a property or building prior to our acquisition, and any representations we may receive from the seller, may fail to reveal various liabilities or defects or identify necessary repairs until after the property is acquired, which could reduce the cash flow from the property or increase our acquisition costs;
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as a result of competition for attractive development and acquisition opportunities, we may be unable to acquire assets as we desire or the purchase price may be significantly elevated, which may impede our growth;
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financing risks;
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the failure to meet anticipated occupancy or rent levels;
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failure to receive required zoning, occupancy, land use and other governmental permits and authorizations and changes in applicable zoning and land use laws; and
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the consent of third parties such as tenants, mortgage lenders and joint venture partners may be required, and those consents may be difficult to obtain or could be withheld.
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existing environmental studies with respect to our properties reveal all potential environmental liabilities;
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any previous owner, occupant or tenant of one of our properties did not create any material environmental condition not known to us;
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the current environmental condition of our properties will not be affected by tenants and occupants, by the condition of nearby properties, or by other unrelated third parties; or
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future uses or conditions (including, without limitation, changes in applicable environmental laws and regulations or the interpretation thereof) will not result in environmental liabilities.
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discourage a tender offer or other transactions or a change in management or control that might involve a premium price for our shares or otherwise be in the best interests of our shareholders; or
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compel a shareholder who has acquired our shares in excess of these ownership limitations to dispose of the additional shares and, as a result, to forfeit the benefits of owning the additional shares. Any acquisition of our common shares in violation of these ownership restrictions will be void
ab initio
and will result in automatic transfers of our common shares to a charitable trust, which will be responsible for selling the common shares to permitted transferees and distributing at least a portion of the proceeds to the prohibited transferees.
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“business combination moratorium/fair price” provisions that, subject to limitations, prohibit certain business combinations between us and an “interested shareholder” (defined generally as any person who beneficially owns 10% or more of the voting power of our shares or an affiliate thereof) for five years after the most recent date on which the shareholder becomes an interested shareholder, and thereafter imposes stringent fair price and super-majority shareholder voting requirements on these combinations; and
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“control share” provisions that provide that “control shares” of our company (defined as shares which, when aggregated with other shares controlled by the shareholder, entitle the shareholder to exercise one of three increasing ranges of voting power in electing trustees) acquired in a “control share acquisition” (defined as the direct or indirect acquisition of ownership or control of “control shares” from a party other than the issuer) have no voting rights except to the extent approved by our shareholders by the affirmative vote of at least two thirds of all the votes entitled to be cast on the matter, excluding all interested shares, and are subject to redemption in certain circumstances.
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general market conditions;
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the market’s perception of our growth potential;
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our current debt levels;
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our current and potential future earnings;
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our cash flow and cash distributions;
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our ability to qualify as a REIT for federal income tax purposes; and
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the market price of our common shares.
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our financial condition and operating performance and the performance of other similar companies;
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actual or anticipated differences in our quarterly operating results;
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changes in our revenues or earnings estimates or recommendations by securities analysts;
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publication by securities analysts of research reports about us or our industry;
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additions and departures of key personnel;
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strategic decisions by us or our competitors, such as acquisitions, divestments, spin-offs, joint ventures, strategic investments or changes in business strategy;
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the reputation of REITs generally and the reputation of REITs with portfolios similar to ours;
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the attractiveness of the securities of REITs in comparison to securities issued by other entities (including securities issued by other real estate companies);
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an increase in market interest rates, which may lead prospective investors to demand a higher distribution rate in relation to the price paid for our shares;
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the passage of legislation or other regulatory developments that adversely affect us or our industry including tax reform;
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speculation in the press or investment community;
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actions by institutional shareholders or hedge funds;
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increase or decrease in dividends;
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changes in accounting principles;
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terrorist acts; and
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general market conditions, including factors unrelated to our performance.
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Property
1
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State
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MSA
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Year Built/Renovated
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Year Added to Operating Portfolio
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Acquired, Redeveloped, or Developed
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Total GLA
2
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Owned GLA
2
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Percentage of Owned
GLA Leased
3
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|||||||||||||||
12
th
Street Plaza
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FL
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Vero Beach
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1978/2003 | 2012 |
Acquired
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141,323 | 138,268 | 96.6 | % | ||||||||||||||
Bayport Commons
7
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FL
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Oldsmar
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2008 | 2008 |
Developed
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268,556 | 97,112 | 88.9 | % | ||||||||||||||
Cobblestone Plaza
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FL
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Ft. Lauderdale
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2011 | 2011 |
Developed
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143,493 | 133,214 | 97.1 | % | ||||||||||||||
Cove Center
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FL
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Stuart
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1984/2008 | 2012 |
Acquired
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154,696 | 154,696 | 96.7 | % | ||||||||||||||
Estero Town Commons
7
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FL
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Naples
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2006 | 2007 |
Developed
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206,600 | 25,631 | 56.9 | % | ||||||||||||||
Indian River Square
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FL
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Vero Beach
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1997/2004 | 2005 |
Acquired
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379,246 | 142,706 | 95.9 | % | ||||||||||||||
International Speedway Square
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FL
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Daytona
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1999 | 1999 |
Developed
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242,995 | 231,023 | 98.3 | % | ||||||||||||||
King's Lake Square
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FL
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Naples
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1986 | 2003 |
Acquired
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85,497 | 85,497 | 89.3 | % | ||||||||||||||
Lithia Crossing
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FL
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Tampa
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2003 | 2011 |
Acquired
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96,513 | 91,067 | 90.0 | % | ||||||||||||||
Pine Ridge Crossing
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FL
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Naples
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1993 | 2006 |
Acquired
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258,874 | 105,515 | 94.9 | % | ||||||||||||||
Riverchase Plaza
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FL
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Naples
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1991/2001 | 2006 |
Acquired
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78,380 | 78,330 | 97.4 | % | ||||||||||||||
Shops at Eagle Creek
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FL
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Naples
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1983 | 2003 |
Redeveloped
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72,271 | 69,980 | 87.9 | % | ||||||||||||||
Tarpon Bay Plaza
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FL
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Naples
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2007 | 2007 |
Developed
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276,346 | 82,547 | 94.6 | % | ||||||||||||||
Gainesville Plaza
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FL
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Gainesville
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1970 | 2004 |
Acquired
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177,826 | 177,826 | 90.9 | % | ||||||||||||||
Waterford Lakes Village
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FL
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Orlando
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1997 | 2004 |
Acquired
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77,948 | 77,948 | 96.1 | % | ||||||||||||||
Kedron Village
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GA
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Atlanta
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2006 | 2006 |
Developed
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282,125 | 157,345 | 89.2 | % | ||||||||||||||
Publix at Acworth
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GA
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Atlanta
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1996 | 2004 |
Acquired
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69,628 | 69,628 | 81.6 | % | ||||||||||||||
The Centre at Panola
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GA
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Atlanta
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2001 | 2004 |
Acquired
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73,079 | 73,079 | 93.6 | % | ||||||||||||||
Fox Lake Crossing
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IL
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Chicago
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2002 | 2005 |
Acquired
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99,072 | 99,072 | 87.8 | % | ||||||||||||||
Naperville Marketplace
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IL
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Chicago
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2008 | 2008 |
Developed
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169,600 | 83,763 | 98.1 | % | ||||||||||||||
54
th
& College
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IN
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Indianapolis
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2008 | 2008 |
Developed
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20,100 | — | * | |||||||||||||||
Beacon Hill
7
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IN
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Crown Point
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2006 | 2007 |
Developed
|
127,821 | 57,191 | 80.5 | % | ||||||||||||||
Boulevard Crossing
|
IN
|
Kokomo
|
2004 | 2004 |
Developed
|
213,696 | 124,629 | 95.9 | % | ||||||||||||||
Bridgewater Marketplace
|
IN
|
Indianapolis
|
2008 | 2008 |
Developed
|
50,820 | 25,975 | 68.2 | % | ||||||||||||||
Cool Creek Commons
|
IN
|
Indianapolis
|
2005 | 2005 |
Developed
|
137,107 | 124,646 | 95.6 | % | ||||||||||||||
DePauw University Bookstore & Cafe
|
IN
|
Greencastle
|
2012 | 2012 |
Developed
|
11,974 | 11,974 | 100.0 | % | ||||||||||||||
Eddy Street Commons
(Retail Only)
|
IN
|
South Bend
|
2009 | 2010 |
Developed
|
88,143 | 88,143 | 92.8 | % | ||||||||||||||
Fishers Station
4
|
IN
|
Indianapolis
|
1989 | 2004 |
Acquired
|
116,885 | 116,885 | 95.3 | % | ||||||||||||||
Geist Pavilion
|
IN
|
Indianapolis
|
2006 | 2006 |
Developed
|
64,114 | 64,114 | 79.5 | % | ||||||||||||||
Glendale Town Center
|
IN
|
Indianapolis
|
1958/2008 | 2008 |
Redeveloped
|
685,827 | 392,427 | 98.5 | % | ||||||||||||||
Greyhound Commons
|
IN
|
Indianapolis
|
2005 | 2005 |
Developed
|
153,187 | — | * | |||||||||||||||
Hamilton Crossing Centre
|
IN
|
Indianapolis
|
1999 | 2004 |
Acquired
|
87,353 | 82,353 | 98.3 | % | ||||||||||||||
Red Bank Commons
|
IN
|
Evansville
|
2005 | 2006 |
Developed
|
324,308 | 34,258 | 67.3 | % | ||||||||||||||
Rivers Edge
|
IN
|
Indianapolis
|
2011 | 2011 |
Redeveloped
|
149,209 | 149,209 | 100.0 | % | ||||||||||||||
Stoney Creek Commons
|
IN
|
Indianapolis
|
2000 | 2000 |
Developed
|
189,527 | 84,330 | 100.0 | % | ||||||||||||||
The Corner
|
IN
|
Indianapolis
|
1984/2003 | 1984 |
Developed
|
42,534 | 42,534 | 93.8 | % | ||||||||||||||
Traders Point
|
IN
|
Indianapolis
|
2005 | 2005 |
Developed
|
348,835 | 279,684 | 99.2 | % | ||||||||||||||
Traders Point II
|
IN
|
Indianapolis
|
2005 | 2005 |
Developed
|
46,600 | 46,600 | 63.5 | % | ||||||||||||||
Whitehall Pike
|
IN
|
Bloomington
|
1999 | 1999 |
Developed
|
128,997 | 128,997 | 100.0 | % | ||||||||||||||
Zionsville Walgreens
|
IN
|
Indianapolis
|
2012 | 2012 |
Developed
|
14,550 | 14,550 | 100.0 | % | ||||||||||||||
Oleander Place
|
NC
|
Wilmington
|
2012 | 2012 |
Redeveloped
|
47,610 | 45,530 | 100.0 | % | ||||||||||||||
Ridge Plaza
|
NJ
|
Oak Ridge
|
2002 | 2003 |
Acquired
|
115,088 | 115,088 | 79.9 | % | ||||||||||||||
Eastgate Pavilion
|
OH
|
Cincinnati
|
1995 | 2004 |
Acquired
|
236,230 | 236,230 | 100.0 | % | ||||||||||||||
Cornelius Gateway
7
|
OR
|
Portland
|
2006 | 2007 |
Developed
|
35,800 | 21,324 | 62.3 | % | ||||||||||||||
Shops at Otty
5
|
OR
|
Portland
|
2004 | 2004 |
Developed
|
154,845 | 9,845 | 100.0 | % | ||||||||||||||
Shoppes at Plaza Green
|
SC
|
Greenville
|
2000 | 2012 |
Acquired
|
195,534 | 195,534 | 94.8 | % | ||||||||||||||
Publix at Woodruff
|
SC
|
Greenville
|
1997 | 2012 |
Acquired
|
68,055 | 68,055 | 97.4 | % | ||||||||||||||
Burlington Coat Factory
6
|
TX
|
San Antonio
|
1992/2000 | 2000 |
Redeveloped
|
107,400 | 107,400 | 100.0 | % | ||||||||||||||
Cedar Hill Village
|
TX
|
Dallas
|
2002 | 2004 |
Acquired
|
139,092 | 44,214 | 97.0 | % | ||||||||||||||
Market Street Village
|
TX
|
Hurst
|
1970/2004 | 2005 |
Acquired
|
163,625 | 156,625 | 100.0 | % | ||||||||||||||
Plaza at Cedar Hill
|
TX
|
Dallas
|
2000 | 2004 |
Acquired
|
303,458 | 303,458 | 98.2 | % | ||||||||||||||
Plaza Volente
|
TX
|
Austin
|
2004 | 2005 |
Acquired
|
160,333 | 156,333 | 96.9 | % | ||||||||||||||
Sunland Towne Centre
|
TX
|
El Paso
|
1996 | 2004 |
Acquired
|
311,413 | 306,437 | 88.6 | % | ||||||||||||||
50
th
& 12
th
|
WA
|
Seattle
|
2004 | 2004 |
Developed
|
14,500 | 14,500 | 100.0 | % | ||||||||||||||
TOTAL
|
8,408,638 | 5,823,319 | 94.2 | % |
____________________
|
||
*
|
Property consists of ground leases only and, therefore, no Owned GLA. 54
th
& College is a single ground lease property; Greyhound Commons has two of four outlots leased.
|
|
1
|
All properties are wholly owned, except as indicated. Unless otherwise noted, each property is owned in fee simple by the Company.
|
|
2
|
Owned GLA represents gross leasable area that is owned by the Company. Total GLA includes Owned GLA, square footage attributable to non-owned anchor space, and non-owned structures on ground leases.
|
|
3
|
Percentage of Owned GLA Leased reflects Owned GLA/net rentable area (“NRA”) leased as of December 31, 2012, except for Greyhound Commons and 54
th
& College (see *).
|
|
4
|
This property is divided into two parcels: a grocery store and small shops. The Company owns a 25% interest in the small shops parcel through a joint venture and a 100% interest in the grocery store. The joint venture partner is entitled to an annual preferred payment of $106,000. All remaining cash flow is distributed to the Company.
|
|
5
|
The Company does not own the land at this property. It has leased the land pursuant to two ground leases that expire in 2017. The Company has six five-year options to renew this lease.
|
|
6
|
The Company does not own the land at this property. It has leased the land pursuant to a ground lease that expires in 2013. The Company has four remaining five-year renewal options and a right of first refusal to purchase the land.
|
|
7
|
The Company owns and manages the following properties through joint ventures with third parties: Beacon Hill (50%); Cornelius Gateway (80%); and Bayport Commons (60%).
|
|
Property
|
State
|
MSA
|
Encumbrances
|
Annualized
Base Rent
Revenue
1
|
Annualized Ground Lease Revenue
|
Annualized Total Retail Revenue
|
Percentage of Annualized Total Retail Revenue
|
Base Rent Per Leased Owned GLA
2
|
Major Tenants and
Non-Owned Anchors
3
|
|||
12
th
Street Plaza
|
FL
|
Vero Beach
|
$
|
7,765,978
|
$1,252,327
|
$ —
|
$1,252,327
|
1.69%
|
$9.37
|
Publix, Stein Mart, Tuesday Morning, Sunshine Furniture, Planet Fitness
|
||
Bayport Commons
|
FL
|
Oldsmar
|
12,914,303
|
1,579,951
|
-
|
1,579,951
|
2.13%
|
18.29
|
PetSmart, Michaels, Target (non-owned)
|
|||
Cobblestone Plaza
|
FL
|
Ft. Lauderdale
|
—
|
3,265,993
|
250,000
|
3,515,993
|
4.73%
|
25.25
|
Whole Foods, Party City, All Pets Emporium
|
|||
Cove Center
|
FL
|
Stuart
|
—
|
1,431,464
|
-
|
1,431,464
|
1.93%
|
9.57
|
Publix, Beall’s
|
|||
Estero Town Commons
|
FL
|
Naples
|
—
|
339,704
|
750,000
|
1,089,704
|
1.47%
|
23.30
|
Lowe's Home Improvement
|
|||
Indian River Square
|
FL
|
Vero Beach
|
12,658,987
|
1,477,601
|
125,000
|
1,602,601
|
2.16%
|
10.79
|
Beall's, Office Depot, Target (non-owned),
Lowe's Home Improvement (non-owned)
|
|||
International Speedway Square
|
FL
|
Daytona
|
20,577,546
|
2,369,468
|
418,475
|
2,787,943
|
3.75%
|
10.44
|
Bed Bath & Beyond, Stein Mart, Old Navy, Staples,
Michaels, Dick’s Sporting Goods
|
|||
King's Lake Square
|
FL
|
Naples
|
—
|
861,180
|
-
|
861,180
|
1.16%
|
11.28
|
Publix, Retro Fitness
|
|||
Lithia Crossing
|
FL
|
Tampa
|
—
|
1,144,571
|
72,000
|
1,216,571
|
1.64%
|
13.97
|
Stein Mart
|
|||
Pine Ridge Crossing
|
FL
|
Naples
|
17,285,953
|
1,597,003
|
-
|
1,597,003
|
2.15%
|
15.95
|
Publix, Target (non-owned), Beall's (non-owned)
|
|||
Riverchase Plaza
|
FL
|
Naples
|
10,371,572
|
1,122,118
|
-
|
1,122,118
|
1.51%
|
14.70
|
Publix
|
|||
Shops at Eagle Creek
|
FL
|
Naples
|
—
|
867,422
|
55,104
|
922,526
|
1.24%
|
14.11
|
Staples, Lowe’s Home Improvement (non-owned)
|
|||
Tarpon Bay Plaza
|
FL
|
Naples
|
—
|
1,665,782
|
100,000
|
1,765,782
|
2.38%
|
21.32
|
Cost Plus, A C Moore, Staples, Target (non-owned)
|
|||
Gainesville Plaza
|
FL
|
Gainesville
|
—
|
833,025
|
-
|
833,025
|
1.12%
|
5.15
|
Books-A-Million, Save-A-Lot, Wal-Mart
|
|||
Waterford Lakes Village
|
FL
|
Orlando
|
—
|
913,496
|
-
|
913,496
|
1.23%
|
12.19
|
Winn-Dixie
|
|||
Kedron Village
|
GA
|
Atlanta
|
29,464,314
|
2,411,464
|
-
|
2,411,464
|
3.24%
|
17.18
|
Bed Bath & Beyond, Ross, PETCO, Target (non-owned)
|
|||
Publix at Acworth
|
GA
|
Atlanta
|
—
|
645,107
|
-
|
645,107
|
0.87%
|
11.35
|
Publix
|
|||
The Centre at Panola
|
GA
|
Atlanta
|
3,035,797
|
795,662
|
-
|
795,662
|
1.07%
|
11.64
|
Publix
|
|||
Fox Lake Crossing
|
IL
|
Chicago
|
—
|
1,165,857
|
-
|
1,165,857
|
1.57%
|
13.40
|
Dominick's Finer Foods
|
|||
Naperville Marketplace
|
IL
|
Chicago
|
—
|
1,050,501
|
-
|
1,050,501
|
1.41%
|
12.79
|
TJ Maxx, PetSmart, Caputo’s (non-owned)
|
|||
54
th
& College
|
IN
|
Indianapolis
|
—
|
-
|
260,000
|
260,000
|
0.35%
|
-
|
The Fresh Market (non-owned)
|
|||
Beacon Hill
|
IN
|
Crown Point
|
7,041,750
|
678,147
|
-
|
678,147
|
0.91%
|
14.73
|
Strack & Van Til (non-owned), Walgreens (non-owned)
|
|||
Boulevard Crossing
|
IN
|
Kokomo
|
—
|
1,677,655
|
-
|
1,677,655
|
2.26%
|
14.04
|
PETCO, TJ Maxx, Ulta Salon, Kohl's (non-owned)
|
|||
Bridgewater Marketplace
|
IN
|
Indianapolis
|
2,000,000
|
306,929
|
-
|
306,929
|
0.41%
|
17.33
|
Walgreens (non-owned)
|
|||
Cool Creek Commons
|
IN
|
Indianapolis
|
17,166,085
|
1,942,719
|
-
|
1,942,719
|
2.61%
|
16.31
|
The Fresh Market, Stein Mart, Bang Fitness
|
|||
DePauw University Bookstore and Café
|
IN
|
Greencastle
|
—
|
100,119
|
-
|
100,119
|
0.13%
|
Folletts, Starbucks
|
||||
Eddy Street Commons
|
IN
|
South Bend
|
25,064,365
|
1,922,901
|
-
|
1,922,901
|
2.59%
|
23.51
|
Hammes Bookstore, Urban Outfitters
|
|||
Fishers Station
|
IN
|
Indianapolis
|
8,000,000
|
1,281,804
|
-
|
1,281,804
|
1.72%
|
11.51
|
Marsh Supermarkets, Goodwill, Dollar Tree
|
|||
Geist Pavilion
|
IN
|
Indianapolis
|
11,003,937
|
856,279
|
-
|
856,279
|
1.15%
|
16.80
|
Goodwill, Ace Hardware
|
|||
Glendale Town Center
|
IN
|
Indianapolis
|
—
|
2,591,761
|
-
|
2,591,761
|
3.49%
|
6.70
|
Macy’s, Landmark Theatres, Staples, Indianapolis Library,
Lowe's Home Improvement (non-owned),
Target (non-owned), Walgreens (non-owned)
|
|||
Greyhound Commons
|
IN
|
Indianapolis
|
—
|
-
|
221,748
|
221,748
|
0.30%
|
-
|
Lowe's Home Improvement (non-owned)
|
|||
Hamilton Crossing Centre
|
IN
|
Indianapolis
|
—
|
1,506,022
|
78,650
|
1,584,672
|
2.13%
|
18.60
|
Office Depot
|
|||
Red Bank Commons
|
IN
|
Evansville
|
—
|
316,356
|
-
|
316,356
|
0.43%
|
13.72
|
Wal-Mart (non-owned), Home Depot (non-owned)
|
|||
Rivers Edge
|
IN
|
Indianapolis
|
—
|
2,834,774
|
-
|
2,834,774
|
3.81%
|
19.00
|
Buy Buy Baby, Nordstrom Rack, The Container Store, Arhaus Furniture
|
|||
Stoney Creek Commons
|
IN
|
Indianapolis
|
—
|
998,823
|
-
|
998,823
|
1.34%
|
11.84
|
HH Gregg , Office Depot, Lowe's Home Improvement (non-owned)
|
|||
The Corner
|
IN
|
Indianapolis
|
—
|
613,210
|
-
|
613,210
|
0.83%
|
15.37
|
Hancock Fabrics
|
|||
Traders Point
|
IN
|
Indianapolis
|
45,091,190
|
4,105,562
|
435,000
|
4,540,562
|
6.11%
|
14.80
|
Dick's Sporting Goods, AMC Theatre, Marsh, Bed Bath & Beyond, Michaels, Old Navy, PetSmart
|
|||
Traders Point II
|
IN
|
Indianapolis
|
—
|
773,511
|
-
|
773,511
|
1.04%
|
26.13
|
||||
Whitehall Pike
|
IN
|
Bloomington
|
7,207,871
|
1,014,000
|
-
|
1,014,000
|
1.36%
|
7.86
|
Lowe's Home Improvement
|
|||
Zionsville Walgreens
|
IN
|
Indianapolis
|
3,340,940
|
426,000
|
-
|
426,000
|
0.57%
|
29.28
|
Walgreens
|
|||
Property
|
State
|
MSA
|
Encumbrances
|
Annualized
Base Rent
Revenue
1
|
Annualized Ground Lease Revenue
|
Annualized Total Retail Revenue
|
Percentage of Annualized Total Retail Revenue
|
Base Rent Per Leased Owned GLA
2
|
Major Tenants and
Non-Owned Anchors
3
|
|||
Oleander Place
|
NC
|
Wilmington
|
—
|
727,784
|
80,000
|
807,784
|
1.09%
|
15.98
|
Whole Foods
|
|||
Ridge Plaza
|
NJ
|
Oak Ridge
|
14,243,655
|
1,476,023
|
-
|
1,476,023
|
1.99%
|
16.06
|
A&P Grocery, CVS
|
|||
Eastgate Pavilion
|
OH
|
Cincinnati
|
16,482,000
|
2,139,270
|
-
|
2,139,270
|
2.88%
|
9.06
|
Best Buy, Dick's Sporting Goods, Value City Furniture, PetSmart, DSW
|
|||
Cornelius Gateway
|
OR
|
Portland
|
—
|
268,608
|
-
|
268,608
|
0.36%
|
20.22
|
FedEx/Kinko’s
|
|||
Shops at Otty
|
OR
|
Portland
|
—
|
277,494
|
136,300
|
413,794
|
0.56%
|
28.19
|
Wal-Mart (non-owned)
|
|||
Shoppes at Plaza Green
|
SC
|
Greenville
|
—
|
2,236,271
|
-
|
2,236,271
|
3.01%
|
12.07
|
Bed Bath & Beyond, Christmas Tree Shops, Sears, Party City, Shoe Carnival, AC Moore, Old Navy
|
|||
Publix at Woodruff
|
SC
|
Greenville
|
—
|
676,208
|
-
|
676,208
|
0.91%
|
10.21
|
Publix
|
|||
Burlington Coat Factory
|
TX
|
San Antonio
|
—
|
537,000
|
-
|
537,000
|
0.72%
|
5.00
|
Burlington Coat Factory
|
|||
Cedar Hill Village
|
TX
|
Dallas
|
—
|
726,156
|
-
|
726,156
|
0.98%
|
16.94
|
24 Hour Fitness, JC Penney (non-owned)
|
|||
Market Street Village
|
TX
|
Hurst
|
—
|
1,802,597
|
33,000
|
1,835,597
|
2.47%
|
11.51
|
Jo-Ann Fabric, Ross, Office Depot, Buy Buy Baby
|
|||
Plaza at Cedar Hill
|
TX
|
Dallas
|
—
|
3,655,482
|
-
|
3,655,482
|
4.92%
|
12.27
|
Hobby Lobby, Office Max, Ross, Marshalls, Sprouts Farmers Market,
Toys “R” Us/Babies “R” Us, HMY Roomstore, DSW
|
|||
Plaza Volente
|
TX
|
Austin
|
27,297,725
|
2,367,204
|
110,000
|
2,477,204
|
3.33%
|
15.62
|
H-E-B Grocery
|
|||
Sunland Towne Centre
|
TX
|
El Paso
|
24,599,344
|
2,974,527
|
115,290
|
3,089,817
|
4.16%
|
10.96
|
PetSmart, Ross, HMY Roomstore, Kmart, Bed Bath & Beyond, Specs Fine Wines
|
|||
50
th
& 12
th
|
WA
|
Seattle
|
4,125,671
|
475,000
|
-
|
475,000
|
0.64%
|
32.76
|
Walgreens
|
|||
TOTAL
|
$
|
326,738,983
|
$71,075,890
|
$3,240,567
|
$74,316,457
|
100%
|
$12.95
|
____________________
|
|
1
|
Annualized Base Rent Revenue represents the contractual rent for December 2012 for each applicable property, multiplied by 12. This table does not include Annualized Base Rent from development property tenants open for business as of December 31, 2012.
Excludes tenant reimbursements.
|
2
|
Owned GLA represents gross leasable area that is owned by the Company. Total GLA includes Owned GLA, square footage attributable to non-owned anchor space and non-owned structures on ground leases.
|
Property
|
MSA
|
Year Built/
Renovated
|
Acquired,
Redeveloped
or Developed
|
Encumbrances
|
Owned
NRA
|
Percentage
of Owned
NRA
Leased
|
Annualized
Base Rent
1
|
Percentage
of
Annualized
Commercial
Base Rent
|
Base Rent
Per Leased
Sq. Ft.
|
Major Tenants
|
||||
Indiana
|
||||||||||||||
30 South
2
|
Indianapolis
|
1905/2002
|
Redeveloped
|
$
|
20,476,090
|
300,095
|
91.9%
|
$
|
4,841,650
|
81.3%
|
$
|
17.57
|
Indiana Supreme Court, City Securities, Kite Realty Group, Lumina Foundation
|
|
Union Station Parking Garage
3
|
Indianapolis
|
1986
|
Acquired
|
—
|
N/A
|
N/A
|
N/A
|
N/A
|
N/A
|
Denison Parking
|
||||
Eddy Street Office (part of Eddy Street Commons)
4
|
South Bend
|
2009
|
Developed
|
—
|
81,628
|
100.0%
|
1,116,736
|
18.7%
|
13.68
|
University of Notre Dame Offices
|
||||
TOTAL
|
$
|
20,476,090
|
381,723
|
93.6%
|
$
|
5,958,386
|
100.0%
|
$
|
16.68
|
____________________
|
|
1
|
Annualized Base Rent represents the monthly contractual rent for December 2012 for each applicable property, multiplied by 12. Excludes tenant reimbursements.
|
2
|
Annualized Base Rent includes $779,507 from the Company and subsidiaries as of December 31, 2012.
|
3
|
The garage is managed by a third party.
|
4
|
The Company also owns Eddy Street Commons in South Bend, Indiana along with a parking garage that serves a hotel and the office and retail components of the property.
|
Project
|
Company Ownership %
|
Project Type
|
MSA
|
Encumbrances
|
Actual/
Projected Opening
Date
1
|
Projected
Owned
GLA
2
|
Projected
Total
GLA
3
|
Percent
of Owned
GLA
Pre-Leased/
Committed
5
|
Total
Estimated
Project
Cost
6
|
Cost
Incurred
as of
December 31, 2012
6,7
|
Major Tenants and Non-owned Anchors
|
|||||||||||||||||
Delray Marketplace, FL
8
|
50%
|
Development
|
Delray Beach
|
$
|
43,225,945
|
Q4 2012
|
254,686
|
265,399
|
80.9%
|
$
|
95,000
|
$
|
89,075
|
Publix, Frank Theatres, Max's Grille, Charming Charlie, Chico's, White House/Black Market, Jos. A Bank
|
||||||||||||||
Holly Springs Towne Center (formerly New Hill Place), NC – Phase I
|
100%
|
Development
|
Raleigh
|
8,949,409
|
Q1 2013
|
204,936
|
374,334
|
85.4%
|
57,000
|
38,072
|
Target (non-owned), Dick’s Sporting Goods, Marshall’s, Michael’s, PETCO, Charming Charlie, Ulta Salon, Pier 1 Imports
|
|||||||||||||||||
Four Corner Square / Maple Valley, WA
9
|
100%
|
Redevelopment
|
Seattle
|
12,625,273
|
Q1 2013
|
108,523
|
118,523
|
86.5%
|
23,500
|
19,827
|
Do It Best Hardware, Walgreens, Grocery Outlet
|
|||||||||||||||||
Rangeline Crossing (formerly The Centre), IN
|
100%
|
Redevelopment
|
Indianapolis
|
4,014,582
|
Q2 2013
|
84,327
|
84,327
|
94.5%
|
15,500
|
2,939
|
Earth Fare, Walgreens, Old National Bank, Panera
|
|||||||||||||||||
Parkside Town Commons, NC – Phase I
3
|
100%
|
Development
|
Raleigh
|
13,604,000
|
Q2 2014
|
98,979
|
291,144
|
53.5%
|
39,000
|
12,967
|
Target (non-owned), Harris Teeter (ground lease), Jr. Box
|
|||||||||||||||||
Bolton Plaza, FL
|
100%
|
Redevelopment
|
Jacksonville
|
—
|
Q1 2014
|
155,637
|
155,637
|
84.2%
|
10,300
|
3,173
|
Academy Sports & Outdoors, LA Fitness
|
|||||||||||||||||
Total In-Process Development / Redevelopment Projects
|
$
|
82,419,209
|
907,088
|
1,289,364
|
81.4%
|
$
|
240,300
|
$
|
166,053
|
|||||||||||||||||||
Cost incurred as of December 31, 2012 included in Construction in progress on consolidated balance sheet
7
|
$ |
145,626
|
|
____________________
|
|
1
|
Opening Date is defined as the first date a tenant is open for business or a ground lease payment is made. Stabilization (i.e., 85% occupied) typically occurs within six to twelve months after the opening date.
|
2
|
Projected Owned GLA represents gross leasable area we project we will own. It excludes square footage that we project will be attributable to non-owned outlot structures on land owned by us and expected to be ground leased to tenants. It also excludes non-owned anchor space.
|
3
|
Projected Total GLA includes Projected Owned GLA, projected square footage attributable to non-owned outlot structures on land that we own, and non-owned anchor space that currently exists or is under construction.
|
4
|
Includes tenants that have taken possession of their space or have begun paying rent.
|
5
|
Excludes outlot land parcels owned by the Company and ground leased to tenants. Includes leases under negotiation for approximately 16,628 square feet for which the Company has signed non-binding letters of intent.
|
6
|
Dollars in thousands. Reflects both the Company’s and partners’ share of costs.
|
7
|
Cost incurred is reclassified to fixed assets on the consolidated balance sheet on a pro-rata basis as portions of the asset are placed in service.
|
8
|
The Company owns Delray Marketplace through a joint venture through which it earns a preferred return (which is expected to deliver the majority of the joint venture’s cash flow to the Company), and 50% of the joint venture’s cash flow thereafter.
|
9
|
Total estimated project cost for Four Corner Square/Maple Valley is shown net of projected sales of $9.9 million. The cost incurred represents the cost primarily related to the Maple Valley land and site work performed to date.
|
Project
|
Project Type
|
MSA
|
Company Ownership %
|
Encumbrances
|
Estimated Total GLA
1
|
Total Estimated Project Cost
1,2
|
Cost Incurred as of Dec. 31, 2012
2
|
Major Tenants and Non-owned Anchors
|
||||||||||||
Courthouse Shadows, FL
3
|
Redevelopment
|
Naples
|
100%
|
$
|
—
|
134,867
|
$
|
2,500
|
$
|
442
|
Publix, Office Max
|
|||||||||
Broadstone Station, NC
|
Development
|
Raleigh
|
100%
|
—
|
345,000
|
19,100
|
16,261
|
Shops, Pad Sales, Jr. Boxes, Super Wal-Mart (non-owned)
|
||||||||||||
Holly Springs Towne Center, NC
Phase II
|
Development
|
Raleigh
|
100%
|
—
|
170,000
|
44,300
|
15,937
|
Target (non-owned), Frank Theatres, and three Junior Anchors
|
||||||||||||
Parkside Town Commons, NC – Phase II
|
Development
|
Raleigh
|
100%
|
—
|
306,350
|
66,000
|
18,148
|
Frank Theatres, Jr. Boxes, Restaurants
|
||||||||||||
TOTAL
|
$
|
—
|
956,217
|
$
|
131,900
|
$
|
50,788
|
____________________
|
|
1
|
Total Estimated Project Cost and Estimated Total GLA based on preliminary site plans and include non-owned anchor space that exists or is currently under construction.
|
2
|
Dollars in thousands.
|
3
|
Redevelopment properties are not reflected in operating portfolio statistics.
|
Tenant
|
Number of
Stores
|
Total GLA
|
Number of
Leases
|
Company
Owned GLA
1
|
Number of Anchor
Owned Stores
|
Anchor
Owned GLA
2
|
||||||
Lowe's Home Improvement
3
|
6
|
832,630
|
2
|
128,997
|
4
|
703,633
|
||||||
Target
|
6
|
665,732
|
—
|
—
|
6
|
665,732
|
||||||
Publix
|
9
|
432,368
|
9
|
432,368
|
—
|
—
|
||||||
Wal-Mart
|
3
|
393,161
|
1
|
103,161
|
2
|
290,000
|
||||||
Bed Bath & Beyond
4
|
9
|
263,816
|
9
|
263,816
|
—
|
—
|
||||||
Federated Department Stores
|
1
|
237,455
|
1
|
237,455
|
—
|
—
|
||||||
Beall's
|
4
|
186,607
|
3
|
150,163
|
1
|
36,444
|
||||||
Dick's Sporting Goods
|
3
|
171,737
|
3
|
171,737
|
—
|
—
|
||||||
Home Depot
|
1
|
140,000
|
—
|
—
|
1
|
140,000
|
||||||
Stein Mart
|
4
|
138,800
|
4
|
138,800
|
—
|
—
|
||||||
46
|
3,462,306
|
32
|
1,626,497
|
14
|
1,835,809
|
____________________
|
|
1
|
Excludes the estimated size of the structures located on land owned by the Company and ground leased to tenants.
|
2
|
Includes the estimated size of the structures located on land owned by the Company and ground leased to tenants.
|
3
|
The Company has entered into one ground lease with Lowe’s Home Improvement for a total of 163,000 square feet, which is included in Anchor Owned GLA.
|
4
|
Includes Buy Buy Baby and Christmas Tree Shops which are owned by the same parent company.
|
Tenant
|
Type of
Property
|
Number of
Stores
|
Leased GLA/NRA
2
|
% of Owned
GLA/NRA
of the
Portfolio
|
Annualized
Base Rent
1
|
Annualized
Base Rent
per Sq. Ft.
3
|
% of Total
Portfolio
Annualized
Base Rent
|
|||||||||
Publix
|
Retail
|
9
|
432,368
|
7.0%
|
$
|
3,450,912
|
$
|
7.98
|
4.2%
|
|||||||
Bed Bath & Beyond
4
|
Retail
|
9
|
263,816
|
4.3%
|
2,804,872
|
10.63
|
3.4%
|
|||||||||
Lowe's Home Improvement
|
Retail
|
2
|
128,997
|
2.1%
|
1,764,000
|
6.04
|
2.1%
|
|||||||||
PetSmart
|
Retail
|
5
|
126,992
|
2.1%
|
1,725,033
|
13.58
|
2.1%
|
|||||||||
Marsh Supermarkets
|
Retail
|
2
|
124,902
|
2.0%
|
1,633,958
|
13.08
|
2.0%
|
|||||||||
Dick's Sporting Goods
|
Retail
|
3
|
171,737
|
2.8%
|
1,404,508
|
8.18
|
1.7%
|
|||||||||
Indiana Supreme Court
|
Commercial
|
1
|
75,488
|
1.2%
|
1,346,712
|
17.84
|
1.6%
|
|||||||||
Staples
|
Retail
|
4
|
89,797
|
1.5%
|
1,226,835
|
13.66
|
1.5%
|
|||||||||
Beall’s
|
Retail
|
3
|
150,163
|
2.4%
|
1,201,967
|
8.00
|
1.5%
|
|||||||||
Ross Stores
|
Retail
|
4
|
117,761
|
1.9%
|
1,188,144
|
10.09
|
1.4%
|
|||||||||
HEB Grocery Company
|
Retail
|
1
|
105,000
|
1.7%
|
1,155,000
|
11.00
|
1.4%
|
|||||||||
Whole Foods
|
Retail
|
2
|
66,144
|
1.1%
|
1,043,976
|
15.78
|
1.3%
|
|||||||||
Office Depot
|
Retail
|
4
|
96,060
|
1.6%
|
1,027,338
|
10.69
|
1.3%
|
|||||||||
Stein Mart
|
Retail
|
4
|
138,800
|
2.3%
|
936,346
|
6.75
|
1.1%
|
|||||||||
Best Buy
|
Retail
|
2
|
75,045
|
1.2%
|
911,993
|
12.15
|
1.1%
|
|||||||||
Walgreens
|
Retail
|
2
|
29,050
|
0.5%
|
901,000
|
31.02
|
1.1%
|
|||||||||
City Financial Corp
|
Commercial
|
1
|
52,151
|
0.8%
|
855,000
|
16.39
|
1.0%
|
|||||||||
Mattress Firm
|
Retail
|
8
|
33,465
|
0.5%
|
853,424
|
25.50
|
1.0%
|
|||||||||
Kmart
|
Retail
|
1
|
110,875
|
1.8%
|
850,379
|
7.67
|
1.0%
|
|||||||||
Dominick's
|
Retail
|
1
|
65,977
|
1.1%
|
841,207
|
12.75
|
1.0%
|
|||||||||
TJX Companies
|
Retail
|
3
|
89,550
|
1.5%
|
834,813
|
9.32
|
1.0%
|
|||||||||
Michaels
|
Retail
|
3
|
68,989
|
1.1%
|
804,460
|
11.66
|
1.0%
|
|||||||||
A & P
|
Retail
|
1
|
58,732
|
1.0%
|
725,340
|
12.35
|
0.9%
|
|||||||||
AC Moore
|
Retail
|
2
|
43,177
|
0.7%
|
649,446
|
15.04
|
0.8%
|
|||||||||
Nordstrom Rack
|
Retail
|
1
|
35,200
|
0.6%
|
633,600
|
18.00
|
0.8%
|
|||||||||
TOTAL
|
2,750,236
|
44.8%
|
$
|
30,770,263
|
$
|
10.53
|
37.3%
|
____________________
|
|
1
|
Annualized Base Rent represents the monthly contractual rent for December 2012 for each applicable tenant multiplied by 12. Annualized Base Rent does not include tenant reimbursements.
|
2
|
Excludes the estimated size of the structures located on land owned by the Company and ground leased to tenants.
|
3
|
Annualized Base Rent per square foot is adjusted to account for the estimated square footage attributed to structures on land owned by the Company and ground leased to tenants.
|
4
|
Includes Buy Buy Baby and Christmas Tree Shops, which are owned by the same parent company.
|
Number of Operating Properties
1
|
Owned GLA/NRA
2
|
Percent of Owned GLA/NRA
|
Total
Number of
Leases
|
Annualized
Base Rent
3
|
Percent of
Annualized
Base Rent
|
Annualized
Base Rent per
Leased Sq. Ft.
|
||||||||||
Indiana
|
22
|
2,250,222
|
36.3%
|
242
|
$
|
29,904,958
|
38.8%
|
$
|
14.04
|
|||||||
·
Retail
|
20
|
1,868,499
|
30.1%
|
224
|
23,946,572
|
31.1%
|
13.51
|
|||||||||
·
Commercial
|
2
|
381,723
|
6.2%
|
18
|
5,958,386
|
7.7%
|
16.68
|
|||||||||
Florida
|
15
|
1,691,360
|
27.3%
|
218
|
20,721,105
|
26.9%
|
13.05
|
|||||||||
Texas
|
6
|
1,074,467
|
17.3%
|
82
|
12,062,964
|
15.7%
|
11.74
|
|||||||||
Georgia
|
3
|
300,052
|
4.8%
|
55
|
3,852,233
|
5.0%
|
14.50
|
|||||||||
South Carolina
|
2
|
263,589
|
4.3%
|
21
|
2,912,478
|
3.8%
|
11.58
|
|||||||||
Illinois
|
2
|
182,835
|
3.0%
|
17
|
2,216,357
|
2.9%
|
13.10
|
|||||||||
Ohio
|
1
|
236,230
|
3.8%
|
7
|
2,139,270
|
2.8%
|
9.06
|
|||||||||
New Jersey
|
1
|
115,088
|
1.9%
|
12
|
1,476,023
|
1.9%
|
16.06
|
|||||||||
North Carolina
|
1
|
45,530
|
0.7%
|
6
|
727,784
|
0.9%
|
15.98
|
|||||||||
Oregon
|
2
|
31,169
|
0.5%
|
13
|
546,102
|
0.7%
|
23.61
|
|||||||||
Washington
|
1
|
14,500
|
0.2%
|
1
|
475,000
|
0.6%
|
32.76
|
|||||||||
56
|
6,205,042
|
100.0%
|
674
|
$
|
77,034,274
|
100.0%
|
$
|
13.18
|
____________________
|
|
1
|
This table includes operating retail properties, operating commercial properties, and ground lease tenants who commenced paying rent as of December 31, 2012 and excludes six retail properties under redevelopment.
|
2
|
Owned GLA/NRA represent gross leasable area or net leasable area owned by the Company. It does not include 29 parcels or outlots owned by the Company and ground leased to tenants, which contain 18 non-owned structures totaling approximately 357,104 square feet. It also excludes the square footage of Union Station Parking Garage.
|
3
|
Annualized Base Rent excludes $3,240,567 in annualized ground lease revenue attributable to parcels and outlots owned by the Company and ground leased to tenants.
|
Number of Expiring Leases
1
|
Expiring GLA/NRA
2
|
% of Total GLA/NRA Expiring
|
Expiring Annualized Base Rent
3
|
% of Total Annualized Base Rent
|
Expiring Annualized Base Rent per Sq. Ft.
|
Expiring Ground Lease Revenue
|
|||||||||||
2013
|
74
|
307,529
|
5.0%
|
$
|
3,718,576
|
4.7%
|
$
|
12.09
|
$
|
—
|
|||||||
2014
|
84
|
427,871
|
7.0%
|
6,236,599
|
7.8%
|
14.58
|
340,475
|
||||||||||
2015
|
91
|
782,212
|
12.8%
|
10,259,585
|
12.9%
|
13.12
|
198,650
|
||||||||||
2016
|
106
|
849,707
|
13.9%
|
8,535,598
|
10.7%
|
10.05
|
—
|
||||||||||
2017
|
106
|
689,219
|
11.3%
|
10,298,769
|
12.9%
|
14.94
|
351,300
|
||||||||||
2018
|
61
|
541,607
|
8.9%
|
6,633,087
|
8.3%
|
12.25
|
—
|
||||||||||
2019
|
24
|
235,517
|
3.9%
|
3,476,019
|
4.4%
|
14.76
|
33,000
|
||||||||||
2020
|
28
|
395,920
|
6.5%
|
4,360,301
|
5.5%
|
11.01
|
156,852
|
||||||||||
2021
|
33
|
460,953
|
7.6%
|
5,626,103
|
7.1%
|
12.21
|
—
|
||||||||||
2022
|
41
|
490,287
|
8.0%
|
7,298,071
|
9.2%
|
14.89
|
—
|
||||||||||
Beyond
|
48
|
915,168
|
15.1%
|
13,204,059
|
16.5%
|
14.43
|
2,160,290
|
||||||||||
Total
|
696
|
6,095,990
|
100.0%
|
$
|
79,646,767
|
100.0%
|
$
|
13.07
|
$
|
3,240,567
|
____________________
|
|
1
|
Lease expiration table reflects rents in place as of December 31, 2012 and does not include option periods; 2013 expirations include 16 month-to-month tenants. This column also excludes ground leases.
|
2
|
Expiring GLA excludes estimated square footage attributable to non-owned structures on land owned by the Company and ground leased to tenants.
|
3
|
Annualized Base Rent represents the monthly contractual rent for December 2012 for each applicable tenant multiplied by 12. Excludes tenant reimbursements and ground lease revenue.
|
Number of Expiring Leases
2
|
Expiring GLA/NRA
3
|
% of Total GLA/NRA Expiring
|
Expiring Annualized Base Rent
4
|
% of Total Annualized Base Rent
|
Expiring Annualized Base Rent per Sq. Ft.
|
Expiring Ground Lease Revenue
|
|||||||||||
2013
|
4
|
155,783
|
2.6%
|
$
|
759,575
|
1.0%
|
$
|
4.88
|
$
|
—
|
|||||||
2014
|
8
|
250,877
|
4.1%
|
2,196,613
|
2.8%
|
8.76
|
—
|
||||||||||
2015
|
19
|
549,809
|
9.0%
|
5,330,426
|
6.7%
|
9.70
|
—
|
||||||||||
2016
|
14
|
608,247
|
10.0%
|
3,643,683
|
4.5%
|
5.99
|
—
|
||||||||||
2017
|
15
|
412,553
|
6.8%
|
4,563,483
|
5.7%
|
11.06
|
—
|
||||||||||
2018
|
9
|
401,362
|
6.6%
|
3,600,295
|
4.5%
|
8.97
|
—
|
||||||||||
2019
|
8
|
186,989
|
3.1%
|
2,495,445
|
3.1%
|
13.35
|
—
|
||||||||||
2020
|
9
|
333,170
|
5.5%
|
2,920,153
|
3.7%
|
8.76
|
—
|
||||||||||
2021
|
13
|
390,497
|
6.4%
|
3,999,296
|
5.0%
|
10.24
|
—
|
||||||||||
2022
|
14
|
353,638
|
5.8%
|
4,414,997
|
5.5%
|
12.48
|
—
|
||||||||||
Beyond
|
20
|
687,824
|
11.3%
|
9,045,603
|
11.3%
|
13.15
|
990,000
|
||||||||||
Total
|
133
|
4,330,749
|
71.2%
|
$
|
42,969,569
|
53.8%
|
$
|
9.92
|
$
|
990,000
|
____________________
|
|
1
|
Retail anchor tenants are defined as tenants that occupy 10,000 square feet or more.
|
2
|
Lease expiration table reflects rents in place as of December 31, 2012 and does not include option periods; 2012 expirations include one month-to-month tenant. This column also excludes ground leases.
|
3
|
Expiring GLA excludes square footage for non-owned ground lease structures on land we own and ground leased to tenants.
|
4
|
Annualized Base Rent represents the monthly contractual rent for December 2012 for each applicable property multiplied by 12. Excludes tenant reimbursements and ground lease revenue.
|
Number of Expiring Leases
1
|
Expiring GLA/NRA
1,2
|
% of Total GLA/NRA Expiring
|
Expiring Annualized Base Rent
3
|
% of Total Annualized Base Rent
|
Expiring Annualized Base Rent per Sq. Ft.
|
Expiring Ground Lease Revenue
|
|||||||||||
2013
|
68
|
140,728
|
2.3%
|
$
|
2,692,987
|
3.5%
|
$
|
19.14
|
$
|
—
|
|||||||
2014
|
75
|
168,116
|
2.8%
|
3,866,865
|
4.9%
|
23.00
|
340,475
|
||||||||||
2015
|
70
|
186,782
|
3.1%
|
4,143,412
|
5.2%
|
22.18
|
198,650
|
||||||||||
2016
|
92
|
241,460
|
4.0%
|
4,891,915
|
6.1%
|
20.26
|
—
|
||||||||||
2017
|
89
|
196,381
|
3.2%
|
4,302,462
|
5.4%
|
21.91
|
351,300
|
||||||||||
2018
|
51
|
133,206
|
2.2%
|
2,902,568
|
3.6%
|
21.79
|
—
|
||||||||||
2019
|
16
|
48,528
|
0.8%
|
980,575
|
1.2%
|
20.21
|
33,000
|
||||||||||
2020
|
18
|
52,681
|
0.9%
|
1,266,448
|
1.6%
|
24.04
|
156,852
|
||||||||||
2021
|
19
|
64,294
|
1.1%
|
1,485,075
|
1.9%
|
23.10
|
—
|
||||||||||
2022
|
24
|
85,603
|
1.4%
|
2,009,456
|
2.5%
|
23.47
|
—
|
||||||||||
Beyond
|
23
|
90,194
|
1.5%
|
2,177,051
|
2.8%
|
24.14
|
1,170,290
|
||||||||||
Total
|
545
|
1,407,973
|
23.3%
|
$
|
30,718,814
|
38.7%
|
$
|
21.82
|
$
|
2,250,567
|
____________________
|
|
1
|
Lease expiration table reflects rents in place as of December 31, 2012, and does not include option periods; 2012 expirations include 15 month-to-month tenants. This column also excludes ground leases.
|
2
|
Expiring GLA excludes estimated square footage to non-owned structures on land we own and ground leased to tenants.
|
3
|
Annualized Base Rent represents the monthly contractual rent for December 2012 for each applicable property multiplied by 12. Excludes tenant reimbursements and ground lease revenue.
|
Number of Expiring Leases
1
|
Expiring GLA/NLA
1
|
% of Total GLA/NRA Expiring
|
Expiring Annualized Base Rent
2
|
% of Total Annualized Base Rent
3
|
Expiring Annualized Base Rent per Sq. Ft.
|
|||||||||
2013
|
2
|
11,018
|
0.2%
|
$
|
266,014
|
0.3%
|
$
|
24.14
|
||||||
2014
|
1
|
8,878
|
0.2%
|
173,121
|
0.2%
|
19.50
|
||||||||
2015
|
2
|
45,621
|
0.8%
|
785,747
|
1.0%
|
17.22
|
||||||||
2016
|
0
|
0
|
0.0%
|
0
|
0.0%
|
0.00
|
||||||||
2017
|
2
|
80,285
|
1.3%
|
1,432,824
|
1.8%
|
17.85
|
||||||||
2018
|
1
|
7,039
|
0.1%
|
130,224
|
0.2%
|
18.50
|
||||||||
2019
|
0
|
0
|
0.0%
|
0
|
0.0%
|
0.00
|
||||||||
2020
|
1
|
10,069
|
0.2%
|
173,700
|
0.2%
|
17.25
|
||||||||
2021
|
1
|
6,162
|
0.1%
|
141,732
|
0.2%
|
23.00
|
||||||||
2022
|
3
|
51,046
|
0.8%
|
873,619
|
1.1%
|
17.11
|
||||||||
Beyond
|
5
|
137,150
|
2.3%
|
1,981,405
|
2.5%
|
14.45
|
||||||||
Total
|
18
|
357,268
|
6.0%
|
$
|
5,958,386
|
7.5%
|
$
|
16.68
|
____________________
|
|
1
|
Lease expiration table reflects rents in place as of December 31, 2012 and does not include option periods. This column also excludes ground leases.
|
2
|
Annualized base rent represents the monthly contractual rent for December 31, 2012 for each applicable property multiplied by 12. Excludes tenant reimbursements.
|
Number of Leases Signed
|
Square Footage Signed
|
Average Rental Rent per square foot
|
|||||
New
|
102
|
517,500
|
$
|
17.80
|
|||
Renewal
|
65
|
438,300
|
13.47
|
||||
Total
|
167
|
955,800
|
$
|
15.82
|
High
|
Low
|
|||||||
Quarter Ended December 31, 2012
|
$ | 5.69 | $ | 4.48 | ||||
Quarter Ended September 30, 2012
|
$ | 5.40 | $ | 4.84 | ||||
Quarter Ended June 30, 2012
|
$ | 5.54 | $ | 3.81 | ||||
Quarter Ended March 31, 2012
|
$ | 5.62 | $ | 4.49 | ||||
Quarter Ended December 31, 2011
|
$ | 4.77 | $ | 3.19 | ||||
Quarter Ended September 30, 2011
|
$ | 5.08 | $ | 3.53 | ||||
Quarter Ended June 30, 2011
|
$ | 5.43 | $ | 4.54 | ||||
Quarter Ended March 31, 2011
|
$ | 5.70 | $ | 4.70 |
Quarter
|
Record Date
|
Distribution
Per Share
|
Payment Date
|
|||
4
th
2012
|
January 4, 2013
|
$
|
0.06
|
January 11, 2013
|
||
3
rd
2012
|
October 5, 2012
|
$
|
0.06
|
October 12, 2012
|
||
2
nd
2012
|
July 6, 2012
|
$
|
0.06
|
July 13, 2012
|
||
1
st
2012
|
April 5, 2012
|
$
|
0.06
|
April 13, 2012
|
||
4
th
2011
|
January 6, 2012
|
$
|
0.06
|
January 13, 2012
|
||
3
rd
2011
|
October 6, 2011
|
$
|
0.06
|
October 13, 2011
|
||
2
nd
2011
|
July 7, 2011
|
$
|
0.06
|
July 14, 2011
|
||
1
st
2011
|
April 6, 2011
|
$
|
0.06
|
April 13, 2011
|
12/07
|
6/08
|
12/08
|
6/09
|
12/09
|
6/10
|
12/10
|
6/11
|
12/11
|
6/12
|
12/12
|
||
Kite Realty Group Trust
|
100.00
|
84.14
|
38.81
|
22.43
|
32.44
|
34.21
|
45.56
|
42.87
|
39.91
|
45.25
|
51.90
|
|
S&P 500
|
100.00
|
88.09
|
63.00
|
64.99
|
79.67
|
74.37
|
91.67
|
97.20
|
93.61
|
102.49
|
108.59
|
|
FTSE NAREIT Equity REITs
|
100.00
|
96.41
|
62.27
|
54.67
|
79.70
|
84.13
|
101.99
|
112.39
|
110.45
|
126.91
|
130.39
|
Year Ended December 31
|
||||||||||||||||
2012
1
|
2011
2
|
2010
|
2009
3
|
2008
4
|
||||||||||||
($ in thousands, except share and per share data)
|
||||||||||||||||
Operating Data:
|
||||||||||||||||
Revenues:
|
||||||||||||||||
Rental related revenue
|
$
|
100,759
|
$
|
93,635
|
$
|
87,610
|
$
|
88,961
|
$
|
96,841
|
||||||
Construction and service fee revenue
|
295
|
373
|
6,848
|
19,451
|
39,103
|
|||||||||||
Total revenue
|
101,054
|
94,008
|
94,458
|
108,412
|
135,944
|
|||||||||||
Expenses:
|
||||||||||||||||
Property operating
|
17,392
|
17,555
|
16,777
|
16,988
|
15,391
|
|||||||||||
Real estate taxes
|
13,300
|
12,874
|
11,136
|
11,325
|
11,141
|
|||||||||||
Cost of construction and services
|
325
|
309
|
6,142
|
17,192
|
33,791
|
|||||||||||
General, administrative, and other
|
7,124
|
6,280
|
5,367
|
5,705
|
5,874
|
|||||||||||
Acquisition costs
|
364
|
—
|
—
|
—
|
—
|
|||||||||||
Litigation charge, net
|
1,007
|
—
|
—
|
—
|
—
|
|||||||||||
Depreciation and amortization
|
40,374
|
34,698
|
37,546
|
30,079
|
31,419
|
|||||||||||
Total expenses
|
79,886
|
71,716
|
76,968
|
81,289
|
97,616
|
|||||||||||
Operating income
|
21,168
|
22,292
|
17,490
|
27,123
|
38,328
|
|||||||||||
Interest expense
|
(25,660
|
)
|
(23,599
|
)
|
(26,809
|
)
|
(25,634
|
)
|
(28,112
|
)
|
||||||
Income tax benefit (expense) of taxable REIT subsidiary
|
106
|
1
|
(266
|
)
|
22
|
(1,928
|
)
|
|||||||||
Income (loss) from unconsolidated entities
|
91
|
334
|
(52
|
)
|
226
|
842
|
||||||||||
Non-cash gain from consolidation of subsidiary
|
—
|
—
|
—
|
1,635
|
—
|
|||||||||||
Gain on sale of unconsolidated property
|
—
|
4,320
|
—
|
—
|
1,233
|
|||||||||||
Remeasurement loss on consolidation of Parkside Town Commons, net
|
(7,980
|
)
|
—
|
—
|
—
|
—
|
||||||||||
Other income, net
|
149
|
209
|
230
|
225
|
158
|
|||||||||||
(Loss) income from continuing operations
|
(12,126
|
)
|
3,556
|
(9,407
|
)
|
3,597
|
10,522
|
|||||||||
Discontinued operations:
|
||||||||||||||||
Discontinued operations
|
1,327
|
1826
|
221
|
610
|
(8
|
)
|
||||||||||
Non-cash loss on impairment of discontinued operation
|
—
|
—
|
—
|
(5,385
|
)
|
—
|
||||||||||
Gain (loss) on sale of operating property
|
7,094
|
(398
|
)
|
—
|
—
|
(2,112
|
)
|
|||||||||
Income (loss) from discontinued operations
|
8,421
|
1,428
|
221
|
(4,775
|
)
|
(2,120
|
)
|
|||||||||
Consolidated net (loss) income
|
(3,705
|
)
|
4,985
|
(9,186
|
)
|
(1,178
|
)
|
8,402
|
||||||||
Net (income) loss attributable to noncontrolling interests
|
(629
|
)
|
(4
|
)
|
915
|
(603
|
)
|
(2,309
|
)
|
|||||||
Net (loss) income attributable to Kite Realty Group Trust
|
(4,334
|
)
|
4,981
|
(8,271
|
)
|
(1,781
|
)
|
6,093
|
||||||||
Dividends on preferred shares
|
(7,920
|
)
|
(5,775
|
)
|
(377
|
)
|
—
|
—
|
||||||||
Net (loss) income attributable to common shareholders
|
$
|
(12,254
|
)
|
$
|
(794
|
)
|
$
|
(8,648
|
)
|
$
|
(1,781
|
)
|
$
|
6,093
|
||
(Loss) income per common share – basic and diluted:
|
||||||||||||||||
(Loss) income from continuing operations attributable to Kite Realty Group Trust common shareholders
|
$
|
(0.27
|
)
|
$
|
(0.03
|
)
|
$
|
(0.14
|
)
|
$
|
0.05
|
$
|
0.26
|
|||
Income (loss) from discontinued operations attributable to Kite Realty Group Trust common shareholders
|
0.09
|
0.02
|
0.00
|
(0.08
|
)
|
(0.06
|
)
|
|||||||||
Net (loss) income attributable to Kite Realty Group Trust
common shareholders
|
$
|
(0.18
|
)
|
$
|
(0.01
|
)
|
$
|
(0.14
|
)
|
$
|
(0.03
|
)
|
$
|
0.20
|
||
Weighted average Common Shares outstanding – basic
|
66,885,259
|
63,557,322
|
63,240,474
|
52,146,454
|
30,328,408
|
|||||||||||
Weighted average Common Shares outstanding – diluted
|
66,885,259
|
63,557,322
|
63,240,474
|
52,146,454
|
30,340,449
|
|||||||||||
Distributions declared per Common Share
|
$
|
0.2400
|
$
|
0.2400
|
$
|
0.2400
|
$
|
0.3325
|
$
|
0.8200
|
||||||
Net (loss) income attributable to Kite Realty Group Trust common shareholders:
|
||||||||||||||||
(Loss) income from continuing operations
|
$
|
(18,181
|
)
|
$
|
(2,066
|
)
|
$
|
(8,845
|
)
|
$
|
2,356
|
$
|
7,760
|
|||
Discontinued operations
|
5,927
|
1,272
|
197
|
(4,137
|
)
|
(1,667
|
)
|
|||||||||
Net (loss) income attributable to Kite Realty Group Trust common shareholders
|
$
|
(12,254
|
)
|
$
|
(794
|
)
|
$
|
(8,648
|
)
|
$
|
(1,781
|
)
|
$
|
6,093
|
||
1
|
In 2012, we sold the following operating properties: Pen Products, Indiana State Motor Pool, Sandifur Plaza, Preston Commons, Zionsville Place, Coral Springs Plaza, 50 South Morton, South Elgin Commons, and Gateway Shopping Center. The operations of these properties are reflected as discontinued operations for each of the years presented above.
|
2
|
In December 2011, we sold our Martinsville Shops operating property. The loss on sale for this property has been reflected as discontinued operations.
|
3
|
In December 2009, we conveyed the title to our Galleria Plaza operating property to the ground lessor. We had determined during the third quarter of 2009 that there was no value to the improvements and intangibles related to Galleria Plaza and recognized a non-cash impairment charge of $5.4 million to write off the net book value of the property. Since we ceased operating this property during the fourth quarter of 2009 we reclassified the non-cash impairment loss and the operating results related to this property as discontinued operations for each of the fiscal years presented above.
|
4
|
In December 2008, we sold our Silver Glen Crossing operating property. The loss on sale and operating results for this property have been reflected as discontinued operations for each of the fiscal years presented above.
|
As of December 31
|
||||||||||||||||||||
2012
|
2011
|
2010
|
2009
|
2008
|
||||||||||||||||
($ in thousands)
|
||||||||||||||||||||
Balance Sheet Data:
|
||||||||||||||||||||
Investment properties, net
|
$ | 1,200,336 | $ | 1,095,721 | $ | 1,047,849 | $ | 1,044,799 | $ | 1,035,454 | ||||||||||
Cash and cash equivalents
|
$ | 12,483 | $ | 10,042 | $ | 15,395 | $ | 19,958 | $ | 9,918 | ||||||||||
Total assets
|
$ | 1,288,657 | $ | 1,193,266 | $ | 1,132,783 | $ | 1,140,685 | $ | 1,112,052 | ||||||||||
Mortgage and other indebtedness
|
$ | 699,909 | $ | 689,123 | $ | 610,927 | $ | 658,295 | $ | 677,661 | ||||||||||
Total liabilities
|
$ | 774,365 | $ | 737,807 | $ | 658,689 | $ | 710,929 | $ | 755,400 | ||||||||||
Redeemable noncontrolling interests in the Operating Partnership
|
$ | 37,670 | $ | 41,836 | $ | 44,115 | $ | 47,307 | $ | 67,277 | ||||||||||
Kite Realty Group Trust shareholders’ equity
|
$ | 473,086 | $ | 409,372 | $ | 423,065 | $ | 375,078 | $ | 284,958 | ||||||||||
Noncontrolling interests
|
$ | 3,536 | $ | 4,251 | $ | 6,914 | $ | 7,371 | $ | 4,417 | ||||||||||
Total liabilities and equity
|
$ | 1,288,657 | $ | 1,193,266 | $ | 1,132,783 | $ | 1,140,685 | $ | 1,112,052 |
·
|
United States Economy
: Economic and market conditions in the United States stabilized during 2012. Credit conditions have continued to improve with increased access to and availability of secured mortgage debt and the unsecured bond and equity markets. Manufacturing continued to expand at a steady pace across the nation including increases in shipments and production. Reports of consumer spending were generally positive and the sales outlook for the near future was mostly optimistic.
|
·
|
Increasing Home Values and Improving Residential Construction
: There was improvement in U.S. home values as residential real estate market conditions improved with increased home sales and increased new residential construction.
|
·
|
Continued Lower Labor Participation Rates
: The U.S. unemployment rate has declined in recent months but continues to be higher than historical levels. Continued high unemployment rates and low employee participation rates could cause further decreases in consumer spending, thereby negatively affecting the businesses of our retail tenants. We continue to focus on markets where household income within a five-mile radius of our properties is higher than statewide levels.
|
·
|
Difficulty in Collecting Rent; Rent Adjustments.
When consumers decrease their spending, our tenants typically experience decreased revenues and cash flows. This makes it more difficult for some of our local and regional tenants to pay their rent obligations, which is the primary source of our revenues. Our tenants’ decreased cash flows may be even more pronounced if they are unable to obtain financing to operate their businesses. Such decreases or, if granted, deferrals in tenants’ rent obligations could negatively affect our cash flows.
|
·
|
Termination of Leases
. If our tenants find it difficult to meet their rental obligations, they may be forced to terminate their leases with us. During 2012, tenants at some of our properties terminated their leases with us. In some cases, we were able to secure replacement tenants at rental rates comparable to or greater than the rates of the terminated tenants. In other cases, we were not able to do so.
|
·
|
Tenant Bankruptcies
. The number of bankruptcies by U.S. businesses has decreased from the historically high levels experienced during recent years. While we have seen a decrease over the past year in tenant bankruptcies, we have continued to experience bankruptcy levels higher than our historically normal levels, a trend which may continue into the foreseeable future.
|
·
|
Decrease in Demand for Retail Space.
Demand for retail space at our shopping centers and at our in-process developments continued to improve in 2012, most notably from national and regional retailers. Demand from local, small shop merchants has increased at a slower pace, reflecting the difficulty such potential tenants have securing financing for working capital and expansion plans. While our leasing activity remained high and the overall leased percentage of our retail shopping centers increased in 2012, overall demand for retail space may not continue and may decline in the future until job growth, consumer confidence, and the general economy stabilize for an extended period of time.
|
Property Name
|
MSA
|
Economic Occupancy Date
1
|
Owned GLA
|
||||
South Elgin Commons, Phase II
2,3
|
Chicago, IL
|
September 2011
|
83,000
|
||||
Cobblestone Plaza
2
|
Ft. Lauderdale, FL
|
March 2009
|
133,214
|
||||
Depauw University Bookstore & Cafe
|
Greencastle, IN
|
September 2012
|
11,974
|
||||
Zionsville Walgreens
|
Indianapolis, IN
|
September 2012
|
14,550
|
1
|
Represents the date in which we started receiving rental payments under tenant leases or ground leases at the property or the tenant took possession of the property, whichever was sooner.
|
2
|
Construction of these properties was completed in phases. The Economic Occupancy Dates indicated for these properties refers to its initial phase.
|
3
|
This property was sold in June 2012
|
Property Name
|
MSA
|
Acquisition Date
|
Acquisition Cost
(Millions)
|
Financing
Method
|
Owned GLA
|
||||||
Oleander Place
1, 2
|
Wilmington, NC
|
February 2011
|
$
|
3.5
|
Primarily Debt
|
52,000
|
|||||
Lithia Crossing
|
Tampa, FL
|
June 2011
|
13.3
|
Primarily Debt
|
81,504
|
||||||
Cove Center
|
Stuart, FL
|
June 2012
|
22.1
|
Primarily Debt
|
154,696
|
||||||
12
th
Street Plaza
|
Vero Beach, FL
|
July 2012
|
15.2
|
Primarily Debt
|
138,268
|
||||||
Publix at Woodruff
|
Greenville, SC
|
December 2012
|
9.1
|
Primarily Equity
|
68,055
|
||||||
Shoppes at Plaza Green
|
Greenville, SC
|
December 2012
|
28.8
|
Primarily Equity
|
195,534
|
1
|
This property was purchased with the intent to redevelop; therefore, it is included in our redevelopment activities, as discussed below. However, for purposes of the comparison of operating results, this property is classified as property acquired during 2011 in the comparison of operating results tables below.
|
2
|
Upon completion of redevelopment activities, the owned GLA was reduced to 45,500 square feet.
|
Consolidated
|
||||||
Property Name
|
MSA
|
Disposition Date
|
Owned GLA
|
|||
Martinsville Shops
|
Indianapolis, IN
|
December 2011
|
10,886
|
|||
Gateway Shopping Center
|
Seattle, WA
|
February 2012
|
99,444
|
|||
South Elgin Commons
|
Chicago, IL
|
June 2012
|
128,000
|
|||
50 South Morton
|
Indianapolis, IN
|
July 2012
|
2,000
|
|||
Coral Springs Plaza
|
Ft. Lauderdale, FL
|
September 2012
|
46,079
|
|||
Pen Products
|
Indianapolis, IN
|
October 2012
|
85,875
|
|||
Indiana State Motor Pool
|
Indianapolis, IN
|
October 2012
|
115,000
|
|||
Sandifur Plaza
|
Pasco, WA
|
November 2012
|
12,552
|
|||
Zionsville Place
|
Indianapolis, IN
|
November 2012
|
12,400
|
|||
Preston Commons
|
Dallas, TX
|
December 2012
|
27,539
|
|||
Unconsolidated
|
||||||
Eddy Street Commons Limited Service Hotel
1
|
South Bend, IN
|
November 2011
|
N/A
|
____________________
|
|
1
|
We held a 50% interest in this unconsolidated joint venture. In November 2011, the joint venture sold this property for $17.5 million, resulting in a total gain on sale of $8.3 million. We used our share of the net proceeds to pay down borrowings under our unsecured revolving credit facility. Our share of the gain on sale was $4.3 million, including related tax effects.
|
Property Name
|
MSA
|
Transition to Redevelopment Pipeline
1
|
Transition from Redevelopment Pipeline
1
|
Owned GLA
|
||||
Bolton Plaza
5
|
Jacksonville, FL
|
June 2008
|
Pending
|
155,637
|
||||
Rivers Edge
6
|
Indianapolis, IN
|
June 2008
|
December 2011
|
149,209
|
||||
Courthouse Shadows
3
|
Naples, FL
|
September 2008
|
Pending
|
134,867
|
||||
Four Corner Square
4
|
Seattle, WA
|
September 2008
|
Pending
|
108,523
|
||||
Coral Springs Plaza
2
|
Boca Raton, FL
|
March 2009
|
November 2010
|
46,079
|
||||
Oleander Place
7
|
Wilmington, NC
|
March 2011
|
December 2012
|
45,530
|
||||
Rangeline Crossing
8
|
Indianapolis, IN
|
June 2012
|
Pending
|
84,327
|
||||
1
|
Transition date represents the date the property was transitioned from our operating portfolio to a redevelopment project.
|
2
|
In December 2009, we executed a lease with a combined Toys “R” Us/Babies “R” Us for 100% of the available square feet of this center. This tenant opened in the second half of 2010 and the property was transitioned back to the operating portfolio in November 2010. This property was sold in September 2012.
|
3
|
In 2009, Publix purchased the lease of the former anchor tenant and made certain improvements on the space and we anticipate updating the existing façade, signage, landscaping and lighting.
|
4
|
In the 4
th
quarter of 2011, we executed leases with three new anchor tenants as part of the redevelopment and expansion of the existing center and transitioned this center to an in-process redevelopment. We expect the GLA of the center upon completion of the expansion to be 118,523 square feet. We expect these tenants to open during the beginning of 2013.
|
5
|
We executed a 38,000 square foot lease with LA Fitness to anchor this center and this tenant is expected to open during the first half of 2014.
|
6
|
We purchased this property in February 2008 with the intent to redevelop. The property was substantially completed and transitioned to the operating portfolio in December 2011. The center is anchored by Nordstrom Rack, The Container Store, buy buy Baby, Arhaus Furniture, and BGI Fitness.
|
7
|
We purchased this property in February 2011. Subsequent to the acquisition, we executed a lease termination agreement with the existing tenant and executed a lease with new anchor Whole Foods. This tenant opened in the second quarter of 2012, and the property was transitioned back to the operating portfolio in December 2012.
|
8
|
In February 2011, we completed the acquisition of the remaining 40% interest in this property. In May 2012, we executed a lease with Earth Fare, a specialty grocer, and transitioned this center to an in-process redevelopment. The property is currently under construction and we expect tenants to begin opening in the second quarter of 2013.
|
Twelve Months Ended December 31,
|
||||||||||||
2012
|
2011
|
% Change
|
||||||||||
Number of comparable properties at period end
|
48 | 48 | ||||||||||
Leased percentage at period end
|
93.7 | % | 92.8 | % | ||||||||
Net operating income – same properties (48 properties)
2
|
$ | 57,331,634 | $ | 55,572,605 | 3.2 | % | ||||||
Reconciliation to Most Directly Comparable GAAP Measure:
|
||||||||||||
Net operating income – same properties
|
$ | 57,331,634 | $ | 55,572,605 | ||||||||
Net operating income – non-same properties
|
12,371,099 | 11,953,673 | ||||||||||
Construction, net and other
|
315,132 | 607,765 | ||||||||||
General, administrative and acquisition expenses
|
(7,124,078 | ) | (6,280,294 | ) | ||||||||
Litigation charge, net
|
(1,007,451 | ) | - | |||||||||
Depreciation and amortization expense
|
(40,372,414 | ) | (34,698,029 | ) | ||||||||
Interest expense
|
(25,660,381 | ) | (23,599,227 | ) | ||||||||
Discontinued operations
|
1,327,063 | 1,826,156 | ||||||||||
Gain(loss) on sales of operating properties
|
7,094,238 | (397,909 | ) | |||||||||
Non-cash loss from consolidation of subsidiary
|
(7,979,626 | ) | - | |||||||||
Net income loss attributable to noncontrolling interests
|
(629,063 | ) | (3,466 | ) | ||||||||
Dividends on preferred shares
|
(7,920,002 | ) | (5,775,000 | ) | ||||||||
Net loss attributable to common shareholders
|
$ | (12,253,849 | ) | $ | (793,726 | ) |
1
|
Same Property analysis excludes Courthouse Shadows, Four Corner Square, Rangeline Crossing and Bolton Plaza as the Company pursues redevelopment of these properties
|
2
|
Same Property net operating income is considered a non-GAAP measure because it excludes net gains from outlot sales, write offs of straight-line rent and lease intangibles, bad debt expense and related recoveries, lease termination fees and significant prior year expense recoveries and adjustments, if any.
|
Years Ended December 31,
|
||||||||||||
2012
|
2011
|
Net change 2011 to 2012
|
||||||||||
Revenue:
|
||||||||||||
Rental income (including tenant reimbursements)
|
$ | 96,707,818 | $ | 89,384,213 | $ | 7,323,605 | ||||||
Other property related revenue
|
4,051,442 | 4,250,647 | (199,205 | ) | ||||||||
Construction and service fee revenue
|
294,610 | 373,104 | (78,494 | ) | ||||||||
Total revenue
|
101,053,870 | 94,007,964 | 7,045,906 | |||||||||
Expenses:
|
||||||||||||
Property operating
|
17,391,918 | 17,554,804 | (162,886 | ) | ||||||||
Real estate taxes
|
13,300,245 | 12,873,933 | 426,312 | |||||||||
Cost of construction and services
|
325,420 | 309,074 | 16,346 | |||||||||
General, administrative, and other
|
7,124,078 | 6,280,294 | 843,784 | |||||||||
Acquisition costs
|
364,364 | - | 364,364 | |||||||||
Litigation charge, net
|
1,007,451 | - | 1,007,451 | |||||||||
Depreciation and amortization
|
40,372,414 | 34,698,029 | 5,674,385 | |||||||||
Total expenses
|
79,885,890 | 71,716,134 | 8,169,756 | |||||||||
Operating income
|
21,167,980 | 22,291,830 | (1,123,850 | ) | ||||||||
Interest expense
|
(25,660,381 | ) | (23,599,227 | ) | (2,061,154 | ) | ||||||
Income tax benefit of taxable REIT
subsidiary
|
105,984 | 1,294 | 104,690 | |||||||||
Income from unconsolidated entities
|
91,452 | 333,628 | (242,176 | ) | ||||||||
Gain on sale of unconsolidated property, net
|
- | 4,320,155 | (4,320,155 | ) | ||||||||
Remeasurement loss on consolidation of Parkside Town Commons, net
|
(7,979,626 | ) | - | (7,979,626 | ) | |||||||
Other income, net
|
148,506 | 208,813 | (60,307 | ) | ||||||||
(Loss) income from continuing operations
|
(12,126,085 | ) | 3,556,493 | (15,682,578 | ) | |||||||
Discontinued operations:
|
||||||||||||
Income from operations
|
1,327,063 | 1,826,156 | (499,093 | ) | ||||||||
Loss on sale of operating property
|
7,094,238 | (397,909 | ) | 7,492,147 | ||||||||
Income from discontinued operations
|
8,421,301 | 1,428,247 | 6,993,054 | |||||||||
Consolidated net (loss) income
|
(3,704,784 | ) | 4,984,740 | (8,689,524 | ) | |||||||
Net (income) loss attributable to noncontrolling interests
|
(629,063 | ) | (3,466 | ) | (625,597 | ) | ||||||
Net (loss) income attributable to Kite Realty Group Trust
|
(4,333,847 | ) | 4,981,274 | (9,315,121 | ) | |||||||
Dividends on preferred shares
|
(7,920,002 | ) | (5,775,000 | ) | (2,145,002 | ) | ||||||
Net loss attributable to common shareholders
|
$ | (12,253,849 | ) | $ | (793,726 | ) | $ | (11,460,123 | ) | |||
Net Change 2011 to 2012
|
||||
Development properties that became operational or were partially
operational in 2011 and/or 2012
|
$ | 2,326,284 | ||
Properties acquired during 2011 and 2012
|
2,770,997 | |||
Properties under redevelopment during 2011 and/or 2012
|
1,316,147 | |||
Properties fully operational during 2011 and 2012 & other
|
910,177 | |||
Total
|
$ | 7,323,605 | ||
·
|
Improvement in base rental revenue due to improved occupancy levels at operating properties including anchor leases at Cedar Hill Plaza, Market Street Village, and Sunland Towne Center along with improved rent spreads on new and renewal leases. In addition to the increased rent payments from these new and existing tenants, these commencements met co-tenancy requirements at two operating properties, favorably impacting billable rents to other tenants; and
|
·
|
Decreased recovery income due to decrease in recoverable expenses of $0.8 million offset by improvement in recovery rates due to improved occupancy levels.
|
Net change 2011 to 2012
|
||||
Development properties that became operational or were partially
operational in 2011 and/or 2012
|
$ | 79,942 | ||
Properties acquired during 2011 and 2012
|
313,761 | |||
Properties under redevelopment during 2011 and/or 2012
|
248,557 | |||
Properties fully operational during 2011 and 2012 & other
|
(805,146 | ) | ||
Total
|
$ | (162,886 | ) | |
·
|
$0.6 million net decrease in snow removal costs due to decreased snow at a number of our operating properties in 2012 partially offset by an increase in general repairs and maintenance of $0.2 million;
|
·
|
$0.4 million decrease in bad debt expense at a number of our operating properties reflecting a general recovery in economic conditions of our tenants and strength of recent leasing activity; and
|
·
|
The change in other categories of expense were not individually significant.
|
Net change 2011 to 2012
|
||||
Development properties that became operational or were partially
operational in 2011 and/or 2012
|
$ | 40,058 | ||
Properties acquired during 2011 and 2012
|
313,761 | |||
Properties under redevelopment during 2011 and/or 2012
|
292,703 | |||
Properties fully operational during 2011 and 2012 & other
|
(220,210 | ) | ||
Total
|
$ | 426,312 | ||
Net change 2011 to 2012
|
||||
Development properties that became operational or were partially
operational in 2011 and/or 2012
|
$ | 634,538 | ||
Properties acquired during 2011 and 2012
|
1,891,114 | |||
Properties under redevelopment during 2011 and/or 2012
|
2,618,617 | |||
Properties fully operational during 2011 and 2012 & other
|
530,116 | |||
Total
|
$ | 5,674,385 | ||
·
|
An increase of $2.2 million related to the Four Corner Square redevelopment. A redevelopment plan for this property was finalized during the first quarter of 2012, resulting in a reduction of the useful life of certain assets that were scheduled to be demolished;
|
·
|
An increase of $2.0 million related to the Rangeline Crossing redevelopment. A redevelopment plan for this property was finalized during the second quarter of 2012, resulting in a reduction of the useful life of certain assets that were scheduled to be demolished;
|
·
|
A decrease of $1.5 million related to the Oleander Place redevelopment. In 2011, the Company reduced the useful life of certain assets that were demolished.
|
·
|
An increase of $1.7 million related to Cove Center, 12
th
Street Plaza, Publix at Woodruff, and Shoppes at Plaza Green that were acquired in 2012.
|
Years Ended December 31,
|
||||||||||||
2011
|
2010
|
Net change 2010 to 2011
|
||||||||||
Revenue:
|
||||||||||||
Rental income (including tenant reimbursements)
|
$ | 89,384,213 | $ | 82,609,105 | $ | 6,775,108 | ||||||
Other property related revenue
|
4,250,647 | 5,000,506 | (749,859 | ) | ||||||||
Construction and service fee revenue
|
373,104 | 6,848,073 | (6,474,969 | ) | ||||||||
Total revenue
|
94,007,964 | 94,457,684 | (449,720 | ) | ||||||||
Expenses:
|
||||||||||||
Property operating
|
17,554,804 | 16,777,395 | 777,409 | |||||||||
Real estate taxes
|
12,873,933 | 11,136,000 | 1,737,933 | |||||||||
Cost of construction and services
|
309,074 | 6,142,042 | (5,832,968 | ) | ||||||||
General, administrative, and other
|
6,280,294 | 5,367,143 | 913,151 | |||||||||
Depreciation and amortization
|
34,698,029 | 37,545,431 | (2,847,402 | ) | ||||||||
Total expenses
|
71,716,134 | 76,968,011 | (5,251,877 | ) | ||||||||
Operating income
|
22,291,830 | 17,489,673 | 4,802,157 | |||||||||
Interest expense
|
(23,599,227 | ) | (26,809,424 | ) | 3,210,197 | |||||||
Income tax benefit (expense) of taxable REIT
subsidiary
|
1,294 | (265,986 | ) | 267,280 | ||||||||
Income (loss) from unconsolidated entities
|
333,628 | (51,964 | ) | 385,592 | ||||||||
Gain on sale of unconsolidated property, net
|
4,320,155 | - | 4,320,155 | |||||||||
Other income, net
|
208,813 | 230,223 | (21,410 | ) | ||||||||
(Loss) income from continuing operations
|
3,556,493 | (9,407,478 | ) | 12,963,971 | ||||||||
Discontinued operations:
|
||||||||||||
Discontinued operations
|
1,826,156 | 221,338 | 1,604,818 | |||||||||
Gain (loss) on sale of operating property
|
(397,909 | ) | - | (397,909 | ) | |||||||
Loss from discontinued operations
|
1,428,247 | 221,338 | 1,206,909 | |||||||||
Consolidated net loss
|
4,984,740 | (9,186,140 | ) | 14,170,880 | ||||||||
Less: Net (loss) income attributable to noncontrolling interests
|
(3,466 | ) | 915,310 | (918,776 | ) | |||||||
Net loss attributable to Kite Realty Group Trust
|
4,981,274 | (8,270,830 | ) | 13,252,104 | ||||||||
Dividends on preferred shares
|
(5,775,000 | ) | (376,979 | ) | (5,398,021 | ) | ||||||
Net loss attributable to Kite Realty Group Trust
|
$ | (793,726 | ) | $ | (8,647,809 | ) | $ | 7,854,083 | ||||
Net change 2010 to 2011
|
||||
Development properties that became operational or were partially
operational in 2010 and/or 2011
|
$ | 1,983,280 | ||
Properties acquired during 2011
|
1,210,731 | |||
Properties under redevelopment during 2010 and/or 2011
|
352,081 | |||
Properties fully operational during 2010 and 2011 & other
|
3,229,016 | |||
Total
|
$ | 6,775,108 | ||
·
|
$1.4 million increase in base rental revenue due to improved occupancy levels at operating properties along with improved rent spreads on new and renewal leases. In addition to the increased rent payments from these new and existing tenants, these commencements met co-tenancy requirements at two operating properties, favorably impacting billable rent to other tenants; and
|
·
|
$1.8 million increase in recovery income due to an increase in recoverable expenses along with improvement in recovery rates due to improved occupancy levels.
|
Net change 2010 to 2011
|
||||
Development properties that became operational or were partially
operational in 2010 and/or 2011
|
$ | 730,962 | ||
Properties acquired during 2011
|
341,657 | |||
Properties under redevelopment during 2010 and/or 2011
|
(128,535 | ) | ||
Properties fully operational during 2010 and 2011 & other
|
(166,675 | ) | ||
Total
|
$ | 777,409 | ||
·
|
$0.2 million net decrease in bad debt expense at a number of our operating properties reflecting a general recovery in the economic condition of our tenants;
|
·
|
$0.2 million decrease in snow removal costs offset by $0.1 million increase in repairs and maintenance and $0.1 million increase in landscaping costs; and
|
·
|
The change in other categories of expense were not individually significant.
|
Net change 2010 to 2011
|
||||
Development properties that became operational or were partially
operational in 2010 and/or 2011
|
$ | 501,700 | ||
Properties acquired during 2011
|
131,946 | |||
Properties under redevelopment during 2010 and/or 2011
|
53,267 | |||
Properties fully operational during 2010 and 2011 & other
|
1,051,020 | |||
Total
|
$ | 1,737,933 | ||
Net change 2010 to 2011
|
||||
Development properties that became operational or were partially
operational in 2010 and/or 2011
|
$ | 948,412 | ||
Properties acquired during 2011
|
2,092,213 | |||
Properties under redevelopment during 2010 and/or 2011
|
(2,742,176 | ) | ||
Properties fully operational during 2010 and 2011 & other
|
(3,145,851 | ) | ||
Total
|
$ | (2,847,402 | ) | |
·
|
a maximum leverage ratio of 62.5%. The leverage ratio can be above 62.5% but less than 65.0% for a maximum of two consecutive quarters;
|
·
|
Adjusted EBITDA (as defined in the unsecured facility) to fixed charges coverage ratio (excluding a portion of preferred dividends) of at least 1.50 to 1;
|
·
|
minimum tangible net worth (defined as Total Asset Value less Total Indebtedness) of $325 million (plus 75% of the net proceeds of any future equity issuances from the date of the agreement);
|
·
|
ratio of secured indebtedness to total asset value of no more than .55 to 1;
|
·
|
minimum unencumbered property pool occupancy rate of 80%;
|
·
|
ratio of floating rate debt to total asset value of no more than 0.35 to 1; and
|
·
|
ratio of recourse debt to total asset value of no more than 0.30 to 1.
|
·
|
Gateway Shopping Center near Seattle, Washington;
|
·
|
South Elgin Commons near Chicago, Illinois;
|
·
|
Coral Springs Plaza in Fort Lauderdale, Florida;
|
·
|
50 South Morton near Indianapolis, Indiana;
|
·
|
Pen Products in Indianapolis, Indiana;
|
·
|
Indiana State Motor Pool in Indianapolis, Indiana;
|
·
|
Preston Commons and an adjacent land parcel in Dallas, Texas;
|
·
|
Zionsville Shops near Indianapolis, Indiana; and
|
·
|
Sandifur Plaza in Pasco, Washington.
|
Year Ended – December 31, 2012
|
Cumulative – Through December 31, 2012
|
|||||||||
In-Process Developments
1
|
$
|
75,338,322
|
$
|
122,667,015
|
||||||
Future Developments and Redevelopments
|
1,483,713
|
50,787,626
|
||||||||
In-Process Redevelopments
|
11,188,658
|
22,958,604
|
||||||||
Total for Development Activity
|
88,010,693
|
196,413,245
|
||||||||
Recently Completed Developments, net
2
|
19,416,031
|
N/A
|
||||||||
Recurring Operating Capital Expenditures
|
6,726,627
|
N/A
|
||||||||
Total
|
$
|
114,153,351
|
$
|
196,413,245
|
||||||
____________________
|
||||||||||
1
|
Cumulative capital expenditures excludes $0.9 million of leasing costs included in deferred costs, net on the consolidated balance sheet.
|
|||||||||
2
|
This classification includes Rivers Edge, Cobblestone Plaza, DePauw University Bookstore & Café, Oleander Plaza, and Zionsville Walgreens.
|
·
|
In March 2012, we issued 1.3 million shares of Series A Cumulative Redeemable Perpetual Preferred Shares for net proceeds of $31.3 million. A repayment of $30.0 million was made on the unsecured revolving credit facility from the net proceeds of the offering;
|
·
|
In October 2012, we issued 12.1 million common shares for net proceeds of $59.7 million;
|
·
|
Net debt paydowns of $13.7 million;
|
·
|
Distributions of $2.7 million to our partners in consolidated joint ventures. The majority of this relates to our partner’s share of net proceeds from the sale of Gateway Shopping Center;
|
·
|
Distributions to common shareholders and operating partnership unitholders of $17.3 million; and
|
·
|
Distributions to preferred shareholders of $7.7 million.
|
Tenant
Allowances
1
|
Operating
Leases
|
Consolidated
Long-term
Debt and Interest
2
|
Employment
Contracts
3
|
Total
|
||||||||||||||||
2013
|
$ | 13,787,673 | $ | 267,252 | $ | 64,184,845 | $ | 1,362,000 | $ | 79,601,770 | ||||||||||
2014
|
8,625,000 | 274,252 | 110,872,749 | — | 119,772,001 | |||||||||||||||
2015
|
— | 256,501 | 92,686,506 | — | 92,943,007 | |||||||||||||||
2016
|
— | 220,000 | 252,244,317 | — | 252,464,317 | |||||||||||||||
2017
|
— | 220,000 | 66,796,653 | — | 67,016,653 | |||||||||||||||
Thereafter
|
— | — | 258,725,533 | — | 258,725,534 | |||||||||||||||
Total
|
$ | 22,412,673 | $ | 1,238,005 | $ | 845,510,603 | $ | 1,362,000 | $ | 870,523,281 |
____________________
|
|
1
|
Tenant allowances include commitments made to tenants at our operating and in-process development and redevelopment properties.
|
2
|
Our long-term debt consists of both variable and fixed-rate debt and includes both principal and interest. Interest expense for variable-rate debt was calculated using the interest rates as of December 31, 2012.
|
3
|
We have entered into employment agreements with certain members of senior management. Under these agreements, each individual received a stipulated annual base salary through December 31, 2012. Each agreement has an automatic one-year renewal unless we or the individual elects not to renew the agreement. The contracts have been extended through December 31, 2013.
|
Property
|
Balance
Outstanding
|
Interest
Rate
|
Maturity
|
||||||
Fixed Rate Debt - Mortgage:
|
|||||||||
12
th
Street Plaza
|
$
|
7,765,978
|
5.67
|
%
|
8/1/2013
|
||||
30 South
|
20,476,090
|
6.09
|
%
|
1/11/2014
|
|||||
50
th
& 12
th
|
4,125,671
|
5.67
|
%
|
11/11/2014
|
|||||
Indian River Square
|
12,658,987
|
5.42
|
%
|
6/11/2015
|
|||||
Plaza Volente
|
27,297,725
|
5.42
|
%
|
6/11/2015
|
|||||
Cool Creek Commons
|
17,166,085
|
5.88
|
%
|
4/11/2016
|
|||||
Sunland Towne Centre
|
24,599,344
|
6.01
|
%
|
7/1/2016
|
|||||
Pine Ridge Crossing
|
17,285,953
|
6.34
|
%
|
10/11/2016
|
|||||
Riverchase Plaza
|
10,371,572
|
6.34
|
%
|
10/11/2016
|
|||||
Traders Point
|
45,091,190
|
5.86
|
%
|
10/11/2016
|
|||||
Geist Pavilion
|
11,003,937
|
5.78
|
%
|
1/1/2017
|
|||||
Kedron Village
2
|
29,464,314
|
5.70
|
%
|
1/11/2017
|
|||||
Whitehall Pike
|
7,207,871
|
6.71
|
%
|
7/5/2018
|
|||||
International Speedway Square
|
20,577,546
|
5.77
|
%
|
4/1/2021
|
|||||
Bayport Commons
|
12,914,303
|
5.44
|
%
|
9/1/2021
|
|||||
Eddy Street Commons
|
25,064,365
|
5.44
|
%
|
9/1/2021
|
|||||
Four Property Pool Loan
|
42,658,566
|
5.44
|
%
|
9/1/2021
|
|||||
Centre at Panola, Phase I
|
3,035,797
|
6.78
|
%
|
1/1/2022
|
|||||
338,765,294
|
|||||||||
Floating Rate Debt - Hedged:
|
|||||||||
Associated Bank
|
15,100,000
|
1.35
|
%
|
12/31/2016
|
|||||
TD Bank
|
14,218,838
|
3.31
|
%
|
1/3/2017
|
|||||
Various Banks
|
125,000,000
|
1.52
|
%
|
4/30/2019
|
|||||
Old National
|
10,000,000
|
1.33
|
%
|
1/4/2020
|
|||||
164,318,838
|
|||||||||
Net unamortized premium on assumed debt of acquired properties
|
191,720
|
||||||||
Total Fixed Rate Indebtedness
|
$
|
503,275,852
|
Property
|
Balance
Outstanding
|
Interest
Rate
1
|
Maturity
|
Interest Rate
at 12/31/12
|
|||||||||
Variable Rate Debt - Mortgage:
|
|||||||||||||
Parkside Town Commons
|
$
|
13,604,000
|
LIBOR + 275
|
8/31/2013
|
2.96
|
%
|
|||||||
951 & 41
|
7,800,000
|
LIBOR + 300
|
9/22/2013
|
3.21
|
%
|
||||||||
Beacon Hill
|
7,041,750
|
LIBOR + 125
|
3/30/2014
|
1.46
|
%
|
||||||||
Eastgate Pavilion
|
16,482,000
|
LIBOR + 225
|
12/31/2016
|
2.46
|
%
|
||||||||
Ridge Plaza
|
14,243,655
|
LIBOR + 325
|
1/3/2017
|
3.46
|
%
|
||||||||
Fishers Station
|
8,000,000
|
LIBOR + 269
|
1/4/2010
|
2.90
|
%
|
||||||||
Bridgewater Marketplace
|
2,000,000
|
LIBOR + 294
|
1/4/2010
|
3.15
|
%
|
||||||||
Subtotal Mortgage Notes
|
69,171,405
|
||||||||||||
Variable Rate Debt - Secured by Properties under Construction:
|
|||||||||||||
Rangeline Crossing
|
4,014,582
|
LIBOR + 225
|
10/31/2014
|
2.46
|
%
|
||||||||
Delray Marketplace
|
43,225,945
|
LIBOR + 200
|
11/18/2014
|
2.21
|
%
|
||||||||
Zionsville Walgreens
|
3,340,940
|
LIBOR + 200
|
6/30/2015
|
2.46
|
%
|
||||||||
Four Corner Square
|
12,625,273
|
LIBOR + 225
|
7/10/2015
|
2.46
|
%
|
||||||||
Holly Springs Towne Center – Phase I
|
8,949,409
|
LIBOR + 250
|
7/31/2015
|
2.71
|
%
|
||||||||
Subtotal Construction Notes
|
72,156,149
|
||||||||||||
Unsecured Credit Facility
|
94,624,200
|
LIBOR + 240
|
4/30/2016
|
2.61
|
%
|
||||||||
Unsecured Term Loan
|
125,000,000
|
LIBOR + 260
|
4/30/2019
|
2.81
|
%
|
||||||||
Floating Rate Debt - Hedged:
|
(164,318,838
|
)
|
Various
|
Various
|
|||||||||
Total Variable Rate Indebtedness
|
196,632,916
|
||||||||||||
Total Consolidated Indebtedness
|
$
|
699,908,768
|
____________________
|
|
1
|
At December 31, 2012, one-month LIBOR was 0.21%.
|
2
|
As of December 31, 2012, a wholly-owned subsidiary of the Company was in payment default on a $29.5 million non-recourse loan due to insufficient cash flow from the related operating property to fully support the debt service on the loan. Under the terms of the loan agreement, interest accrues at the stated rate of 5.70% plus a 4.00% default rate and the principal balance of the loan may be called at any time at the election of the lender. The lender has not indicated an intent to exercise its right to call the loan, but it has also not provided formal waiver thereof to the Company. The default on this loan did not trigger any cross defaults on its other indebtedness or any of its derivative instruments. In the contractual obligations table on page 64, the Company has included this obligation payments through the stated maturity date of January 11, 2017.
|
Funds From Operations:
|
Year Ended December 31, 2012
|
Year Ended December 31, 2011
|
Year Ended December 31, 2010
|
|||||||||
Consolidated net (loss) income
|
$ | (3,704,784 | ) | $ | 4,984,740 | $ | (9,186,140 | ) | ||||
Less dividends on preferred shares
|
(7,920,002 | ) | (5,775,000 | ) | (376,979 | ) | ||||||
Less net income attributable to noncontrolling interests in properties
|
(137,552 | ) | (101,069 | ) | (117,155 | ) | ||||||
Less gain (loss) on sale of operating property, net of tax expense
|
(7,094,238 | ) | 397,909 | — | ||||||||
Less gain on sale of unconsolidated property, including tax benefit
|
— | (4,320,155 | ) | — | ||||||||
Add remeasurement loss on consoldiation of Parkside Town Commons, net
|
7,979,626 | — | — | |||||||||
Add depreciation and amortization net of noncontrolling interests
|
41,357,472 | 36,577,580 | 39,950,624 | |||||||||
Funds From Operations of the Kite Portfolio
1
|
30,480,522 | 31,764,005 | 30,270,350 | |||||||||
Less redeemable noncontrolling interests in Funds From Operations
|
(3,020,454 | ) | (3,494,040 | ) | (3,359,076 | ) | ||||||
Funds From Operations allocable to the Company
|
$ | 27,460,068 | $ | 28,269,965 | $ | 26,911,274 | ||||||
Funds From Operations of the Kite Portfolio
1
|
$ | 30,480,522 | $ | 31,764,005 | $ | 30,270,350 | ||||||
Add back Accelerated amortization of deferred financing fees
|
500,028 | — | — | |||||||||
Add back Litigation charge, net
|
1,007,451 | — | — | |||||||||
Funds From Operations of the Kite Portfolio, as adjusted
1
|
$ | 31,988,001 | $ | 31,764,005 | $ | 30,270,350 | ||||||
____________________
|
|
1
|
“Funds From Operations of the Kite Portfolio” measures 100% of the operating performance of the Operating Partnership’s real estate properties and construction and service subsidiaries in which the Company owns an interest. “Funds From Operations allocable to the Company” reflects a reduction for the noncontrolling weighted average diluted interest in the Operating Partnership.
|
·
|
national and local economic, business, real estate and other market conditions, particularly in light of the recent slowing of growth in the U.S. economy;
|
·
|
financing risks, including the availability of and costs associated with sources of liquidity;
|
·
|
the Company’s ability to refinance, or extend the maturity dates of, its indebtedness;
|
·
|
the level and volatility of interest rates;
|
·
|
the financial stability of tenants, including their ability to pay rent and the risk of tenant bankruptcies;
|
·
|
the competitive environment in which the Company operates;
|
·
|
acquisition, disposition, development and joint venture risks;
|
·
|
property ownership and management risks;
|
·
|
the Company’s ability to maintain its status as a real estate investment trust (“REIT”) for federal income tax purposes;
|
·
|
potential environmental and other liabilities;
|
·
|
impairment in the value of real estate property the Company owns;
|
·
|
risks related to the geographical concentration of our properties in Indiana, Florida, Texas, and North Carolina;
|
·
|
other factors affecting the real estate industry generally; and
|
·
|
other risks identified in this Annual Report on Form 10-K and, from time to time, in other reports we file with the Securities and Exchange Commission (the “SEC”) or in other documents that we publicly disseminate.
|
(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.
|
KITE REALTY GROUP TRUST
|
||
(Registrant)
|
||
/s/ JOHN A. KITE
|
||
John A. Kite
|
||
March 8, 2013
|
Chairman and Chief Executive Officer
|
|
(Date)
|
(Principal Executive Officer)
|
|
/s/ DANIEL R. SINK
|
||
Daniel R. Sink
|
||
March 8, 2013
|
Executive Vice President, Chief Financial Officer and Treasurer
|
|
(Date)
|
(Principal Financial and
Accounting Officer)
|
Signature
|
Title
|
Date
|
||
/s/ JOHN A. KITE
|
Chairman, Chief Executive Officer, and Trustee
(Principal Executive Officer)
|
March 8, 2013
|
||
(John A. Kite)
|
||||
/s/ WILLIAM E. BINDLEY
|
Trustee
|
March 8, 2013
|
||
(William E. Bindley)
|
||||
/s/ VICTOR J. COLEMAN
|
Trustee
|
March 8, 2013
|
||
(Victor J. Coleman)
|
||||
/s/ RICHARD A. COSIER
|
Trustee
|
March 8, 2013
|
||
(Richard A. Cosier)
|
||||
/s/ EUGENE GOLUB
|
Trustee
|
March 8, 2013
|
||
(Eugene Golub)
|
||||
/s/ GERALD L. MOSS
|
Trustee
|
March 8, 2013
|
||
(Gerald L. Moss)
|
||||
/s/ MICHAEL L. SMITH
|
Trustee
|
March 8, 2013
|
||
(Michael L. Smith)
|
||||
/s/ DANIEL R. SINK
|
Executive Vice President, Chief Financial Officer and Treasurer (Principal Financial and Accounting Officer)
|
March 8, 2013
|
||
(Daniel R. Sink)
|
Page
|
||
Consolidated Financial Statements:
|
||
Report of Independent Registered Public Accounting Firm
|
F-1
|
|
Balance Sheets as of December 31, 2012 and 2011
|
F-2
|
|
Statements of Operations and Comprehensive Income for the Years Ended December 31, 2012, 2011, and 2010
|
F-3
|
|
Statements of Shareholders’ Equity for the Years Ended December 31, 2012, 2011, and 2010
|
F-4
|
|
Statements of Cash Flows for the Years Ended December 31, 2012, 2011, and 2010
|
F-5
|
|
Notes to Consolidated Financial Statements
|
F-6
|
|
Financial Statement Schedule:
|
||
Schedule III – Real Estate and Accumulated Depreciation
|
F-33
|
|
Notes to Schedule III
|
F-36
|
December 31,
2012
|
December 31,
2011
|
|||||||
Assets:
|
||||||||
Investment properties, at cost:
|
||||||||
Land
|
$ | 239,690,837 | $ | 238,129,092 | ||||
Land held for development
|
34,878,300 | 36,977,501 | ||||||
Buildings and improvements
|
892,508,729 | 845,173,680 | ||||||
Furniture, equipment and other
|
4,419,918 | 5,474,403 | ||||||
Construction in progress
|
223,135,354 | 147,973,380 | ||||||
1,394,633,138 | 1,273,728,056 | |||||||
Less: accumulated depreciation
|
(194,297,531 | ) | (178,006,632 | ) | ||||
1,200,335,607 | 1,095,721,424 | |||||||
Cash and cash equivalents
|
12,482,701 | 10,042,450 | ||||||
Tenant receivables, including accrued straight-line rent of $12,189,449 and $11,398,347, respectively, net of allowance for uncollectible accounts
|
21,210,754 | 20,413,671 | ||||||
Other receivables
|
4,946,219 | 2,978,225 | ||||||
Investments in unconsolidated entities, at equity
|
15,522 | 21,646,443 | ||||||
Escrow deposits
|
12,960,488 | 9,424,986 | ||||||
Deferred costs, net
|
34,536,474 | 31,079,129 | ||||||
Prepaid and other assets
|
2,169,140 | 1,959,790 | ||||||
Total Assets
|
$ | 1,288,656,905 | $ | 1,193,266,118 | ||||
Liabilities and Equity:
|
||||||||
Mortgage and other indebtedness
|
$ | 699,908,768 | $ | 689,122,933 | ||||
Accounts payable and accrued expenses
|
54,187,172 | 36,048,324 | ||||||
Deferred revenue and other liabilities
|
20,269,501 | 12,636,228 | ||||||
Total Liabilities
|
774,365,441 | 737,807,485 | ||||||
Commitments and contingencies
|
||||||||
Redeemable noncontrolling interests in Operating Partnership
|
37,669,803 | 41,836,613 | ||||||
Equity:
|
||||||||
Kite Realty Group Trust Shareholders’ Equity
|
||||||||
Preferred Shares, $.01 par value, 40,000,000 shares authorized, 4,100,000 shares and 2,800,000 shares issued and outstanding at December 31, 2012 and 2011, respectively, with a liquidation value of $102,500,000 and $70,000,000
|
102,500,000 | 70,000,000 | ||||||
Common Shares, $.01 par value, 200,000,000 shares authorized, 77,728,697 shares and 63,617,019 shares issued and outstanding at December 31, 2012 and 2011, respectively
|
777,287 | 636,170 | ||||||
Additional paid in capital
|
513,111,877 | 449,763,528 | ||||||
Accumulated other comprehensive loss
|
(5,258,543 | ) | (1,524,095 | ) | ||||
Accumulated deficit
|
(138,044,264 | ) | (109,504,068 | ) | ||||
Total Kite Realty Group Trust Shareholders’ Equity
|
473,086,357 | 409,371,535 | ||||||
Noncontrolling Interests
|
3,535,304 | 4,250,485 | ||||||
Total Equity
|
476,621,661 | 413,622,020 | ||||||
Total Liabilities and Equity
|
$ | 1,288,656,905 | $ | 1,193,266,118 |
Year Ended December 31,
|
||||||||||||
2012
|
2011
|
2010
|
||||||||||
Revenue:
|
||||||||||||
Minimum rent
|
$ | 76,529,463 | $ | 70,471,652 | $ | 66,089,179 | ||||||
Tenant reimbursements
|
20,178,355 | 18,912,561 | 16,519,926 | |||||||||
Other property related revenue
|
4,051,442 | 4,250,647 | 5,000,507 | |||||||||
Construction and service fee revenue
|
294,610 | 373,104 | 6,848,073 | |||||||||
Total revenue
|
101,053,870 | 94,007,964 | 94,457,685 | |||||||||
Expenses:
|
||||||||||||
Property operating
|
17,391,918 | 17,554,804 | 16,777,395 | |||||||||
Real estate taxes
|
13,300,245 | 12,873,933 | 11,136,000 | |||||||||
Cost of construction and services
|
325,420 | 309,074 | 6,142,042 | |||||||||
General, administrative, and other
|
7,124,078 | 6,280,294 | 5,367,143 | |||||||||
Acquisition costs
|
364,364 | — | — | |||||||||
Litigation charge, net
|
1,007,451 | — | — | |||||||||
Depreciation and amortization
|
40,372,414 | 34,698,029 | 37,545,432 | |||||||||
Total expenses
|
79,885,890 | 71,716,134 | 76,968,012 | |||||||||
Operating income
|
21,167,980 | 22,291,830 | 17,489,673 | |||||||||
Interest expense
|
(25,660,381 | ) | (23,599,227 | ) | (26,809,424 | ) | ||||||
Income tax benefit (expense) of taxable REIT subsidiary
|
105,984 | 1,294 | (265,986 | ) | ||||||||
Income (loss) from unconsolidated entities
|
91,452 | 333,628 | (51,964 | ) | ||||||||
Gain on sale of unconsolidated property, including tax benefit
|
— | 4,320,155 | — | |||||||||
Remeasurement loss on consolidation of Parkside Town Commons, net
|
(7,979,626 | ) | — | — | ||||||||
Other income, net
|
148,506 | 208,813 | 230,223 | |||||||||
(Loss) income from continuing operations
|
(12,126,085 | ) | 3,556,493 | (9,407,478 | ) | |||||||
Discontinued operations:
|
||||||||||||
Income from operations
|
1,327,063 | 1,826,156 | 221,339 | |||||||||
Gain (loss) on sale of operating properties, net of tax
|
7,094,238 | (397,909 | ) | — | ||||||||
Income from discontinued operations
|
8,421,301 | 1,428,247 | 221,339 | |||||||||
Consolidated net (loss) income
|
(3,704,784 | ) | 4,984,740 | (9,186,140 | ) | |||||||
Net (income) loss attributable to noncontrolling interests
|
(629,063 | ) | (3,466 | ) | 915,310 | |||||||
Net (loss) income attributable to Kite Realty Group Trust
|
(4,333,847 | ) | 4,981,274 | (8,270,830 | ) | |||||||
Dividends on preferred shares
|
(7,920,002 | ) | (5,775,000 | ) | (376,979 | ) | ||||||
Net loss attributable to common shareholders
|
$ | (12,253,849 | ) | $ | (793,726 | ) | $ | (8,647,809 | ) | |||
Net loss per common share – basic & diluted:
|
||||||||||||
Loss from continuing operations attributable to Kite Realty Group Trust common shareholders
|
$ | (0.27 | ) | $ | (0.03 | ) | $ | (0.14 | ) | |||
Income from discontinued operations attributable to Kite Realty Group Trust common shareholders
|
0.09 | 0.02 | 0.00 | |||||||||
Net loss attributable to Kite Realty Group Trust common shareholders
|
$ | (0.18 | ) | $ | (0.01 | ) | $ | (0.14 | ) | |||
Weighted average Common Shares outstanding – basic and diluted
|
66,885,259 | 63,557,322 | 63,240,474 | |||||||||
Dividends declared per Common Share
|
$ | 0.24 | $ | 0.24 | $ | 0.24 | ||||||
Net loss attributable to Kite Realty Group Trust common shareholders:
|
||||||||||||
Loss from continuing operations
|
$ | (18,181,128 | ) | $ | (2,065,572 | ) | $ | (8,844,583 | ) | |||
Income from discontinued operations
|
5,927,279 | 1,271,846 | 196,774 | |||||||||
Net loss attributable to Kite Realty Group Trust common shareholders
|
$ | (12,253,849 | ) | $ | (793,726 | ) | $ | (8,647,809 | ) | |||
Consolidated net (loss) income
|
$ | (3,704,784 | ) | $ | 4,984,740 | $ | (9,186,140 | ) | ||||
Change in fair value of derivatives
|
(4,002,459 | ) | 1,547,918 | 3,274,373 | ||||||||
Total comprehensive (loss) income
|
(7,707,243 | ) | 6,532,658 | (5,911,767 | ) | |||||||
Comprehensive (income) loss attributable to noncontrolling interests
|
(361,052 | ) | (175,379 | ) | 543,243 | |||||||
Comprehensive (loss) income attributable to Kite Realty Group Trust
|
$ | (8,068,295 | ) | $ | 6,357,279 | $ | (5,368,524 | ) |
Preferred Shares
|
Common Shares
|
Additional
Paid-in Capital
|
Accumulated Other
Comprehensive
Income (Loss)
|
Accumulated
Deficit
|
Total
|
||||||||||||||||
Shares
|
Amount
|
Shares
|
Amount
|
||||||||||||||||||
Balances, December 31, 2009
|
—
|
$
|
—
|
63,062,083
|
$
|
630,621
|
$
|
449,863,390
|
$
|
(5,802,406
|
)
|
$
|
(69,613,763
|
)
|
$
|
375,077,842
|
|||||
Stock compensation activity
|
—
|
—
|
150,825
|
1,508
|
763,369
|
—
|
—
|
764,877
|
|||||||||||||
Proceeds of preferred share offering, net
|
2,800,000
|
70,000,000
|
—
|
—
|
(2,517,500
|
)
|
—
|
—
|
67,482,500
|
||||||||||||
Proceeds from employee share purchase plan
|
—
|
—
|
9,311
|
93
|
39,301
|
—
|
—
|
39,394
|
|||||||||||||
Other comprehensive income attributable to Kite Realty Group Trust
|
—
|
—
|
—
|
—
|
—
|
2,902,306
|
—
|
2,902,306
|
|||||||||||||
Distributions declared to common shareholders
|
—
|
—
|
—
|
—
|
—
|
—
|
(15,186,009
|
)
|
(15,186,009
|
)
|
|||||||||||
Distributions to preferred shareholders
|
—
|
—
|
—
|
—
|
—
|
—
|
(376,979
|
)
|
(376,979
|
)
|
|||||||||||
Net loss attributable to Kite Realty Group Trust
|
—
|
—
|
—
|
—
|
—
|
—
|
(8,270,830
|
)
|
(8,270,830
|
)
|
|||||||||||
Exchange of redeemable noncontrolling interest for common stock
|
—
|
—
|
120,000
|
1,200
|
1,558,800
|
—
|
—
|
1,560,000
|
|||||||||||||
Adjustment to redeemable noncontrolling interests - Operating Partnership
|
—
|
—
|
—
|
—
|
(928,180
|
)
|
—
|
—
|
(928,180
|
)
|
|||||||||||
Balances, December 31, 2010
|
2,800,000
|
$
|
70,000,000
|
63,342,219
|
$
|
633,422
|
$
|
448,779,180
|
$
|
(2,900,100
|
)
|
$
|
(93,447,581
|
)
|
$
|
423,064,921
|
|||||
Stock compensation activity
|
—
|
—
|
253,442
|
2,534
|
798,462
|
—
|
—
|
800,996
|
|||||||||||||
Proceeds from employee share purchase plan
|
—
|
—
|
5,358
|
54
|
23,978
|
—
|
—
|
24,032
|
|||||||||||||
Other comprehensive income attributable to Kite Realty Group Trust
|
—
|
—
|
—
|
—
|
—
|
1,376,005
|
—
|
1,376,005
|
|||||||||||||
Acquisition of noncontrolling interest in Rangeline Crossing
|
—
|
—
|
—
|
—
|
(31,005
|
)
|
—
|
—
|
(31,005
|
)
|
|||||||||||
Offering costs
|
—
|
—
|
—
|
—
|
(276,253
|
)
|
—
|
—
|
(276,253
|
)
|
|||||||||||
Distributions declared to common shareholders
|
—
|
—
|
—
|
—
|
—
|
—
|
(15,262,761
|
)
|
(15,262,761
|
)
|
|||||||||||
Distributions to preferred shareholders
|
—
|
—
|
—
|
—
|
—
|
—
|
(5,775,000
|
)
|
(5,775,000
|
)
|
|||||||||||
Net income attributable to Kite Realty Group Trust
|
—
|
—
|
—
|
—
|
—
|
—
|
4,981,274
|
4,981,274
|
|||||||||||||
Exchange of redeemable noncontrolling interest for common stock
|
—
|
—
|
16,000
|
160
|
207,840
|
—
|
—
|
208,000
|
|||||||||||||
Adjustment to redeemable noncontrolling interests - Operating Partnership
|
—
|
—
|
—
|
—
|
261,326
|
—
|
—
|
261,326
|
|||||||||||||
Balances, December 31, 2011
|
2,800,000
|
$
|
70,000,000
|
63,617,019
|
$
|
636,170
|
$
|
449,763,528
|
$
|
(1,524,095
|
)
|
$
|
(109,504,068
|
)
|
$
|
409,371,535
|
|||||
Stock compensation activity
|
—
|
—
|
266,588
|
2,666
|
982,119
|
—
|
—
|
984,785
|
|||||||||||||
Proceeds of preferred share offering, net
|
1,300,000
|
32,500,000
|
—
|
—
|
(1,179,704
|
)
|
—
|
—
|
31,320,296
|
||||||||||||
Issuance of common shares, net
|
—
|
—
|
12,075,000
|
120,750
|
59,548,732
|
—
|
—
|
59,669,482
|
|||||||||||||
Issuance of common shares under at-the-market plan, net
|
—
|
—
|
661,589
|
6,616
|
3,182,271
|
—
|
—
|
3,188,887
|
|||||||||||||
Proceeds from employee share purchase plan
|
—
|
—
|
4,787
|
48
|
22,707
|
—
|
—
|
22,755
|
|||||||||||||
Other comprehensive loss attributable to Kite Realty Group Trust
|
—
|
—
|
—
|
—
|
—
|
(3,734,448
|
)
|
—
|
(3,734,448
|
)
|
|||||||||||
Distributions declared to common shareholders
|
—
|
—
|
—
|
—
|
—
|
—
|
(16,286,347
|
)
|
(16,286,347
|
)
|
|||||||||||
Distributions to preferred shareholders
|
—
|
—
|
—
|
—
|
—
|
—
|
(7,920,002
|
)
|
(7,920,002
|
)
|
|||||||||||
Net loss attributable to Kite Realty Group Trust
|
—
|
—
|
—
|
—
|
—
|
—
|
(4,333,847
|
)
|
(4,333,847
|
)
|
|||||||||||
Exchange of redeemable noncontrolling interest for common stock
|
—
|
—
|
1,103,714
|
11,037
|
5,822,679
|
—
|
—
|
5,833,716
|
|||||||||||||
Adjustments to redeemable noncontrolling interests – Operating Partnership
|
—
|
—
|
—
|
—
|
(5,030,455
|
)
|
—
|
—
|
(5,030,455
|
)
|
|||||||||||
Balances, December 31, 2012
|
4,100,000
|
$
|
102,500,000
|
77,728,697
|
$
|
777,287
|
$
|
513,111,877
|
$
|
(5,258,543
|
)
|
$
|
(138,044,264
|
)
|
$
|
473,086,357
|
Year Ended December 31,
|
||||||||||||
2012
|
2011
|
2010
|
||||||||||
Cash flow from operating activities:
|
||||||||||||
Consolidated net (loss) income
|
$ | (3,704,784 | ) | $ | 4,984,740 | $ | (9,186,140 | ) | ||||
Adjustments to reconcile consolidated net (loss) income to net cash provided by operating activities:
|
||||||||||||
Gain on sale of unconsolidated properties
|
— | (4,320,155 | ) | — | ||||||||
Remeasurement loss on consolidation of Parkside Town Commons, net
|
7,979,626 | |||||||||||
Equity in (earnings) loss of unconsolidated entities
|
(91,452 | ) | (333,628 | ) | 51,964 | |||||||
(Gain) loss on sale of operating property, net of tax
|
(7,094,238 | ) | 397,909 | — | ||||||||
Straight-line rent
|
(2,362,360 | ) | (2,690,710 | ) | (547,063 | ) | ||||||
Depreciation and amortization
|
43,768,649 | 38,655,771 | 42,564,646 | |||||||||
Provision for credit losses, net of recoveries
|
858,771 | 1,364,820 | 1,443,675 | |||||||||
Compensation expense for equity awards
|
602,384 | 519,929 | 488,557 | |||||||||
Amortization of debt fair value adjustment
|
(117,625 | ) | (430,858 | ) | (430,858 | ) | ||||||
Amortization of in-place lease liabilities
|
(1,986,196 | ) | (2,460,002 | ) | (2,822,305 | ) | ||||||
Distributions of income from unconsolidated entities
|
91,452 | 4,432,456 | — | |||||||||
Changes in assets and liabilities:
|
||||||||||||
Tenant receivables
|
(507,368 | ) | 524,137 | (539,800 | ) | |||||||
Deferred costs and other assets
|
(7,065,797 | ) | (11,930,493 | ) | 421,494 | |||||||
Accounts payable, accrued expenses, deferred revenue, and other liabilities
|
(7,098,709 | ) | 3,513,039 | (1,178,564 | ) | |||||||
Net cash provided by operating activities
|
23,272,353 | 32,226,955 | 30,265,606 | |||||||||
Cash flow from investing activities:
|
||||||||||||
Acquisitions of interests in properties
|
(65,909,266 | ) | (16,368,190 | ) | — | |||||||
Capital expenditures, net
|
(114,153,351 | ) | (63,559,852 | ) | (39,032,155 | ) | ||||||
Net proceeds from sales of operating properties
|
87,385,567 | 1,483,941 | — | |||||||||
Change in construction payables
|
20,829,890 | 297,918 | 2,392,632 | |||||||||
Note receivable from joint venture partner
|
— | 125,780 | 687,648 | |||||||||
Contributions to unconsolidated entities
|
(150,000 | ) | (8,518,604 | ) | (445,295 | ) | ||||||
Distributions of capital from unconsolidated entities
|
372,548 | — | — | |||||||||
Net cash used in investing activities
|
(71,624,613 | ) | (86,539,007 | ) | (36,397,170 | ) | ||||||
Cash flow from financing activities:
|
||||||||||||
Common share issuance proceeds, net of costs
|
63,038,208 | (252,221 | ) | 39,394 | ||||||||
Preferred share issuance proceeds, net of costs
|
31,320,296 | — | 67,482,500 | |||||||||
Acquisition of noncontrolling interests in Rangeline Crossing
|
— | (1,697,137 | ) | — | ||||||||
Loan proceeds
|
308,954,787 | 211,528,578 | 58,726,952 | |||||||||
Loan transaction costs
|
(2,234,504 | ) | (4,370,749 | ) | (989,943 | ) | ||||||
Loan payments and related financing escrow
|
(322,646,717 | ) | (132,901,400 | ) | (105,663,994 | ) | ||||||
Distributions paid – common shareholders
|
(15,439,904 | ) | (15,246,825 | ) | (15,546,044 | ) | ||||||
Distributions paid – preferred shareholders
|
(7,696,563 | ) | (5,694,792 | ) | — | |||||||
Distributions paid – redeemable noncontrolling interests
|
(1,810,993 | ) | (1,884,965 | ) | (1,907,073 | ) | ||||||
Distributions to noncontrolling interests
|
(2,692,099 | ) | (520,515 | ) | (574,076 | ) | ||||||
Net cash provided by financing activities
|
50,792,511 | 48,959,974 | 1,567,716 | |||||||||
Increase (decrease) in cash and cash equivalents
|
2,440,251 | (5,352,078 | ) | (4,563,848 | ) | |||||||
Cash and cash equivalents, beginning of year
|
10,042,450 | 15,394,528 | 19,958,376 | |||||||||
Cash and cash equivalents, end of year
|
$ | 12,482,701 | $ | 10,042,450 | $ | 15,394,528 | ||||||
Supplemental disclosures
|
||||||||||||
Cash paid for interest, net of capitalized interest
|
$ | 24,789,487 | $ | 24,286,585 | $ | 26,661,839 | ||||||
Cash paid for taxes
|
$ | 150,000 | $ | 77,000 | $ | 298,493 | ||||||
|
·
|
the Company’s ability to refinance debt and sell the property without the consent of any other partner or owner;
|
|
·
|
the inability of any other partner or owner to replace the Company as manager of the property; or
|
|
·
|
being the primary beneficiary of a VIE. The primary beneficiary is defined as the entity that 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.
|
·
|
the fair value of the building on an as-if-vacant basis and to land determined either by real estate tax assessments, independent appraisals or other relevant data;
|
·
|
above-market and below-market in-place lease values for acquired properties are based on the present value (using an interest rate which 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 remaining non-cancelable terms of the respective leases. Should a tenant vacate, terminate its lease, or otherwise notify the Company of its intent to do so, the unamortized portion of the lease intangibles would be charged or credited to income; and
|
·
|
the value of leases acquired. The Company utilizes independent sources for its estimates to determine the respective in-place lease values. The Company’s estimates of value are made using methods similar to those used by independent appraisers. Factors the Company considers in its analysis include an estimate of costs to execute similar leases including tenant improvements, leasing commissions and foregone costs and rent received during the estimated lease-up period as if the space was vacant. The value of in-place leases is amortized to expense over the remaining initial terms of the respective leases.
|
2012
|
2011
|
2010
|
||||||||||
Balance, beginning of year
|
$ | 1,334,515 | $ | 1,629,883 | $ | 1,913,584 | ||||||
Provision for credit losses, net of recoveries
|
858,771 | 1,364,820 | 1,443,675 | |||||||||
Accounts written off
|
(1,438,441 | ) | (1,660,188 | ) | (1,727,376 | ) | ||||||
Balance, end of year
|
$ | 754,845 | $ | 1,334,515 | $ | 1,629,883 |
2012
|
2011
|
2010
|
||||||||||
Noncontrolling interests balance January 1
|
$ | 4,250,485 | $ | 6,914,264 | $ | 7,371,185 | ||||||
Net income allocable to noncontrolling interests,
excluding redeemable noncontrolling interests
|
1,976,918 | 101,069 | 117,155 | |||||||||
Acquisition of noncontrolling interest in Rangeline Crossing
|
− | (2,244,333 | ) | − | ||||||||
Distributions to noncontrolling interests
|
(2,692,099 | ) | (520,515 | ) | (574,076 | ) | ||||||
Noncontrolling interests balance at December 31
|
$ | 3,535,304 | $ | 4,250,485 | $ | 6,914,264 | ||||||
2012
|
2011
|
2010
|
||||||||||
Redeemable noncontrolling interests balance January 1
|
$ | 41,836,613 | $ | 44,115,028 | $ | 47,307,115 | ||||||
Net loss allocable to redeemable noncontrolling
interests
|
(1,347,855 | ) | (97,603 | ) | (1,032,465 | ) | ||||||
Accrued distributions to redeemable noncontrolling interests
|
(1,747,683 | ) | (1,883,399 | ) | (1,899,839 | ) | ||||||
Other comprehensive (loss) income allocable to redeemable
noncontrolling interests
1
|
(268,011 | ) | 171,913 | 372,037 | ||||||||
Exchange of redeemable noncontrolling interest for
common stock
|
(5,833,716 | ) | (208,000 | ) | (1,560,000 | ) | ||||||
Adjustment to redeemable noncontrolling interests -
Operating Partnership
2
|
5,030,455 | (261,326 | ) | 928,180 | ||||||||
Redeemable noncontrolling interests balance at December 31
|
$ | 37,669,803 | $ | 41,836,613 | $ | 44,115,028 | ||||||
____________________
|
|
1
|
Represents the noncontrolling interests’ share of the changes in the fair value of derivative instruments accounted for as cash flow hedges (see Note 10).
|
2
|
Includes adjustments to reflect amounts at the greater of historical book value or redemption value.
|
2012
|
2011
|
2010
|
||||||||||
Accumulated comprehensive loss balance at
January 1
|
$ | (187,885 | ) | $ | (359,798 | ) | $ | (731,835 | ) | |||
Other comprehensive (loss) income allocable to noncontrolling interests
1
|
(268,011 | ) | 171,913 | 372,037 | ||||||||
Accumulated comprehensive loss balance at
December 31
|
$ | (455,896 | ) | $ | (187,885 | ) | $ | (359,798 | ) | |||
____________________
|
|
1
|
Represents the noncontrolling interests’ share of the changes in the fair value of derivative instruments accounted for as cash flow hedges (see Note 10).
|
Year Ended December 31,
|
||||||||||||
2012
|
2011
|
2010
|
||||||||||
Company’s weighted average diluted interest in Operating Partnership
|
90.1 | % | 89.0 | % | 88.9 | % | ||||||
Redeemable noncontrolling weighted average diluted interests in Operating Partnership
|
9.9 | % | 11.0 | % | 11.1 | % |
December 31,
|
||||||
2012
|
2011
|
|||||
Company’s interest in Operating Partnership
|
92.0
|
%
|
89.0
|
%
|
||
Redeemable noncontrolling interests in Operating Partnership
|
8.0
|
%
|
11.0
|
%
|
Options
|
Weighted-Average
Exercise Price
|
|||||||
Outstanding at January 1, 2012
|
1,736,978 | $ | 9.32 | |||||
Granted
|
5,000 | 5.05 | ||||||
Exercised
|
(18,525 | ) | 3.13 | |||||
Forfeited
|
(11,500 | ) | 8.50 | |||||
Outstanding at December 31, 2012
|
1,711,953 | $ | 9.38 | |||||
Exercisable at December 31, 2012
|
1,491,267 | $ | 10.10 | |||||
Exercisable at December 31, 2011
|
1,273,727 | $ | 10.58 |
Options
|
Aggregative Intrinsic Value
|
Weighted-Average Remaining
Contractual Term (in years)
|
||||
Outstanding at December 31, 2012
|
1,711,953
|
$
|
1,241,153
|
4.47
|
||
Exercisable at December 31, 2012
|
1,491,267
|
$
|
911,895
|
4.16
|
Restricted
Shares
|
Weighted Average
Grant Date Fair
Value per share
|
|||||||
Restricted shares outstanding at January 1, 2012
|
333,724 | $ | 5.02 | |||||
Shares granted
|
270,671 | 5.36 | ||||||
Shares forfeited
|
(3,827 | ) | 4.99 | |||||
Shares vested
|
(119,748 | ) | 4.54 | |||||
Restricted shares outstanding at December 31, 2012
|
480,820 | $ | 5.27 |
2012
|
2011
|
|||||||
Deferred financing costs
|
$ | 9,019,126 | $ | 8,904,454 | ||||
Acquired lease intangible assets
|
6,292,202 | 5,397,258 | ||||||
Deferred leasing costs and other
|
36,029,120 | 33,598,741 | ||||||
51,340,448 | 47,900,453 | |||||||
Less—accumulated amortization
|
(16,803,974 | ) | (16,821,324 | ) | ||||
Total
|
$ | 34,536,474 | $ | 31,079,129 |
2013
|
$ | 855,314 | ||
2014
|
637,844 | |||
2015
|
483,791 | |||
2016
|
358,926 | |||
2017
|
271,447 | |||
Thereafter
|
1,044,096 | |||
Total
|
$ | 3,651,418 |
For the year ended December 31,
|
||||||||||||
2012
|
2011
|
2010
|
||||||||||
Amortization of deferred financing costs
|
$ | 1,970,973 | $ | 1,586,941 | $ | 1,832,418 | ||||||
Amortization of deferred leasing costs, lease intangibles and other
|
$ | 3,927,200 | $ | 3,965,814 | $ | 4,473,346 |
2012
|
2011
|
|||||||
Unamortized in-place lease liabilities
|
$ | 10,766,097 | $ | 8,637,607 | ||||
Deferred construction revenue and other
|
77,673 | 910,184 | ||||||
Construction retainages payable
|
5,698,497 | 148,564 | ||||||
Tenant rents received in advance
|
3,671,668 | 2,515,221 | ||||||
Deferred income taxes
|
55,566 | 424,652 | ||||||
Total
|
$ | 20,269,501 | $ | 12,636,228 |
2013
|
$ | 2,532,303 | ||
2014
|
2,160,795 | |||
2015
|
1,323,558 | |||
2016
|
836,092 | |||
2017
|
712,103 | |||
Thereafter
|
3,201,246 | |||
Total
|
$ | 10,766,097 |
December 31, 2011
|
||||
Assets:
|
||||
Investment properties at cost:
|
||||
Construction in progress
|
62,108,456
|
|||
62,108,456
|
||||
Less: Accumulated depreciation
|
—
|
|||
Investment properties, at cost, net
|
62,108,456
|
|||
Cash and cash equivalents
|
1,267,585
|
|||
Escrow deposits
|
432,176
|
|||
Deferred costs and other assets
|
59,273
|
|||
Total assets
|
$
|
63,867,490
|
||
Liabilities and Owners’ Equity:
|
||||
Mortgage and other indebtedness
|
$
|
14,440,000
|
||
Accounts payable and accrued expenses
|
742,475
|
|||
Total liabilities
|
15,182,475
|
|||
Owners’ equity
|
48,685,015
|
|||
Total liabilities and owners’ equity
|
$
|
63,867,490
|
||
Company share of total assets
|
$
|
25,546,996
|
||
Company investment in joint ventures
|
$
|
21,646,443
|
||
Company share of mortgage and other indebtedness
|
$
|
5,776,000
|
Year Ended December 31, | ||||||||
2011 | 2010 | |||||||
Revenue: | ||||||||
Minimum rent
|
$ | — | $ | — | ||||
Tenant reimbursements
|
— | — | ||||||
Hotel rental revenue
|
4,443,374 | 2,002,761 | ||||||
Other property related revenue
|
— | — | ||||||
Total revenue
|
4,443,374 | 2,002,761 | ||||||
Expenses:
|
||||||||
Property operating
|
2,755,467 | 1,459,059 | ||||||
Real estate taxes
|
337,701 | 70,000 | ||||||
Depreciation and amortization
|
194,133 | 388,262 | ||||||
Total expenses
|
3,287,301 | 1,917,321 | ||||||
Operating income
|
1,156,073 | 85,440 | ||||||
Interest expense
|
(340,099 | ) | (189,368 | |||||
Other income
|
— | — | ||||||
Income (loss) from continuing operations
|
815,974 | (103,928 | ||||||
Gain on sale of operating property
|
8,286,246 | — | ||||||
Net income (loss)
|
$ | 9,102,220 | $ | (103,928 | ||||
Third-party investors’ share of net income (loss)
|
(4,551,110 | ) | 51,964 | |||||
Company share of net income (loss)
|
$ | 4,551,110 | $ | 51,964 |
Company’s share of income (loss) from unconsolidated entities
|
$ | 333,628 | $ | (51,964 | ) | |||
Company’s share of gain on sale of unconsolidated property
|
4,217,482 | — | ||||||
Tax effects from sale of unconsolidated property and other parent-level costs
|
102,673 | — | ||||||
Income (loss) from unconsolidated entities and gain on sale of unconsolidated property
|
$ | 4,653,783 | $ | (51,964 | ) |
Real Estate assets
|
$ | 76,530,776 | ||
Lease-related intangible assets
|
2,209,098 | |||
Other assets
|
8,072 | |||
Total acquired assets
|
78,747,946 | |||
Secured debt
|
8,086,135 | |||
Deferred revenue and other liabilities
|
4,952,545 | |||
Total assumed liabilities
|
13,038,680 | |||
Fair value of acquired net assets
|
65,709,266 |
·
|
Gateway Shopping Center in Marysville, Washington in February 2012;
|
·
|
South Elgin Commons in South Elgin, Illinois in June 2012;
|
·
|
50 S. Morton near Indianapolis, Indiana in July 2012;
|
·
|
Coral Springs Plaza in Fort Lauderdale, Florida in September 2012;
|
·
|
Pen Products in Indianapolis, Indiana in October 2012;
|
·
|
Indiana State Motor Pool in Indianapolis, Indiana in October 2012;
|
·
|
Sandifur Plaza in Pasco, Washington in November 2012;
|
·
|
Zionsville Shops near Indianapolis, Indiana in November 2012; and
|
·
|
Preston Commons in Dallas, Texas in December 2012.
|
Year ended December 31,
|
||||||||||||
2012
|
2011
|
2010
|
||||||||||
Rental income
|
$ | 4,619,535 | $ | 7,901,412 | $ | 6,958,417 | ||||||
Expenses:
|
||||||||||||
Property operating
|
451,158 | 1,057,164 | 919,254 | |||||||||
Real estate taxes and other
|
775,105 | 955,062 | 908,966 | |||||||||
Depreciation and amortization
|
1,425,462 | 2,370,800 | 3,186,797 | |||||||||
Total expenses
|
2,651,725 | 4,383,026 | 5,015,018 | |||||||||
Operating income
|
1,967,810 | 3,518,386 | 1,943,399 | |||||||||
Interest expense
|
(649,279 | ) | (1,692,285 | ) | (1,723,016 | ) | ||||||
Other income
|
8,532 | 57 | 956 | |||||||||
Income from discontinued operations
|
1,327,063 | 1,826,156 | 221,339 | |||||||||
Gain (loss) on sale of operating property
|
7,094,238 | (397,909 | ) | — | ||||||||
Net income
|
$ | 8,421,301 | $ | 1,428,247 | $ | 221,339 | ||||||
Income (loss) from discontinued operations attributable to Kite Realty Group Trust common shareholders
|
$ | 5,927,279 | $ | 1,271,844 | $ | 196,775 | ||||||
Income (loss) from discontinued operations attributable to noncontrolling interests
|
2,494,022 | 156,403 | 24,564 | |||||||||
Total income (loss) from discontinued operations
|
$ | 8,421,301 | $ | 1,428,247 | $ | 221,339 |
Balance at December 31,
|
||||||||
Description
|
2012
|
2011
|
||||||
Unsecured Revolving Credit Facility
|
||||||||
Matures April 2016; maximum borrowing level of $163.5 million and $161.7 million available at December 31, 2012 and 2011, respectively; interest at LIBOR + 2.40%
5
or 2.61% at December 31, 2012 and interest at LIBOR + 3.25%
5
or 3.55% at December 31, 2011
|
$ | 94,624,200 | $ | 134,686,200 | ||||
Unsecured Term Loan
1
|
||||||||
Matures April 2019; interest at LIBOR + 2.60%
5
or 2.81% at December 31, 2012
|
125,000,000 | — | ||||||
Notes Payable Secured by Properties under Construction—Variable Rate
|
||||||||
Generally interest only; maturing at various dates through 2015; interest at LIBOR+2.00%-2.50%, ranging from 2.21% to 2.71% at December 31, 2012 and interest at LIBOR+1.85%-3.50%, ranging from 2.30% to 5.00%
3
,4
at December 31, 2011
|
72,156,149 | 82,454,406 | ||||||
Mortgage Notes Payable—Fixed Rate
|
||||||||
Generally due in monthly installments of principal and interest; maturing at various dates through 2022; interest rates ranging from 5.42% to 6.78% at December 31, 2012 and interest rates ranging from 5.16% to 7.38% at December 31, 2011
|
338,765,294 | 375,615,005 | ||||||
Mortgage Notes Payable—Variable Rate
2
|
||||||||
Due in monthly installments of principal and interest; maturing at various dates through 2020; interest at LIBOR + 1.25%-3.25%, ranging from 1.46% to 3.46% at December 31, 2012 and interest at LIBOR + 1.25%-3.40%, ranging from 1.55% to 3.70% at December 31, 2011
|
69,171,405 | 96,251,268 | ||||||
Net premium on acquired indebtedness
|
191,720 | 116,054 | ||||||
Total mortgage and other indebtedness
|
$ | 699,908,768 | $ | 689,122,933 |
____________________
|
|
1
|
The Company entered into cash flow hedges for $125 million of outstanding variable rate debt that fixed the LIBOR rate at 1.52%.
|
2
|
The Company entered into a cash flow hedge for $55 million of outstanding variable rate debt that fixed the LIBOR rate at 3.27%, which the Company initially associated with the variable-rate term loan. After repayment of the term loan in 2010 and consistent with the designation documents, the hedge was associated with other variable-rate mortgage notes. This hedge expired in July 2011.
|
3
|
The Bridgewater Marketplace construction loan had a LIBOR floor of 3.15%.
|
4
|
The South Elgin Commons construction loan had a LIBOR floor of 2.00%.
|
5
|
The rate on the Company’s unsecured revolving credit facility and Term Loan varied at certain parts of the year due to provisions in the agreement and the amendment and restatement of the agreement.
|
·
|
Draws of $102.1 million were made on the unsecured revolving credit facility. These draws were utilized to fund the acquisitions of Cove Center, 12
th
Street Plaza, Publix at Woodruff, and Plaza Green, as well as development costs, redevelopment costs, and tenant improvement and leasing costs;
|
·
|
A repayment of $30 million was made on the unsecured revolving credit facility utilizing the majority of the proceeds from the March 2012 preferred share offering;
|
·
|
A repayment of $60 million was made on the unsecured revolving credit facility utilizing the majority of the proceeds from the October 2012 common share offering;
|
·
|
The Company received proceeds of $125.0 million related to the seven-year Term Loan discussed above. These proceeds were utilized to retire $91.9 million of variable rate loans that were secured by Tarpon Bay Plaza, Estero Town Commons, Fox Lake Crossing, Cobblestone Plaza, and Rivers Edge; the remainder of the proceeds were used to pay down the Company’s unsecured revolving credit facility;
|
·
|
The Company made draws on construction loans totaling $45.3 million related to the development of Delray Marketplace, South Elgin Commons Phase II, Rivers Edge, Cobblestone Plaza, and Zionsville Walgreens developments;
|
·
|
The Company closed on a $37.5 million construction loan to fund the construction of the Holly Springs Center – Phase I in-process development property near Raleigh, North Carolina. The loan has a maturity date of July 31, 2015 and carries a variable interest rate of LIBOR plus 250 basis points. The Company made draws of $8.9 million on this construction loan;
|
·
|
The Company closed on a $22.8 million construction loan to fund the construction of the expansion of Four Corner Square in-process redevelopment near Seattle, Washington. The loan has a maturity date of July 10, 2015 and carries a variable interest rate of LIBOR plus 225 basis points. The Company made draws of $12.6 million on this construction loan;
|
·
|
The Company closed on an $18.4 million construction loan to fund the construction of Rangeline Crossing in-process redevelopment near Indianapolis, Indiana. The loan has a maturity date of October 31, 2014 and carries a variable interest rate of LIBOR plus 225 basis points. The Company made draws of $4.0 million on this construction loan;
|
·
|
The Company retired $42.9 million of variable rate loans upon the sale of properties securing the loans including South Elgin Commons, Indiana State Motor Pool, Gateway Shopping Center, and Preston Commons;
|
·
|
The Company retired the $24.7 million fixed rate loan on Plaza at Cedar Hill property;
|
·
|
The Company assumed a $14.4 million variable interest rate loan as part of the acquisition of PREI’s interest in Parkside Town Commons. This loan has a maturity date of August 31, 2013 and carries a variable interest rate of LIBOR plus 275 basis points;
|
·
|
The Company assumed a $8.0 million mortgage as part of the acquisition of 12
th
Street Plaza. This loan has a maturity date of August 1, 2013 and carries a fixed interest rate of 5.67%; and
|
·
|
The Company made scheduled principal payments totaling $6.6 million.
|
·
|
a maximum leverage ratio of 62.5%. The leverage ratio can be above 62.5% but less than 65.0% for a maximum of two consecutive quarters;
|
·
|
Adjusted EBITDA (as defined in the unsecured facility) to fixed charges coverage ratio (excluding preferred dividends) of at least 1.50 to 1;
|
·
|
minimum tangible net worth (defined as Total Asset Value less Total Indebtedness) of $325 million (plus 75% of the net proceeds of any future equity issuances from the date of the agreement);
|
·
|
ratio of secured indebtedness to total asset value of no more than .55 to 1;
|
·
|
minimum unencumbered property pool occupancy rate of 80%;
|
·
|
ratio of floating rate debt to total asset value of no more than 0.35 to 1; and
|
·
|
ratio of recourse debt to total asset value of no more than 0.30 to 1.
|
Annual Principal Payments
|
Term Maturity
|
Total
|
||||||||||||
2013
|
$
|
5,644,218
|
$
|
28,987,268
|
$
|
34,631,486
|
||||||||
2014
|
5,294,100
|
78,256,493
|
83,550,593
|
|||||||||||
2015
|
5,105,649
|
63,217,564
|
68,323,213
|
|||||||||||
2016
1
|
4,304,786
|
219,209,813
|
223,514,599
|
|||||||||||
2017
2
|
2,674,439
|
52,461,609
|
55,136,048
|
|||||||||||
Thereafter
|
8,859,940
|
225,701,169
|
234,561,109
|
|||||||||||
$
|
31,883,132
|
$
|
667,833,916
|
$
|
699,717,048
|
|||||||||
Unamortized Premiums
|
191,720
|
|||||||||||||
Total
|
$
|
699,908,768
|
||||||||||||
____________________
|
||||||||||||||
1
|
Include the Company’s unsecured revolving credit facility. The Company has the option to extend the maturity date by one year to April 30, 2017, subject to certain conditions.
|
|||||||||||||
2
|
As of December 31, 2012, a wholly-owned subsidiary of the Company was in payment default on a $29.5 million non-recourse loan due to insufficient cash flow from the related operating property to fully support the debt service on the loan. Under the terms of the loan agreement, interest accrues at the stated rate of 5.70% plus a 4.00% default rate and the principal balance of the loan may be called at any time at the election of the lender. The lender has not indicated an intent to exercise its right to call the loan, but it has also not provided formal waiver thereof to the Company. The default on this loan did not trigger any cross defaults on its other indebtedness or any of its derivative instruments.
|
Year ended December 31,
|
||||||||||||
2012
|
2011
|
2010
|
||||||||||
Net (loss) income attributable to Kite Realty Group Trust
|
$ | (4,333,847 | ) | $ | 4,981,274 | $ | (8,270,830 | ) | ||||
Other comprehensive (loss) income allocable to Kite Realty Group Trust
1
|
(3,734,448 | ) | 1,376,005 | 2,902,306 | ||||||||
Comprehensive (loss) income attributable to Kite Realty Group Trust
|
$ | (8,068,295 | ) | $ | 6,357,279 | $ | (5,368,524 | ) |
____________________
|
|
1
|
Reflects the Company’s share of the net change in the fair value of derivative instruments accounted for as cash flow hedges.
|
2013
|
$ | 78,264,486 | ||
2014
|
74,736,563 | |||
2015
|
66,857,087 | |||
2016
|
57,739,156 | |||
2017
|
49,344,787 | |||
Thereafter
|
219,925,813 | |||
Total
|
$ | 546,867,892 |
2013
|
$ | 267,252 | ||
2014
|
274,252 | |||
2015
|
256,501 | |||
2016
|
220,000 | |||
2017
|
220,000 | |||
Total
|
$ | 1,238,005 |
Year Ended December 31, 2010
|
Real Estate Operations and Development
|
Construction and Advisory Services
|
Subtotal
|
Intersegment Eliminations
|
Total
|
|||||||||||||||
Revenues
|
$ | 95,619,569 | $ | 11,980,263 | $ | 107,599,832 | $ | (6,183,730 | ) | $ | 101,416,102 | |||||||||
Operating expenses, cost of construction and
services, general, administrative and other
|
35,553,324 | 11,819,328 | 47,372,652 | (6,121,850 | ) | 41,250,802 | ||||||||||||||
Depreciation and amortization
|
40,549,406 | 182,822 | 40,732,228 | - | 40,732,228 | |||||||||||||||
Operating income (loss)
|
19,516,839 | (21,887 | ) | 19,494,952 | (61,880 | ) | 19,433,072 | |||||||||||||
Interest expense
|
(28,956,953 | ) | (156,834 | ) | (29,113,787 | ) | 581,347 | (28,532,440 | ) | |||||||||||
Income tax expense of taxable REIT subsidiary
|
- | (265,986 | ) | (265,986 | ) | - | (265,986 | ) | ||||||||||||
Other income, net
|
897,050 | (136,489 | ) | 760,561 | (581,347 | ) | 179,214 | |||||||||||||
Loss from continuing operations
|
(8,543,064 | ) | (581,196 | ) | (9,124,260 | ) | (61,880 | ) | (9,186,140 | ) | ||||||||||
Consolidated net loss
|
(8,543,064 | ) | (581,196 | ) | (9,124,260 | ) | (61,880 | ) | (9,186,140 | ) | ||||||||||
Less: Net loss attributable to noncontrolling interests
|
851,131 | 57,312 | 908,443 | 6,867 | 915,310 | |||||||||||||||
Net loss attributable to Kite Realty Group Trust
|
$ | (7,691,933 | ) | $ | (523,884 | ) | $ | (8,215,817 | ) | $ | (55,013 | ) | $ | (8,270,830 | ) | |||||
Quarter Ended
March 31,
2012
|
Quarter Ended
June 30,
2012
|
Quarter Ended
September 30,
2012
|
Quarter Ended
December 31,
2012
|
|||||||||||||
Total revenue
|
$ | 24,833,404 | $ | 24,221,172 | $ | 25,277,222 | $ | 26,722,072 | ||||||||
Operating income
|
$ | 4,473,155 | $ | 4,936,937 | $ | 4,829,083 | $ | 6,928,805 | ||||||||
Loss from continuing operations
|
$ | (1,917,039 | ) | $ | (1,288,097 | ) | $ | (1,514,048 | ) | $ | (7,406,901 | ) | ||||
Income from discontinued operations
|
$ | 5,560,704 | $ | 413,329 | $ | 277,747 | $ | 2,169,521 | ||||||||
Consolidated net income (loss)
|
$ | 3,643,759 | $ | (874,858 | ) | $ | (1,236,305 | ) | $ | (5,237,380 | ) | |||||
Net loss from continuing operations attributable to Kite Realty Group Trust common shareholders
|
$ | (3,127,841 | ) | $ | (3,097,136 | ) | $ | (3,272,130 | ) | $ | (8,684,021 | ) | ||||
Net loss attributable to Kite Realty Group Trust common shareholders
|
$ | (31,074 | ) | $ | (2,717,700 | ) | $ | (3,038,160 | ) | $ | (6,466,915 | ) | ||||
Net loss per common share – basic and diluted:
|
||||||||||||||||
Net loss from continuing operations attributable to Kite Realty Group Trust common shareholders
|
$ | (0.05 | ) | $ | (0.05 | ) | $ | (0.05 | ) | $ | (0.12 | ) | ||||
Net loss attributable to Kite Realty Group Trust common shareholders
|
$ | (0.00 | ) | $ | (0.04 | ) | $ | (0.05 | ) | $ | (0.09 | ) | ||||
Weighted average Common Shares outstanding
- basic
|
63,713,893 | 63,864,040 | 63,780,540 | 74,966,736 | ||||||||||||
- diluted
|
63,713,893 | 63,864,040 | 63,780,540 | 74,966,736 |
Quarter Ended
March 31,
2011
|
Quarter Ended
June 30,
2011
|
Quarter Ended
September 30,
2011
|
Quarter Ended
December 31,
2011
|
|||||||||||||
Total revenue
|
$ | 22,562,491 | $ | 23,451,157 | $ | 23,434,853 | $ | 24,559,463 | ||||||||
Operating income
|
$ | 4,348,951 | $ | 4,951,152 | $ | 6,118,512 | $ | 6,873,215 | ||||||||
(Loss) income from continuing operations
|
$ | (1,142,415 | ) | $ | (233,028 | ) | $ | 148,525 | $ | 4,783,411 | ||||||
Income from discontinued operations
|
$ | 365,105 | $ | 337,097 | $ | 593,710 | $ | 132,335 | ||||||||
Consolidated net (loss) income
|
$ | (777,309 | ) | $ | 104,068 | $ | 742,235 | $ | 4,915,746 | |||||||
Net (loss) income from continuing operations attributable to Kite Realty Group Trust common shareholders
|
$ | (2,475,448 | ) | $ | (1,357,739 | ) | $ | (1,172,088 | ) | $ | 2,939,703 | |||||
Net (loss) income attributable to Kite Realty Group Trust common shareholders
|
$ | (2,150,567 | ) | $ | (1,057,137 | ) | $ | (643,584 | ) | $ | 3,057,562 | |||||
Net (loss) income per common share – basic and diluted:
|
||||||||||||||||
Net (loss) income from continuing operations attributable to Kite Realty Group Trust common shareholders
|
$ | (0.04 | ) | $ | (0.02 | ) | $ | (0.02 | ) | $ | 0.05 | |||||
Net (loss) income attributable to Kite Realty Group Trust common shareholders
|
$ | (0.03 | ) | $ | (0.02 | ) | $ | (0.01 | ) | $ | 0.05 | |||||
Weighted average Common Shares outstanding
- basic
|
63,448,048 | 63,567,964 | 63,597,290 | 63,613,728 | ||||||||||||
- diluted
|
63,448,048 | 63,567,964 | 63,597,290 | 71,696,106 |
Year Ended
December 31,
|
||||||||||||
2012
|
2011
|
2010
|
||||||||||
Settlement of loan in acquisition of noncontrolling interest in Rangeline Crossing
|
$ | — | $ | 578,200 | $ | — | ||||||
Accrued distribution to preferred shareholders
|
$ | 704,688 | $ | 481,250 | $ | 376,979 | ||||||
Payable due to PREI in connection with consolidation of Parkside Town Commons
|
$ | 4,924,994 | $ | — | $ | — | ||||||
Assumption of debt in connection with consolidation of Parkside Town Commons
|
$ | 14,440,000 | $ | — | $ | — | ||||||
Assumption of debt in connection with acquisition of 12
th
Street Plaza
|
$ | 8,086,135 | $ | — | $ | — |
Initial Cost
|
Cost Capitalized Subsequent to Acquisition/
Development
|
Gross Carry Amount Close of Period
|
||||||||||||||||||||||||||||||||||||||||||
Building &
|
Building &
|
Building &
|
Accumulated
|
Year Built/
|
Year
|
|||||||||||||||||||||||||||||||||||||||
Name, Location
|
Encumbrances
|
Land
|
Improvements
|
Land
|
Improvements
|
Land
|
Improvements
|
Total
|
Depreciation
|
Renovated
|
Acquired
|
|||||||||||||||||||||||||||||||||
Shopping Centers
|
||||||||||||||||||||||||||||||||||||||||||||
Cornelius Gateway
|
$ | - | $ | 1,249,447 | $ | 3,618,592 | $ | - | $ | - | $ | 1,249,447 | $ | 3,618,592 | $ | 4,868,039 | $ | 635,057 | 2006 |
NA
|
||||||||||||||||||||||||
50th & 12th
|
4,125,671 | 2,995,931 | 2,810,145 | - | - | 2,995,931 | 2,810,145 | 5,806,076 | 674,536 | 2004 |
NA
|
|||||||||||||||||||||||||||||||||
Geist Pavilion
|
11,003,937 | 1,367,816 | 9,793,702 | - | 1,319,125 | 1,367,816 | 11,112,828 | 12,480,644 | 2,780,108 | 2006 |
NA
|
|||||||||||||||||||||||||||||||||
Four Corner Square
|
- | 4,756,990 | 5,583,457 | - | 520,844 | 4,756,990 | 6,104,301 | 10,861,291 | 3,526,660 | 1985 | 2004 | |||||||||||||||||||||||||||||||||
The Shops at Otty *
|
- | 26,000 | 2,150,737 | - | 193,192 | 26,000 | 2,343,929 | 2,369,929 | 670,113 | 2004 |
NA
|
|||||||||||||||||||||||||||||||||
Publix at Acworth
|
6,978,701 | 1,356,601 | 8,273,959 | 38,778 | 762,489 | 1,395,379 | 9,036,448 | 10,431,827 | 2,188,276 | 1996 | 2004 | |||||||||||||||||||||||||||||||||
Beacon Hill Shopping Center
|
7,041,750 | 3,293,393 | 13,481,378 | - | 270,316 | 3,293,393 | 13,751,694 | 17,045,087 | 1,887,636 | 2006 |
NA
|
|||||||||||||||||||||||||||||||||
Bolton Plaza *
|
- | 3,560,389 | 11,430,326 | 173,037 | 793,089 | 3,733,426 | 12,223,415 | 15,956,841 | 2,188,619 | 1986 | 2005 | |||||||||||||||||||||||||||||||||
Bridgewater Marketplace
|
2,000,000 | 3,406,641 | 8,583,542 | - | - | 3,406,641 | 8,583,542 | 11,990,183 | 1,214,739 | 2008 |
NA
|
|||||||||||||||||||||||||||||||||
Tarpon Bay Plaza *
|
- | 5,370,399 | 24,520,177 | - | 114,693 | 5,370,399 | 24,634,870 | 30,005,269 | 4,002,200 | 2007 |
NA
|
|||||||||||||||||||||||||||||||||
Plaza at Cedar Hill *
|
- | 5,782,304 | 37,855,287 | - | 7,479,993 | 5,782,304 | 45,335,280 | 51,117,584 | 10,457,588 | 2000 | 2004 | |||||||||||||||||||||||||||||||||
Cedar Hill Village *
|
- | 1,352,645 | 5,726,645 | - | 1,531,937 | 1,352,645 | 7,258,582 | 8,611,227 | 1,926,772 | 2002 | 2004 | |||||||||||||||||||||||||||||||||
54th & College *
|
- | 2,671,501 | - | - | - | 2,671,501 | - | 2,671,501 | - | 2008 |
NA
|
|||||||||||||||||||||||||||||||||
The Corner *
|
- | 303,916 | 3,995,131 | - | 1,090,865 | 303,916 | 5,085,997 | 5,389,913 | 2,760,674 | 1984/2003 | 1984 | |||||||||||||||||||||||||||||||||
Courthouse Shadows *
|
- | 4,998,974 | 16,792,482 | - | 19,418 | 4,998,974 | 16,811,900 | 21,810,874 | 4,585,664 | 1987/1999 | 2006 | |||||||||||||||||||||||||||||||||
Eastgate Pavilion
|
16,482,000 | 8,482,803 | 19,806,266 | - | 386,818 | 8,482,803 | 20,193,084 | 28,675,887 | 5,526,445 | 1995 | 2004 | |||||||||||||||||||||||||||||||||
Red Bank Commons *
|
- | 1,408,328 | 4,829,525 | - | - | 1,408,328 | 4,829,525 | 6,237,853 | 1,228,184 | 2005 |
NA
|
|||||||||||||||||||||||||||||||||
Estero Town Commons *
|
- | 8,973,290 | 10,107,725 | - | - | 8,973,290 | 10,107,725 | 19,081,015 | 1,609,799 | 2006 |
NA
|
|||||||||||||||||||||||||||||||||
Fishers Station
|
8,000,000 | 3,735,807 | 11,543,410 | - | 439,612 | 3,735,807 | 11,983,022 | 15,718,829 | 4,553,303 | 1989 | 2004 | |||||||||||||||||||||||||||||||||
Fox Lake Crossing *
|
- | 5,289,306 | 9,336,902 | - | 131,541 | 5,289,306 | 9,468,443 | 14,757,749 | 2,335,232 | 2002 | 2005 | |||||||||||||||||||||||||||||||||
Wal-Mart Plaza *
|
- | 5,437,373 | 9,998,346 | - | 5,778 | 5,437,373 | 10,004,124 | 15,441,497 | 2,226,206 | 1970 | 2004 | |||||||||||||||||||||||||||||||||
Glendale Town Center *
|
- | 1,510,643 | 45,672,410 | - | 61,380 | 1,510,643 | 45,733,790 | 47,244,433 | 18,873,273 | 1958/2008 | 1999 | |||||||||||||||||||||||||||||||||
Hamilton Crossing
|
12,827,051 | 5,672,477 | 9,918,492 | - | 689,315 | 5,672,477 | 10,607,807 | 16,280,284 | 3,058,981 | 1999 | 2004 | |||||||||||||||||||||||||||||||||
Indian River Square
|
12,658,987 | 5,180,000 | 9,650,940 | - | 397,362 | 5,180,000 | 10,048,302 | 15,228,302 | 3,962,191 | 1997/2004 | 2005 | |||||||||||||||||||||||||||||||||
International Speedway Square *
|
20,577,546 | 7,769,277 | 19,620,961 | - | 7,003,037 | 7,769,277 | 26,623,997 | 34,393,274 | 9,513,046 | 1999 |
NA
|
|||||||||||||||||||||||||||||||||
Shops at Eagle Creek *
|
- | 2,877,727 | 8,016,340 | 200,087 | 2,772,902 | 3,077,814 | 10,789,242 | 13,867,056 | 2,313,654 | 1998 | 2003 | |||||||||||||||||||||||||||||||||
Kedron Village
|
29,464,314 | 3,750,000 | 33,102,439 | - | 208,546 | 3,750,000 | 33,310,985 | 37,060,985 | 6,426,738 | 2006 |
NA
|
|||||||||||||||||||||||||||||||||
Greyhound Commons *
|
- | 2,641,246 | 866,993 | - | - | 2,641,246 | 866,993 | 3,508,239 | 334,657 | 2005 |
NA
|
|||||||||||||||||||||||||||||||||
King's Lake Square *
|
- | 4,519,000 | 7,541,065 | - | 1,245,835 | 4,519,000 | 8,786,900 | 13,305,900 | 2,487,349 | 1986 | 2003 | |||||||||||||||||||||||||||||||||
Ridge Plaza
|
14,243,655 | 4,664,000 | 17,620,735 | - | 714,466 | 4,664,000 | 18,335,201 | 22,999,201 | 5,701,730 | 2002 | 2003 | |||||||||||||||||||||||||||||||||
Boulevard Crossing
|
13,416,819 | 4,385,525 | 10,015,939 | - | 1,294,539 | 4,385,525 | 11,310,478 | 15,696,003 | 3,005,158 | 2004 |
NA
|
|||||||||||||||||||||||||||||||||
Naperville Marketplace
|
9,435,995 | 5,364,101 | 12,187,580 | - | - | 5,364,101 | 12,187,580 | 17,551,681 | 1,874,360 | 2008 |
NA
|
|||||||||||||||||||||||||||||||||
Traders Point
|
45,091,190 | 9,443,449 | 37,348,157 | - | 114,092 | 9,443,449 | 37,462,249 | 46,905,698 | 9,205,519 | 2005 |
NA
|
|||||||||||||||||||||||||||||||||
Traders Point II *
|
- | 2,375,797 | 7,202,988 | - | 67,259 | 2,375,797 | 7,270,248 | 9,646,045 | 1,688,291 | 2005 |
NA
|
|||||||||||||||||||||||||||||||||
Market Street Village *
|
- | 9,764,381 | 18,745,417 | - | 2,012,014 | 9,764,381 | 20,757,431 | 30,521,812 | 5,232,734 | 1970/2004 | 2005 | |||||||||||||||||||||||||||||||||
Initial Cost
|
Cost Capitalized Subsequent to Acquisition/ Development
|
Gross Carry Amount Close of Period
|
||||||||||||||||||||
Building &
|
Building &
|
Building &
|
Accumulated
|
Year Built/
|
Year
|
|||||||||||||||||
Name, Location
|
Encumbrances
|
Land
|
Improvements
|
Land
|
Improvements
|
Land
|
Improvements
|
Total
|
Depreciation
|
Renovated
|
Acquired
|
|||||||||||
Other **
|
||||||||||||||||||||||
Bridgewater Marketplace
|
-
|
2,020,358
|
-
|
-
|
-
|
2,020,358
|
-
|
2,020,358
|
-
|
|||||||||||||
Eddy Street Commons *
|
-
|
591,899
|
-
|
-
|
-
|
591,899
|
-
|
591,899
|
-
|
|||||||||||||
Eagle Creek IV *
|
-
|
1,823,144
|
-
|
-
|
-
|
1,823,144
|
-
|
1,823,144
|
-
|
|||||||||||||
50 South Morton
|
-
|
186,000
|
-
|
-
|
-
|
186,000
|
-
|
186,000
|
-
|
|||||||||||||
Gateway Shopping Center
|
-
|
408,000
|
-
|
-
|
-
|
408,000
|
-
|
408,000
|
-
|
|||||||||||||
Fox Lake Crossing II
|
-
|
3,853,832
|
-
|
-
|
-
|
3,853,832
|
-
|
3,853,832
|
-
|
|||||||||||||
KR Peakway *
|
-
|
6,023,277
|
-
|
-
|
-
|
6,023,277
|
-
|
6,023,277
|
-
|
|||||||||||||
KRG Peakway *
|
-
|
3,202,655
|
12,268,672
|
-
|
-
|
3,202,655
|
12,268,672
|
15,471,327
|
-
|
|||||||||||||
Beacon Hill Shopping Center
|
-
|
3,520,872
|
-
|
-
|
-
|
3,520,872
|
-
|
3,520,872
|
-
|
|||||||||||||
Pan Am Plaza
|
-
|
6,266,210
|
-
|
-
|
-
|
6,266,210
|
-
|
6,266,210
|
-
|
|||||||||||||
New Hill Place - Phase II *
|
-
|
15,648,152
|
-
|
-
|
-
|
15,648,152
|
-
|
15,648,152
|
-
|
|||||||||||||
KR New Hill *
|
-
|
4,351,101
|
-
|
-
|
-
|
4,351,101
|
-
|
4,351,101
|
-
|
|||||||||||||
951 & 41 *
|
7,800,000
|
19,006,194
|
-
|
-
|
-
|
19,006,194
|
-
|
19,006,194
|
-
|
|||||||||||||
Total Other
|
7,800,000
|
66,901,694
|
12,268,672
|
-
|
-
|
66,901,694
|
12,268,672
|
79,170,366
|
-
|
|||||||||||||
Line of credit/Term Loan - see *
|
219,624,200
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
|||||||||||||
Grand Total
|
$ 699,908,768
|
$ 351,734,397
|
$ 980,227,779
|
$ 411,902
|
$ 54,662,151
|
$ 352,146,300
|
$ 1,034,889,930
|
$ 1,387,036,230
|
$ 190,972,644
|
|||||||||||||
____________________
|
|
*
|
This property or a portion of the property is included as an Unencumbered Pool Property used in calculating the Company’s line of credit borrowing base.
|
**
|
This category generally includes land held for development. The Company also has certain additional land parcels at its development and operating properties, which amounts are included elsewhere in this table.
|
2012
|
2011
|
2010
|
||||||||||
Balance, beginning of year
|
$ | 1,268,253,652 | $ | 1,194,766,485 | $ | 1,166,770,168 | ||||||
Acquisitions
|
76,530,776 | 17,383,640 | — | |||||||||
Consolidation of subsidiary
|
33,701,408 | — | — | |||||||||
Improvements
|
103,130,465 | 67,626,743 | 41,900,543 | |||||||||
Disposals
|
(94,580,072 | ) | (11,523,216 | ) | (13,904,226 | ) | ||||||
Balance, end of year
|
$ | 1,387,036,230 | $ | 1,268,253,652 | $ | 1,194,766,485 |
2012
|
2011
|
2010
|
||||||||
Balance, beginning of year
|
$
|
174,167,146
|
$
|
147,889,371
|
$
|
123,313,411
|
||||
Depreciation expense
|
37,429,281
|
32,706,686
|
35,767,040
|
|||||||
Disposals
|
(20,623,783
|
)
|
(6,428,912
|
)
|
(11,191,080
|
)
|
||||
Balance, end of year
|
$
|
190,972,644
|
$
|
174,167,146
|
$
|
147,889,371
|
Buildings
|
35 years
|
Building improvements
|
10-35 years
|
Tenant improvements
|
Term of related lease
|
Furniture and Fixtures
|
5-10 years
|
Exhibit No.
|
Description
|
Location
|
||
3.1
|
Articles of Amendment and Restatement of Declaration of Trust of the Company
|
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 August 20, 2004
|
||
3.2
|
Articles Supplementary designating Kite Realty Group Trust’s 8.250% Series A Cumulative Redeemable Perpetual Preferred Shares, liquidation preference $25.00 per share, par value $0.01 per share
|
Incorporate by reference to Exhibit 3.2 to the Current Report on Form 8-K of Kite Realty Group Trust filed with the SEC on March 12, 2012
|
||
3.3
|
Articles Supplementary establishing additional shares of Kite Realty Group Trust’s 8.250% Series A Cumulative Redeemable Perpetual Preferred Shares, liquidation preference $25.00 per share, par value $0.01 per share
|
Incorporated by reference to Exhibit 3.1 to Kite Realty Group Trust’s registration statement of Form 8-A filed on December 7, 2010
|
||
3.4
|
First Amended and Restated Bylaws of the Company, as amended
|
Incorporated by reference to Exhibit 3.1 of the Quarterly Report on Form 10-Q of Kite Realty Group Trust for the period ended June 30, 2012
|
||
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
|
Form of share certificate evidencing the 8.250% Series A Cumulative Redeemable Perpetual Preferred Shares, liquidation preference $25.00 per share, per value $0.01 per share
|
Incorporate by reference to Exhibit 4.1 to Kite Realty Group Trust’s registration statement on Form 8-A filed on December 7, 2010
|
||
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
|
Incorporate by reference to Exhibit 10.1 to the Current Report on Form 8-K of Kite Realty Group Trust filed with the SEC on December 13, 2010
|
||
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
|
Employment Agreement, dated as of August 16, 2004, by and between the Company and John A. Kite*
|
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 August 20, 2004
|
||
10.5
|
Employment Agreement, dated as of August 16, 2004, by and between the Company and Thomas K. McGowan*
|
Incorporated by reference to Exhibit 10.10 to the Current Report on Form 8-K of Kite Realty Group Trust filed with the SEC on August 20, 2004
|
||
10.6
|
Employment Agreement, dated as of August 16, 2004, by and between the Company and Daniel R. Sink*
|
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 August 20, 2004
|
||
10.7
|
Noncompetition Agreement, dated as of August 16, 2004, by and between the Company and John A. Kite*
|
Incorporated by reference to Exhibit 10.13 to the Current Report on Form 8-K of Kite Realty Group Trust filed with the SEC on August 20, 2004
|
10.8
|
Noncompetition Agreement, dated as of August 16, 2004, by and between the Company and Thomas K. McGowan*
|
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 August 20, 2004
|
||
10.9
|
Noncompetition Agreement, dated as of August 16, 2004, by and between the Company and Daniel R. Sink*
|
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 August 20, 2004
|
||
10.10
|
Indemnification Agreement, dated as of August 16, 2004, by and between Kite Realty Group, L.P. and Alvin E. Kite*
|
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 August 20, 2004
|
||
10.11
|
Indemnification Agreement, dated as of August 16, 2004, by and between 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, 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 August 16, 2004, by and between Kite Realty Group, L.P. and Daniel R. Sink*
|
Incorporated by reference to Exhibit 10.19 to the Current Report on Form 8-K of Kite Realty Group Trust filed with the SEC on August 20, 2004
|
||
10.14
|
Indemnification Agreement, dated as of August 16, 2004, by and between 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 August 16, 2004, by and between Kite Realty Group, L.P. and Michael L. Smith*
|
Incorporated by reference to Exhibit 10.21 to the Current Report on Form 8-K of Kite Realty Group Trust filed with the SEC on August 20, 2004
|
||
10.16
|
Indemnification Agreement, dated as of August 16, 2004, by and between Kite Realty Group, L.P. and Eugene Golub*
|
Incorporated by reference to Exhibit 10.22 to the Current Report on Form 8-K of Kite Realty Group Trust filed with the SEC on August 20, 2004
|
||
10.17
|
Indemnification Agreement, dated as of August 16, 2004, by and between Kite Realty Group, L.P. and Richard A. Cosier*
|
Incorporated by reference to Exhibit 10.23 to the Current Report on Form 8-K of Kite Realty Group Trust filed with the SEC on August 20, 2004
|
||
10.18
|
Indemnification Agreement, dated as of August 16, 2004, by and between Kite Realty Group, L.P. and Gerald L. Moss*
|
Incorporated by reference to Exhibit 10.24 to the Current Report on Form 8-K of Kite Realty Group Trust filed with the SEC on August 20, 2004
|
||
10.19
|
Indemnification Agreement, dated as of November 3, 2008, by and between Kite Realty Group, L.P. and Darell E. Zink, Jr.*
|
Incorporated by reference to Exhibit 10.4 to the Quarterly Report on Form 10-Q of Kite Realty Group Trust for the period ended September 30, 2008
|
||
10.20
|
Indemnification Agreement, dated as of March 8, 2013, by and between Kite Realty Group, L.P. and Victor J. Coleman
|
Filed herewith
|
||
10.21
|
Kite Realty Group Trust Equity Incentive Plan, as amended*
|
Incorporated by reference to the Kite Realty Group Trust definitive Proxy Statement, filed with the SEC on April 10, 2009
|
||
10.22
|
Kite Realty Group Trust Executive Bonus Plan*
|
Incorporated by reference to Exhibit 10.27 to the Current Report on Form 8-K of Kite Realty Group Trust filed with the SEC on August 20, 2004
|
10.23
|
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
|
||
10.24
|
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, Ken 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
|
10.25
|
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 for the period ended September 30, 2005
|
||
10.26
|
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
|
||
10.27
|
Form of Share Option Agreement under 2004 Equity Incentive Plan*
|
Incorporated by reference to Exhibit 10.39 to the Annual Report on Form 10-K of Kite Realty Group Trust for the period ended December 31, 2004
|
||
10.28
|
Form of Restricted Share Agreement under 2004 Equity Incentive Plan*
|
Incorporated by reference to Exhibit 10.40 of the Annual Report on Form 10-K of Kite Realty Group Trust for the period ended December 31, 2004
|
||
10.29
|
Schedule of Non-Employee Trustee Fees and Other Compensation*
|
Incorporated by reference to Exhibit 10.27 of the Annual Report on Form 10-K of Kite Realty Group Trust for the period ended December 31, 2011
|
||
10.30
|
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 for the period ended June 30, 2006
|
||
10.31
|
Consulting Agreement, dated as of March 31, 2009, by and between the Company and Alvin E. Kite, Jr.
|
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 April 6, 2009
|
||
10.32
|
Credit Agreement, dated as of June 6, 2011, by and among the Operating Partnership, the Company, KeyBank National Association, as Administrative Agent, Bank of America, N. A., as Syndication Agent, Wells Fargo Bank, National Association, as successor to Wachovia Bank National Association as Documentation 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 June 9, 2011
|
||
10.33
|
First Amendment to Second Amended and Restated Credit Agreement, dated as of April 30, 2012, by and among the Operating Partnership, the Company, certain subsidiaries of the Operating Partnership party thereto, KeyBank National Association, as Administrative Agent, and the other 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 May 4, 2012
|
10.34
|
Guaranty, dated as of June 6, 2011, by the Company and certain subsidiaries of the Operating Partnership 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 June 9, 2011
|
||
10.35
|
Term Loan Agreement, dated as of April 30, 2012, by and among the Operating Partnership, the Company, KeyBank National Association, as Administrative Agent, Wells Fargo Bank, National Association, as Syndication Agent, the Huntington National Bank, as Documentation Agent, Keybanc Capital Markets and Wells Fargo Securities, LLC, as Joint Bookrunners and Joint Lead Arrangers, 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 May 4, 2012
|
||
10.36
|
Guaranty, dated as of April 30, 2012, by the Company and certain subsidiaries of the Operating Partnership 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 May 4, 2012
|
||
12.1
|
Statement of Computation of Ratio of Earnings to Combined Fixed Charges and Preferred Dividends
|
Filed herewith
|
||
21.1
|
List of Subsidiaries
|
Filed herewith
|
||
23.1
|
Consent of Ernst & Young LLP
|
Filed herewith
|
||
31.1
|
Certification of principal executive officer 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
|
||
31.2
|
Certification of principal financial officer 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 pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
|
Filed herewith
|
||
101.INS
|
XBRL Instance Document
|
Filed herewith
|
||
101.SCH
|
XBRL Taxonomy Extension Schema Document
|
Filed herewith
|
||
101.CAL
|
XBRL Taxonomy Extension Calculation Linkbase Document
|
Filed herewith
|
||
101.LAB
|
XBRL Taxonomy Extension Label Linkbase Document
|
Filed herewith
|
||
101.PRE
|
XBRL Taxonomy Extension Presentation Linkbase Document
|
Filed herewith
|
||
101.DEF
|
XBRL Taxonomy Extension Definition Linkbase Document
|
Filed herewith
|
||
____________________
|
* Denotes a management contract or compensatory, plan contract or arrangement.
|
|
(A)
|
“Change in Control” shall mean
|
|
i.
|
the dissolution or liquidation of the Company;
|
|
ii.
|
the merger, consolidation, or reorganization of the Company with one or more other entities in which the Company is not the surviving entity or immediately following which the persons or entities who were beneficial owners (as determined pursuant to Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) of voting securities of the Company immediately prior thereto cease to beneficially own more than fifty percent (50%) of the voting securities of the surviving entity immediately thereafter;
|
|
iii.
|
a sale of all or substantially all of the assets of the Company to another person or entity;
|
|
iv.
|
any transaction (including without limitation a merger or reorganization in which the Company is the surviving entity) that results in any person or entity or “group” (within the meaning of Section 13(d)(3) or 14(d)(2) of the Exchange Act) (other than persons who are shareholders or affiliates immediately prior to the transaction) owning thirty percent (30%) or more of the combined voting power of all classes of shares of the Company; or
|
|
v.
|
individuals who, as of the date hereof, constitute the Board of Trustees (the “Incumbent Board”) cease for any reason to constitute at least a majority of the Board of Trustees; provided, however, that any individual becoming a trustee subsequent to the date hereof whose election, or nomination for election by the Company’s shareholders, was approved by a vote of at least a majority of the trustees then comprising the Incumbent Board (either by a specific vote or by approval of the proxy statement of the Company in which such person is named as a nominee for trustee, without written objection to such nomination) shall be considered as though such individual were a member of the Incumbent Board, but excluding, for this purpose, any such individual whose initial assumption of office occurs as a result of an actual or threatened election contest with respect to the election or removal of trustees or other actual or threatened solicitation of proxies or contests by or on behalf of a person other than the Board of Trustees.
|
|
(B)
|
“Corporate Status” describes the status of a person who is or was a trustee or officer of the Company (or of any domestic or foreign predecessor entity of the Company in a merger, consolidation or other transaction in which the predecessor's interest ceased upon consummation of the transaction) or is or was serving at the request of the Company (or any such predecessor entity) as a director, officer, partner (limited or general), member, trustee, employee or agent of any other foreign or domestic corporation, partnership, joint venture, limited liability company, trust, other enterprise (whether conducted for profit or not for profit) or employee benefit plan. The Company (and any domestic or foreign predecessor entity of the Company in a merger, consolidation or other transaction in which the predecessor's existence ceased upon consummation of the transaction) shall be deemed to have requested the Indemnitee to serve an employee benefit plan where the performance of the Indemnitee's duties to the Company (or any such predecessor entity) also imposes or imposed duties on, or otherwise involves or involved services by, the Indemnitee to the plan or participants or beneficiaries of the plan.
|
|
(C)
|
“Expenses” shall include all attorneys' and paralegals' fees, retainers, court costs, transcript costs, fees of experts, witness fees, travel expenses, duplicating costs, printing and binding costs, telephone charges, postage, delivery service fees, and all other disbursements or expenses of the types customarily incurred in connection with prosecuting, defending, preparing to prosecute or defend, investigating, or being or preparing to be a witness in a Proceeding.
|
|
(D)
|
“Proceeding” includes any action, suit, arbitration, alternate dispute resolution mechanism, investigation, administrative hearing, or any other proceeding, including appeals therefrom, whether civil, criminal, administrative, or investigative, except one initiated by the Indemnitee pursuant to paragraph 8 of this Agreement to enforce such Indemnitee's rights under this Agreement.
|
(E)
|
“Special Legal Counsel” means a law firm, or a member of a law firm, that is experienced in matters of corporation law and neither presently is, or in the past two years has been, retained to represent (i) the Indemnitors or the Indemnitee in any matter material to either such party, or (ii) any other party to the Proceeding giving rise to a claim for indemnification hereunder.
|
2.
|
INDEMNIFICATION
|
3.
|
EXPENSES OF A SUCCESSFUL PARTY
|
5.
|
WITNESS EXPENSES
|
6.
|
DETERMINATION OF ENTITLEMENT TO AND AUTHORIZATION OF INDEMNIFICATION
|
|
(A)
|
To obtain indemnification under this Agreement, the Indemnitee shall submit to the Indemnitors a written request, including therewith such documentation and information reasonably necessary to determine whether and to what extent the Indemnitee is entitled to indemnification.
|
(B)
|
Indemnification under this Agreement may not be made unless authorized for a specific Proceeding after a determination has been made in accordance with this Section 6(B) that indemnification of the Indemnitee is permissible in the circumstances because the Indemnitee has met the following standard of conduct: the Indemnitors shall indemnify the Indemnitee in accordance with the provisions of paragraph 2 hereof, unless
it is established that: (a) the act or omission of the Indemnitee was material to the matter giving rise to the Proceeding and (x) was committed in bad faith or (y) was the result of active and deliberate dishonesty; (b) the Indemnitee actually received an improper personal benefit in money, property or services; or (c) in the case of any criminal proceeding, the Indemnitee had reasonable cause to believe that the act or omission was unlawful. Upon receipt by the Indemnitors of the Indemnitee's written request for indemnification pursuant to subparagraph 6(A), a determination as to whether the applicable standard of conduct has been met shall be made within the period specified in paragraph 6(E): (i) if a Change in Control shall have occurred, by Special Legal Counsel in a written opinion to the Board of Trustees, a copy of which shall be delivered to the Indemnitee, with Special Legal Counsel selected by the Indemnitee (unless the Indemnitee shall request that such determination be made by the person or persons and in the manner provided in clause (ii) of this paragraph 6(B), in which event the provisions of such clause (ii) shall apply) (If the Indemnitee selects Special Legal Counsel to make the determination under this clause (i), the Indemnitee shall give prompt written notice to the Indemnitors advising them of the identity of the Special Legal Counsel so selected); or (ii) if a Change in Control shall not have occurred, (A) by the Board of Trustees by a majority vote of a quorum consisting of trustees not, at the time, parties to the Proceeding, or, if such quorum cannot be obtained, then by a majority vote of a committee of the Board of Trustees consisting solely of two or more trustees not, at the time, parties to such Proceeding and who were duly designated to act in the matter by a majority vote of the full Board of Trustees in which the designated trustees who are parties may participate, (B) by Special Legal Counsel in a written opinion to the Board of Trustees, a copy of which shall be delivered to the Indemnitee, with Special Legal Counsel selected by the Board of Trustees or a committee of the Board of Trustees by vote as set forth in subparagraph (ii)(A) of this paragraph 6(B), or, if the requisite quorum of the full Board of Trustees cannot be obtained therefor and the committee cannot be established, by a majority of the full Board of Trustees in which trustees who are parties to the Proceeding may participate (If the Indemnitors select Special Legal Counsel to make the determination under this clause (ii), the Indemnitors shall give prompt written notice to the Indemnitee advising him or her of the identity of the Special Legal Counsel so selected) or (C) by the shareholders of the Company. If it is so determined that the Indemnitee is entitled to indemnification, payment to the Indemnitee shall be made within 10 days after such determination. Authorization of indemnification and determination as to reasonableness of Expenses shall be made in the same manner as the determination that indemnification is permissible. However, if the determination that indemnification is permissible is made by Special Legal Counsel under clause (B) above, authorization of indemnification and determination as to reasonableness of Expenses shall be made in the manner specified under clause (B) above for the selection of such Special Legal Counsel.
|
|
(C)
|
The Indemnitee shall cooperate with the person or entity making such determination with respect to the Indemnitee's entitlement to indemnification, including providing upon reasonable advance request any documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably available to the Indemnitee and reasonably necessary to such determination. Any reasonable costs or expenses (including reasonable attorneys' fees and disbursements) incurred by the Indemnitee in so cooperating shall be borne by the Indemnitors (irrespective of the determination as to the Indemnitee's entitlement to indemnification) and the Indemnitors hereby indemnify and agree to hold the Indemnitee's harmless therefrom.
|
|
(D)
|
In the event the determination of entitlement to indemnification is to be made by Special Legal Counsel pursuant to paragraph 6(B) hereof, the Indemnitee, or the Indemnitors, as the case may be, may, within seven days after such written notice of selection shall have been given, deliver to the Indemnitors or to the Indemnitee, as the case may be, a written objection to such selection. Such objection may be asserted only on the grounds that the Special Legal Counsel so selected does not meet the requirements of “Special Legal Counsel” as defined in paragraph 1 of this Agreement. If such written objection is made, the Special Legal Counsel so selected may not serve as Special Legal Counsel until a court has determined that such objection is without merit. If, within 20 days after submission by the Indemnitee of a written request for indemnification pursuant to paragraph 6(A) hereof, no Special Legal Counsel shall have been selected or, if selected, shall have been objected to, either the Indemnitors or the Indemnitee may petition a court for resolution of any objection which shall have been made by the Indemnitors or the Indemnitee to the other's selection of Special Legal Counsel and/or for the appointment as Special Legal Counsel of a person selected by the court or by such other person as the court shall designate, and the person with respect to whom an objection is so resolved or the person so appointed shall act as Special Legal Counsel under paragraph 6(B) hereof. The Indemnitors shall pay all reasonable fees and expenses of Special Legal Counsel incurred in connection with acting pursuant to paragraph 6(B) hereof, and all reasonable fees and expenses incident to the selection of such Special Legal Counsel pursuant to this paragraph 6(D). In the event that a determination of entitlement to indemnification is to be made by Special Legal Counsel and such determination shall not have been made and delivered in a written opinion within ninety (90) days after the receipt by the Indemnitors of the Indemnitee's request in accordance with paragraph 6(A), upon the due commencement of any judicial proceeding in accordance with paragraph 8(A) of this Agreement, Special Legal Counsel shall be discharged and relieved of any further responsibility in such capacity.
|
|
(E)
|
If the person or entity making the determination whether the Indemnitee is entitled to indemnification shall not have made a determination within 60 days after receipt by the Indemnitors of the request therefor, the requisite determination of entitlement to indemnification shall be deemed to have been made and the Indemnitee shall be entitled to such indemnification, absent: (i) a misstatement by the Indemnitee of a material fact, or an omission of a material fact necessary to make the Indemnitee's statement not materially misleading, in connection with the request for indemnification, or (ii) a prohibition of such indemnification under applicable law. Such 60-day period may be extended for a reasonable time, not to exceed an additional 30 days, if the person or entity making said determination in good faith requires additional time for the obtaining or evaluating of documentation and/or information relating thereto. The foregoing provisions of this paragraph 6(E) shall not apply: (i) if the determination of entitlement to indemnification is to be made by the shareholders and if within 15 days after receipt by the Indemnitors of the request for such determination the Board of Trustees resolves to submit such determination to the shareholders for consideration at an annual or special meeting thereof to be held within 75 days after such receipt and such determination is made at such meeting, or (ii) if the determination of entitlement to indemnification is to be made by Special Legal Counsel pursuant to paragraph 6(B) of this Agreement.
|
7.
|
PRESUMPTIONS
|
|
(A)
|
In making a determination with respect to entitlement or authorization of indemnification hereunder, the person or entity making such determination shall presume that the Indemnitee is entitled to indemnification under this Agreement and the Indemnitors shall have the burden of proof to overcome such presumption.
|
(B)
|
The termination of any Proceeding by conviction, or upon a plea of nolo contendere or its equivalent, or an entry of an order of probation prior to judgment, creates a rebuttable presumption that the Indemnitee did not meet the requisite standard of conduct described herein for indemnification.
|
8.
|
REMEDIES
|
|
(A)
|
In the event that: (i) a determination is made in accordance with the provisions of paragraph 6 that the Indemnitee is not entitled to indemnification under this Agreement, or (ii) advancement of reasonable Expenses is not timely made pursuant to this Agreement, or (iii) payment of indemnification due the Indemnitee under this Agreement is not timely made, the Indemnitee shall be entitled to an adjudication in an appropriate court of competent jurisdiction of such Indemnitee's entitlement to such indemnification or advancement of Expenses.
|
|
(B)
|
In the event that a determination shall have been made pursuant to paragraph 6 of this Agreement that the Indemnitee is not entitled to indemnification, any judicial proceeding commenced pursuant to this paragraph 8 shall be conducted in all respects as a de novo trial on the merits. The fact that a determination had been made earlier pursuant to paragraph 6 of this Agreement that the Indemnitee was not entitled to indemnification shall not be taken into account in any judicial proceeding commenced pursuant to this paragraph 8 and the Indemnitee shall not be prejudiced in any way by reason of that adverse determination. In any judicial proceeding commenced pursuant to this paragraph 8, the Indemnitors shall have the burden of proving that the Indemnitee is not entitled to indemnification or advancement of Expenses, as the case may be.
|
|
(C)
|
If a determination shall have been made or deemed to have been made pursuant to this Agreement that the Indemnitee is entitled to indemnification, the Indemnitors shall be bound by such determination in any judicial proceeding commenced pursuant to this paragraph 8, absent: (i) a misstatement by the Indemnitee of a material fact, or an omission of a material fact necessary to make the Indemnitee's statement not materially misleading, in connection with the request for indemnification, or (ii) a prohibition of such indemnification under applicable law.
|
|
(D)
|
The Indemnitors shall be precluded from asserting in any judicial proceeding commenced pursuant to this paragraph 8 that the procedures and presumptions of this Agreement are not valid, binding and enforceable and shall stipulate in any such court that the Indemnitors are bound by all the provisions of this Agreement.
|
|
(E)
|
In the event that the Indemnitee, pursuant to this paragraph 8, seeks a judicial adjudication of such Indemnitee's rights under, or to recover damages for breach of, this Agreement, if successful in whole or in part, the Indemnitee shall be entitled to recover from the Indemnitors, and shall be indemnified by the Indemnitors against, any and all reasonable Expenses actually incurred by such Indemnitee in such judicial adjudication.
|
|
(A)
|
The Indemnitors will be entitled to participate therein at their own expense.
|
|
(B)
|
Except as otherwise provided below, the Indemnitors will be entitled to assume the defense thereof, with counsel reasonably satisfactory to Indemnitee. After notice from the Indemnitors to Indemnitee of the Indemnitors' election so to assume the defense thereof, the Indemnitors will not be liable to Indemnitee under this Agreement for any legal or other expenses subsequently incurred by Indemnitee in connection with the defense thereof other than reasonable costs of investigation or as otherwise provided below. Indemnitee shall have the right to employ Indemnitee's own counsel in such Proceeding, but the fees and disbursements of such counsel incurred after notice from the Indemnitors of the Indemnitors' assumption of the defense thereof shall be at the expense of Indemnitee unless (a) the employment by counsel by Indemnitee has been authorized by the Indemnitors, (b) the Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Indemnitors and the Indemnitee in the conduct of the defense of such action, (c) such Proceeding seeks penalties or other relief against the Indemnitee with respect to which the Indemnitors could not provide monetary indemnification to the Indemnitee (such as injunctive relief or incarceration) or (d) the Indemnitors shall not in fact have employed counsel to assume the defense of such action, in each of which cases the fees and disbursements of counsel shall be at the expense of the Indemnitors. The Indemnitors shall not be entitled to assume the defense of any Proceeding brought by or on behalf of the Indemnitors, or as to which Indemnitee shall have reached the conclusion specified in clause (b) above, or which involves penalties or other relief against Indemnitee of the type referred to in clause (c) above.
|
|
(C)
|
The Indemnitors shall not be liable to indemnify Indemnitee under this Agreement for any amounts paid in settlement of any action or claim effected without the Indemnitors' written consent. The Indemnitors shall not settle any action or claim in any manner that would impose any penalty or limitation on Indemnitee without Indemnitee's written consent. Neither the Indemnitors nor Indemnitee will unreasonably withhold or delay consent to any proposed settlement.
|
10.
|
NON-EXCLUSIVITY; SURVIVAL OF RIGHTS; INSURANCE SUBROGATION
|
|
(A)
|
The rights of indemnification and to receive advancement of reasonable Expenses as provided by this Agreement shall not be deemed exclusive of any other rights to which the Indemnitee may at any time be entitled under applicable law, the Declaration of Trust, the Bylaws, the Operating Partnership's Partnership Agreement, any other agreement, a vote of shareholders, a resolution of the Board of Trustees or otherwise. No amendment, alteration or repeal of this Agreement or any provision hereof shall be effective as to the Indemnitee with respect to any action taken or omitted by the Indemnitee as a member of the Board of Trustees prior to such amendment, alteration or repeal.
|
|
(B)
|
To the extent that the Company maintains an insurance policy or policies providing liability insurance for trustees and officers of the Company, the Indemnitee shall be covered by such policy or policies in accordance with its or their terms to the maximum extent of the coverage available and upon any “Change in Control” the Company shall use commercially reasonable efforts to obtain or arrange for continuation and/or “tail” coverage for the Indemnitee to the maximum extent obtainable at such time.
|
|
(C)
|
In the event of any payment under this Agreement, the Indemnitors shall be subrogated to the extent of such payment to all of the rights of recovery of the Indemnitee, who shall execute all papers required and take all actions necessary to secure such rights, including execution of such documents as are necessary to enable the Indemnitors to bring suit to enforce such rights.
|
|
(D)
|
The Indemnitors shall not be liable under this Agreement to make any payment of amounts otherwise indemnifiable hereunder if and to the extent that the Indemnitee has otherwise actually received such payment under any insurance policy, contract, agreement, or otherwise.
|
11.
|
CONTINUATION OF INDEMNITY
|
|
(A)
|
All agreements and obligations of the Indemnitors contained herein shall continue during the period the Indemnitee is an officer or a member of the Board of Trustees of the Company and shall continue thereafter so long as the Indemnitee shall be subject to any threatened, pending or completed Proceeding by reason of such Indemnitee's Corporate Status and during the period of statute of limitations for any act or omission occurring during the Indemnitee's term of Corporate Status. This Agreement shall be binding upon the Indemnitors and their respective successors and assigns and shall inure to the benefit of the Indemnitee and such Indemnitee's heirs, executors and administrators.
|
|
(B)
|
The Company and the Operating Partnership shall require and cause any successor (whether direct or indirect by purchase, merger, consolidation or otherwise) to all, substantially all or a substantial part, of the business and/or assets of the Company or the Operating Partnership, by written agreement in form and substance reasonably satisfactory to the Indemnitee, expressly to assume and agree to perform this Agreement in the same manner and to the same extent that the Company and the Operating Partnership would be required to perform if no such succession had taken place.
|
12.
|
SEVERABILITY
|
13.
|
EXCEPTION TO RIGHT OF INDEMNIFICATION OR ADVANCEMENT OF EXPENSES
|
Years ended December 31
|
||||||||||||||||||||
2012
|
2011
|
2010
|
2009
|
2008
|
||||||||||||||||
Earnings:
|
||||||||||||||||||||
Net income (loss) from continuing operations
|
$ | (12,126,085 | ) | $ | 3,556,493 | $ | (9,407,478 | ) | $ | 3,595,529 | $ | 10,521,859 | ||||||||
Add:
|
||||||||||||||||||||
Income taxes expense (benefit)
|
(105,984 | ) | (1,294 | ) | 265,986 | (22,293 | ) | 1,927,830 | ||||||||||||
Fixed charges, net of capitalized interest
|
25,691,237 | 23,634,020 | 26,837,276 | 25,653,912 | 28,128,780 | |||||||||||||||
Distributions and income from majority-owned unconsolidated entity
|
— | — | — | 381,514 | 825,747 | |||||||||||||||
Less:
|
||||||||||||||||||||
Income (loss) from unconsolidated entities
|
91,452 | 4,653,783 | (51,964 | ) | 226,041 | 2,075,000 | ||||||||||||||
Earnings before fixed charges and preferred dividends
|
$ | 13,367,716 | 22,535,436 | 17,747,748 | 29,382,621 | 39,329,216 | ||||||||||||||
Fixed charges:
|
||||||||||||||||||||
Interest expense
|
$ | 25,660,381 | $ | 23,599,227 | $ | 26,809,424 | $ | 25,633,856 | $ | 28,112,090 | ||||||||||
Capitalized interest
|
7,444,472 | 8,486,590 | 8,807,062 | 8,892,218 | 10,061,770 | |||||||||||||||
Interest within rental expense
|
30,856 | 34,793 | 27,852 | 20,056 | 16,690 | |||||||||||||||
Fixed charges of unconsolidated entities
|
— | — | — | 179,177 | 261,044 | |||||||||||||||
Total fixed charges
|
33,135,709 | $ | 32,120,610 | $ | 35,644,338 | $ | 34,725,307 | $ | 38,451,594 | |||||||||||
Preferred dividends
|
7,920,002 | 5,775,000 | 376,979 | — | — | |||||||||||||||
Total fixed charges and preferred dividends
|
$ | 41,055,711 | $ | 37,895,610 | $ | 36,021,317 | $ | 34,725,307 | $ | 38,451,594 | ||||||||||
Ratio of earnings to fixed charges and preferred dividends
|
(1 | ) | (2 | ) | (3 | ) | (4 | ) | 1.02 |
(1)
|
The ratio is less than 1.0; the amount of coverage deficiency for the year ended December 31, 2012 was $27.7 million. The calculation of earnings includes $40.4 million of non-cash depreciation expense and a $8.0 million non-cash remeasurement loss on consolidation of Parkside Town Commons, net.
|
(2)
|
The ratio is less than 1.0; the amount of coverage deficiency for the year ended December 31, 2011 was $15.4 million. The calculation of earnings includes $34.7 million of non-cash depreciation expense.
|
(3)
|
The ratio is less than 1.0; the amount of coverage deficiency for the year ended December 31, 2010 was $18.3 million. The calculation of earnings includes $37.5 million of non-cash depreciation expense.
|
(4)
|
The ratio is less than 1.0; the amount of coverage deficiency for the year ended December 31, 2009 was $3.6 million. The calculation of earnings includes $30.1 million of non-cash depreciation expense.
|
Kite Realty Group List of Subsidiaries
|
||
Name of Subsidiary
|
Jurisdiction of Incorporation or Formation
|
|
50
th
& 12
th
, LLC
|
Indiana
|
|
82
& Otty, LLC
|
Indiana
|
|
116 & Olio, LLC
|
Indiana
|
|
Brentwood Land Partners, LLC
|
Delaware
|
|
Brentwood Property Owners’ Association, Inc.
|
Florida
|
|
Cornelius Adair, LLC
|
Indiana
|
|
Corner Associates, LP
|
Indiana
|
|
Delray Marketplace Master Association, Inc.
|
Florida
|
|
Eagle Plaza II, LLC
|
Indiana
|
|
Eddy Street Commons at Notre Dame Master Association, Inc.
|
Indiana
|
|
Estero Town Commons Property Owners Association, Inc.
|
Florida
|
|
Fishers Station Development Company
|
Indiana
|
|
Glendale Centre, LLC
|
Indiana
|
|
International Speedway Square, LTD
|
Florida
|
|
Jefferson Morton, LLC
|
Indiana
|
|
Kite Acworth, LLC
|
Indiana
|
|
Kite Acworth Management, LLC
|
Delaware
|
|
Kite Coral Springs, LLC
|
Indiana
|
|
Kite Daytona, LLC
|
Indiana
|
|
Kite Eagle Creek, LLC
|
Indiana
|
|
Kite Greyhound, LLC
|
Indiana
|
|
Kite Greyhound III, LLC
|
Indiana
|
|
Kite King’s Lake, LLC
|
Indiana
|
|
Kite Kokomo, LLC
|
Indiana
|
|
Kite Kokomo Management, LLC
|
Delaware
|
|
Kite McCarty State, LLC
|
Indiana
|
|
Kite New Jersey, LLC
|
Delaware
|
|
Kite Pen, LLC
|
Indiana
|
|
Kite Realty Advisors, LLC d/b/a KMI Realty Advisors
|
Indiana
|
|
Kite Realty Construction, LLC
|
Indiana
|
|
Kite Realty Development, LLC
|
Indiana
|
|
Kite Realty Eddy Street Garage, LLC
|
Indiana
|
|
Kite Realty Eddy Street Land, LLC
|
Indiana
|
|
Kite Realty Group Trust
|
Maryland
|
|
Kite Realty Group, L.P.
|
Delaware
|
|
Kite Realty Holding, LLC
|
Indiana
|
|
Kite Realty New Hill Place, LLC
|
Indiana
|
|
Kite Realty Peakway at 55, LLC
|
Indiana
|
|
Kite Realty South Elgin, LLC
|
Indiana
|
|
Kite Realty Washington Parking, LLC
|
Indiana
|
|
Kite Realty/White LS Hotel Operators, LLC
|
Indiana
|
|
Kite San Antonio, LLC
|
Indiana
|
|
Kite Washington, LLC
|
Indiana
|
|
Kite Washington Parking, LLC
|
Indiana
|
|
Kite West 86
th
Street, LLC
|
Indiana
|
Kite West 86
th
Street II, LLC
|
Indiana
|
|
KRG 951 & 41, LLC
|
Indiana
|
|
KRG Beacon Hill, LLC
|
Indiana
|
|
KRG Bolton Plaza, LLC
|
Indiana
|
|
KRG Bridgewater, LLC
|
Indiana
|
|
KRG Capital, LLC
|
Indiana
|
|
KRG Cedar Hill Plaza, LP
|
Delaware
|
|
KRG Cedar Hill Village, LP
|
Indiana
|
|
KRG Centre, LLC
|
Indiana
|
|
KRG CHP Management, LLC
|
Delaware
|
|
KRG College, LLC
|
Indiana
|
|
KRG College I, LLC
|
Indiana
|
|
KRG Construction, LLC
|
Indiana
|
|
KRG Cool Creek Management, LLC
|
Indiana
|
|
KRG Cool Creek Outlots, LLC
|
Indiana
|
|
KRG Corner Associates, LLC
|
Indiana
|
|
KRG Courthouse Shadows, LLC
|
Delaware
|
|
KRG Courthouse Shadows I, LLC
|
Delaware
|
|
KRG Cove Center, LLC
|
Indiana
|
|
KRG/CP Pan Am Plaza, LLC
|
Indiana
|
|
KRG CREC/KS Pembroke Pines, LLC
|
Florida
|
|
KRG Daytona Management, LLC
|
Indiana
|
|
KRG Daytona Management II, LLC
|
Delaware
|
|
KRG Daytona Outlot Management, LLC
|
Delaware
|
|
KRG Delray Beach, LLC
|
Indiana
|
|
KRG Development, LLC d/b/a Kite Development
|
Indiana
|
|
KRG Eagle Creek III, LLC
|
Indiana
|
|
KRG Eagle Creek IV, LLC
|
Indiana
|
|
KRG Eastgate Pavilion, LLC
|
Indiana
|
|
KRG Eddy Street Apartments, LLC
|
Indiana
|
|
KRG Eddy Street Commons, LLC
|
Indiana
|
|
KRG Eddy Street Commons at Notre Dame Declarant, LLC
|
Indiana
|
|
KRG Eddy Street FS Hotel, LLC
|
Indiana
|
|
KRG Eddy Street Land, LLC
|
Indiana
|
|
KRG Eddy Street Land Management, LLC
|
Delaware
|
|
KRG Eddy Street LS Hotel, LLC
|
Indiana
|
|
KRG Eddy Street Office, LLC
|
Indiana
|
|
KRG Estero, LLC
|
Indiana
|
|
KRG Fishers Station, LLC
|
Indiana
|
|
KRG Fishers Station II, LLC
|
Indiana
|
|
KRG Four Corner Square, LLC
|
Indiana
|
|
KRG Fox Lake Crossing, LLC
|
Delaware
|
|
KRG Fox Lake Crossing II, LLC
|
Indiana
|
|
KRG Frisco Bridges, LP
|
Indiana
|
|
KRG Gainesville, LLC
|
Indiana
|
|
KRG Geist Management, LLC
|
Indiana
|
|
KRG Greencastle, LLC
|
Indiana
|
|
KRG Hamilton Crossing, LLC
|
Indiana
|
|
KRG Hamilton Crossing Management, LLC
|
Delaware
|
|
KRG Indian River, LLC
|
Delaware
|
|
KRG ISS, LLC
|
Indiana
|
|
KRG ISS LH Outlot, LLC
|
Indiana
|
|
KRG Kedron Management, LLC
|
Delaware
|
|
KRG Kedron Village, LLC
|
Indiana
|
KRG Kokomo Project Company, LLC
|
Indiana
|
|
KRG Lithia, LLC
|
Indiana
|
|
KRG Management, LLC
|
Indiana
|
|
KRG Market Street Village, LP
|
Indiana
|
|
KRG Market Street Village I, LLC
|
Indiana
|
|
KRG Market Street Village II, LLC
|
Indiana
|
|
KRG Marysville, LLC
|
Indiana
|
|
KRG Naperville, LLC
|
Indiana
|
|
KRG Naperville Management, LLC
|
Delaware
|
|
KRG New Hill Place, LLC
|
Indiana
|
|
KRG New Hill Place I, LLC
|
Indiana
|
|
KRG Oak and Ford Zionsville, LLC
|
Indiana
|
|
KRG Oldsmar, LLC
|
Indiana
|
|
KRG Oldsmar Management, LLC
|
Delaware
|
|
KRG Oldsmar Project Company, LLC
|
Delaware
|
|
KRG Oleander, LLC
|
Indiana
|
|
KRG Pan Am Plaza, LLC
|
Indiana
|
|
KRG Panola I, LLC
|
Delaware
|
|
KRG Panola II, LLC
|
Indiana
|
|
KRG Peakway at 55, LLC
|
Indiana
|
|
KRG Pembroke Pines, LLC
|
Indiana
|
|
KRG Pine Ridge, LLC
|
Delaware
|
|
KRG Pipeline Pointe, LP
|
Indiana
|
|
KRG Plaza Green, LLC
|
Indiana
|
|
KRG Plaza Volente, LP
|
Indiana
|
|
KRG Plaza Volente Management, LLC
|
Delaware
|
|
KRG PR Ventures, LLC
|
Indiana
|
|
KRG Riverchase, LLC
|
Delaware
|
|
KRG Rivers Edge, LLC
|
Indiana
|
|
KRG Rivers Edge II, LLC
|
Indiana
|
|
KRG San Antonio, LP
|
Indiana
|
|
KRG Sunland, LP
|
Indiana
|
|
KRG Sunland II, LP
|
Indiana
|
|
KRG Sunland Management, LLC
|
Delaware
|
|
KRG Texas, LLC
|
Indiana
|
|
KRG Traders Management, LLC
|
Delaware
|
|
KRG Vero, LLC
|
Indiana
|
|
KRG Washington Management, LLC
|
Delaware
|
|
KRG Waterford Lakes, LLC
|
Indiana
|
|
KRG Whitehall Pike Management, LLC
|
Indiana
|
|
KRG Woodruff Greenville, LLC
|
Indiana
|
|
KRG Zionsville, LLC
|
Indiana
|
|
KRG/Atlantic Delray Beach, LLC
|
Florida
|
|
KRG/I-65 Partners Beacon Hill, LLC
|
Indiana
|
|
KRG/KP Northwest 20, LLC
|
Indiana
|
|
KRG/PRISA II Parkside, LLC
|
Delaware
|
|
KRG/PRP Oldsmar, LLC
|
Florida
|
|
KRG/White LS Hotel, LLC
|
Indiana
|
|
KRG/WLM Marysville, LLC
|
Indiana
|
|
Noblesville Partners, LLC
|
Indiana
|
|
Preston Commons, LLP
|
Indiana
|
|
Riverchase Owners’ Association, Inc.
|
Florida
|
|
Westfield One, LLC
|
Indiana
|
|
Whitehall Pike, LLC
|
Indiana
|
1.
|
I have reviewed this annual report on Form 10-K of Kite Realty Group Trust;
|
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
|
4.
|
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
|
a.
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
|
b.
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, 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;
|
|
c.
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
|
d.
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
|
5.
|
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s Board of Trustees (or persons performing the equivalent functions):
|
|
a.
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
|
b.
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
Date: March 8, 2013
|
||
By:
|
/s/ John A. Kite
|
|
John A. Kite
|
||
Chairman and Chief Executive Officer
|
1.
|
I have reviewed this annual report on Form 10-K of Kite Realty Group Trust;
|
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
|
4.
|
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
|
a.
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
|
b.
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, 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;
|
|
c.
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
|
d.
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
|
5.
|
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s Board of Trustees (or persons performing the equivalent functions):
|
|
a.
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
|
b.
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
Date: March 8, 2013
|
||
By:
|
/s/ Daniel R. Sink
|
|
Daniel R. Sink
|
||
Chief Financial Officer
|
1.
|
The Annual Report on Form 10-K of the Company for the year ended December 31, 2012 (the “Report”) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m); and
|
2.
|
The information in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
Date: March 8, 2013
|
By:
|
/s/ John A. Kite
|
John A. Kite
|
||
Chairman and Chief Executive Officer
|
By:
|
/s/ Daniel R. Sink
|
|
Daniel R. Sink
|
||
Chief Financial Officer
|