(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, 2014
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o
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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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x
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Accelerated filer
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o
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Non-accelerated filer
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o
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Smaller reporting company
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o
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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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3
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1A.
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10
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1B.
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28
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2.
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29
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3.
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42
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4.
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42
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Part II
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5.
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43
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6.
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46
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7.
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47
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7A.
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71
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8.
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71
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9.
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71
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9A.
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71
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9B.
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74
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Part III
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10.
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74
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11.
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74
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12.
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74
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13.
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74
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14.
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74
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Part IV
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15.
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75
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Signatures
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76
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·
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national and local economic, business, real estate and other market conditions, particularly in light of low growth in the U.S. economy as well as uncertainty added to the economic forecast due to the sharp drop in oil and energy prices in late 2014;
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·
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financing risks, including the availability of and costs associated with sources of liquidity;
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our ability to refinance, or extend the maturity dates of, our indebtedness;
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the level and volatility of interest rates;
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the financial stability of tenants, including their ability to pay rent and the risk of tenant bankruptcies;
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the competitive environment in which we operate;
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acquisition, disposition, development and joint venture risks;
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property ownership and management risks;
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our ability to maintain our status as a real estate investment trust (“REIT”) for federal income tax purposes;
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potential environmental and other liabilities;
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impairment in the value of real estate property we own;
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risks related to the geographical concentration of our properties in Florida, Indiana, and Texas;
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insurance costs and coverage;
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other factors affecting the real estate industry generally; and
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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.
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Improving our operating cash flow and funds available for distribution, enabling us to increase our dividend by 13% over the last twelve months;
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Delevering the balance sheet significantly by reducing our ratio of net debt to EBITDA to approximately 6.5 times as of December 31, 2014;
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Achieving investment grade credit ratings of Baa3 from Moody’s Investors Service and BBB- from Standard and Poor’s Ratings Services, both with a stable outlook;
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Enhancing our capital flexibility by expanding our unencumbered property pool;
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Growing adjusted funds from operations (AFFO) per share by 19% from the prior year; and
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Utilizing our scalable operating platform and our existing tenant relationships to continue to drive leasing and asset management results.
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Same Property Net Operating Income increased 4.7% for 2014 compared to 2013
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We entered into new and renewal leases for approximately 1.1 million square feet of retail space in 2014
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Our retail recovery ratio reached at an all-time high of 89.6% in the fourth quarter of 2014 due to enhanced expense control
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Our portfolio annual base rent per square foot as of December 31, 2014, improved to $15.15, a 15% increase from the end of the prior year
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Parkside Town Commons
near Raleigh, North Carolina
–
We substantially completed construction on Phase I of this 570,000 square foot development. Phase I of this project is 90% leased and is anchored by Harris Teeter, Petco and a non-owned Target. Phase II of this project is 68% leased. Field & Stream and Golf Galaxy opened in September 2014 and will be joined by Frank Theatres in the first half of 2015.
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Delray Marketplace
in Delray Beach, Florida
–
We substantially completed construction on this 260,000 square foot development in the first quarter of 2014 and transitioned the project to the operating portfolio. This center is anchored by Publix, Frank Theatres, Burt & Max’s Grille, Carl’s Patio, Charming Charlie, Chico’s, White House | Black Market, Ann Taylor Loft, and Jos. A. Bank.
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Holly Springs Towne Center – Phase II
near Raleigh, North Carolina – We commenced construction on Phase II of this 154,000 square foot development in the third quarter of 2014. This phase will be anchored by Carmike Theatres, DSW and Bed Bath & Beyond.
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Tamiami Crossing
in Naples, Florida
–
We commenced site work on this 140,000 square foot development in the fourth quarter of 2014. This center will be anchored by Stein Mart and a planned five additional junior anchors.
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King’s Lake Square
in Naples, Florida – We substantially completed construction on this redevelopment and transitioned this project to the operating portfolio in the second quarter of 2014. This center is anchored by a newly rebuilt Publix Supermarkets which opened in April of 2014.
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Bolton Plaza
in Jacksonville, Florida
–
We substantially completed construction on this 156,000 square foot redevelopment project and transitioned this project to the operating portfolio in the third quarter of 2014. The center is anchored by Academy Sports and Outdoors, LA Fitness, and Panera Bread.
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Rampart Commons
– In December 2014, we acquired this 81,300 square foot shopping center in the Summerlin area of Las Vegas, Nevada, for a purchase price of $32.3 million. In connection with the acquisition, we assumed a $12.4 million fixed rate mortgage. Anchor tenants for this center include Williams Sonoma, Pottery Barn, Ann Taylor, Chico’s, Francesca’s Collection, and Banana Republic.
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On July 1, 2014, in conjunction with the Merger, we amended the terms of our unsecured revolving credit facility (the “amended facility”) and increased the total borrowing capacity from $200 million to $500 million. The amended terms also include an extension of the maturity date to July 1, 2018, which may be further extended at our option for up to two additional periods of six months, subject to certain conditions, and a reduction in the interest rate to LIBOR plus 140 to 200 basis points, depending on our leverage, from LIBOR plus 165 to 250 basis points. The amended facility has a fee ranging from 15 to 25 basis points on unused borrowings. We may increase our borrowings under the amended facility to $750 million, subject to certain conditions, including obtaining commitments from any one or more lenders, whether or not currently party to the amended facility, to provide such increased amounts.
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On July 1, 2014, we also amended the terms of our $230 million Term Loan (the “amended Term Loan”). The amended Term Loan has a maturity date of July 1, 2019, which may be extended for an additional six months at the Company’s option subject to certain conditions. The interest rate applicable to the amended Term Loan was reduced to LIBOR plus 135 to 190 basis points, depending on the Company’s leverage, a decrease of between 10 and 55 basis points across the leverage grid. The amended Term Loan also provides for an increase in total borrowing of up to an additional $170 million ($400 million in total), subject to certain conditions, including obtaining commitments from any one or more lenders.
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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
,
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 selectively
acquire additional retail properties, redevelop or renovate our existing properties, and develop shopping centers on land parcels that we currently own or newly acquired land 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 the public equity and debt market, our existing revolving credit facility, new secured debt, internally generated funds, and proceeds from selling land and properties that no longer fit our strategy, and potential strategic joint ventures. We continuously monitor the capital markets and may consider raising additional capital when appropriate.
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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 cost recovery;
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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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selectively pursuing the acquisition of retail operating properties, portfolios and companies in markets with strong demographics;
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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, right sizing anchor space while increasing rental rates, or re-leasing to existing tenants at increased rental rates; and
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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 rent growth potential in targeted markets.
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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 maintaining sufficient capacity 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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raising additional capital through the issuance of common shares, preferred shares or other securities;
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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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expanding our unencumbered asset pool;
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entering into construction loans prior to commencement of vertical construction to fund our larger developments and redevelopments;
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managing our exposure to interest rate increases on our variable-rate debt through the use of fixed rate hedging transactions, issuing unsecured bonds in the public markets, and securing property specific long-term nonrecourse financing; and
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entering into 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: Florida, where 26% of our owned square footage and 25% of our total annualized base rent is located; Indiana, where 16% of our owned square footage and 15% of our total annualized base rent is located; and Texas, where 12% of our owned square footage and 11% 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 health, safety, 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 customer 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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difficulty obtaining financing on acceptable terms or paying operating expenses and debt service costs associated with redevelopment properties prior to sufficient occupancy;
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the failure to meet anticipated occupancy or rent levels within the projected time frame, if at all;
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inability to operate successfully in new markets where new properties are located;
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inability to successfully integrate new properties into existing operations;
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exposure to fluctuations in the general economy due to the significant time lag between commencement and completion of redevelopment projects;
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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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Year
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Owned GLA
2
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Leased
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Major
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|||||||||
Property
1
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MSA
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Built/
Renovated
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Total
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Anchors
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Shops
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Total
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Anchors
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Shops
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ABR
per SqFt
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Major Owned Tenants
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Non-owned Tenants
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Alabama
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Clay Marketplace
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Birmingham
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1966/2003
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66,165
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44,840
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21,325
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93.1%
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100.0%
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78.7%
|
$ |
12.50
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Publix
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Eastside Junction**
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Athens
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2008
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79,700
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45,600
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34,100
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91.0%
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100.0%
|
79.0%
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12.02
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Publix
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Prattville Town Center**
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Prattville
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2007
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168,842
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112,042
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56,800
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98.9%
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100.0%
|
96.8%
|
14.61
|
Books A Million, Office Depot, PetSmart, Ross Dress for Less,
TJ Maxx
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Target, Home Depot
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|
Trussville Promenade
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Birmingham
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1999
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446,484
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354,010
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92,474
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95.7%
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100.0%
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79.4%
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9.26
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Wal-Mart, Regal Cinemas, Marshalls, Big Lots, PetSmart, Dollar Tree
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Kohl's, Sam's Club
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|
Arizona
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||||||||||||
The Corner
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Tucson
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2008
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79,902
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55,883
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24,019
|
100.0%
|
100.0%
|
100.0%
|
28.05
|
Nordstrom Rack, Total Wine & More
|
Home Depot
|
|
Arkansas
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||||||||||||
Fairgrounds Crossing**
|
Hot Springs
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2011
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151,927
|
126,613
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25,314
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98.7%
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100.0%
|
91.9%
|
12.85
|
Bed Bath & Beyond, Best Buy, Dick's Sporting Goods, Michaels, PetSmart
|
Sam’s Club
|
|
Connecticut
|
||||||||||||
Crossing at Killingly Commons
|
Worcester
MA-CT
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2010
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208,929
|
148,250
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60,679
|
97.0%
|
100.0%
|
89.5%
|
16.00
|
Bed Bath & Beyond, Lowe's Home Improvement, Michaels, Petco, Staples, Stop
& Shop Supermarket, TJ Maxx
|
Target
|
|
Florida
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||||||||||||
12th Street Plaza
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Vero Beach
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1978/2003
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138,268
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121,376
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16,892
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99.0%
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100.0%
|
91.7%
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9.82
|
Publix, Stein Mart, Tuesday Morning, Sunshine Furniture, Planet Fitness
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||
Bayport Commons
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Tampa
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2008
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97,193
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71,540
|
25,653
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91.6%
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100.0%
|
68.1%
|
16.08
|
Gander Mountain, PetSmart, Michaels
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Target
|
|
Bolton Plaza
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Jacksonville
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1986/2014
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155,705
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114,195
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41,510
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87.5%
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100.0%
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53.0%
|
9.12
|
LA Fitness, Academy Sports
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||
Burnt Store Promenade
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Punta Gorda
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1989
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94,223
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42,112
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52,111
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74.9%
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100.0%
|
54.6%
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9.04
|
Publix
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Home Depot
|
|
Centre Point Commons
|
Bradenton
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2007
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119,275
|
93,574
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25,701
|
100.0%
|
100.0%
|
100.0%
|
16.88
|
Best Buy, Dick's Sporting
Goods, Office Depot
|
Lowe’s Home Improvement
|
|
Cobblestone Plaza
|
Ft Lauderdale
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2011
|
133,213
|
68,169
|
65,044
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99.2%
|
100.0%
|
98.3%
|
25.79
|
Whole Foods, Party City, All Pets Emporium
|
||
Colonial Square
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Fort Myers
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2010
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182,354
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146,283
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36,071
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92.2%
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100.0%
|
60.6%
|
15.06
|
Around the Clock Fitness,
Dollar Tree, Hobby Lobby, PetSmart, Sports Authority
|
Kohl’s
|
|
Cove Center
|
Stuart
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1984/2008
|
155,053
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130,915
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24,138
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96.2%
|
100.0%
|
75.5%
|
9.12
|
Publix, Bealls, Ace Hardware
|
||
Delray Marketplace
|
Delray
|
2013
|
260,255
|
118,136
|
142,119
|
90.4%
|
100.0%
|
82.4%
|
24.08
|
Frank Theatres, Publix, Jos. A. Bank, Carl’s Patio, Chico’s, Charming Charlie, Ann Taylor
|
||
Estero Town Commons
|
Naples
|
2006
|
2006
|
-
|
25,631
|
46.8%
|
0.0%
|
46.8%
|
18.67
|
Lowe's Home Improvement
|
||
Hunter's Creek Promenade
|
Orlando
|
1994
|
119,729
|
55,999
|
63,730
|
98.4%
|
100.0%
|
97.0%
|
13.35
|
Publix
|
||
Indian River Square
|
Vero Beach
|
1997/2004
|
142,706
|
109,000
|
33,706
|
95.9%
|
100.0%
|
82.8%
|
10.88
|
Bealls, Office Depot, Dollar Tree
|
Target
|
|
International Speedway Square
|
Daytona
|
1999/2013
|
233,495
|
203,457
|
30,038
|
99.5%
|
100.0%
|
96.0%
|
10.97
|
Bed Bath & Beyond, Stein Mart, Old Navy, Staples, Michaels, Dick’s Sporting Goods, Total Wine & More, Shoe Carnival
|
||
King's Lake Square
|
Naples
|
1986/2014
|
87,073
|
55,610
|
31,463
|
88.8%
|
100.0%
|
69.1%
|
17.34
|
Publix, Royal Fitness
|
||
Lake City Commons
|
Lake City
|
2008
|
66,510
|
45,600
|
20,910
|
90.7%
|
100.0%
|
70.4%
|
13.60
|
Publix
|
||
Lake City Commons - Phase II
|
Lake City
|
2011
|
16,291
|
12,131
|
4,160
|
100.0%
|
100.0%
|
100.0%
|
14.86
|
PetSmart
|
||
Lake Mary Plaza
|
Orlando
|
2009
|
21,370
|
14,880
|
6,490
|
91.4%
|
100.0%
|
71.6%
|
37.82
|
Walgreens
|
||
Lakewood Promenade
|
Jacksonville
|
1948/1998
|
196,820
|
77,840
|
118,980
|
86.3%
|
100.0%
|
77.3%
|
11.43
|
Stein Mart, Winn Dixie
|
||
Lithia Crossing
|
Tampa
|
2003/2013
|
90,499
|
53,547
|
36,952
|
91.2%
|
100.0%
|
78.6%
|
14.14
|
Stein Mart, The Fresh Market
|
||
Miramar Square
|
Fort Lauderdale
|
2008
|
238,334
|
137,505
|
100,829
|
84.9%
|
85.5%
|
84.2%
|
18.30
|
Kohl's, Miami Children's
Hospital, Dollar General
|
||
Northdale Promenade
|
Tampa
|
1985/2002
|
175,925
|
118,269
|
57,656
|
93.6%
|
100.0%
|
80.5%
|
11.51
|
TJ Maxx, Bealls, Crunch Fitness
|
Winn Dixie
|
|
Palm Coast Landing
|
Palm Coast
|
2010
|
168,297
|
106,292
|
62,005
|
94.3%
|
94.9%
|
93.5%
|
18.20
|
Michaels, PetSmart, Ross Dress for Less, TJ Maxx, Ulta Salon
|
Target
|
|
Pine Ridge Crossing
|
Naples
|
1993
|
105,867
|
66,351
|
39,516
|
98.0%
|
100.0%
|
94.5%
|
16.30
|
Publix, Party City
|
Bealls, Target
|
Year
|
Owned GLA
2
|
Leased |
Major
|
|||||||||
Property
1
|
MSA
|
Built/
Renovated
|
Total
|
Anchors
|
Shops
|
Total
|
Anchors
|
Shops
|
ABR
per Sq. ft.
|
Major Owned Tenants
|
Non-owned Tenants
|
|
Pleasant Hill Commons
|
Orlando
|
2008
|
70,642
|
45,600
|
25,042
|
95.2%
|
100.0%
|
86.4%
|
$ |
14.22
|
Publix
|
|
Publix at St. Cloud
|
St. Cloud
|
2003
|
78,820
|
54,379
|
24,441
|
92.7%
|
100.0%
|
76.5%
|
12.42
|
Publix
|
||
Riverchase Plaza
|
Naples
|
1991/2001
|
78,291
|
48,890
|
29,401
|
98.5%
|
100.0%
|
95.9%
|
15.29
|
Publix
|
||
Saxon Crossing
|
Orange City
|
2009
|
119,894
|
95,304
|
24,590
|
100.0%
|
100.0%
|
100.0%
|
14.71
|
Hobby Lobby, LA Fitness
|
Lowe's Home Improvement
|
|
Shops at Eagle Creek
|
Naples
|
1983/2013
|
70,755
|
50,187
|
20,568
|
91.4%
|
100.0%
|
70.4%
|
14.99
|
Staples, The Fresh Market
|
Lowe's Home Improvement
|
|
Shops of Eastwood
|
Orlando
|
1997
|
69,037
|
51,512
|
17,525
|
98.1%
|
100.0%
|
92.6%
|
12.74
|
Publix
|
||
Shops at Julington Creek
|
Jacksonville
|
2011
|
40,207
|
21,038
|
19,169
|
96.4%
|
100.0%
|
92.5%
|
18.27
|
The Fresh Market
|
||
Tarpon Bay Plaza
|
Naples
|
2007
|
82,547
|
60,151
|
22,396
|
90.8%
|
100.0%
|
66.1%
|
21.60
|
World Market, Staples
|
Target
|
|
Temple Terrace
|
Temple Terrace
|
2012
|
90,377
|
58,798
|
31,579
|
100.0%
|
100.0%
|
100.0%
|
10.41
|
Sweetbay, United Parcel Service
|
||
The Landings at Tradition
|
Port St Lucie
|
2007
|
359,758
|
272,944
|
86,814
|
90.4%
|
100.0%
|
60.1%
|
15.19
|
Babies “R” Us, Bed Bath & Beyond, LA Fitness, Michaels, Office Max, Old Navy, PetSmart, Pier 1, Sports Authority, TJ Maxx, Ulta Salon
|
Target
|
|
Tradition Village Square
|
Port St Lucie
|
2006
|
93,210
|
45,600
|
47,610
|
85.9%
|
100.0%
|
72.3%
|
16.08
|
Publix
|
||
Village Walk
|
Fort Myers
|
2009
|
78,533
|
54,340
|
24,193
|
90.0%
|
100.0%
|
67.5%
|
15.88
|
Publix
|
||
Waterford Lakes Village
|
Orlando
|
1997
|
77,948
|
51,703
|
26,245
|
96.7%
|
100.0%
|
90.1%
|
12.39
|
Winn-Dixie
|
||
Georgia
|
||||||||||||
Beechwood Promenade
|
Athens
|
1961/2009
|
342,217
|
247,011
|
95,206
|
94.2%
|
100.0%
|
79.0%
|
11.42
|
TJ Maxx, Georgia Theatre, CVS, BodyPlex, Stein Mart, Tuesday Morning, The Fresh Market, Jos A.
Bank, Ann Taylor, Talbots, USPS, Buffalos
|
||
Mullins Crossing
|
Evans
|
2005
|
251,712
|
205,716
|
45,996
|
100.0%
|
100.0%
|
100.0%
|
11.94
|
Babies “R” Us, Kohl’s, La-Z Boy, Marshalls, Office Max, Ross
Dress for Less, Petco
|
Target
|
|
Publix at Acworth
|
Atlanta
|
1996
|
69,628
|
37,888
|
31,740
|
96.6%
|
100.0%
|
92.4%
|
11.94
|
Publix
|
||
The Centre at Panola
|
Atlanta
|
2001
|
73,079
|
51,674
|
21,405
|
100.0%
|
100.0%
|
100.0%
|
12.21
|
Publix
|
||
Illinois
|
||||||||||||
Fox Lake Crossing
|
Chicago
|
2002
|
99,072
|
65,977
|
33,095
|
90.0%
|
100.0%
|
69.9%
|
13.50
|
Dominick's Finer Foods, Dollar Tree
|
||
Naperville Marketplace
|
Chicago
|
2008
|
83,793
|
61,683
|
22,110
|
100.0%
|
100.0%
|
100.0%
|
13.42
|
TJ Maxx, PetSmart
|
Caputo's
|
|
South Elgin Commons
|
Chicago
|
2011
|
128,000
|
128,000
|
-
|
100.0%
|
100.0%
|
0.0%
|
14.50
|
LA Fitness, Ross Dress for Less, Toy “R” Us
|
Target
|
|
Indiana
|
||||||||||||
54th & College
2
|
Indianapolis
|
2008
|
-
|
-
|
-
|
0.0%
|
0.0%
|
0.0%
|
-
|
The Fresh Market (ground lease)
|
||
Beacon Hill
|
Crown Point
|
2006
|
57,191
|
11,043
|
46,148
|
84.0%
|
100.0%
|
80.1%
|
15.09
|
Anytime Fitness
|
Strack & Van Til, Walgreens
|
|
Bell Oaks Center
|
Newburgh
|
2008
|
94,811
|
74,122
|
20,689
|
98.5%
|
100.0%
|
93.0%
|
11.61
|
Archie & Clyde's Restaurant, Schnuck’s Markets
|
||
Boulevard Crossing
|
Kokomo
|
2004
|
124,631
|
74,440
|
50,191
|
95.4%
|
100.0%
|
88.6%
|
14.24
|
Petco, TJ Maxx, Ulta Salon, Shoe Carnival
|
Kohl's
|
|
Bridgewater Marketplace
|
Indianapolis
|
2008
|
25,975
|
-
|
25,975
|
68.2%
|
0.0%
|
68.2%
|
17.68
|
Walgreens
|
||
Castleton Crossing
|
Indianapolis
|
1975/2012
|
277,812
|
247,710
|
30,102
|
100.0%
|
100.0%
|
100.0%
|
10.75
|
K&G Menswear, Value City, TJ Maxx/Home Goods, Shoe Carnival, Dollar Tree, Burlington Coat Factory
|
||
Cool Creek Commons
|
Indianapolis
|
2005
|
124,646
|
53,600
|
71,046
|
95.6%
|
100.0%
|
92.2%
|
17.22
|
The Fresh Market, Stein Mart
|
||
Depauw University Bookstore and Café
|
Greencastle
|
2012
|
11,974
|
-
|
11,974
|
100.0%
|
0.0%
|
100.0%
|
8.36
|
Folletts, Starbucks
|
||
Eddy Street Commons
|
South Bend
|
2009
|
88,093
|
20,154
|
67,939
|
92.7%
|
100.0%
|
90.6%
|
23.28
|
Hammes Bookstore, Urban Outfitters
|
||
Fishers Station
|
Indianapolis
|
1989/2009
|
116,943
|
72,212
|
44,731
|
96.6%
|
100.0%
|
91.2%
|
11.75
|
Marsh Supermarkets, Goodwill, Dollar Tree
|
||
Geist Pavilion
|
Indianapolis
|
2006
|
64,102
|
29,700
|
34,402
|
95.9%
|
100.0%
|
92.3%
|
16.25
|
Goodwill, Ace Hardware
|
||
Glendale Town Center
|
Indianapolis
|
1958/2008
|
393,002
|
329,546
|
63,456
|
98.8%
|
100.0%
|
92.7%
|
6.99
|
Macy’s, Landmark Theaters,
Staples, Indianapolis Library,
Nexus Academy of Indianapolis
|
Lowe's Home Improvement, Target, Walgreens
|
Year
|
Owned GLA
2
|
Leased |
Major
|
|||||||||||
Property
1
|
MSA
|
Built/
Renovated
|
Total
|
Anchors
|
Shops
|
Total
|
Anchors
|
Shops
|
ABR
per Sqft
|
Major Owned Tenants
|
Non-owned Tenants
|
|||
Greyhound Commons
2
|
Indianapolis
|
2005
|
-
|
-
|
-
|
0.0%
|
0.0%
|
0.0%
|
$ |
-
|
Lowe's Home Improvement Center
|
|||
Lima Marketplace
|
Fort Wayne
|
2008
|
93,135
|
71,521
|
21,614
|
98.5%
|
100.0%
|
93.5%
|
13.97
|
Aldi, Dollar Tree, Office Depot, PetSmart
|
Wal-mart
|
|||
Rangeline Crossing
|
Indianapolis
|
1986/2013
|
99,311
|
47,962
|
51,349
|
91.8%
|
100.0%
|
84.1%
|
21.57
|
Earth Fare, Walgreens
|
||||
Rivers Edge
|
Indianapolis
|
2011
|
149,209
|
117,890
|
31,319
|
100.0%
|
100.0%
|
100.0%
|
19.68
|
Buy Buy Baby, Nordstrom Rack, The Container Store, Arhaus Furniture, Bicycle Garage of Indy
|
||||
Stoney Creek Commons
|
Indianapolis
|
2000/2013
|
84,330
|
84,330
|
-
|
100.0%
|
100.0%
|
0.0%
|
12.39
|
HH Gregg, Goodwill,
LA Fitness
|
Lowe's Home Improvement
|
|||
The Corner
|
Indianapolis
|
1984/2013
|
42,494
|
12,200
|
30,294
|
65.1%
|
0.0%
|
91.3%
|
18.71
|
|||||
Traders Point
|
Indianapolis
|
2005
|
279,684
|
238,721
|
40,963
|
97.5%
|
100.0%
|
82.7%
|
14.59
|
Dick's Sporting Goods, AMC Theatres, Marsh Supermarkets, Bed, Bath & Beyond, Michaels, Old Navy, PetSmart, Books-A-Million
|
||||
Traders Point II
|
Indianapolis
|
2005
|
46,099
|
-
|
46,099
|
88.7%
|
0.0%
|
88.7%
|
25.33
|
|||||
Whitehall Pike
|
Bloomington
|
1999
|
128,997
|
128,997
|
-
|
100.0%
|
100.0%
|
0.0%
|
7.86
|
Lowe's Home Improvement Center
|
||||
Louisiana
|
||||||||||||||
Regal Court**
|
Shreveport
|
2008
|
151,719
|
89,649
|
62,070
|
79.5%
|
77.7%
|
82.1%
|
19.77
|
Dick's Sporting Goods, DSW,
Ulta Salon, JC Penney, Kohl’s
|
||||
Missouri
|
||||||||||||||
Shops at Hawk Ridge**
|
Lake St Louis
|
2008
|
75,951
|
66,081
|
9,870
|
100.0%
|
100.0%
|
100.0%
|
12.15
|
Sports Authority, TJ Maxx
|
Lowe's Home Improvement, Wal-Mart
|
|||
Nebraska
|
||||||||||||||
Whispering Ridge**
|
Omaha
|
2008
|
69,676
|
69,676
|
-
|
100.0%
|
100.0%
|
0.0%
|
14.24
|
PetSmart, Sports Authority
|
||||
Nevada
|
||||||||||||||
Cannery Corner
|
Las Vegas
|
2008
|
30,745
|
-
|
30,745
|
88.3%
|
0.0%
|
88.3%
|
34.38
|
|||||
Centennial Center
|
Las Vegas
|
2002
|
334,705
|
158,335
|
176,370
|
92.5%
|
100.0%
|
85.7%
|
22.58
|
Big Lots, Famous Footwear, Michaels, Office Max, Party City, Petco, Rhapsodielle, Ross Dress for Less, Home Depot, Sam's Club, Wal-Mart
|
||||
Centennial Gateway
|
Las Vegas
|
2005
|
192,999
|
139,861
|
53,138
|
96.7%
|
100.0%
|
88.2%
|
23.59
|
24 Hour Fitness, Fresh & Easy Neighborhood Market, Sportsman's Warehouse, Walgreens
|
||||
Eastern Beltway Center
|
Las Vegas
|
1998/2006
|
162,444
|
83,982
|
78,462
|
97.4%
|
100.0%
|
94.6%
|
23.05
|
Home Consignment Center, Office Max, Petco, Ross Dress for Less, Sam's Club, Wal-mart
|
Home Depot
|
|||
Eastgate
|
Las Vegas
|
2002
|
96,589
|
53,030
|
43,559
|
88.5%
|
100.0%
|
74.4%
|
21.71
|
99 Cent Only Store, Office Depot, Party City
|
Wal-mart
|
|||
Lowe's Plaza
|
Las Vegas
|
2007
|
30,208
|
-
|
30,208
|
44.4%
|
0.0%
|
44.4%
|
30.48
|
Sam’s Club, Lowe’s Home Improvement
|
||||
Rampart Commons
|
Las Vegas
|
2002
|
81,292
|
29,265
|
52,027
|
100.0%
|
100.0%
|
100.0%
|
26.79
|
Ann Taylor, Chico’s, Francesca’s Collection, Banana Republic, Pottery Barn, Williams Sonoma
|
||||
New Hampshire
|
||||||||||||||
Merrimack Village Center
|
Merrimack
|
2007
|
78,892
|
54,000
|
24,892
|
100.0%
|
100.0%
|
100.0%
|
12.29
|
Supervalu
|
||||
New Jersey
|
||||||||||||||
Bayonne Crossing
|
Bayonne
|
2011
|
106,383
|
52,219
|
54,164
|
95.8%
|
100.0%
|
91.8%
|
28.25
|
Michaels, New York Sports Club, Lowe's Home Improvement, Wal-mart
|
||||
New York
|
||||||||||||||
City Center at White Plains
|
White Plains
|
2004
|
365,905
|
329,360
|
36,545
|
96.0%
|
100.0%
|
60.3%
|
26.01
|
Barnes & Noble, National Amusement, New York Sports Club, Nordstrom Rack, Shop Rite, Toys “R” Us/Babies “R” Us
|
Target
|
|||
North Carolina
|
||||||||||||||
Holly Springs Towne Center
|
Holly Springs
|
2013
|
207,631
|
109,233
|
98,398
|
92.3%
|
100.0%
|
83.7%
|
15.93
|
Dick's Sporting Goods, Marshalls, Petco, Ulta Salon
|
Target
|
|||
Memorial Commons
|
Goldsboro
|
2008
|
111,271
|
73,876
|
37,395
|
91.0%
|
100.0%
|
73.1%
|
12.00
|
Harris Teeter, Office Depot
|
Year
|
Owned GLA
2
|
Leased |
Major
|
|||||||||
Property
1
|
MSA
|
Built/
Renovated
|
Total
|
Anchors
|
Shops
|
Total
|
Anchors
|
Shops
|
ABR
per Sqft
|
Major Owned Tenants
|
Non-owned Tenants
|
|
Northcrest Shopping Center
|
Charlotte
|
2008
|
133,674
|
76,053
|
57,621
|
95.7%
|
100.0%
|
89.9%
|
$ |
21.40
|
David's Bridal, Dollar Tree, Old Navy, REI, Shoe Carnival
|
Target
|
Oleander Place
|
Wilmington
|
2012
|
45,530
|
30,144
|
15,386
|
100.0%
|
100.0%
|
100.0%
|
16.06
|
Whole Foods
|
||
Perimeter Woods
|
Charlotte
|
2008
|
126,143
|
105,262
|
20,881
|
99.2%
|
100.0%
|
95.2%
|
20.60
|
Best Buy, Off Broadway Shoes, Office Max, PetSmart, Lowe's Home Improvement
|
||
Toringdon Market
|
Charlotte
|
2004
|
60,539
|
26,072
|
34,467
|
100.0%
|
100.0%
|
100.0%
|
19.63
|
Earth Fare
|
||
Walgreens Plaza**
|
Jacksonville
|
2010
|
42,219
|
27,779
|
14,440
|
91.1%
|
100.0%
|
74.0%
|
22.11
|
L-3 Communications, Walgreens
|
||
Ohio
|
||||||||||||
Eastgate Pavilion
|
Cincinnati
|
1995
|
236,230
|
231,730
|
4,500
|
100.0%
|
100.0%
|
100.0%
|
8.73
|
Best Buy, Dick's Sporting Goods, Value City Furniture, PetSmart, DSW, Bed Bath & Beyond
|
||
Oklahoma
|
||||||||||||
Shops at Moore
|
Moore
|
2010
|
259,692
|
187,916
|
71,776
|
99.5%
|
100.0%
|
98.3%
|
12.03
|
Bed Bath and Beyond, Best Buy, Dustee's Fashion Accessories, Hobby Lobby, Office Depot, PetSmart, Ross Dress for Less
|
JC Penney
|
|
Silver Springs Pointe
|
Oklahoma City
|
2001
|
48,444
|
20,515
|
27,929
|
73.0%
|
100.0%
|
53.1%
|
15.02
|
Kohl’s, Office Depot
|
Walmart,
Sam’s Club, Home Depot
|
|
University Town Center
|
Norman
|
2009
|
158,516
|
77,097
|
81,419
|
95.6%
|
100.0%
|
91.5%
|
17.43
|
Office Depot, Petco, TJ Maxx, Ulta Salon
|
Target
|
|
University Town Center Phase II
|
Norman
|
2012
|
190,494
|
133,546
|
56,948
|
95.4%
|
100.0%
|
84.5%
|
12.07
|
Academy Sports, DSW, Home Goods, Michaels, Kohl’s
|
||
Oregon
|
||||||||||||
Cornelius Gateway
|
Portland
|
2006
|
21,326
|
-
|
21,326
|
70.8%
|
0.0%
|
70.8%
|
21.10
|
Fedex/Kinkos
|
Fred Meyer
|
|
Shops at Otty
|
Portland
|
2004
|
9,845
|
-
|
9,845
|
84.7%
|
0.0%
|
84.7%
|
28.19
|
Wal-Mart
|
||
South Carolina
|
||||||||||||
Hitchcock Plaza
|
Aiken
|
2006
|
252,370
|
214,480
|
37,890
|
100.0%
|
100.0%
|
100.0%
|
9.29
|
Academy Sports, Achieve Fitness, Bed Bath and Beyond, Farmers Home Furniture, Old Navy, Ross Dress for Less, TJ Maxx
|
||
Shoppes at Plaza Green
|
Greenville
|
2000
|
196,307
|
172,136
|
24,171
|
94.0%
|
94.1%
|
93.8%
|
12.67
|
Bed Bath & Beyond, Christmas Tree Shops, Sears, Party City, Shoe Carnival, AC Moore, Old Navy
|
||
Publix at Woodruff
|
Greenville
|
1997
|
68,055
|
47,955
|
20,100
|
97.4%
|
100.0%
|
91.0%
|
10.40
|
Publix
|
||
Tennessee
|
||||||||||||
Cool Springs Market
|
Nashville
|
1995
|
223,912
|
165,712
|
58,200
|
86.8%
|
87.9%
|
83.7%
|
14.95
|
Jo-Ann Fabric, Dicks Sporting Goods, Staples, Marshalls
|
Kroger
|
|
Hamilton Crossing –
Phases II & III
|
Alcoa
|
2008
|
175,464
|
135,737
|
39,727
|
100.0%
|
100.0%
|
100.0%
|
14.63
|
Dicks Sporting Goods, Michaels, Old Navy, PetSmart, Ross Dress for Less
|
||
Texas
|
||||||||||||
Burlington Coat Factory
|
San Antonio
|
1992/2000
|
107,400
|
107,400
|
-
|
100.0%
|
100.0%
|
0.0%
|
5.00
|
Burlington Coat Factory
|
||
Kingwood Commons
|
Houston
|
1999
|
164,366
|
74,836
|
89,530
|
99.7%
|
100.0%
|
99.4%
|
18.82
|
Randall's Food and Drug, Petco, Chico's, Talbots, Ann Taylor, Jos. A. Bank
|
||
Market Street Village
|
Dallas
|
1970/2011
|
156,625
|
136,746
|
19,879
|
100.0%
|
100.0%
|
100.0%
|
11.61
|
Jo-Ann Fabric, Ross Dress for
Less, Office Depot, Buy Buy Baby
|
||
Plaza at Cedar Hill
|
Dallas
|
2000/2010
|
303,458
|
244,065
|
59,393
|
99.2%
|
100.0%
|
95.7%
|
12.52
|
Hobby Lobby, Office Max, Ross
Dress for Less, Marshalls, Sprouts Farmers Market, Toys “R” Us/Babies “R” Us, DSW
|
||
Plaza Volente
|
Austin
|
2004
|
156,333
|
105,000
|
51,333
|
94.2%
|
100.0%
|
82.4%
|
16.75
|
H-E-B Grocery
|
||
Portofino Shopping Center
|
Houston
|
1999/2010
|
371,990
|
211,858
|
160,132
|
86.6%
|
89.4%
|
83.0%
|
17.27
|
DSW, Michaels, Sports Authority, Lifeway Christian Store, Stein
Mart, PetSmart, Old Navy
|
Sam’s Club
|
|
Sunland Towne Centre
|
El Paso
|
1996/2014
|
306,437
|
265,037
|
41,400
|
98.9%
|
100.0%
|
91.7%
|
11.36
|
PetSmart, Ross Dress for Less, Kmart, Bed Bath & Beyond, Specs Fine Wines, Sprouts Farmers Market
|
Year
|
Owned GLA
2
|
Leased | Major | |||||||||||
Property
1
|
MSA
|
Built/
Renovated
|
Total
|
Anchors
|
Shops
|
Total
|
Anchors
|
Shops
|
ABR
per Sqft
|
Major Owned Tenants
|
Non-owned Tenants | |||
Waxahachie Crossing
|
Waxahachie
|
2010
|
97,127
|
72,191
|
24,936
|
98.8% | 100.0% | 95.2% | $ |
14.13
|
Best Buy, PetSmart, Ross Dress for Less |
Home Depot,
JC Penney
|
||
Westside Market
|
Dallas
|
2013
|
93,377
|
70,000
|
23,377
|
97.4% | 89.4% |
15.83
|
Randall's Tom Thumb
|
|||||
Wheatland Town Crossing
|
Dallas
|
2012
|
194,727
|
142,302
|
52,425
|
100.0% | 100.0% |
12.89
|
Conn's, Dollar Tree, Office Depot, Party City, PetSmart, Ross Dress for Less, Shoe Carnival
|
Target, Aldi | ||||
Utah
|
||||||||||||||
Draper Crossing
|
Draper
|
2012
|
164,098
|
115,916
|
48,182
|
97.9% | 100.0% | 92.8% |
14.54
|
Dollar Tree, Downeast Home, Smiths, TJ Maxx | ||||
Draper Peaks
|
Draper
|
2012
|
220,594
|
101,464
|
119,130
|
96.6% | 100.0% | 93.7% |
17.93
|
Michaels, Office Depot, Petco, Quilted Bear, Ross Dress for Less
|
Kohl’s | |||
Virginia
|
||||||||||||||
Landstown Commons
|
Virginia Beach
|
2007
|
399,047
|
217,466
|
181,581
|
94.4%
|
100.0%
|
87.7%
|
18.72
|
AC Moore, Bed Bath & Beyond, Best Buy, Books-A-Million,
Office Max, PetSmart, Ross Dress for Less, Shoe Carnival, Walgreens
|
Kohl’s | |||
Washington
|
||||||||||||||
Four Corner Square
|
Seattle
|
1985/2013
|
107,998
|
68,046
|
39,952
|
90.7%
|
100.0%
|
74.8%
|
21.36
|
Walgreens, Grocery Outlet, Johnsons Do-It Center
|
||||
Wisconsin
|
||||||||||||||
Village at Bay Park
|
Green Bay
|
2005
|
82,254
|
23,878
|
58,376
|
88.1%
|
100.0%
|
83.2%
|
14.67
|
DSW, JC Penney
|
||||
Total
|
16,156,995
|
11,089,468
|
5,067,527
|
94.8%
|
99.0%
|
85.7%
|
$ |
15.15
|
____________________
|
|
1
|
All properties are wholly owned, except as indicated. Unless otherwise noted, each property is owned in fee simple by the Company.
|
2
|
Percentage of Owned GLA Leased reflects Owned GLA/NRA leased as of December 31, 2014, except for Greyhound Commons and 54
th
& College.
|
**
|
This property is under a definitive agreement to be sold.
|
MSA
|
Year Built/
Renovated
|
Acquired,
Redeveloped
or Developed
|
Owned
NRA
|
Percentage
Of Owned
NRA
Leased
|
Annualized
Base Rent
1
|
Percentage
of
Annualized
Office
Base Rent
|
Base Rent
Per Leased
Sq. Ft.
|
Major Tenants
|
||||
Office properties
|
||||||||||||
Thirty South Meridian
2
|
Indianapolis
|
1905/2002
|
Redeveloped
|
287,928
|
94.8%
|
$
|
4,918,074
|
80.0%
|
$
|
18.01
|
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
|
|||
Stand-alone office components of retail projects | ||||||||||||
Eddy Street Office (part of Eddy Street Commons)
4
|
South Bend
|
2009
|
Developed
|
81,628
|
100.0%
|
$
|
1,156,546
|
18.8%
|
$
|
14.17
|
University of Notre Dame Offices
|
|
Tradition Village Office (part of Tradition Village Square)
|
Port St. Lucie
|
2006
|
Acquired
|
19,211
|
41.2%
|
74,061
|
1.2%
|
9.36
|
||||
Total
|
388,767
|
93.3%
|
$
|
6,148,681
|
100.0%
|
$
|
16.96
|
____________________
|
|
1
|
Annualized Base Rent represents the monthly contractual rent for December 2014 for each applicable property, multiplied by 12. Excludes tenant reimbursements.
|
2
|
Annualized Base Rent includes $723,216 from the Company and subsidiaries as of December 31, 2014.
|
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.
|
____________________
|
|
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 80,385 square feet for which the Company has signed non-binding letters of intent.
|
6
|
Dollars in thousands.
|
7
|
Dollars in thousands. 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 owned GLA for Parkside Town Commons Phase I includes a 53,000 square foot ground lease with Harris Teeter Supermarket.
|
Under Construction:
|
|||||||||||
Project
|
Company Ownership %
|
MSA
|
Actual/
Projected Opening
Date
1
|
Projected
Total
GLA
3
|
Projected
Owned
GLA
2
|
Percent
of Owned
GLA
Occupied
4
|
Percent
of Owned
GLA
Pre-Leased/
Committed
5
|
Total
Estimated
Project
Cost
7
|
Cost
Incurred
as of Dec. 31, 2014
6
|
Major Tenants and
Non-owned Anchors
|
|
Gainesville Plaza, FL
|
100%
|
Gainesville
|
Q2 2015
|
164,665
|
162,693
|
66.3%
|
81.6%
|
14,300
|
$7,677
|
Burlington Coat Factory, Ross Dress for Less
|
|
Total
|
164,665
|
162,693
|
66.3%
|
81.6%
|
$14,300
|
$7,677
|
|||||
Cost incurred as of December 31, 2014 and included in Investment properties on balance sheet
|
$4,535
|
Pending Commencement of Construction: | |||||||||
Project
|
Company Ownership %
|
MSA
|
Actual/
Projected Opening
Date
1
|
Projected
Total
GLA
3
|
Projected
Owned
GLA
2
|
Total
Estimated
Project
Cost
7
|
Cost
Incurred
as of Dec. 31, 2014
6
|
Major Tenants and
Non-owned Anchors
|
|
Hamilton Crossing Centre, IN
|
100%
|
Indianapolis
|
TBD
|
77,296
|
69,596
|
TBD
|
$149
|
TBD
|
|
Courthouse Shadows, FL
|
100%
|
Naples
|
TBD
|
134,867
|
134,867
|
TBD
|
580
|
TBD
|
|
Total
|
212,163
|
204,463
|
TBD
|
$729
|
|||||
Cost incurred as of December 31, 2014 and included in Investment properties on balance sheet
|
$729
|
Tenant
|
Number of
Stores
|
Total GLA
|
Number of
Leases
|
Company
Owned GLA
1
|
Number of Anchor
Owned Locations
|
Anchor
Owned GLA
2
|
||||||
Target
|
18
|
2,599,993
|
0
|
0
|
18
|
2,599,993
|
||||||
Wal-Mart
|
15
|
1,762,447
|
6
|
203,742
|
9
|
1,558,705
|
||||||
Lowe’s Home Improvement
3
|
15
|
1,627,998
|
5
|
128,997
|
10
|
1,499,001
|
||||||
Publix
|
19
|
913,822
|
19
|
913,822
|
0
|
0
|
||||||
Kohl’s
|
11
|
634,644
|
6
|
184,516
|
5
|
450,128
|
||||||
TJX Companies
4
|
20
|
612,257
|
20
|
612,257
|
0
|
0
|
||||||
Dick's Sporting Goods
|
11
|
525,622
|
11
|
525,622
|
0
|
0
|
||||||
Ross Dress for Less
|
16
|
460,580
|
16
|
460,580
|
0
|
0
|
||||||
PetSmart
|
21
|
434,349
|
21
|
434,349
|
0
|
0
|
||||||
Office Depot/Office Max
5
|
20
|
412,204
|
20
|
412,204
|
0
|
0
|
||||||
Total
|
166
|
9,983,916
|
124
|
3,876,089
|
42
|
6,107,827
|
____________________
|
|
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 four ground leases with Lowe’s Home Improvement for a total of 645,161 square feet, which is included in Anchor Owned GLA.
|
4
|
Includes TJ Maxx, Home Goods and Marshalls, which are owned by the same parent company.
|
5
|
On February 4, 2015, Staples announced it has entered into an agreement to acquire Office Depot. This transaction is subject to customary closing conditions, including regulatory approval.
|
Tenant
|
Number
of
Stores
|
Leased GLA/NRA
2
|
% of Owned
GLA/NRA
of the
Portfolio
|
Annualized
Base Rent
1
|
Annualized
Base Rent
per Sq. Ft.
|
% of Total
Portfolio
Annualized
Base Rent
|
||||||||
Publix
|
19
|
913,822
|
5.6%
|
$
|
8,869,767
|
$
|
9.71
|
3.4%
|
||||||
PetSmart
|
21
|
434,349
|
2.7%
|
6,413,497
|
14.77
|
2.5%
|
||||||||
TJX Companies
4
|
20
|
612,257
|
3.7%
|
5,876,975
|
9.60
|
2.3%
|
||||||||
Dick's Sporting Goods
|
11
|
525,622
|
3.2%
|
5,631,941
|
10.71
|
2.2%
|
||||||||
Office Depot/Office Max
6
|
20
|
412,204
|
2.5%
|
5,348,762
|
12.98
|
2.1%
|
||||||||
Lowe’s Home Improvement
5
|
5
|
128,997
|
0.8%
|
5,039,000
|
6.51
|
1.9%
|
||||||||
Ross Dress for Less
|
16
|
460,580
|
2.8%
|
4,917,367
|
10.68
|
1.9%
|
||||||||
Bed Bath & Beyond
3
|
15
|
408,053
|
2.5%
|
4,335,980
|
10.63
|
1.7%
|
||||||||
Michaels
|
14
|
299,275
|
1.8%
|
3,882,782
|
12.97
|
1.5%
|
||||||||
Wal-Mart
5
|
6
|
203,742
|
1.2%
|
3,655,238
|
3.60
|
1.4%
|
||||||||
LA Fitness
|
5
|
208,209
|
1.3%
|
3,447,473
|
16.56
|
1.3%
|
||||||||
Best Buy
|
7
|
243,429
|
1.5%
|
3,383,090
|
13.90
|
1.3%
|
||||||||
Kohl’s
5
|
6
|
184,516
|
1.1%
|
3,302,074
|
6.37
|
1.3%
|
||||||||
Walgreens
|
6
|
96,852
|
0.6%
|
3,113,766
|
33.84
|
1.2%
|
||||||||
Sports Authority
|
5
|
211,739
|
1.3%
|
2,944,606
|
13.91
|
1.1%
|
||||||||
National Amusements
|
1
|
80,000
|
0.5%
|
2,882,650
|
36.03
|
1.1%
|
||||||||
Toys “R” Us/Babies “R” Us
5
|
5
|
179,316
|
1.1%
|
2,765,780
|
15.42
|
1.1%
|
||||||||
Petco
|
10
|
140,957
|
0.9%
|
2,326,271
|
16.50
|
0.9%
|
||||||||
Nordstrom
|
3
|
103,904
|
0.6%
|
2,043,976
|
19.67
|
0.8%
|
||||||||
New York Sports Club
|
2
|
86,717
|
0.5%
|
1,815,540
|
20.94
|
0.7%
|
||||||||
Burlington Coat Factory
|
3
|
247,400
|
1.5%
|
1,791,800
|
7.24
|
0.7%
|
||||||||
Mattress Firm
|
17
|
69,258
|
0.4%
|
1,755,457
|
25.35
|
0.7%
|
||||||||
Staples
6
|
6
|
116,362
|
0.7%
|
1,747,821
|
15.02
|
0.7%
|
||||||||
Randalls Food & Drugs
|
3
|
133,990
|
0.8%
|
1,732,196
|
12.93
|
0.7%
|
||||||||
Hobby Lobby
|
4
|
221,254
|
1.4%
|
1,692,018
|
7.65
|
0.7%
|
||||||||
TOTAL
|
230
|
6,722,804
|
41.1%
|
$
|
90,715,826
|
$
|
10.60
|
34.9%
|
____________________
|
|
1
|
Annualized base rent represents the monthly contractual rent for the month of December 2014 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
|
Includes Buy Buy Baby, Christmas Tree Shops and Cost Plus, which are owned by the same parent company.
|
4
|
Includes TJ Maxx, Marshalls and HomeGoods.
|
5
|
Annualized base rent and percent of total portfolio includes ground lease rent.
|
6
|
On February 4, 2015, Staples announced it has entered into an agreement to acquire Office Depot. This transaction is subject to customary closing conditions, including regulatory approval.
|
____________________
|
|
1
|
This table includes operating retail properties, operating office properties, and ground lease tenants who commenced paying rent as of December 31, 2014 and excludes four retail properties under redevelopment.
|
2
|
Owned GLA/NRA represents gross leasable area or net leasable area owned by the Company. It also excludes the square footage of Union Station Parking Garage.
|
3
|
Annualized base rent excludes $17,923,979 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
|
||||||||||||
2015
|
232
|
1,070,912
|
6.7%
|
$
|
16,213,136
|
6.7%
|
$
|
15.14
|
$
|
277,296
|
||||||||
2016
|
267
|
1,504,117
|
9.4%
|
20,384,310
|
8.4%
|
13.55
|
159,000
|
|||||||||||
2017
|
293
|
1,817,224
|
11.4%
|
28,793,332
|
11.9%
|
15.84
|
512,556
|
|||||||||||
2018
|
345
|
2,218,200
|
13.9%
|
35,947,219
|
14.8%
|
16.21
|
1,037,875
|
|||||||||||
2019
|
258
|
1,658,871
|
10.4%
|
26,928,164
|
11.1%
|
16.23
|
651,970
|
|||||||||||
2020
|
143
|
1,815,447
|
11.3%
|
21,781,548
|
9.0%
|
12.00
|
1,492,445
|
|||||||||||
2021
|
93
|
862,111
|
5.4%
|
12,550,543
|
5.2%
|
14.56
|
468,525
|
|||||||||||
2022
|
90
|
876,639
|
5.5%
|
14,383,982
|
5.9%
|
16.41
|
1,185,782
|
|||||||||||
2023
|
112
|
979,919
|
6.1%
|
15,624,199
|
6.4%
|
15.94
|
359,523
|
|||||||||||
2024
|
92
|
901,209
|
5.6%
|
17,969,693
|
7.4%
|
19.94
|
381,004
|
|||||||||||
Beyond
|
95
|
2,301,846
|
14.4%
|
32,062,078
|
13.2%
|
13.93
|
11,398,003
|
|||||||||||
2,020
|
16,006,495
|
100.0%
|
$
|
242,638,205
|
100.0%
|
$
|
15.16
|
$
|
17,923,979
|
|||||||||
____________________
|
||||||||||||||||||
1
|
Lease expiration table reflects rents in place as of December 31, 2014 and does not include option periods; 2015 expirations include 42 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 the month of December 2014 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
|
|||||||||||
2015
|
19
|
521,005
|
3.3%
|
$
|
4,879,766
|
2.0%
|
$
|
9.37
|
$
|
0
|
|||||||
2016
|
29
|
901,466
|
5.6%
|
7,772,418
|
3.2%
|
8.62
|
159,000
|
||||||||||
2017
|
45
|
1,123,378
|
7.0%
|
13,346,582
|
5.5%
|
11.88
|
0
|
||||||||||
2018
|
53
|
1,436,700
|
9.0%
|
16,964,964
|
6.9%
|
11.81
|
644,149
|
||||||||||
2019
|
39
|
1,081,636
|
6.8%
|
13,289,345
|
5.5%
|
12.29
|
0
|
||||||||||
2020
|
40
|
1,524,582
|
9.5%
|
15,352,823
|
6.3%
|
10.07
|
1,110,883
|
||||||||||
2021
|
24
|
645,258
|
4.0%
|
7,059,460
|
2.9%
|
10.94
|
0
|
||||||||||
2022
|
26
|
616,349
|
3.9%
|
8,346,496
|
3.4%
|
13.54
|
744,622
|
||||||||||
2023
|
25
|
654,829
|
4.1%
|
7,895,351
|
3.2%
|
12.06
|
260,000
|
||||||||||
2024
|
19
|
667,044
|
4.2%
|
12,222,225
|
5.0%
|
18.32
|
260,004
|
||||||||||
Beyond
|
48
|
2,039,951
|
12.8%
|
25,922,435
|
10.6%
|
12.71
|
7,505,194
|
||||||||||
367
|
11,212,198
|
70.0%
|
$
|
133,051,864
|
54.8%
|
$
|
11.87
|
$
|
10,683,851
|
____________________
|
|
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, 2014 and does not include option periods; 2015 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 the month of December 2014 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
|
|||||||||||
2015
|
210
|
503,929
|
3.2%
|
$
|
10,536,093
|
4.4%
|
$
|
20.91
|
$
|
277,296
|
|||||||
2016
|
238
|
602,651
|
3.8%
|
12,611,893
|
5.2%
|
20.93
|
0
|
||||||||||
2017
|
246
|
610,736
|
3.8%
|
13,950,903
|
5.8%
|
22.84
|
512,556
|
||||||||||
2018
|
290
|
763,663
|
4.8%
|
18,598,683
|
7.7%
|
24.35
|
393,727
|
||||||||||
2019
|
218
|
571,982
|
3.6%
|
13,537,699
|
5.6%
|
23.67
|
651,970
|
||||||||||
2020
|
102
|
277,554
|
1.7%
|
6,185,790
|
2.6%
|
22.29
|
381,562
|
||||||||||
2021
|
68
|
210,691
|
1.3%
|
5,349,352
|
2.2%
|
25.39
|
468,525
|
||||||||||
2022
|
61
|
209,244
|
1.3%
|
5,163,867
|
2.1%
|
24.68
|
441,160
|
||||||||||
2023
|
85
|
292,102
|
1.8%
|
7,060,660
|
2.9%
|
24.17
|
99,522
|
||||||||||
2024
|
72
|
206,881
|
1.3%
|
5,439,841
|
2.2%
|
26.29
|
121,000
|
||||||||||
Beyond
|
44
|
182,255
|
1.1%
|
5,002,881
|
2.2%
|
27.45
|
3,892,810
|
||||||||||
1,634
|
4,431,688
|
27.7%
|
$
|
103,437,660
|
42.6%
|
$
|
23.34
|
$
|
7,240,128
|
____________________
|
|
1
|
Lease expiration table reflects rents in place as of December 31, 2014, and does not include option periods; 2015 expirations include 39 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 the month of December 2014 for each applicable property multiplied by 12. Excludes tenant reimbursements and ground lease revenue.
|
Number of Expiring Leases
1
|
Expiring NLA
1
|
% of Total NRA Expiring
|
Expiring
Annualized Base Rent
2
|
% of Total Annualized Base Rent
|
Expiring Annualized Base Rent per Sq. Ft.
|
|||||||||
2015
|
3
|
45,978
|
0.3%
|
$
|
797,277
|
0.3%
|
$
|
17.34
|
||||||
2016
|
0
|
0
|
0.0%
|
0
|
0.0%
|
0.00
|
||||||||
2017
|
2
|
83,110
|
0.5%
|
1,495,847
|
0.6%
|
18.00
|
||||||||
2018
|
2
|
17,837
|
0.1%
|
383,572
|
0.2%
|
21.50
|
||||||||
2019
|
1
|
5,253
|
0.0%
|
101,120
|
0.0%
|
19.25
|
||||||||
2020
|
1
|
13,311
|
0.1%
|
242,935
|
0.1%
|
18.25
|
||||||||
2021
|
1
|
6,162
|
0.0%
|
141,732
|
0.1%
|
23.00
|
||||||||
2022
|
3
|
51,046
|
0.3%
|
873,619
|
0.4%
|
17.11
|
||||||||
2023
|
2
|
32,988
|
0.2%
|
668,189
|
0.3%
|
20.26
|
||||||||
2024
|
1
|
27,284
|
0.2%
|
307,627
|
0.1%
|
11.28
|
||||||||
Beyond
|
3
|
79,640
|
0.5%
|
1,136,762
|
0.5%
|
14.27
|
||||||||
19
|
362,609
|
2.3%
|
$
|
6,148,681
|
2.5%
|
$
|
16.96
|
____________________
|
|
1
|
Lease expiration table reflects rents in place at 30 South as of December 31, 2014 and does not include option periods. This column also excludes ground leases. 2015 expirations include two month-to-month tenants.
|
2
|
Annualized base rent represents the monthly contractual rent for the month of December 2014 for each applicable property multiplied by 12. Excludes tenant reimbursements.
|
Number of Leases Signed
|
Square Footage Signed
|
Average Rental Rate per square foot
|
|||||||||
New
|
64 | 299,200 | $ | 17.24 | |||||||
Renewal
|
122 | 771,600 | 14.48 | ||||||||
Total
|
186 | 1,070,800 | $ | 15.25 |
____________________
|
|
1
|
Per share information has been restated for the effects of the Company’s one-for-four reverse common share split in August 2014.
|
Quarter
|
Record Date
|
Distribution
Per Share
1
|
Payment Date
|
||||||
4
th
2014
|
January 6, 2015
|
$
|
0.26
|
January 13, 2015
|
|||||
3
rd
2014
|
October 6, 2014
|
$
|
0.26
|
October 13, 2014
|
|||||
2
nd
2014
|
June 24, 2014
|
$
|
0.26
|
July 1, 2014
|
|||||
1
st
2014
|
April 7, 2014
|
$
|
0.26
|
April 14, 2014
|
|||||
4
th
2013
|
January 6, 2014
|
$
|
0.24
|
January 13, 2014
|
|||||
3
rd
2013
|
October 4, 2013
|
$
|
0.24
|
October 11, 2013
|
|||||
2
nd
2013
|
July 5, 2013
|
$
|
0.24
|
July 12, 2013
|
|||||
1
st
2013
|
April 5, 2013
|
$
|
0.24
|
April 12, 2013
|
____________________
|
|
1
|
Per share information has been restated for the effects of the Company’s one-for-four reverse common share split in August 2014.
|
Period
|
Total number
of shares
purchased
|
Average price
paid per share
|
Total number of
shares purchased
as part of publicly
announced plans
or programs
|
Maximum number
of shares that may
yet be purchased
under the plans or
programs
|
|||||
January 1 - January 31
|
—
|
—
|
N/A
|
N/A
|
|||||
February 1 - February 28
|
43,600
|
(1)
|
$
|
24.06
|
—
|
N/A
|
|||
March 1 - March 31
|
—
|
—
|
N/A
|
N/A
|
|||||
April 1 - April 30
|
—
|
—
|
N/A
|
N/A
|
|||||
May 1 - May 31
|
17,161
|
(1)
|
$
|
23.43
|
—
|
N/A
|
|||
June 1 - June 30
|
—
|
—
|
N/A
|
N/A
|
|||||
July 1 - July 31, 2014
|
—
|
—
|
N/A
|
N/A
|
|||||
August 1 - August 31
|
—
|
—
|
N/A
|
N/A
|
|||||
September 1 - September 30
|
—
|
—
|
N/A
|
N/A
|
|||||
October 1 - October 31
|
—
|
—
|
N/A
|
N/A
|
|||||
November 1 - November 30
|
—
|
—
|
N/A
|
N/A
|
|||||
December 1 - December 31
|
—
|
—
|
N/A
|
N/A
|
|||||
Total
|
60,761
|
____________________
|
|
1
|
The number of shares purchased represents common shares surrendered by certain of our employees to satisfy their statutory minimum federal and state tax obligations associated with the vesting of restricted common shares of beneficial interest issued under our 2013 Plan. With respect to these shares, the price paid per share is based on the closing price of our common shares as of the date of the determination of the statutory minimum federal and state tax obligations.
|
12/09 | 6/10 | 12/10 | 6/11 | 12/11 | 6/12 | 12/12 | 6/13 | 12/13 | 6/14 | 12/14 | |||||||||||||||||||||||||||||||||
Kite Realty Group Trust
|
100.00 | 105.46 | 140.43 | 132.15 | 123.03 | 139.48 | 159.82 | 176.04 | 195.65 | 188.55 | 223.04 | ||||||||||||||||||||||||||||||||
S&P 500
|
100.00 | 93.35 | 115.06 | 122.00 | 117.49 | 128.64 | 136.30 | 155.14 | 180.44 | 193.32 | 205.14 | ||||||||||||||||||||||||||||||||
FTSE NAREIT Equity REITs
|
100.00 | 105.56 | 127.96 | 141.01 | 138.57 | 159.23 | 163.60 | 174.22 | 167.63 | 197.23 | 218.16 |
Year Ended December 31
|
||||||||||||||
2014 1 | 2013 2 | 2012 3 | 2011 4 | 2010 | ||||||||||
Operating Data:
|
||||||||||||||
Total rental related revenue
|
$
|
259,528
|
$
|
129,488
|
$
|
96,539
|
$
|
89,116
|
$
|
83,243
|
||||
Expenses:
|
||||||||||||||
Property operating
|
38,703
|
21,729
|
16,756
|
16,830
|
16,181
|
|||||||||
Real estate taxes
|
29,947
|
15,263
|
12,858
|
12,448
|
10,681
|
|||||||||
General, administrative, and other
|
13,043
|
8,211
|
7,117
|
6,274
|
5,361
|
|||||||||
Merger and acquisition costs
|
27,508
|
2,214
|
364
|
—
|
—
|
|||||||||
Litigation charge, net
|
—
|
—
|
1,007
|
—
|
—
|
|||||||||
Depreciation and amortization
|
120,998
|
54,479
|
38,835
|
33,114
|
36,063
|
|||||||||
Total expenses
|
230,199
|
101,896
|
76,937
|
68,666
|
68,286
|
|||||||||
Operating income
|
29,329
|
27,592
|
19,602
|
20,450
|
14,957
|
|||||||||
Interest expense
|
(45,513
|
)
|
(27,994
|
)
|
(23,392
|
)
|
(21,625
|
)
|
(24,831
|
|||||
Income tax (expense) benefit of taxable REIT subsidiary
|
(24
|
)
|
(262
|
)
|
106
|
1
|
(266
|
|||||||
Gain on sale of unconsolidated property
|
—
|
—
|
—
|
4,320
|
—
|
|||||||||
Remeasurement loss on consolidation of Parkside Town Commons, net
|
—
|
—
|
(7,980 )
|
—
|
—
|
|||||||||
Other (expense) income, net
|
(244
|
)
|
(62)
|
)))
|
209
|
607
|
884
|
|||||||
(Loss) income from continuing operations
|
(16,452
|
)
|
(726
|
)
|
(11,455
|
)
|
3,753
|
(9,256
|
||||||
Discontinued operations:
|
||||||||||||||
Income from operations, excluding impairment charge
|
—
|
834
|
656
|
1,630
|
70
|
|||||||||
Impairment charge
|
—
|
(5,372
|
)
|
—
|
—
|
—
|
||||||||
Gain on debt extinguishment
|
—
|
1,242
|
—
|
—
|
—
|
|||||||||
Gain (loss) on sale of operating properties
|
3,198
|
487
|
7,094
|
(398
|
)
|
—
|
||||||||
Income from discontinued operations
|
3,198
|
(2,809
|
)
|
7,750
|
1,232
|
70
|
||||||||
Loss before gain on sale of operating properties
|
(13,254
|
)
|
(3,535
|
)
|
(3,705
|
)
|
4,985
|
(9,186
|
||||||
Gain on sale of operating properties, net
|
8,578
|
—
|
—
|
—
|
—
|
|||||||||
Consolidated net (loss) income
|
(4,676
|
)
|
(3,535
|
)
|
(3,705
|
)
|
4,985
|
(9,186
|
||||||
Net (income) loss attributable to noncontrolling interests:
|
(1,025
|
)
|
685
|
(629
|
)
|
(4
|
)
|
915
|
||||||
Net (loss) income attributable to Kite Realty Group Trust:
|
(5,701
|
)
|
(2,850
|
)
|
(4,334
|
)
|
4,981
|
(8,271
|
||||||
Dividends on preferred shares:
|
(8,456
|
)
|
(8,456
|
)
|
(7,920
|
)
|
(5,775
|
)
|
(377
|
|||||
Net loss attributable to common shareholders
|
$
|
(14,157
|
)
|
$
|
(11,306
|
)
|
$
|
(12,254
|
)
|
$
|
(794
|
)
|
$
|
(8,648
|
Loss per common share – basic and diluted:
|
||||||||||||||
Loss from continuing operations attributable to Kite Realty Group Trust common shareholders
|
$
|
(0.29
|
)
|
$
|
(0.37
|
)
|
$
|
(1.04
|
)
|
$
|
(0.12
|
)
|
$
|
(0.56
|
(Loss) income from discontinued operations attributable to Kite Realty Group Trust common shareholders
|
0.05
|
(0.11
|
)
|
0.32
|
0.08
|
0.00
|
||||||||
Net loss attributable to Kite Realty Group Trust
common shareholders
|
$
|
(0.24
|
)
|
$
|
(0.48
|
)
|
$
|
(0.72
|
)
|
$
|
(0.04
|
)
|
$
|
(0.56
|
Weighted average Common Shares outstanding – basic and diluted
|
58,353,448
|
23,535,434
|
16,721,315
|
15,889,331
|
15,810,119
|
|||||||||
Distributions declared per Common Share
|
$
|
1.02
|
$
|
0.96
|
$
|
0.96
|
$
|
0.96
|
$
|
0.96
|
||||
Net loss attributable to Kite Realty Group Trust common shareholders:
|
||||||||||||||
Loss from continuing operations
5
|
$
|
(17,268
|
)
|
$
|
(8,686
|
)
|
$
|
(17,571
|
)
|
$
|
(1,891
|
)
|
$
|
(8,706
|
Discontinued operations
|
3,111
|
(2,620
|
)
|
5,317
|
1,097
|
58
|
||||||||
Net loss attributable to Kite Realty Group Trust common shareholders
|
$
|
(14,157
|
)
|
$
|
(11,306
|
)
|
$
|
(12,254
|
)
|
$
|
(794
|
)
|
$
|
(8,648
|
1
|
In 2014, we disposed of multiple operating properties. Of our 2014 disposals, the only property’s operations reflected as discontinued operations for each of the years presented is 50
th
and 12
th
, as the other disposals individually or in the aggregate did not represent a strategic shift that has or will have a major effect on our operations and financial results. Further, the 50th and 12th operating property is included in discontinued operations, as the property was classified as held for sale as of December 31, 2013.
|
2
|
In 2013, we disposed of the following properties: Cedar Hill Village and Kedron Village. The operations of these properties are reflected as discontinued operations for each of the years presented above.
|
3
|
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.
|
4
|
In December 2011, we sold our Martinsville Shops operating property. The operations of this property are reflected as discontinued operations for each of the years presented above.
|
5
|
Includes gain on sale of operating properties and preferred dividends.
|
As of December 31
|
||||||||||||||||||||
2014
|
2013
|
2012
|
2011
|
2010
|
||||||||||||||||
Balance Sheet Data:
|
||||||||||||||||||||
Investment properties, net
|
$ | 3,417,655 | $ | 1,644,478 | $ | 1,200,336 | $ | 1,095,721 | $ | 1,047,849 | ||||||||||
Cash and cash equivalents
|
43,826 | 18,134 | 12,483 | 10,042 | 15,395 | |||||||||||||||
Assets held for sale
|
179,642 | — | — | — | — | |||||||||||||||
Total assets
|
3,874,216 | 1,763,927 | 1,288,657 | 1,193,266 | 1,132,783 | |||||||||||||||
Mortgage and other indebtedness
|
1,554,263 | 857,144 | 699,909 | 689,123 | 610,927 | |||||||||||||||
Liabilities held for sale
|
81,164 | — | — | — | — | |||||||||||||||
Total liabilities
|
1,846,986 | 962,894 | 774,365 | 737,807 | 658,689 | |||||||||||||||
Redeemable noncontrolling interests in the Operating Partnership and other redeemable noncontrolling interests
|
125,082 | 43,928 | 37,670 | 41,836 | 44,115 | |||||||||||||||
Kite Realty Group Trust shareholders’ equity
|
1,898,784 | 753,557 | 473,086 | 409,372 | 423,065 | |||||||||||||||
Noncontrolling interests
|
3,364 | 3,548 | 3,536 | 4,251 | 6,914 | |||||||||||||||
Total liabilities and equity
|
3,874,216 | 1,763,927 | 1,288,657 | 1,193,266 | 1,132,783 |
·
|
the fair value of the building on an as-if-vacant basis and to land determined either by comparable market data, real estate tax assessments, independent appraisals or other relevant data;
|
·
|
above-market and below-market in-place lease values for acquired properties 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 us 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. We utilize independent sources for our estimates to determine the respective in-place lease values. Our estimates of value are made using methods similar to those used by independent appraisers. Factors we consider in our analysis include an estimate of costs to execute similar leases including tenant improvements, leasing commissions and foregone costs 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.
|
·
|
the fair value of any assumed financing that is determined to be above or below market terms. We utilize third party and independent sources for our estimates to determine the respective fair value of each mortgage payable. The fair market value of each mortgage payable is amortized to interest expense over the remaining initial terms of the respective loan.
|
Property Name
|
MSA
|
Acquisition Date
|
Acquisition Cost (Millions)
|
Owned GLA
|
|||||||
Cove Center
|
Stuart, FL
|
June 2012
|
$ | 22.1 | 155,063 | ||||||
12
th
Street Plaza
|
Vero Beach, FL
|
July 2012
|
15.2 | 138,268 | |||||||
Publix at Woodruff
|
Greenville, SC
|
December 2012
|
9.1 | 68,055 | |||||||
Shoppes at Plaza Green
|
Greenville, SC
|
December 2012
|
28.8 | 194,807 | |||||||
Shoppes of Eastwood
|
Orlando, FL
|
January 2013
|
11.6 | 69,037 | |||||||
Cool Springs Market
|
Nashville, TN
|
April 2013
|
37.6 | 223,912 | |||||||
Castleton Crossing
|
Indianapolis, IN
|
May 2013
|
39.0 | 277,812 | |||||||
Toringdon Market
|
Charlotte, NC
|
August 2013
|
15.9 | 60,464 | |||||||
Nine Property Portfolio
|
Various
|
November 2013
|
304.0 | 1,977,711 | |||||||
Merger with Inland Diversified
|
Various
|
July 2014
|
2,128.6 | 10,719,471 | |||||||
Rampart Commons
|
Las Vegas, NV
|
December 2014
|
32.3 | 81,292 |
Property Name
|
MSA
|
Disposition Date
|
Owned GLA
|
|||||
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 | |||||
Kedron Village
|
Atlanta, GA
|
July 2013
|
157,345 | |||||
Cedar Hill Village
|
Dallas, TX
|
September 2013
|
44,214 | |||||
50
th
and 12
th
(Walgreens)
1
|
Seattle, WA
|
January 2014
|
14,500 | |||||
Red Bank Commons
|
Evansville, IN
|
March 2014
|
34,258 | |||||
Ridge Plaza
|
Oak Ridge, NJ
|
March 2014
|
115,088 | |||||
Zionsville Walgreens
|
Zionsville, IN
|
September 2014
|
14,550 | |||||
Tranche I of Portfolio Sale to Inland Real Estate
|
Various
|
November & December 2014
|
805,644 |
____________________
|
|
1
|
Operating property was classified as held for sale as of December 31, 2013.
|
Property Name
|
MSA
|
Economic Occupancy Date
1
|
Owned GLA
|
|||||
Delray Marketplace
|
Delray Beach, FL
|
January 2013
|
260,153 | |||||
Holly Springs Towne Center – Phase I
|
Raleigh, NC
|
March 2013
|
207,589 | |||||
Parkside Town Commons – Phase I
|
Raleigh, NC
|
March 2014
|
104,978 | |||||
Parkside Town Commons – Phase II
|
Raleigh, NC
|
September 2014
|
275,432 |
____________________
|
|
1
|
Represents the date on 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 earlier.
|
Property Name
|
MSA
|
Transition to
Redevelopment
1
|
Transition to Operations
|
Owned GLA
|
||||||
Oleander Place
|
Wilmington, North Carolina
|
February 2011
|
December 2012
|
45,530 | ||||||
Rangeline Crossing
|
Carmel, Indiana
|
June 2012
|
June 2013
|
97,511 | ||||||
Four Corner Square
|
Seattle, Washington
|
September 2008
|
December 2013
|
107,998 | ||||||
King’s Lake Square
|
Naples, Florida
|
July 2013
|
April 2014
|
88,153 | ||||||
Bolton Plaza
|
Jacksonville, Florida
|
June 2008
|
September 2014
|
155,637 | ||||||
Gainesville Plaza
2
|
Gainesville, Florida
|
June 2013
|
Pending
|
162,693 |
____________________
|
|
1
|
Transition date represents the date the property was transferred from our operating portfolio into redevelopment status.
|
2
|
In March 2014, we signed leases with Ross Dress and Burlington Coat Factory to anchor the project. Burlington Coat Factory opened in September 2014 and Ross Dress is expected to open in the first half of 2015. The project is currently 81.6% leased or committed.
|
Tenant Name
|
Property Name
|
MSA
|
Owned GLA
|
|||||
LA Fitness
|
Bolton Plaza
|
Jacksonville, FL
|
38,000 | |||||
Sprouts Farmers Market
|
Sunland Towne Center
|
El Paso, TX
|
31,541 | |||||
Fresh Market
|
Lithia Crossing
|
Tampa Bay, FL
|
18,091 | |||||
Walgreens
|
Rangeline Crossing
|
Indianapolis, IN
|
15,300 | |||||
Publix
|
King’s Lake Square
|
Naples, FL
|
88,153 | |||||
Target
1
|
Parkside Town Commons – Phase I
|
Raleigh, NC
|
─
|
|||||
Harris Teeter
2
|
Parkside Town Commons – Phase I
|
Raleigh, NC
|
53,000 | |||||
Total Wine and More
|
International Speedway Square
|
Daytona, FL
|
23,942 | |||||
Walgreens
|
Four Corner Square
|
Seattle, WA
|
14,820 | |||||
Petco
|
Parkside Town Commons – Phase I
|
Raleigh, NC
|
12,500 | |||||
Field and Stream
|
Parkside Town Commons – Phase II
|
Raleigh, NC
|
50,000 | |||||
Golf Galaxy
|
Parkside Town Commons – Phase II
|
Raleigh, NC
|
35,000 | |||||
Burlington Coat Factory
|
Gainesville Plaza
|
Gainesville, FL
|
65,000 |
____________________
|
|
1
|
Target is an anchor that owns its 135,300 square foot store.
|
2
|
Ground lease tenant.
|
Years Ended December 31,
|
||||||||||||
($ in thousands)
|
2014
|
2013
|
% Change
|
|||||||||
Number of comparable properties at period end
1
|
52 | 52 | ||||||||||
Leased percentage at period end
|
96.1 | % | 96.4 | % | ||||||||
Economic Occupancy percentage at period end
2
|
94.8 | % | 93.1 | % | ||||||||
Net operating income – same properties (52 properties)
3
|
$ | 68,033 | $ | 65,005 | 4.7 | % | ||||||
Reconciliation to Most Directly Comparable GAAP Measure:
|
||||||||||||
Net operating income - same properties
|
$ | 68,033 | $ | 65,005 | ||||||||
Net operating income - non-same activity
|
122,845 | 27,491 | ||||||||||
Other expense, net
|
(268 | ) | (324 | ) | ||||||||
General, administrative and other
|
(13,043 | ) | (8,211 | ) | ||||||||
Merger and acquisition costs
|
(27,508 | ) | (2,214 | ) | ||||||||
Impairment charge
|
- | (5,372 | ) | |||||||||
Depreciation expense
|
(120,998 | ) | (54,479 | ) | ||||||||
Interest expense
|
(45,513 | ) | (27,994 | ) | ||||||||
Discontinued operations
|
- | 2,563 | ||||||||||
Gain on sales of operating properties, net
|
11,776 | — | ||||||||||
Net (income) loss attributable to noncontrolling interests
|
(1,025 | ) | 685 | |||||||||
Dividends on preferred shares
|
(8,456 | ) | (8,456 | ) | ||||||||
Net loss attributable to common shareholders
|
$ | (14,157 | ) | $ | (11,306 | ) |
____________________
|
|
1
|
Same Property NOI analysis excludes operating properties in redevelopment.
|
2
|
Excludes leases that are signed but for which tenants have not commenced payment of cash rent.
|
3
|
Same Property NOI excludes net gains from outlot sales, straight-line rent revenue, bad debt expense and related recoveries, lease termination fees, amortization of lease intangibles and significant prior year expense recoveries and adjustments, if any.
|
Years Ended December 31,
|
||||||||||||
(in thousands)
|
2014 | 2013 | 2012 | |||||||||
Consolidated net loss
|
$ | (4,676 | ) | $ | (3,535 | ) | $ | (3,705 | ) | |||
Less dividends on preferred shares
|
(8,456 | ) | (8,456 | ) | (7,920 | ) | ||||||
Less net income attributable to noncontrolling interests in properties
|
(1,435 | ) | (121 | ) | (138 | ) | ||||||
Less gain on sale of operating properties
|
(11,776 | ) | (487 | ) | (7,094 | ) | ||||||
Add remeasurement loss on consolidation of Parkside Town Commons, net
|
— | — | 7,980 | |||||||||
Add impairment charge
|
— | 5,372 | — | |||||||||
Add depreciation and amortization of consolidated entities, net of noncontrolling interests
|
120,452 | 54,850 | 41,358 | |||||||||
Funds From Operations of the Operating Partnership
|
94,109 | 47,623 | 30,481 | |||||||||
Less Limited Partners' interest in Funds From Operations
|
(2,541 | ) | (3,195 | ) | (3,021 | ) | ||||||
Funds From Operations allocable to the Company
|
$ | 91,568 | $ | 44,428 | $ | 27,460 | ||||||
Funds From Operations of the Operating Partnership
|
$ | 94,109 | $ | 47,623 | $ | 30,481 | ||||||
Add write-off of loan fees on early repayment of debt
|
— | 488 | 500 | |||||||||
Add Merger and acquisition costs
|
27,508 | 1,648 | — | |||||||||
Add ligitation charge, net
|
— | — | 1,007 | |||||||||
Less Gain on debt extinguishment
|
— | (1,242 | ) | — | ||||||||
Funds From Operations of the Kite Portfolio, as adjusted
|
$ | 121,617 | $ | 48,517 | $ | 31,988 |
____________________
|
|
1
|
“Funds From Operations of the Kite Portfolio, as adjusted” 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 redeemable noncontrolling weighted average diluted interest in the Operating Partnership.
|
Years Ended December 31,
|
||||||||||||
2014
|
2013
|
Net change 2013 to 2014
|
||||||||||
Revenue:
|
||||||||||||
Rental income (including tenant reimbursements)
|
$ | 252,228 | $ | 118,059 | $ | 134,169 | ||||||
Other property related revenue
|
7,300 | 11,429 | (4,129 | ) | ||||||||
Total revenue
|
259,528 | 129,488 | 130,040 | |||||||||
Expenses:
|
||||||||||||
Property operating
|
38,703 | 21,729 | 16,974 | |||||||||
Real estate taxes
|
29,947 | 15,263 | 14,684 | |||||||||
General, administrative, and other
|
13,043 | 8,211 | 4,832 | |||||||||
Merger and acquisition costs
|
27,508 | 2,214 | 25,294 | |||||||||
Depreciation and amortization
|
120,998 | 54,479 | 66,519 | |||||||||
Total expenses
|
230,199 | 101,896 | 128,303 | |||||||||
Operating income
|
29,329 | 27,592 | 1,737 | |||||||||
Interest expense
|
(45,513 | ) | (27,994 | ) | (17,519 | ) | ||||||
Income tax expense of taxable REIT subsidiary
|
(24 | ) | (262 | ) | 238 | |||||||
Other expense, net
|
(244 | ) | (62 | ) | (182 | ) | ||||||
Loss from continuing operations
|
(16,452 | ) | (726 | ) | (15,726 | ) | ||||||
Discontinued operations:
|
||||||||||||
Discontinued operations
|
- | 834 | (834 | ) | ||||||||
Impairment Charge
|
- | (5,372 | ) | 5,372 | ||||||||
Non-cash gain on debt extinguishment
|
- | 1,242 | (1,242 | ) | ||||||||
Gain on sale of operating properties
|
3,198 | 487 | 2,711 | |||||||||
Gain (loss) from discontinued operations
|
3,198 | (2,809 | ) | 6,007 | ||||||||
Loss before gain on sale of operating properties
|
(13,254 | ) | (3,535 | ) | (9,719 | ) | ||||||
Gain on sale of operating properties
|
8,578 | - | 8,578 | |||||||||
Consolidated net loss
|
(4,676 | ) | (3,535 | ) | (1,141 | ) | ||||||
Add: Net (income) loss attributable to noncontrolling interests
|
(1,025 | ) | 685 | (1,710 | ) | |||||||
Net loss attributable to Kite Realty Group Trust
|
(5,701 | ) | (2,850 | ) | (2,851 | ) | ||||||
Dividends on preferred shares
|
(8,456 | ) | (8,456 | ) | - | |||||||
Net loss attributable to Kite Realty Group Trust common shareholders
|
$ | (14,157 | ) | $ | (11,306 | ) | $ | (2,851 | ) |
(in thousands)
|
Net change 2013 to 2014
|
|||
Properties acquired through merger with Inland Diversified
|
$ | 85,310 | ||
Properties acquired during 2013 and 2014
|
32,816 | |||
Development properties that became operational or were partially
operational in 2013 and/or 2014
|
4,775 | |||
Properties sold during 2014
|
(2,486 | ) | ||
Properties sold to Inland Real Estate during 2014
|
6,662 | |||
Properties under redevelopment during 2013 and/or 2014
|
2,025 | |||
Properties fully operational during 2013 and 2014 and other
|
5,067 | |||
Total
|
$ | 134,169 |
(in thousands)
|
Net change 2013 to 2014
|
|||
Properties acquired through merger with Inland Diversified
|
$ | 8,022 | ||
Properties acquired during 2013 and 2014
|
5,714 | |||
Development properties that became operational or were partially
operational in 2013 and/or 2014
|
1,063 | |||
Properties sold during 2014
|
(274 | ) | ||
Properties sold to Inland Real Estate during 2014
|
943 | |||
Properties under redevelopment during 2013 and/or 2014
|
497 | |||
Properties fully operational during 2013 and 2014 and other
|
1,009 | |||
Total
|
$ | 16,974 |
(in thousands)
|
Net change 2013 to 2014
|
|||
Properties acquired through merger with Inland Diversified
|
$ | 10,317 | ||
Properties acquired during 2013 and 2014
|
3,513 | |||
Development properties that became operational or were partially
operational in 2013 and/or 2014
|
701 | |||
Properties sold during 2014
|
(258 | ) | ||
Properties sold to Inland Real Estate during 2014
|
682 | |||
Properties under redevelopment during 2013 and/or 2014
|
57 | |||
Properties fully operational during 2013 and 2014 and other
|
(328 | ) | ||
Total
|
$ | 14,684 |
(in thousands)
|
Net change 2013 to 2014
|
|||
Properties acquired through merger with Inland Diversified
|
$ | 41,851 | ||
Properties acquired during 2013 and 2014
|
20,794 | |||
Development properties that became operational or were partially
operational in 2013 and/or 2014
|
4,424 | |||
Properties sold during 2014
|
(764 | ) | ||
Properties sold to Inland Real Estate during 2014
|
2,357 | |||
Properties under redevelopment during 2013 and/or 2014
|
(3,407 | ) | ||
Properties fully operational during 2013 and 2014 and other
|
1,264 | |||
Total
|
$ | 66,519 |
Years Ended December 31,
|
||||||||||||
2013
|
2012
|
Net change 2012 to 2013
|
||||||||||
Revenue:
|
||||||||||||
Rental income (including tenant reimbursements)
|
$ | 118,059 | $ | 92,495 | $ | 25,564 | ||||||
Other property related revenue
|
11,429 | 4,044 | 7,385 | |||||||||
Total revenue
|
129,488 | 96,539 | 32,949 | |||||||||
Expenses:
|
||||||||||||
Property operating
|
21,729 | 16,756 | 4,973 | |||||||||
Real estate taxes
|
15,263 | 12,858 | 2,405 | |||||||||
General, administrative, and other
|
8,211 | 7,117 | 1,094 | |||||||||
Acquisition costs
|
2,214 | 364 | 1,850 | |||||||||
Litigation charge, net
|
- | 1,007 | (1,007 | ) | ||||||||
Depreciation and amortization
|
54,479 | 38,835 | 15,644 | |||||||||
Total expenses
|
101,896 | 76,937 | 24,959 | |||||||||
Operating income
|
27,592 | 19,602 | 7,990 | |||||||||
Interest expense
|
(27,994 | ) | (23,392 | ) | (4,602 | ) | ||||||
Income tax (expense) benefit of taxable REIT subsidiary
|
(262 | ) | 106 | (368 | ) | |||||||
Remeasurement loss on consolidation of Parkside Town Commons, net
|
- | (7,980 | ) | 7,980 | ||||||||
Other (expense) income, net
|
(62 | ) | 209 | (271 | ) | |||||||
Loss from continuing operations
|
(726 | ) | (11,455 | ) | 10,729 | |||||||
Discontinued operations:
|
||||||||||||
Discontinued operations
|
834 | 656 | 178 | |||||||||
Impairment Charge
|
(5,372 | ) | - | (5,372 | ) | |||||||
Non-cash gain on debt extinguishment
|
1,242 | - | 1,242 | |||||||||
Gain on sale of operating properties
|
487 | 7,094 | (6,607 | ) | ||||||||
(Loss) gain from discontinued operations
|
(2,809 | ) | 7,750 | (10,559 | ) | |||||||
Consolidated net loss
|
(3,535 | ) | (3,705 | ) | 170 | |||||||
Add: Net loss (income) attributable to noncontrolling interests
|
685 | (629 | ) | 1,314 | ||||||||
Net loss attributable to Kite Realty Group Trust
|
(2,850 | ) | (4,334 | ) | 1,484 | |||||||
Dividends on preferred shares
|
(8,456 | ) | (7,920 | ) | (536 | ) | ||||||
Net loss attributable to Kite Realty Group Trust common shareholders
|
$ | (11,306 | ) | $ | (12,254 | ) | $ | 948 |
Net change 2012 to 2013
|
||||
Development properties that became operational or were partially
operational in 2012 and/or 2013
|
$ | 6,760 | ||
Properties acquired during 2012 and 2013
|
15,509 | |||
Properties under redevelopment during 2012 and/or 2013
|
966 | |||
Properties fully operational during 2012 and 2013 & other
|
2,329 | |||
Total
|
$ | 25,564 | ||
Net change 2012 to 2013
|
||||
Development properties that became operational or were partially
operational in 2012 and/or 2013
|
$ | 1,789 | ||
Properties acquired during 2012 and 2013
|
1,950 | |||
Properties under redevelopment during 2012 and/or 2013
|
31 | |||
Properties fully operational during 2012 and 2013 & other
|
1,203 | |||
Total
|
$ | 4,973 |
·
|
$0.5 million net increase in repairs and maintenance at a number of our operating properties in 2013;
|
·
|
$0.3 million increase in insurance due to higher costs at our Florida properties. The majority of this increase is recoverable from tenants;
|
·
|
$0.2 million increase in snow removal costs. The majority of this increase is recoverable from tenants; and
|
·
|
The changes in other categories of expense were not individually significant.
|
Net change 2012 to 2013
|
||||
Development properties that became operational or were partially
operational in 2012 and/or 2013
|
$ | 244 | ||
Properties acquired during 2012 and 2013
|
1,927 | |||
Properties under redevelopment during 2012 and/or 2013
|
(84 | ) | ||
Properties fully operational during 2012 and 2013 & other
|
318 | |||
Total
|
$ | 2,405 |
Net change 2012 to 2013
|
||||
Development properties that became operational or were partially
operational in 2012 and/or 2013
|
$ | 2,720 | ||
Properties acquired during 2012 and 2013
|
9,542 | |||
Properties under redevelopment during 2012 and/or 2013
|
1,617 | |||
Properties fully operational during 2012 and 2013 & other
|
1,765 | |||
Total
|
$ | 15,644 |
Year Ended December 31, 2014
(in thousands)
|
Cumulative Through December 31, 2014
(in thousands)
|
|||||||
Under Construction Developments
|
$ | 47,969 | $ | 145,560 | ||||
Under Construction – Redevelopments
|
7,625 | 7,677 | ||||||
Pending Construction - Redevelopments
|
370 | 729 | ||||||
Total for Development Activity
|
55,964 | 153,966 | ||||||
Recently Completed Developments, net
1
|
12,676 | N/A | ||||||
Miscellaneous Other Activity, net
|
19,061 | N/A | ||||||
Recurring Operating Capital Expenditures (Primarily Tenant Improvement Payments)
|
6,852 | N/A | ||||||
Total
|
$ | 94,553 | $ | 153,966 |
____________________
|
|
1
|
This classification includes Delray Marketplace, Holly Springs Towne Center – Phase I, Rangeline Crossing, Four Corner Square, Bolton Plaza, and King’s Lake Square.
|
·
|
Net proceeds of $191.1 million related to the sales of the Red Bank Commons, Ridge Plaza, 50
th
and 12
th
, Zionsville Walgreens and Tranche I operating properties in 2014 compared to net proceeds of $7.3 million in 2013;
|
·
|
Net proceeds of $18.6 million related to the sale of marketable securities in 2014. These securities were acquired as part of the Merger;
|
·
|
Net cash acquired of $108.7 million upon completion of the Merger. A portion of this cash was utilized to retire construction loans and other indebtedness while the remainder was retained for working capital including payment of Merger related costs;
|
·
|
Net cash outflow of $407.2 million related to 2013 acquisitions compared to net cash outflows of $19.7 million in 2014;
|
·
|
Net cash outflow of $2.8 million on seller earnouts in 2014, while there were no seller earnout payments in the same period of 2013;
|
·
|
Decrease in capital expenditures of $18.0 million, offset by an increase in construction payables of $12.6 million as significant construction was ongoing at Gainesville Plaza, Parkside Town Commons – Phase I & II, Holly Springs Towne Center – Phase II and Tamiami Crossing in 2014.
|
·
|
In 2014, we drew $66.7 million on the unsecured revolving credit facility to fund the acquisition of Rampart Commons, redevelopment and tenant improvement costs;
|
·
|
In 2014, we drew $50.8 million on construction loans related to development projects;
|
·
|
In 2014, we paid down $51.7 million on the unsecured revolving credit facility utilizing a portion of proceeds from property sales and cash on hand;
|
·
|
In July, we retired loans totaling $41.6 million that were secured by land at 951 and 41 in Naples, Florida, Four Corner Square, and Rangeline Crossing utilizing cash on hand obtained as part of the Merger;
|
·
|
We retired loans totaling $8.6 million that were secured by the 50th and 12th and Zionsville Walgreens operating properties upon the sale of these properties;
|
·
|
In December 2014, we retired the $15.8 million loan secured by our Eastgate Pavilion operating property, the $1.9 million loan secured by our Bridgewater Marketplace operating property, the $34.0 million loan secured by our Holly Springs – Phase I development property and the $15.2 million loan secured by Wheatland Town Crossing utilizing a portion of proceeds from property sales;
|
·
|
In December 2014, we paid down $4.0 million on the loan secured by Delray Marketplace operating property;
|
·
|
Distributions to common shareholders and operating partnership unit holders of $49.6 million; and
|
·
|
Distributions to preferred shareholders of $8.5 million.
|
·
|
2013 acquisitions for net cash outflows of $407.2 million compared to 2012 net cash outflows of $65.9 million. The significant increase was due to higher acquisition volume in 2013;
|
·
|
Net proceeds of $87.4 million related to 2012 sales compared to net proceeds of $7.3 million related to the sale of Cedar Hill Village in September 2013; and
|
·
|
Increase in capital expenditures, net plus the decrease in construction payables of $21.7 million as construction was ongoing at Delray Marketplace, Holly Springs Towne Center, Parkside Town Commons, Four Corner Square, and Rangeline Crossing compared to lower expenditures at these properties in 2012.
|
·
|
In November 2013, 36,800,000 common shares were issued for net proceeds of $217 million. A portion of these proceeds were used to fund a portion of the purchase price of the portfolio of nine unencumbered retail properties;
|
·
|
In April and May of 2013, 15,525,000 common shares were issued for net proceeds of $97 million. These proceeds were used to fund the purchase price of Cool Springs Market, Castleton Crossing, and Toringdon Market;
|
·
|
In August 2013, proceeds of $105 million from the expansion of the amended unsecured term loan were received. The Company utilized $102 million of the proceeds to pay down the unsecured revolving credit facility;
|
·
|
Draws of $77.4 million were made on construction loans related to Delray Marketplace, Holly Springs Towne Center, Parkside Town Commons, Rangeline Crossing, and Four Corner Square;
|
·
|
Distributions to common shareholders and operating partnership unitholders of $22.2 million; and
|
·
|
Distributions to preferred shareholders of $8.5 million.
|
Three Months Ended
December 31, 2014
|
||||
Consolidated net income
|
$ | 8,029 | ||
Adjustments to net income
|
||||
Depreciation and amortization
|
39,438 | |||
Interest expense
|
15,222 | |||
Merger and acquisition costs
|
659 | |||
Income tax benefit of taxable REIT subsidiary
|
(13 | ) | ||
Gain on sale of operating properties, net
|
(2,242 | ) | ||
Other expense
|
125 | |||
Earnings Before Interest, Taxes, Depreciation and Amortization
|
61,218 | |||
—minority interest EBITDA
|
(679 | ) | ||
—EBITDA from properties sold in current quarter
|
(2,140 | ) | ||
Adjusted Earnings Before Interest, Taxes, Depreciation and Amortization
|
58,399 | |||
Annualized Adjusted Earnings Before Interest, Taxes, Depreciation and Amortization (1)
|
$ | 233,596 | ||
Ratio of Company share of net debt:
|
||||
Mortgage and other indebtedness
|
1,554,263 | |||
Indebtedness of assets held for sale
|
67,452 | |||
Less: Partner share of consolidated joint venture debt
|
(24,039 | ) | ||
Less: Cash
|
(43,826 | ) | ||
Less: Debt Premium
|
(31,408 | ) | ||
Company Share of Net Debt
|
1,522,442 | |||
Ratio of Net Debt to Annualized Adjusted EBITDA
|
6.5 | x |
____________________
|
|
1
|
Represents Adjusted EBITDA for the three months ended December 31, 2014 (as shown in the table above) multiplied by four.
|
Development Activity and Tenant
Allowances
1
|
Operating
Leases
|
Consolidated
Long-term
Debt and Interest
2
|
Employment
Contracts
3
|
Total
|
|
|||||||||||||||
2015
|
$ | 7,849 | $ | 543 | $ | 236,216 | $ | 1,870 | $ | 246,478 | ||||||||||
2016
|
— | 511 | 300,925 | 1,870 | 303,306 | |||||||||||||||
2017
|
— | 511 | 92,922 | 935 | 94,368 | |||||||||||||||
2018
|
— | 149 | 267,856 | — | 268,005 | |||||||||||||||
2019
|
— | 121 | 263,446 | — | 263,567 | |||||||||||||||
Thereafter
|
— | 7,893 | 697,382 | — | 705,275 | |||||||||||||||
Total
|
$ | 7,849 | $ | 9,728 | $ | 1,858,747 | $ | 4,675 | $ | 1,880,999 |
____________________
|
|
1
|
Tenant allowances include commitments made to tenants at our operating and under construction 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, 2014.
|
3
|
We have entered into employment agreements with certain members of senior management. The term of each employment agreement is three years from July 1, 2014, with automatic one-year renewals each July 1
st
thereafter unless we or the individual elects not to renew the agreement.
|
Balance at
|
|||||||
December 31,
2014
|
December 31,
2013
|
||||||
Unsecured revolving credit facility
|
$ | 160,000 | $ | 145,000 | |||
Unsecured term loan
|
230,000 | 230,000 | |||||
Notes payable secured by properties under construction -
variable rate
|
119,347 | 144,389 | |||||
Mortgage notes payable - fixed rate
|
810,959 | 276,504 | |||||
Mortgage notes payable - variable rate
|
205,798 | 61,185 | |||||
Net premiums on acquired debt
|
28,159 | 66 | |||||
Total mortgage and other indebtedness
|
1,554,263 | 857,144 | |||||
Mortgage notes - properties held for sale
1
|
67,452 | — | |||||
Total
|
$ | 1,621,715 | $ | 857,144 |
____________________
|
|
1
|
Includes net premiums on acquired debt of $3.2 million.
|
Amount
|
Weighted Average Maturity (Years)
|
Weighted Average Interest Rate
|
Percentage of Total
|
|||||||||||||
Fixed rate debt
|
$ | 810,959 | 5.5 | 5.07 | % | 53 | % | |||||||||
Floating rate debt (hedged to fixed)
|
373,275 | 3.9 | 3.39 | % | 24 | % | ||||||||||
Total fixed rate debt, considering hedges
|
1,184,234 | 5.0 | 4.54 | % | 77 | % | ||||||||||
Notes payable secured by properties under construction - variable rate
|
119,347 | 1.9 | 2.11 | % | 8 | % | ||||||||||
Other variable rate debt
|
205,798 | 4.8 | 2.44 | % | 13 | % | ||||||||||
Corporate unsecured variable rate debt
|
390,000 | 4.8 | 1.54 | % | 26 | % | ||||||||||
Floating rate debt (hedged to fixed)
|
(373,275 | ) | -3.9 | -1.89 | % | -24 | % | |||||||||
Total variable rate debt, considering hedges
|
341,870 | 4.8 | 1.89 | % | 23 | % | ||||||||||
Net premiums on acquired debt
|
28,159 | N/A | N/A | N/A | ||||||||||||
Total debt
|
$ | 1,554,263 | 5.0 | 3.95 | % | 100 | % |
(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
|
||
February 27, 2015
|
Chairman and Chief Executive Officer
|
|
(Date)
|
(Principal Executive Officer)
|
|
/s/ Daniel R. Sink
|
||
Daniel R. Sink
|
||
February 27, 2015
|
Executive Vice President, Chief Financial Officer
|
|
(Date)
|
(Principal Financial Officer)
|
Signature
|
Title
|
Date
|
||
/s/ John A. Kite
|
Chairman, Chief Executive Officer, and Trustee
(Principal Executive Officer)
|
February 27, 2015
|
||
(John A. Kite)
|
||||
/s/ William E. Bindley
|
Trustee
|
February 27, 2015
|
||
(William E. Bindley)
|
||||
/s/ Victor J. Coleman
|
Trustee
|
February 27, 2015
|
||
(Victor J. Coleman)
|
||||
/s/ Christie B. Kelly
|
Trustee
|
February 27, 2015
|
||
(Christie B. Kelly)
|
||||
/s/ David R. O’Reilly
|
Trustee
|
February 27, 2015
|
||
(David R. O’Reilly)
|
||||
/s/ Barton R. Peterson
|
Trustee
|
February 27, 2015
|
||
(Barton R. Peterson)
|
||||
/s/ Lee A. Daniels
|
Trustee
|
February 27, 2015
|
||
(Lee A. Daniels)
|
||||
/s/ Gerald W. Grupe
|
Trustee
|
February 27, 2015
|
||
(Gerald W. Grupe)
|
||||
/s/ Charles H. Wurtzebach
|
Trustee
|
February 27, 2015
|
||
(Charles H. Wurtzebach)
|
||||
/s/ Daniel R. Sink
|
Executive Vice President, Chief Financial Officer (Principal Financial Officer)
|
February 27, 2015
|
||
(Daniel R. Sink)
|
||||
/s/ Thomas R. Olinger
|
Senior Vice President, Chief Accounting Officer
|
February 27, 2015
|
||
(Thomas R. Olinger)
|
Page
|
||
Consolidated Financial Statements:
|
||
F-1
|
||
F-2
|
||
F-3
|
||
F-4
|
||
F-5
|
||
F-6
|
||
Financial Statement Schedule:
|
||
F-37
|
||
F-42
|
||
All other schedules for which provision is made in the applicable accounting regulation of the Securities and Exchange Commission are not required under the related instructions or are inapplicable and therefore have been omitted.
|
December 31,
2014
|
December 31,
2013
|
|||||||
Assets:
|
||||||||
Investment properties, at cost
|
$ | 3,732,748 | $ | 1,877,058 | ||||
Less: accumulated depreciation
|
(315,093 | ) | (232,580 | ) | ||||
3,417,655 | 1,644,478 | |||||||
Cash and cash equivalents
|
43,826 | 18,134 | ||||||
Tenant and other receivables, including accrued straight-line rent of $18,630 and $14,490, respectively, net of allowance for uncollectible accounts
|
48,097 | 29,334 | ||||||
Restricted cash and escrow deposits
|
16,171 | 11,046 | ||||||
Deferred costs and intangibles, net
|
159,978 | 56,388 | ||||||
Prepaid and other assets
|
8,847 | 4,547 | ||||||
Assets held for sale (see Note 11)
|
179,642 | — | ||||||
Total Assets
|
$ | 3,874,216 | $ | 1,763,927 | ||||
Liabilities and Equity:
|
||||||||
Mortgage and other indebtedness
|
$ | 1,554,263 | $ | 857,144 | ||||
Accounts payable and accrued expenses
|
75,150 | 61,437 | ||||||
Deferred revenue and intangibles, net, and other liabilities
|
136,409 | 44,313 | ||||||
Liabilities held for sale (see Note 11)
|
81,164 | — | ||||||
Total Liabilities
|
1,846,986 | 962,894 | ||||||
Commitments and contingencies
|
||||||||
Limited Partners’ interests in the Operating Partnership and other redeemable noncontrolling interests
|
125,082 | 43,928 | ||||||
Equity:
|
||||||||
Kite Realty Group Trust Shareholders’ Equity
|
||||||||
Preferred Shares, $.01 par value, 40,000,000 shares authorized, 4,100,000 shares issued and outstanding at December 31, 2014 and 2013, with a liquidation value of $102,500
|
102,500 | 102,500 | ||||||
Common Shares, $.01 par value, 450,000,000 shares authorized, 83,490,663 shares and 32,706,554 shares issued and outstanding at December 31, 2014 and 2013, respectively
|
835 | 327 | ||||||
Additional paid in capital and other
|
2,044,425 | 822,507 | ||||||
Accumulated other comprehensive (loss) income
|
(1,175 | ) | 1,353 | |||||
Accumulated deficit
|
(247,801 | ) | (173,130 | ) | ||||
Total Kite Realty Group Trust Shareholders’ Equity
|
1,898,784 | 753,557 | ||||||
Noncontrolling Interests
|
3,364 | 3,548 | ||||||
Total Equity
|
1,902,148 | 757,105 | ||||||
Total Liabilities and Equity
|
$ | 3,874,216 | $ | 1,763,927 |
Year Ended December 31,
|
||||||||||||
2014
|
2013
|
2012
|
||||||||||
Revenue:
|
||||||||||||
Minimum rent
|
$ | 199,455 | $ | 93,637 | $ | 73,000 | ||||||
Tenant reimbursements
|
52,773 | 24,422 | 19,495 | |||||||||
Other property related revenue
|
7,300 | 11,429 | 4,044 | |||||||||
Total revenue
|
259,528 | 129,488 | 96,539 | |||||||||
Expenses:
|
||||||||||||
Property operating
|
38,703 | 21,729 | 16,756 | |||||||||
Real estate taxes
|
29,947 | 15,263 | 12,858 | |||||||||
General, administrative, and other
|
13,043 | 8,211 | 7,117 | |||||||||
Merger and acquisition costs
|
27,508 | 2,214 | 364 | |||||||||
Litigation charge, net
|
— | — | 1,007 | |||||||||
Depreciation and amortization
|
120,998 | 54,479 | 38,835 | |||||||||
Total expenses
|
230,199 | 101,896 | 76,937 | |||||||||
Operating income
|
29,329 | 27,592 | 19,602 | |||||||||
Interest expense
|
(45,513 | ) | (27,994 | ) | (23,392 | ) | ||||||
Income tax (expense) benefit of taxable REIT subsidiary
|
(24 | ) | (262 | ) | 106 | |||||||
Remeasurement loss on consolidation of Parkside Town Commons, net
|
— | — | (7,980 | ) | ||||||||
Other (expense) income, net
|
(244 | ) | (62 | ) | 209 | |||||||
Loss from continuing operations
|
(16,452 | ) | (726 | ) | (11,455 | ) | ||||||
Discontinued operations:
|
||||||||||||
Operating income from discontinued operations
|
— | 834 | 656 | |||||||||
Impairment charge
|
— | (5,372 | ) | — | ||||||||
Non-cash gain on debt extinguishment
|
— | 1,242 | — | |||||||||
Gain on sales of operating properties, net
|
3,198 | 487 | 7,094 | |||||||||
Income (loss) from discontinued operations
|
3,198 | (2,809 | ) | 7,750 | ||||||||
(Loss) income before gain on sale of operating properties
|
(13,254 | ) | (3,535 | ) | (3,705 | ) | ||||||
Gain on sale of operating properties, net
|
8,578 | — | — | |||||||||
Consolidated net loss
|
(4,676 | ) | (3,535 | ) | (3,705 | ) | ||||||
Net (income) loss attributable to noncontrolling interests
|
(1,025 | ) | 685 | (629 | ) | |||||||
Net loss attributable to Kite Realty Group Trust
|
(5,701 | ) | (2,850 | ) | (4,334 | ) | ||||||
Dividends on preferred shares
|
(8,456 | ) | (8,456 | ) | (7,920 | ) | ||||||
Net loss attributable to common shareholders
|
$ | (14,157 | ) | $ | (11,306 | ) | $ | (12,254 | ) | |||
Net loss per common share – basic & diluted:
|
||||||||||||
Loss from continuing operations attributable to Kite Realty Group Trust common shareholders
|
$ | (0.29 | ) | $ | (0.37 | ) | $ | (1.04 | ) | |||
(Loss) income from discontinued operations attributable to Kite Realty Group Trust common shareholders
|
0.05 | (0.11 | ) | 0.32 | ||||||||
Net loss attributable to Kite Realty Group Trust common shareholders
|
$ | (0.24 | ) | $ | (0.48 | ) | $ | (0.72 | ) | |||
Weighted average common shares outstanding – basic and diluted
|
58,353,448 | 23,535,434 | 16,721,315 | |||||||||
Dividends declared per common share
|
$ | 1.02 | $ | 0.96 | $ | 0.96 | ||||||
Net loss attributable to Kite Realty Group Trust common shareholders:
|
||||||||||||
Loss from continuing operations
|
$ | (17,268 | ) | $ | (8,686 | ) | $ | (17,571 | ) | |||
Income (loss) from discontinued operations
|
3,111 | (2,620 | ) | 5,317 | ||||||||
Net loss attributable to Kite Realty Group Trust common shareholders
|
$ | (14,157 | ) | $ | (11,306 | ) | $ | (12,254 | ) | |||
Consolidated net (loss) income
|
$ | (4,676 | ) | $ | (3,535 | ) | $ | (3,705 | ) | |||
Change in fair value of derivatives
|
(2,621 | ) | 7,136 | (4,002 | ) | |||||||
Total comprehensive (loss) income
|
(7,297 | ) | 3,601 | (7,707 | ) | |||||||
Comprehensive loss (income) attributable to noncontrolling interests
|
(932 | ) | 161 | (361 | ) | |||||||
Comprehensive (loss) income attributable to Kite Realty Group Trust
|
$ | (8,229 | ) | $ | 3,762 | $ | (8,068 | ) |
Preferred Shares
|
Common Shares
|
Additional
Paid-in Capital
|
Accumulated Other
Comprehensive
Income (Loss)
|
Accumulated
Deficit
|
Total
|
||||||||||||||||
Shares
|
Amount
|
Shares
|
Amount
|
||||||||||||||||||
Balances, December 31, 2011
|
2,800,000
|
$
|
70,000
|
15,904,255
|
$
|
159
|
$
|
450,745
|
$
|
(1,525
|
)
|
$
|
(109,504
|
)
|
$
|
409,875
|
|||||
Stock compensation activity
|
—
|
—
|
66,647
|
—
|
982
|
—
|
—
|
982
|
|||||||||||||
Proceeds of preferred share offering, net
|
1,300,000
|
32,500
|
—
|
—
|
(1,180
|
)
|
—
|
—
|
31,320
|
||||||||||||
Issuance of common shares, net
|
—
|
—
|
3,018,750
|
30
|
59,549
|
—
|
—
|
59,579
|
|||||||||||||
Issuance of common shares under at-the-market plan, net
|
—
|
—
|
165,397
|
2
|
3,182
|
—
|
—
|
3,184
|
|||||||||||||
Proceeds from employee share purchase plan
|
—
|
—
|
1,196
|
—
|
23
|
—
|
—
|
23
|
|||||||||||||
Other comprehensive loss attributable to Kite Realty Group Trust
|
—
|
—
|
—
|
—
|
—
|
(3,734
|
)
|
—
|
(3,734
|
)
|
|||||||||||
Distributions declared to common shareholders
|
—
|
—
|
—
|
—
|
—
|
—
|
(16,286
|
)
|
(16,286
|
)
|
|||||||||||
Distributions to preferred shareholders
|
—
|
—
|
—
|
—
|
—
|
—
|
(7,920
|
)
|
(7,920
|
)
|
|||||||||||
Net loss attributable to Kite Realty Group Trust
|
—
|
—
|
—
|
—
|
—
|
—
|
(4,334
|
)
|
(4,334
|
)
|
|||||||||||
Exchange of redeemable noncontrolling interest for common stock
|
—
|
—
|
275,929
|
3
|
5,823
|
—
|
—
|
5,826
|
|||||||||||||
Adjustment to redeemable noncontrolling interests - Operating Partnership |
—
|
—
|
—
|
— |
(5,031
|
) | — | — |
(5,031
|
) | |||||||||||
Balances, December 31, 2012
|
4,100,000
|
$
|
102,500
|
19,432,174
|
$
|
194
|
$
|
514,093
|
$
|
(5,259
|
)
|
$
|
(138,044
|
)
|
$
|
473,484
|
|||||
Stock compensation activity
|
—
|
—
|
169,696
|
2
|
2,508
|
—
|
—
|
2,510
|
|||||||||||||
Issuance of common shares, net
|
—
|
—
|
13,081,250
|
131
|
313,767
|
—
|
—
|
313,898
|
|||||||||||||
Proceeds from employee share purchase plan
|
—
|
—
|
934
|
—
|
22
|
—
|
—
|
22
|
|||||||||||||
Other comprehensive income attributable to Kite Realty Group Trust
|
—
|
—
|
—
|
—
|
—
|
6,612
|
—
|
6,612
|
|||||||||||||
Distributions declared to common shareholders
|
—
|
—
|
—
|
—
|
—
|
—
|
(23,780
|
)
|
(23,780
|
)
|
|||||||||||
Distributions to preferred shareholders
|
—
|
—
|
—
|
—
|
—
|
—
|
(8,456
|
)
|
(8,456
|
)
|
|||||||||||
Net loss attributable to Kite Realty Group Trust
|
—
|
—
|
—
|
—
|
—
|
—
|
(2,850
|
)
|
(2,850
|
)
|
|||||||||||
Exchange of redeemable noncontrolling interest for common stock
|
—
|
—
|
22,500
|
—
|
582
|
—
|
—
|
582
|
|||||||||||||
Adjustments to redeemable noncontrolling interests – Operating Partnership |
—
|
—
|
—
|
—
|
(8,465
|
) | — | — |
(8,465
|
) | |||||||||||
Balances, December 31, 2013
|
4,100,000
|
$
|
102,500
|
32,706,554
|
$
|
327
|
$
|
822,507
|
$
|
1,353
|
$
|
(173,130
|
)
|
$
|
753,557
|
||||||
Common shares issued under employee share purchase plan
|
—
|
—
|
1,812
|
—
|
46
|
—
|
—
|
46
|
|||||||||||||
Common shares issued as part of Merger, net of offering costs
|
—
|
—
|
50,272,308
|
503
|
1,232,684
|
—
|
—
|
1,233,187
|
|||||||||||||
Common shares retired in connection with reverse share split
|
—
|
—
|
(2,436)
|
—
|
(60
|
)
|
—
|
—
|
(60)
|
||||||||||||
Stock compensation activity
|
—
|
—
|
490,425
|
5
|
3,294
|
—
|
—
|
3,299
|
|||||||||||||
Other comprehensive loss attributable to Kite Realty Group Trust
|
—
|
—
|
—
|
—
|
—
|
(2,528
|
)
|
—
|
(2,528)
|
||||||||||||
Distributions declared to common shareholders
|
—
|
—
|
—
|
—
|
—
|
—
|
(60,514)
|
(60,514)
|
|||||||||||||
Distributions to preferred shareholders
|
—
|
—
|
—
|
—
|
—
|
—
|
(8,456)
|
(8,456)
|
|||||||||||||
Net loss attributable to Kite Realty Group Trust
|
—
|
—
|
—
|
—
|
—
|
—
|
(5,701)
|
(5,701)
|
|||||||||||||
Exchange of redeemable noncontrolling interests for common shares
|
—
|
—
|
22,000
|
—
|
567
|
—
|
—
|
567
|
|||||||||||||
Adjustment to redeemable noncontrolling interests
|
—
|
—
|
—
|
—
|
(14,613
|
)
|
—
|
—
|
(14,613)
|
||||||||||||
Balances, December 31, 2014
|
4,100,000
|
$
|
102,500
|
83,490,663
|
$
|
835
|
$
|
2,044,425
|
$
|
(1,175
|
)
|
$
|
(247,801
|
)
|
$
|
1,898,784
|
Year Ended December 31,
|
||||||||||||
2014
|
2013
|
2012
|
||||||||||
Cash flow from operating activities:
|
||||||||||||
Consolidated net loss
|
$ | (4,676 | ) | $ | (3,535 | ) | $ | (3,705 | ) | |||
Adjustments to reconcile consolidated net loss to net cash provided by operating activities:
|
||||||||||||
Remeasurement loss on consolidation of Parkside Town Commons, net
|
— | — | 7,980 | |||||||||
Gain on sale of operating properties, net of tax
|
(11,776 | ) | (487 | ) | (7,094 | ) | ||||||
Impairment charge
|
— | 5,372 | — | |||||||||
Gain on debt extinguishment
|
— | (1,242 | ) | — | ||||||||
Straight-line rent
|
(4,744 | ) | (3,496 | ) | (2,362 | ) | ||||||
Depreciation and amortization
|
123,862 | 57,757 | 43,769 | |||||||||
Provision for credit losses, net of recoveries
|
1,740 | 922 | 859 | |||||||||
Compensation expense for equity awards
|
2,536 | 1,671 | 602 | |||||||||
Amortization of debt fair value adjustment
|
(3,468 | ) | (127 | ) | (118 | ) | ||||||
Amortization of in-place lease liabilities
|
(4,521 | ) | (2,674 | ) | (1,986 | ) | ||||||
Distributions of income from unconsolidated entities
|
— | — | 91 | |||||||||
Changes in assets and liabilities:
|
||||||||||||
Tenant receivables
|
(10,044 | ) | (1,690 | ) | (508 | ) | ||||||
Deferred costs and other assets
|
(5,355 | ) | (9,062 | ) | (7,066 | ) | ||||||
Accounts payable, accrued expenses, deferred revenue, and other liabilities
|
(41,375 | ) | 8,688 | (7,190 | ) | |||||||
Net cash provided by operating activities
|
42,179 | 52,097 | 23,272 | |||||||||
Cash flow from investing activities:
|
||||||||||||
Acquisitions of interests in properties
|
(19,744 | ) | (407,215 | ) | (65,909 | ) | ||||||
Capital expenditures, net
|
(94,553 | ) | (112,581 | ) | (114,153 | ) | ||||||
Net proceeds from sales of operating properties
|
191,126 | 7,293 | 87,385 | |||||||||
Net proceeds from sales of marketable securities acquired from Merger
|
18,601 | — | — | |||||||||
Net cash received from Merger
|
108,666 | — | — | |||||||||
Change in construction payables
|
(14,950 | ) | (2,396 | ) | 20,830 | |||||||
Payment on seller earnouts
|
(2,762 | ) | — | — | ||||||||
Collection of note receivable
|
542 | — | — | |||||||||
Contributions to unconsolidated entities
|
— | — | (150 | ) | ||||||||
Distributions of capital from unconsolidated entities
|
— | — | 372 | |||||||||
Net cash provided by (used in) investing activities
|
186,926 | (514,899 | ) | (71,625 | ) | |||||||
Cash flow from financing activities:
|
||||||||||||
Common share issuance proceeds, net of costs
|
(14 | ) | 314,771 | 63,038 | ||||||||
Offering costs
|
(1,966 | ) | — | — | ||||||||
Preferred share issuance proceeds, net of costs
|
— | — | 31,320 | |||||||||
Loan proceeds
|
146,495 | 528,590 | 308,955 | |||||||||
Loan transaction costs
|
(4,256 | ) | (2,138 | ) | (2,234 | ) | ||||||
Loan payments and related financing escrow
|
(285,244 | ) | (342,033 | ) | (322,647 | ) | ||||||
Distributions paid – common shareholders
|
(46,656 | ) | (20,594 | ) | (15,440 | ) | ||||||
Distributions paid – preferred shareholders
|
(8,456 | ) | (8,456 | ) | (7,696 | ) | ||||||
Distributions paid – redeemable noncontrolling interests
|
(2,992 | ) | (1,579 | ) | (1,811 | ) | ||||||
Distributions to noncontrolling interests
|
(324 | ) | (108 | ) | (2,692 | ) | ||||||
Net cash (used in) provided by financing activities
|
(203,413 | ) | 468,453 | 50,793 | ||||||||
Increase in cash and cash equivalents
|
25,692 | 5,651 | 2,440 | |||||||||
Cash and cash equivalents, beginning of year
|
18,134 | 12,483 | 10,043 | |||||||||
Cash and cash equivalents, end of year
|
$ | 43,826 | $ | 18,134 | $ | 12,483 | ||||||
Supplemental disclosures
|
||||||||||||
Cash paid for interest, net of capitalized interest
|
$ | 48,526 | $ | 31,577 | $ | 24,789 | ||||||
Cash paid for taxes
|
$ | 87 | $ | 45 | $ | 150 |
Balance at
|
|||||||
December 31,
2014
|
December 31,
2013
|
||||||
Investment properties, at cost:
|
|||||||
Land
|
$ | 778,780 | $ | 333,458 | |||
Buildings and improvements
|
2,785,780 | 1,351,642 | |||||
Furniture, equipment and other
|
6,398 | 4,970 | |||||
Land held for development
|
35,907 | 56,079 | |||||
Construction in progress
|
125,883 | 130,909 | |||||
$ | 3,732,748 | $ | 1,877,058 |
|
·
|
our 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 comparable market data, real estate tax assessments, independent appraisals or other relevant data;
|
·
|
above-market and below-market in-place lease values for acquired properties 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. Should a tenant vacate, terminate its lease, or otherwise notify us of its intent to do so, the unamortized portion of the lease intangibles would be charged or credited to income; and
|
·
|
the value of leases acquired. We utilize independent and internal sources for our estimates to determine the respective in-place lease values. Our estimates of value are made using methods similar to those used by independent appraisers. Factors we consider in our analysis include an estimate of costs to execute similar leases including tenant improvements, leasing commissions and foregone costs 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.
|
·
|
the fair value of any assumed financing that is determined to be above or below market terms. We utilize third party and independent sources for our estimates to determine the respective fair value of each mortgage payable. The fair market value of each mortgage payable is amortized to interest expense over the remaining initial terms of the respective loan.
|
2014
|
2013
|
2012
|
||||||||||
Balance, beginning of year
|
$ | 1,328 | $ | 755 | $ | 1,335 | ||||||
Provision for credit losses, net of recoveries
|
1,740 | 922 | 858 | |||||||||
Accounts written off
|
(635 | ) | (349 | ) | (1,438 | ) | ||||||
Balance, end of year
|
$ | 2,433 | $ | 1,328 | $ | 755 |
2014
|
2013
|
2012
|
||||||||||
Noncontrolling interests balance January 1
|
$ | 3,548 | $ | 3,535 | $ | 4,250 | ||||||
Net income allocable to noncontrolling interests,
excluding redeemable noncontrolling interests
|
140 | 121 | 1,977 | |||||||||
Distributions to noncontrolling interests
|
(324 | ) | (108 | ) | (2,692 | ) | ||||||
Noncontrolling interests balance at December 31
|
$ | 3,364 | $ | 3,548 | $ | 3,535 |
Year Ended December 31,
|
||||||||||||
2014
|
2013
|
2012
|
||||||||||
Company’s weighted average basic interest in Operating Partnership
|
97.2 | % | 93.3 | % | 90.1 | % | ||||||
Limited partner’s redeemable noncontrolling weighted average basic interests in Operating Partnership
|
2.8 | % | 6.7 | % | 9.9 | % |
December 31,
|
||||||||
2014
|
2013
|
|||||||
Company’s interest in Operating Partnership
|
98.1 | % | 95.2 | % | ||||
Redeemable noncontrolling interests in Operating Partnership
|
1.9 | % | 4.8 | % |
2014
|
2013
|
2012
|
||||||||||
Redeemable noncontrolling interests balance January 1
|
$ | 43,928 | $ | 37,670 | $ | 41,837 | ||||||
Acquired redeemable noncontrolling interests from merger
|
69,356 | — | — | |||||||||
Net income (loss) allocable to redeemable noncontrolling
interests
|
891 | (806 | ) | (1,348 | ) | |||||||
Distributions declared to redeemable noncontrolling interests
|
(3,021 | ) | (1,587 | ) | (1,748 | ) | ||||||
Other comprehensive (loss) income allocable to redeemable
noncontrolling interests
1
|
(93 | ) | 525 | (268 | ) | |||||||
Exchange of redeemable noncontrolling interest for
common stock
|
(567 | ) | (584 | ) | (5,834 | ) | ||||||
Adjustment to redeemable noncontrolling interests
|
14,588 | 8,710 | 5,031 | |||||||||
Total Limited partners' interests in Operating Partnership
and other redeemable noncontrolling interests balance at
December 31
|
$ | 125,082 | $ | 43,928 | $ | 37,670 | ||||||
Limited partners' interests in Operating Partnership
|
$ | 47,320 | $ | 43,928 | $ | 37,670 | ||||||
Other redeemable noncontrolling interests in certain
subsidiaries
|
77,762 | — | — | |||||||||
Total limited partners' interests in Operating Partnership
and other redeemable noncontrolling interests balance at
December 31
|
$ | 125,082 | $ | 43,928 | $ | 37,670 |
____________________
|
|
1
|
Represents the noncontrolling interests’ share of the changes in the fair value of derivative instruments accounted for as cash flow hedges (see Note 13).
|
2014
|
2013
|
2012
|
||||||||||
Accumulated comprehensive income (loss) balance at
January 1
|
$ | 69 | $ | (456 | ) | $ | (188 | ) | ||||
Other comprehensive (loss) income allocable to noncontrolling interests
1
|
(93 | ) | 525 | (268 | ) | |||||||
Accumulated comprehensive (loss) income balance at
December 31
|
$ | (24 | ) | $ | 69 | $ | (456 | ) |
____________________
|
|
1
|
Represents the noncontrolling interests’ share of the changes in the fair value of derivative instruments accounted for as cash flow hedges (see Note 13).
|
Options
|
Weighted-Average
Exercise Price
|
|||||||
Outstanding at January 1, 2014
|
386,803 | $ | 40.00 | |||||
Granted
|
— | — | ||||||
Exercised
|
(3,313 | ) | 14.40 | |||||
Expired
|
(134,287 | ) | 52.00 | |||||
Forfeited
|
(212 | ) | 20.76 | |||||
Outstanding at December 31, 2014
|
248,991 | $ | 33.88 | |||||
Exercisable at December 31, 2014
|
243,686 | $ | 34.16 | |||||
Exercisable at December 31, 2013
|
369,617 | $ | 41.00 |
Options
|
Aggregate Intrinsic Value
|
Weighted-Average Remaining
Contractual Term (in years)
|
||||
Outstanding at December 31, 2014
|
248,991
|
$
|
1,626,483
|
3.70
|
||
Exercisable at December 31, 2014
|
243,686
|
$
|
1,583,398
|
3.68
|
Restricted
Shares
|
Weighted Average
Grant Date Fair
Value per share
|
|||||||
Restricted shares outstanding at January 1, 2014
|
181,397 | $ | 23.79 | |||||
Shares granted
|
499,436 | 22.62 | ||||||
Shares forfeited
|
(2,388 | ) | 22.82 | |||||
Shares vested
|
(62,992 | ) | 23.50 | |||||
Restricted shares outstanding at December 31, 2014
|
615,453 | $ | 22.87 |
2014
|
2013
|
|||||||
Deferred financing costs
|
$ | 14,575 | $ | 11,293 | ||||
Acquired lease intangible assets
|
142,823 | 24,930 | ||||||
Deferred leasing costs and other
|
48,149 | 41,626 | ||||||
205,547 | 77,849 | |||||||
Less—accumulated amortization
|
(36,583 | ) | (21,461 | ) | ||||
Total
|
168,964 | 56,388 | ||||||
Deferred costs, net – properties held for sale
|
(8,986 | ) |
─
|
|||||
Total
|
$ | 159,978 | $ | 56,388 |
2015
|
$ | 22,554 | |
2016
|
19,874 | ||
2017
|
16,463 | ||
2018
|
11,576 | ||
2019
|
7,920 | ||
Thereafter
|
41,255 | ||
Total (1)
|
$ | 119,642 |
____________________
|
|
1
|
Total excludes deferred costs and intangibles, net related to properties held for sale.
|
For the year ended December 31,
|
||||||||||||
2014
|
2013
|
2012
|
||||||||||
Amortization of deferred financing costs
|
$ | 2,864 | $ | 2,434 | $ | 1,971 | ||||||
Amortization of deferred leasing costs, lease intangibles and other, excluding amortization of above market leases
|
$ | 17,291 | $ | 5,605 | $ | 3,927 |
2014
|
2013
|
|||||||
Unamortized in-place lease liabilities
|
$ | 125,336 | $ | 36,173 | ||||
Retainages payable and other
|
2,852 | 2,983 | ||||||
Seller earnout (Note 17)
|
9,664 |
─
|
||||||
Tenant rents received in advance
|
10,841 | 5,158 | ||||||
Total
|
148,693 | 44,314 | ||||||
Deferred revenue, intangibles, net and other liabilities – liabilities held for sale
|
(12,284 | ) |
─
|
|||||
Total
|
$ | 136,409 | $ | 44,314 |
2015
|
$ | 8,212 | ||
2016
|
7,527 | |||
2017
|
6,838 | |||
2018
|
6,254 | |||
2019
|
5,796 | |||
Thereafter
|
78,784 | |||
Total
|
$ | 113,411 |
____________________
|
|
1
|
Total excludes deferred revenue, intangibles, net and other liabilities related to properties held for sale.
|
Property Name
|
MSA
|
Acquisition Date
|
Acquisition Cost (Millions) | ||||
Merger with Inland Diversified
|
Various
|
July 2014
|
$ |
2,128.6
|
|||
Rampart Commons
|
Las Vegas, NV
|
December 2014
|
32.3
|
Assets:
|
||||
Investment properties, net
|
$ | 2,095,567 | ||
Deferred costs, net
|
143,210 | |||
Investments in marketable securities
|
18,602 | |||
Cash and cash equivalents
|
108,666 | |||
Accounts receivable, prepaid expenses, and other
|
20,157 | |||
Total assets
|
$ | 2,386,202 | ||
Liabilities:
|
||||
Mortgage and other indebtedness, including debt premium of $33,300
|
$ | 892,909 | ||
Deferred revenue and other liabilities
|
129,935 | |||
Accounts payable and accrued expenses
|
59,314 | |||
Total Liabilities
|
1,082,158 | |||
Noncontrolling interests
|
69,356 | |||
Common stock issued
|
1,234,688 | |||
Total allocated purchase price
|
$ | 2,386,202 |
Year ended December 31, 2014
|
||||
Revenue
|
$ | 92,212 | ||
Expenses:
|
||||
Property operating
|
14,262 | |||
Real estate taxes and other
|
11,254 | |||
Depreciation and amortization
|
43,257 | |||
Interest expense
|
14,845 | |||
Total expenses
|
83,618 | |||
Gain on sale and other (1)
|
2,153 | |||
Net income impact from 2014 acquisitions prior to income allocable to noncontrolling interests
|
10,747 | |||
Income allocable to noncontrolling interests
|
(1,284 | ) | ||
Impact from 2014 acquisitions on income attributable to Kite Realty Trust
|
$ | 9,463 |
____________________
|
|
1
|
We sold eight properties that were acquired through the Merger in November and December 2014.
|
Twelve Months Ended
December 31,
(unaudited)
|
|||||||
2014
|
2013
|
||||||
Total revenue
|
$
|
355,716
|
$
|
357,506
|
|||
Consolidated net income
|
26,911
|
2,219
|
Property Name
|
MSA
|
Acquisition Date
|
Contract Purchase Price (Millions) | ||||
Shoppes of Eastwood
|
Orlando, FL
|
January 2013
|
$ |
11.6
|
|||
Cool Springs Market
|
Nashville, TN
|
April 2013
|
37.6
|
||||
Castleton Crossing
|
Indianapolis, IN
|
May 2013
|
39.0
|
||||
Toringdon Market
|
Charlotte, NC
|
August 2013
|
15.9
|
||||
Nine Property Portfolio
|
Various
|
November 2013
|
304.0
|
Allocation to opening balance sheet
|
||||
Investment properties, net
|
$ | 419,080 | ||
Lease-related intangible assets
|
19,537 | |||
Other assets
|
293 | |||
Total acquired assets
|
438,910 | |||
Accounts payable and accrued expenses
|
2,204 | |||
Deferred revenue and other liabilities
|
29,291 | |||
Total assumed liabilities
|
31,495 | |||
Fair value of acquired net assets
|
$ | 407,415 |
Property Name
|
MSA
|
Acquisition Date
|
Contract Purchase Price (Millions) | ||||
Cove Center
|
Stuart, FL
|
June 2012
|
$ |
22.1
|
|||
12
th
Street Plaza
|
Vero Beach, FL
|
July 2012
|
15.2
|
||||
Plaza Green
|
Greenville, SC
|
December 2012
|
28.8
|
||||
Publix at Woodruff
|
Greenville, SC
|
December 2012
|
9.1
|
Allocation to opening balance sheet
|
||||
Investment properties, net
|
$ | 76,531 | ||
Lease-related intangible assets
|
2,209 | |||
Other assets
|
8 | |||
Total acquired assets
|
78,748 | |||
Secured debt
|
8,086 | |||
Deferred revenue and other liabilities
|
4,952 | |||
Total assumed liabilities
|
13,038 | |||
Fair value of acquired net assets
|
$ | 65,710 |
Property Name
|
MSA
|
Tranche I:
|
|
Copps Grocery
|
Stevens Point, WI
|
Fox Point
|
Neenah, WI
|
Harvest Square
|
Harvest, AL
|
Landing at Ocean Isle Beach
|
Ocean Isle Beach, NC
|
Branson Hills Plaza
|
Branson, MO
|
Shoppes at Branson Hills
|
Branson, MO
|
Shoppes at Prairie Ridge
|
Pleasant Prairie, WI
|
Heritage Square
|
Conyers, GA
|
Tranche II:
|
|
Eastside Junction
1
|
Athens, AL
|
Fairgrounds Crossing
|
Hot Springs, AR
|
Hawk Ridge
|
Saint Louis, MO
|
Prattville Town Center
|
Prattville, AL
|
Regal Court
|
Shreveport, LA
|
Whispering Ridge
|
Omaha, NE
|
Walgreens Plaza
|
Jacksonville, NC
|
____________________
|
|
1
|
The anchor tenant exercised its right of first offer to purchase the property. Subsequent to this exercise, the anchor tenant decided not to purchase the property and Inland Real Estate will instead acquire the property as part of Tranche II.
|
December 31,
|
||||
2014
|
||||
Assets:
|
||||
Investment properties, at cost
|
$ | 170,782 | ||
Less: accumulated depreciation
|
(1,313 | ) | ||
169,469 | ||||
Accounts receivable, prepaids and other assets
|
1,187 | |||
Deferred costs and intangibles, net
|
8,986 | |||
Total assets held for sale
|
$ | 179,642 | ||
Liabilities:
|
||||
Mortgage and other indebtedness, including net premium
|
$ | 67,452 | ||
Accounts payable and accrued expenses
|
1,428 | |||
Deferred revenue, intangibles and other liabilities
|
12,284 | |||
Total liabilities held for sale
|
$ | 81,164 |
Six Months Ended
December 31,
|
||
2014
|
||
Revenue:
|
||
Minimum rent
1
|
$ | 11,320 |
Tenant reimbursements
|
2,279 | |
Total revenue
|
13,599 | |
Expenses:
|
||
Property operating
|
1,958 | |
Real estate taxes
|
1,372 | |
Depreciation and amortization
|
2,365 | |
Total expenses
|
5,695 | |
Operating income
|
7,904 | |
Interest expense
|
(2,703 | |
Income from continuing operations
|
$ | 5,201 |
____________________
|
|
1
|
Minimum rent includes $0.3 million of non-cash straight-line and market rent revenue.
|
·
|
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,
|
||||||||||||
2014
|
2013
|
2012
|
||||||||||
Revenue
|
$ | — | $ | 2,565 | $ | 8,839 | ||||||
Expenses:
|
||||||||||||
Property operating
|
— | 117 | 1,081 | |||||||||
Real estate taxes and other
|
— | 199 | 1,230 | |||||||||
Depreciation and amortization
|
— | 844 | 2,963 | |||||||||
Impairment charge
|
— | 5,372 | — | |||||||||
Total expenses
|
— | 6,532 | 5,274 | |||||||||
Operating income (loss)
|
— | (3,967 | ) | 3,565 | ||||||||
Interest expense
|
— | (571 | ) | (2,909 | ) | |||||||
Income (loss) from discontinued operations
|
— | (4,538 | ) | 656 | ||||||||
Gain on debt extinguishment
|
— | 1,242 | — | |||||||||
Gain on sale of operating properties, net
|
3,198 | 487 | 7,094 | |||||||||
Total income (loss) from discontinued operations
|
$ | 3,198 | $ | (2,809 | ) | $ | 7,750 | |||||
Income (loss) from discontinued operations attributable to Kite Realty Group Trust common shareholders
|
$ | 3,111 | $ | (2,620 | ) | $ | 5,317 | |||||
Income (loss) from discontinued operations attributable to noncontrolling interests
|
87 | (189 | ) | 2,433 | ||||||||
Total income (loss) from discontinued operations
|
$ | 3,198 | $ | (2,809 | ) | $ | 7,750 |
Balance at December 31,
|
||||||||
Description
|
2014
|
2013
|
||||||
Unsecured Revolving Credit Facility
|
||||||||
Matures July 2018
1
; maximum borrowing level of $500 million and $200 million available at December 31, 2014 and 2013, respectively; interest at LIBOR + 1.40%
2
or 1.57% at December 31, 2014 and interest at LIBOR + 1.95%
2
or 2.12% at December 31, 2013
|
$ | 160,000 | $ | 145,000 | ||||
Unsecured Term Loan
|
||||||||
Matures July 2019
3
; interest at LIBOR + 1.35%
2
or 1.52% at December 31, 2014 and interest at LIBOR + 1.80%
2
or 1.97% at December 31, 2013
|
230,000 | 230,000 | ||||||
Construction Loans—Variable Rate
|
||||||||
Generally interest only; maturing at various dates through 2016; interest at LIBOR+1.75%-2.10%, ranging from 1.92% to 2.27% at December 31, 2014 and interest at LIBOR+2.00%- 2.50%, ranging from 2.17% to 2.67% at December 31, 2013
|
119,347 | 144,389 | ||||||
Mortgage Notes Payable—Fixed Rate
|
||||||||
Generally due in monthly installments of principal and interest; maturing at various dates through 2030; interest rates ranging from 3.81% to 6.78% at December 31, 2014 and interest rates ranging from 5.42% to 6.78% at December 31, 2013
|
810,959 | 276,504 | ||||||
Mortgage Notes Payable—Variable Rate
|
||||||||
Due in monthly installments of principal and interest; maturing at various dates through 2022; interest at LIBOR + 1.75%-2.75%, ranging from 1.92% to 2.92% at December 31, 2014 and interest at LIBOR + 1.25%-2.94%, ranging from 1.42 % to 3.11% at December 31, 2013
|
205,798 | 61,186 | ||||||
Net premium on acquired indebtedness
|
28,159 | 65 | ||||||
Total mortgage and other indebtedness
|
$ | 1,554,263 | $ | 857,144 |
____________________
|
|
1
|
The maturity date may be extended
at the Company’s option for up to two additional periods of six months each,
subject to certain conditions.
|
2
|
The rate on our unsecured revolving credit facility and unsecured term loan varied at certain parts of the year due to provisions in the agreement and the amendment and restatement of the agreement.
|
3
|
The maturity date may be extended for an additional six months at the Company’s option subject to certain conditions.
|
·
|
In January 2014, we paid off the $4.0 million loan secured by the 50th and 12th operating property using a portion of the proceeds from the sale of the property (see Note 11);
|
·
|
In March 2014, we refinanced the $6.9 million Beacon Hill variable rate loan and extended the maturity of the loan to April 2018;
|
·
|
In July 2014, as a result of the Merger, we assumed $859.6 million in debt secured by 41 properties. As part of the purchase price allocation, a debt premium of $33.3 million was recorded. The variable interest rates on these mortgage loans are based on LIBOR plus spreads ranging from 175 to 275 basis points and mature over various terms through 2022. The fixed interest rates on these mortgage loans range from 3.81% to 6.19% and mature over various terms through 2022;
|
·
|
In July 2014, we retired the $17.7 million loan secured by our Rangeline Crossing operating property, the $18.9 million loan secured by our Four Corner Square operating property and the $5.0 million loan secured by land at 951 and 41 in Naples, Florida using cash acquired as part of the Merger;
|
·
|
In September 2014, we retired the $4.5 million loan secured by the Zionsville Walgreens operating property upon the sale of the asset (see Note 11);
|
·
|
In December 2014, in connection with the sale of Tranche I, Inland Real Estate assumed $75.8 million of our secured loans associated with Shoppes at Prairie Ridge, Fox Point, Harvest Square, Heritage Square, The Shoppes at Branson Hills and Copp’s Grocery;
|
·
|
In December 2014, we paid down $4.0 million on the loan secured by Delray Marketplace operating property and refinanced the remaining $55.3 million variable rate loan and extended the maturity of the loan to November 2016;
|
·
|
In December 2014, we retired the $15.8 million loan secured by our Eastgate Pavilion operating property, the $1.9 million loan secured by our Bridgewater Marketplace operating property, the $34.0 million loan secured by our Holly Springs – Phase I development property and the $15.2 million loan secured by Wheatland Town Crossing utilizing a portion of proceeds from property sales;
|
·
|
In December 2014, in connection with the acquisition of Rampart Commons, we assumed a $12.4 million fixed rate mortgage. As part of the purchase price allocation, a debt premium of $2.2 million was recorded;
|
·
|
In 2014, we drew $66.7 million on the unsecured revolving credit facility to fund the acquisition of Rampart Commons, redevelopment and tenant improvement costs;
|
·
|
In 2014, we paid down $51.7 million on the unsecured revolving credit facility utilizing a portion of proceeds from property sales and cash on hand;
|
·
|
In 2014, we drew $50.8 million on construction loans related to development projects; and
|
·
|
We made scheduled principal payments on indebtedness totaling $6.5 million.
|
Annual Principal Payments
|
Term Maturity
|
Total
|
||||||||
2015
|
$
|
6,558
|
$
|
112,347
|
$
|
118,905
|
||||
2016
|
5,708
|
247,613
|
253,321
|
|||||||
2017
|
4,998
|
50,026
|
55,024
|
|||||||
2018
1
|
5,060
|
68,694
|
73,754
|
|||||||
2019
2
|
4,932
|
160,000
|
164,932
|
|||||||
Thereafter |
16,678
|
843,490 | 860,168 | |||||||
$
|
43,934
|
$
|
1,482,170
|
$
|
1,526,104
|
|||||
Unamortized Premiums
|
28,159
|
|||||||||
Total
|
$
|
1,554,263
|
____________________
|
|
1
|
Includes our unsecured revolving credit facility. We have the option to extend the maturity date by one year to July 1, 2019, subject to certain conditions.
|
2
|
Includes our unsecured Term Loan. We have the option to extend the maturity date by six months to January 1, 2020, subject to certain conditions.
|
Year ended December 31,
|
||||||||||||
2014
|
2013
|
2012
|
||||||||||
Net loss attributable to Kite Realty Group Trust
|
$ | (5,701 | ) | $ | (2,850 | ) | $ | (4,334 | ) | |||
Other comprehensive (loss) income allocable to Kite Realty Group Trust
1
|
(2,528 | ) | 6,612 | (3,734 | ) | |||||||
Comprehensive (loss) income attributable to Kite Realty Group Trust
|
$ | (8,229 | ) | $ | 3,762 | $ | (8,068 | ) |
____________________
|
|
1
|
Reflects our share of the net change in the fair value of derivative instruments accounted for as cash flow hedges.
|
2015
|
$ | 244,346 | ||
2016
|
227,745 | |||
2017
|
206,650 | |||
2018
|
172,285 | |||
2019
|
142,950 | |||
Thereafter
|
805,224 | |||
Total
|
$ | 1,799,200 |
2015
|
$ | 543 | ||
2016
|
511 | |||
2017
|
511 | |||
2018
|
149 | |||
2019
|
121 | |||
Thereafter
|
7,893 | |||
Total
|
$ | 9,728 |
Quarter Ended
March 31,
2014
|
Quarter Ended
June 30,
2014
|
Quarter Ended
September 30,
2014
|
Quarter Ended
December 31,
2014
|
||||||||||
Total revenue
|
$
|
42,660
|
$
|
40,843
|
$
|
88,576
|
$
|
87,448
|
|||||
Operating income
|
5,206
|
4,319
|
(1,316
|
)
|
21,120
|
||||||||
(Loss) income from continuing operations
|
(2,217)
|
(3,196
|
)
|
(16,729
|
)
|
5,786
|
|||||||
Income (loss) from discontinued operations
|
3,198
|
—
|
—
|
—
|
|||||||||
Gain on sale of operating properties, net
|
3,490
|
—
|
2,749
|
2,243
|
|||||||||
Consolidated net income (loss)
|
4,471
|
(3,196
|
)
|
(13,980
|
)
|
8,029
|
|||||||
Net income (loss) from continuing operations attributable to Kite Realty Group Trust common shareholders
|
4,332
|
(2,976
|
)
|
(14,284
|
)
|
7,227
|
|||||||
Net income (loss) attributable to Kite Realty Group Trust common shareholders
|
2,218
|
(5,090
|
)
|
(16,398
|
)
|
5,113
|
|||||||
Net (loss) income per common share – basic and diluted:
|
|||||||||||||
Net (loss) income from continuing operations attributable to Kite Realty Group Trust common shareholders
|
(0.00
|
)
|
(0.16
|
)
|
(0.20
|
)
|
0.06
|
||||||
Net income (loss) attributable to Kite Realty Group Trust common shareholders
|
0.08
|
(0.16
|
)
|
(0.20
|
)
|
0.06
|
|||||||
Weighted average Common Shares outstanding - basic
|
32,755,898
|
32,884,467
|
83,455,900
|
83,478,680
|
|||||||||
Weighted average Common Shares outstanding - diluted
|
32,755,898
|
32,884,467
|
83,455,900
|
83,727,400
|
Six Months Ended
December 31, 2014
|
||||
Earnout liability – beginning of period
|
$ | 16,593 | ||
Decreases:
|
||||
Payments to settle earnouts
|
(6,929 | ) | ||
Earnout liability – end of period
|
$ | 9,664 |
Year Ended
December 31,
|
||||||||||||
2014
|
2013
|
2012
|
||||||||||
Assumption of mortgages upon completion of Merger including debt premium of $33,298
|
$ | 892,909 | $ | — | $ | — | ||||||
Properties and other assets acquired upon completion of Merger
|
2,367,600 | — | — | |||||||||
Marketable securities acquired upon completion of Merger
|
18,602 | — | — | |||||||||
Assumption of debt in connection with acquisition of Rampart Commons including debt premium of $2,221
|
14,586 | — | — | |||||||||
Accrued distribution to preferred shareholders
|
705 | 705 | 705 | |||||||||
Extinguishment of mortgages upon transfer of Tranche I operating properties
|
75,800 | — | — | |||||||||
Payable due to PREI in connection with consolidation of Parkside Town Commons
|
— | — | 4,925 | |||||||||
Assumption of debt in connection with consolidation of Parkside Town Commons
|
— | — | 14,440 | |||||||||
Assumption of debt in connection with acquisition of 12
th
Street Plaza
|
— | — | 8,086 | |||||||||
Extinguishment of mortgage upon transfer of Kedron Village operating property
|
— | 29,195 | — | |||||||||
Net assets of Kedron Village transferred to lender (excluding non-recourse debt)
|
— | 27,953 | — |
Initial Cost |
Cost Capitalized
Subsequent to Acquisition/Development
|
Gross Carrying Amount
Close of Period
|
||||||||||||||||||||||||||||||||||||||||||
Building &
|
Building &
|
Building &
|
Accumulated
|
Year Built /
|
Year
|
|||||||||||||||||||||||||||||||||||||||
Name
|
Encumbrances
|
Land
|
Improvements
|
Land
|
Improvements
|
Land
|
Improvements
|
Total
|
Depreciation
|
Renovated
|
Acquired
|
|||||||||||||||||||||||||||||||||
Operating Properties
|
||||||||||||||||||||||||||||||||||||||||||||
12th Street Plaza *
|
$ | - | $ | 2,624,000 | $ | 13,792,742 | $ | - | $ | 156,305 | $ | 2,624,000 | $ | 13,949,047 | $ | 16,573,047 | $ | 1,769,519 | 1978/2003 | 2012 | ||||||||||||||||||||||||
54th & College *
|
- | 2,671,501 | - | - | - | 2,671,501 | - | 2,671,501 | - | 2008 |
NA
|
|||||||||||||||||||||||||||||||||
Bayonne Crossing
|
45,000,000 | 47,809,419 | 44,297,012 | - | - | 47,809,419 | 44,297,012 | 92,106,431 | 971,800 | 2011 | 2014 | |||||||||||||||||||||||||||||||||
Bayport Commons
|
12,543,013 | 7,868,354 | 21,904,423 | - | 1,325,220 | 7,868,354 | 23,229,643 | 31,097,997 | 4,215,310 | 2008 |
NA
|
|||||||||||||||||||||||||||||||||
Beacon Hill Shopping Center
|
6,691,350 | 3,293,393 | 13,528,339 | - | 500,121 | 3,293,393 | 14,028,460 | 17,321,853 | 2,755,575 | 2006 |
NA
|
|||||||||||||||||||||||||||||||||
Beechwood Promenade *
|
- | 2,733,793 | 45,024,812 | - | 463,166 | 2,733,793 | 45,487,978 | 48,221,771 | 2,658,329 | 1961 | 2013 | |||||||||||||||||||||||||||||||||
Bell Oaks Centre
|
6,547,500 | 1,230,349 | 12,746,077 | - | - | 1,230,349 | 12,746,077 | 13,976,426 | 323,659 | 2008 | 2014 | |||||||||||||||||||||||||||||||||
Bolton Plaza *
|
- | 3,733,426 | 18,994,585 | - | - | 3,733,426 | 18,994,585 | 22,728,011 | 5,598,193 | 1986/2014 | N/A | |||||||||||||||||||||||||||||||||
Boulevard Crossing
|
13,028,887 | 4,385,525 | 9,733,163 | - | 1,860,882 | 4,385,525 | 11,594,045 | 15,979,570 | 3,802,071 | 2004 |
NA
|
|||||||||||||||||||||||||||||||||
Bridgewater Marketplace *
|
- | 3,406,641 | 8,694,181 | - | 21,811 | 3,406,641 | 8,715,992 | 12,122,633 | 1,803,858 | 2008 |
NA
|
|||||||||||||||||||||||||||||||||
Burlington Coat Factory *
|
- | 29,000 | 2,772,992 | - | - | 29,000 | 2,772,992 | 2,801,992 | 943,945 | 1992/2000 | 2000 | |||||||||||||||||||||||||||||||||
Burnt Store Promenade *
|
- | 5,112,244 | 6,242,900 | - | 34,508 | 5,112,244 | 6,277,408 | 11,389,652 | 671,798 | 1989 | 2013 | |||||||||||||||||||||||||||||||||
Cannery Corner
|
- | 6,266,907 | 10,558,916 | - | - | 6,266,907 | 10,558,916 | 16,825,823 | 264,218 | 2008 | 2014 | |||||||||||||||||||||||||||||||||
Castleton Crossing *
|
- | 9,750,000 | 29,399,817 | 10,951 | 70,039 | 9,760,951 | 29,469,856 | 39,230,807 | 2,893,638 | 1975 | 2013 | |||||||||||||||||||||||||||||||||
Centennial Center
|
70,455,000 | 58,960,380 | 73,083,777 | - | 159,056 | 58,960,380 | 73,242,834 | 132,203,214 | 2,827,887 | 2002 | 2014 | |||||||||||||||||||||||||||||||||
Centennial Gateway
|
29,975,000 | 5,305,419 | 49,401,592 | - | - | 5,305,419 | 49,401,592 | 54,707,011 | 1,363,228 | 2005 | 2014 | |||||||||||||||||||||||||||||||||
Centre at Panola *
|
2,608,165 | 1,985,975 | 8,203,018 | - | 108,126 | 1,985,975 | 8,311,144 | 10,297,119 | 2,839,757 | 2001 | 2004 | |||||||||||||||||||||||||||||||||
Centre Point Commons
|
14,410,000 | 2,918,234 | 22,812,928 | - | - | 2,918,234 | 22,812,928 | 25,731,162 | 552,692 | 2007 | 2014 | |||||||||||||||||||||||||||||||||
City Center
|
90,000,000 | 20,564,529 | 161,746,271 | - | 34,878 | 20,564,529 | 161,781,149 | 182,345,678 | 3,523,700 | 2004 | 2014 | |||||||||||||||||||||||||||||||||
Clay Marketplace *
|
- | 1,398,101 | 8,769,762 | - | 220 | 1,398,101 | 8,769,982 | 10,168,083 | 534,536 | 1966/2003 | 2013 | |||||||||||||||||||||||||||||||||
Cobblestone Plaza *
|
- | 11,221,414 | 46,580,145 | - | - | 11,221,414 | 46,580,145 | 57,801,559 | 5,802,914 | 2011 |
NA
|
|||||||||||||||||||||||||||||||||
Colonial Square
|
18,140,000 | 11,743,004 | 31,584,200 | - | - | 11,743,004 | 31,584,200 | 43,327,204 | 629,951 | 2010 | 2014 | |||||||||||||||||||||||||||||||||
Cool Creek Commons
|
16,625,704 | 6,062,351 | 14,830,282 | - | 850,965 | 6,062,351 | 15,681,247 | 21,743,598 | 5,198,510 | 2005 |
NA
|
|||||||||||||||||||||||||||||||||
Cool Springs Market *
|
- | 12,684,400 | 23,694,836 | - | 141,569 | 12,684,400 | 23,836,405 | 36,520,805 | 3,051,082 | 1995 | 2013 | |||||||||||||||||||||||||||||||||
Cornelius Gateway
|
- | 1,249,447 | 3,655,222 | - | - | 1,249,447 | 3,655,222 | 4,904,669 | 773,032 | 2006 |
NA
|
|||||||||||||||||||||||||||||||||
Cove Center *
|
- | 2,035,770 | 19,884,204 | - | 419,658 | 2,035,770 | 20,303,862 | 22,339,632 | 5,230,117 | 1984/2008 | 2012 | |||||||||||||||||||||||||||||||||
Crossing at Killingly Commons
|
33,000,000 | 21,999,344 | 35,264,186 | - | - | 21,999,344 | 35,264,186 | 57,263,530 | 876,522 | 2010 | 2014 | |||||||||||||||||||||||||||||||||
Delray Marketplace
|
55,320,215 | 18,750,210 | 90,523,611 | - | - | 18,750,210 | 90,523,611 | 109,273,821 | 5,073,760 | 2013 |
NA
|
|||||||||||||||||||||||||||||||||
DePauw University Bookstore & Café
|
- | 63,765 | 663,010 | - | 44,602 | 63,765 | 707,612 | 771,377 | 131,444 | 2012 |
NA
|
|||||||||||||||||||||||||||||||||
Draper Crossing *
|
- | 9,054,258 | 28,542,019 | - | - | 9,054,258 | 28,542,019 | 37,596,277 | 864,216 | 2012 | 2014 | |||||||||||||||||||||||||||||||||
Draper Peaks
|
23,905,106 | 11,998,150 | 48,933,199 | - | - | 11,998,150 | 48,933,199 | 60,931,349 | 1,245,576 | 2012 | 2014 | |||||||||||||||||||||||||||||||||
Eastern Beltway
|
34,100,000 | 23,221,314 | 49,659,575 | - | - | 23,221,314 | 49,659,575 | 72,880,889 | 1,559,362 | 1998/2006 | 2014 | |||||||||||||||||||||||||||||||||
Eastgate
|
14,410,000 | 4,073,392 | 21,362,521 | - | - | 4,073,392 | 21,362,521 | 25,435,913 | 695,391 | 2002 | 2014 | |||||||||||||||||||||||||||||||||
Eastgate Pavilion *
|
- | 8,122,283 | 19,806,778 | - | 656,751 | 8,122,283 | 20,463,529 | 28,585,812 | 6,974,254 | 1995 | 2004 | |||||||||||||||||||||||||||||||||
Eddy Street Commons
|
24,339,621 | 1,900,000 | 38,029,845 | - | 216,883 | 1,900,000 | 38,246,728 | 40,146,728 | 6,301,727 | 2009 |
NA
|
|||||||||||||||||||||||||||||||||
Estero Town Commons *
|
- | 8,973,290 | 9,968,125 | - | 11,242 | 8,973,290 | 9,979,367 | 18,952,657 | 2,060,246 | 2006 |
NA
|
|||||||||||||||||||||||||||||||||
Fishers Station
|
7,456,520 | 3,735,807 | 11,822,475 | - | 488,515 | 3,735,807 | 12,310,990 | 16,046,797 | 5,522,347 | 1989 | 2004 |
Initial Cost |
Cost Capitalized
Subsequent to Acquisition/Development
|
Gross Carrying Amount
Close of Period
|
||||||||||||||||||||||||||||||||||||||||||
Building &
|
Building &
|
Building &
|
Accumulated
|
Year Built /
|
Year
|
|||||||||||||||||||||||||||||||||||||||
Name
|
Encumbrances
|
Land
|
Improvements
|
Land
|
Improvements
|
Land
|
Improvements
|
Total
|
Depreciation
|
Renovated
|
Acquired
|
|||||||||||||||||||||||||||||||||
Operating Properties (continued)
|
||||||||||||||||||||||||||||||||||||||||||||
Four Corner Square *
|
- | 8,599,045 | 34,161,996 | - | - | 8,599,045 | 34,161,996 | 42,761,041 | 5,090,074 | 1985/2013 |
NA
|
|||||||||||||||||||||||||||||||||
Fox Lake Crossing *
|
- | 5,684,724 | 9,324,308 | - | 239,828 | 5,684,724 | 9,564,136 | 15,248,860 | 2,895,305 | 2002 | 2005 | |||||||||||||||||||||||||||||||||
Geist Pavilion
|
10,714,445 | 1,367,816 | 9,754,130 | - | 1,662,796 | 1,367,816 | 11,416,926 | 12,784,742 | 3,664,678 | 2006 |
NA
|
|||||||||||||||||||||||||||||||||
Glendale Town Center *
|
- | 1,494,469 | 45,314,295 | - | 840,517 | 1,494,469 | 46,154,812 | 47,649,281 | 22,960,740 | 1958/2008 | 1999 | |||||||||||||||||||||||||||||||||
Greyhound Commons *
|
- | 2,629,064 | 794,093 | - | 886,962 | 2,629,064 | 1,681,055 | 4,310,119 | 449,658 | 2005 |
NA
|
|||||||||||||||||||||||||||||||||
Hamilton Crossing - Phase II & III *
|
- | 2,858,650 | 23,709,379 | - | - | 2,858,650 | 23,709,379 | 26,568,029 | 518,254 | 2008 | 2014 | |||||||||||||||||||||||||||||||||
Hitchcock Plaza *
|
- | 4,259,641 | 22,181,088 | - | - | 4,259,641 | 22,181,088 | 26,440,729 | 426,096 | 2006 | 2014 | |||||||||||||||||||||||||||||||||
Holly Springs Towne Center - Phase I *
|
- | 12,318,891 | 46,896,716 | - | - | 12,318,891 | 46,896,716 | 59,215,607 | 2,451,489 | 2013 |
NA
|
|||||||||||||||||||||||||||||||||
Hunters Creek Promenade *
|
- | 8,335,007 | 12,880,296 | - | 327,379 | 8,335,007 | 13,207,675 | 21,542,682 | 614,335 | 1994 | 2013 | |||||||||||||||||||||||||||||||||
Indian River Square
|
12,231,757 | 5,180,000 | 9,702,002 | - | 610,173 | 5,180,000 | 10,312,175 | 15,492,175 | 5,106,624 | 1997/2004 | 2005 | |||||||||||||||||||||||||||||||||
International Speedway Square *
|
20,006,070 | 7,769,277 | 19,493,924 | - | 9,043,526 | 7,769,277 | 28,537,450 | 36,306,727 | 12,624,543 | 1999 |
NA
|
|||||||||||||||||||||||||||||||||
King's Lake Square *
|
- | 4,519,000 | 16,073,425 | - | - | 4,519,000 | 16,073,425 | 20,592,425 | 5,656,821 | 1986/2014 | 2003 | |||||||||||||||||||||||||||||||||
Kingwood Commons *
|
- | 5,715,450 | 31,035,180 | - | - | 5,715,450 | 31,035,180 | 36,750,630 | 1,841,705 | 1999 | 2013 | |||||||||||||||||||||||||||||||||
Lake City Commons
|
5,200,000 | 4,692,804 | 12,491,009 | - | - | 4,692,804 | 12,491,009 | 17,183,813 | 309,892 | 2008 | 2014 | |||||||||||||||||||||||||||||||||
Lake Mary Plaza
|
5,080,000 | 1,412,864 | 8,727,313 | - | - | 1,412,864 | 8,727,313 | 10,140,177 | 168,600 | 2009 | 2014 | |||||||||||||||||||||||||||||||||
Lakewood Promenade *
|
- | 1,783,240 | 25,804,668 | - | 192,099 | 1,783,240 | 25,996,767 | 27,780,007 | 1,824,600 | 1948/1998 | 2013 | |||||||||||||||||||||||||||||||||
Landstown Commons
|
50,140,000 | 19,329,133 | 92,201,197 | - | - | 19,329,133 | 92,201,197 | 111,530,330 | 2,357,843 | 2007 | 2014 | |||||||||||||||||||||||||||||||||
Lima Marketplace
|
8,383,000 | 4,702,753 | 15,737,999 | - | - | 4,702,753 | 15,737,999 | 20,440,752 | 402,365 | 2008 | 2014 | |||||||||||||||||||||||||||||||||
Lithia Crossing *
|
- | 3,064,698 | 10,074,676 | - | 4,860,083 | 3,064,698 | 14,934,759 | 17,999,457 | 2,195,618 | 1993/2003 | 2011 | |||||||||||||||||||||||||||||||||
Lowe's Plaza
|
- | 2,124,802 | 6,120,067 | - | - | 2,124,802 | 6,120,067 | 8,244,869 | 180,280 | 2007 | 2014 | |||||||||||||||||||||||||||||||||
Market Street Village *
|
- | 9,764,381 | 18,745,417 | - | 2,031,839 | 9,764,381 | 20,777,256 | 30,541,637 | 6,933,912 | 1970/2004 | 2005 | |||||||||||||||||||||||||||||||||
Memorial Commons *
|
- | 1,567,816 | 14,656,445 | - | - | 1,567,816 | 14,656,445 | 16,224,261 | 281,065 | 2008 | 2014 | |||||||||||||||||||||||||||||||||
Merrimack Village Center
|
5,445,000 | 1,921,079 | 12,798,403 | - | - | 1,921,079 | 12,798,403 | 14,719,482 | 324,353 | 2007 | 2014 | |||||||||||||||||||||||||||||||||
Miramar Square
|
31,625,000 | 26,391,652 | 31,070,986 | - | - | 26,391,652 | 31,070,986 | 57,462,638 | 771,260 | 2008 | 2014 | |||||||||||||||||||||||||||||||||
Mullins Crossing
|
20,917,206 | 10,582,161 | 42,410,267 | - | - | 10,582,161 | 42,410,267 | 52,992,428 | 1,469,274 | 2005 | 2014 | |||||||||||||||||||||||||||||||||
Naperville Marketplace
|
9,163,148 | 5,364,101 | 12,187,580 | - | - | 5,364,101 | 12,187,580 | 17,551,681 | 2,711,342 | 2008 |
NA
|
|||||||||||||||||||||||||||||||||
Northcrest Shopping Center
|
15,780,000 | 4,043,847 | 34,060,143 | - | - | 4,043,847 | 34,060,143 | 38,103,990 | 667,603 | 2008 | 2014 | |||||||||||||||||||||||||||||||||
Northdale Promenade *
|
- | 1,718,254 | 23,155,139 | - | 133,548 | 1,718,254 | 23,288,687 | 25,006,941 | 1,902,783 | 1985/2002 | 2013 | |||||||||||||||||||||||||||||||||
Oleander Place *
|
- | 862,500 | 6,159,176 | - | - | 862,500 | 6,159,176 | 7,021,676 | 854,695 | 2012 | 2011 | |||||||||||||||||||||||||||||||||
Palm Coast Landing
|
22,550,000 | 4,962,496 | 38,025,203 | - | - | 4,962,496 | 38,025,203 | 42,987,699 | 822,804 | 2010 | 2014 | |||||||||||||||||||||||||||||||||
Perimeter Woods
|
33,330,000 | 35,793,431 | 27,292,148 | - | - | 35,793,431 | 27,292,148 | 63,085,579 | 560,097 | 2008 | 2014 | |||||||||||||||||||||||||||||||||
Pine Ridge Crossing
|
16,872,920 | 5,639,675 | 17,209,720 | - | 962,058 | 5,639,675 | 18,171,778 | 23,811,453 | 4,328,935 | 1993 | 2006 | |||||||||||||||||||||||||||||||||
Plaza at Cedar Hill *
|
- | 5,782,304 | 37,855,288 | - | 9,031,285 | 5,782,304 | 46,886,573 | 52,668,877 | 14,192,182 | 2000 | 2004 | |||||||||||||||||||||||||||||||||
Plaza Volente
|
26,376,449 | 4,600,000 | 29,284,060 | - | 746,278 | 4,600,000 | 30,030,338 | 34,630,338 | 8,852,121 | 2004 | 2005 | |||||||||||||||||||||||||||||||||
Pleasant Hill Commons
|
6,800,000 | 3,349,517 | 10,132,158 | - | - | 3,349,517 | 10,132,158 | 13,481,675 | 264,916 | 2008 | 2014 | |||||||||||||||||||||||||||||||||
Portofino Shopping Center *
|
- | 4,754,341 | 75,856,723 | - | 85,388 | 4,754,341 | 75,942,111 | 80,696,452 | 4,666,985 | 1999 | 2013 | |||||||||||||||||||||||||||||||||
Publix at Acworth
|
6,776,903 | 1,356,601 | 8,240,778 | 38,778 | 1,080,514 | 1,395,379 | 9,321,292 | 10,716,671 | 2,772,544 | 1996 | 2004 |
Initial Cost
|
Cost Capitalized
Subsequent to Acquisition/Development
|
Gross Carrying Amount
Close of Period
|
||||||||||||||||||||||||||||||||||||||||||
Building &
|
Building &
|
Building &
|
Accumulated
|
Year Built /
|
Year
|
|||||||||||||||||||||||||||||||||||||||
Name
|
Encumbrances
|
Land
|
Improvements
|
Land
|
Improvements
|
Land
|
Improvements
|
Total
|
Depreciation
|
Renovated
|
Acquired
|
|||||||||||||||||||||||||||||||||
Operating Properties (continued)
|
||||||||||||||||||||||||||||||||||||||||||||
Publix at St. Cloud *
|
- | 2,734,813 | 11,826,104 | - | - | 2,734,813 | 11,826,104 | 14,560,917 | 382,600 | 2003 | 2014 | |||||||||||||||||||||||||||||||||
Publix at Woodruff *
|
- | 1,783,100 | 7,344,028 | - | 151,724 | 1,783,100 | 7,495,752 | 9,278,852 | 1,659,870 | 1997 | 2012 | |||||||||||||||||||||||||||||||||
Rampart Commons
|
12,323,789 | 1,136,133 | 31,574,624 | - | - | 1,136,133 | 31,574,624 | 32,710,757 | 189,052 | 1998 | 2014 | |||||||||||||||||||||||||||||||||
Rangeline Crossing *
|
- | 2,042,885 | 18,542,550 | - | - | 2,042,885 | 18,542,550 | 20,585,435 | 3,872,111 | 1986/2013 |
NA
|
|||||||||||||||||||||||||||||||||
Riverchase
|
10,123,752 | 3,888,945 | 11,821,085 | - | 1,197,296 | 3,888,945 | 13,018,381 | 16,907,326 | 3,175,556 | 1991/2001 | 2006 | |||||||||||||||||||||||||||||||||
Rivers Edge *
|
- | 5,646,522 | 31,572,937 | - | - | 5,646,522 | 31,572,937 | 37,219,459 | 4,466,040 | 2011 | 2008 | |||||||||||||||||||||||||||||||||
Saxon Crossing
|
11,400,000 | 3,764,455 | 16,832,833 | - | - | 3,764,455 | 16,832,833 | 20,597,288 | 407,450 | 2009 | 2014 | |||||||||||||||||||||||||||||||||
Shoppes at Plaza Green *
|
- | 3,748,801 | 24,934,758 | - | 105,126 | 3,748,801 | 25,039,884 | 28,788,685 | 3,044,024 | 2000 | 2012 | |||||||||||||||||||||||||||||||||
Shoppes of Eastwood *
|
- | 1,687,734 | 10,797,276 | - | 2,850 | 1,687,734 | 10,800,126 | 12,487,860 | 1,670,446 | 1997 | 2013 | |||||||||||||||||||||||||||||||||
Shops at Eagle Creek
|
- | 2,802,426 | 8,016,208 | 200,087 | 4,696,325 | 3,002,513 | 12,712,533 | 15,715,046 | 3,042,020 | 1998 | 2003 | |||||||||||||||||||||||||||||||||
Shops at Julington Creek
|
4,785,000 | 2,371,633 | 8,022,651 | - | - | 2,371,633 | 8,022,651 | 10,394,284 | 217,868 | 2011 | 2014 | |||||||||||||||||||||||||||||||||
Shops at Moore
|
21,300,000 | 8,030,227 | 33,547,186 | - | - | 8,030,227 | 33,547,186 | 41,577,413 | 1,044,278 | 2010 | 2014 | |||||||||||||||||||||||||||||||||
Silver Springs Pointe
|
8,800,000 | 9,685,265 | 7,768,253 | - | - | 9,685,265 | 7,768,253 | 17,453,518 | 363,507 | 2001 | 2014 | |||||||||||||||||||||||||||||||||
South Elgin Commons *
|
- | 3,916,059 | 22,139,837 | - | - | 3,916,059 | 22,139,837 | 26,055,896 | 518,429 | 2011 | 2014 | |||||||||||||||||||||||||||||||||
Stoney Creek Commons *
|
- | 627,964 | 4,599,186 | - | 5,789,740 | 627,964 | 10,388,926 | 11,016,890 | 1,706,975 | 2000 |
NA
|
|||||||||||||||||||||||||||||||||
Sunland Towne Centre *
|
23,959,377 | 14,773,536 | 22,973,090 | - | 4,877,672 | 14,773,536 | 27,850,762 | 42,624,298 | 8,168,225 | 1996 | 2004 | |||||||||||||||||||||||||||||||||
Tarpon Bay Plaza *
|
- | 4,273,217 | 24,483,027 | - | 162,780 | 4,273,217 | 24,645,807 | 28,919,024 | 5,556,819 | 2007 |
NA
|
|||||||||||||||||||||||||||||||||
Temple Terrace *
|
- | 2,245,346 | 9,323,151 | - | - | 2,245,346 | 9,323,151 | 11,568,497 | 186,208 | 2012 | 2014 | |||||||||||||||||||||||||||||||||
The Corner
|
14,750,000 | 3,772,219 | 24,641,588 | - | - | 3,772,219 | 24,641,588 | 28,413,807 | 483,812 | 2008 | 2014 | |||||||||||||||||||||||||||||||||
The Corner *
|
- | 303,916 | 3,926,794 | - | 1,485,456 | 303,916 | 5,412,250 | 5,716,166 | 3,144,277 | 1984/2003 | 1984 | |||||||||||||||||||||||||||||||||
The Landing at Tradition *
|
- | 18,504,693 | 46,412,092 | - | - | 18,504,693 | 46,412,092 | 64,916,785 | 1,365,733 | 2007 | 2014 | |||||||||||||||||||||||||||||||||
The Shops at Otty *
|
- | 26,000 | 2,064,100 | - | 200,092 | 26,000 | 2,264,192 | 2,290,192 | 759,400 | 2004 |
NA
|
|||||||||||||||||||||||||||||||||
Toringdon Market *
|
- | 5,448,400 | 9,749,864 | - | 16,220 | 5,448,400 | 9,766,084 | 15,214,484 | 770,591 | 2004 | 2013 | |||||||||||||||||||||||||||||||||
Traders Point
|
43,560,181 | 9,443,449 | 37,312,837 | - | 532,207 | 9,443,449 | 37,845,044 | 47,288,493 | 11,646,613 | 2005 |
NA
|
|||||||||||||||||||||||||||||||||
Traders Point II *
|
- | 2,375,797 | 7,202,988 | - | 864,244 | 2,375,797 | 8,067,232 | 10,443,029 | 2,289,351 | 2005 |
NA
|
|||||||||||||||||||||||||||||||||
Tradition Village Center *
|
- | 3,140,267 | 14,905,280 | - | - | 3,140,267 | 14,905,280 | 18,045,547 | 395,006 | 2006 | 2014 | |||||||||||||||||||||||||||||||||
Trussville Promenade *
|
- | 9,122,992 | 45,569,568 | - | 144,161 | 9,122,992 | 45,713,729 | 54,836,721 | 3,059,238 | 1999 | 2013 | |||||||||||||||||||||||||||||||||
University Town Center
|
29,190,000 | 12,027,230 | 56,933,231 | - | - | 12,027,230 | 56,933,231 | 68,960,461 | 1,429,826 | 2009 | 2014 | |||||||||||||||||||||||||||||||||
Village at Bay Park
|
9,183,298 | 8,247,510 | 11,053,037 | - | - | 8,247,510 | 11,053,037 | 19,300,547 | 435,581 | 2005 | 2014 | |||||||||||||||||||||||||||||||||
Village Walk
|
6,860,000 | 2,554,140 | 12,435,511 | - | - | 2,554,140 | 12,435,511 | 14,989,651 | 244,898 | 2009 | 2014 | |||||||||||||||||||||||||||||||||
Waterford Lakes Village *
|
- | 2,316,674 | 7,435,244 | - | 166,471 | 2,316,674 | 7,601,715 | 9,918,389 | 2,800,336 | 1997 | 2004 | |||||||||||||||||||||||||||||||||
Waxahachie Crossing
|
7,750,000 | 1,411,007 | 16,344,635 | - | - | 1,411,007 | 16,344,635 | 17,755,642 | 393,439 | 2010 | 2014 | |||||||||||||||||||||||||||||||||
Westside Market *
|
- | 4,194,013 | 17,722,628 | - | - | 4,194,013 | 17,722,628 | 21,916,641 | 270,878 | 2013 | 2014 | |||||||||||||||||||||||||||||||||
Wheatland Towne Crossing *
|
- | 6,621,661 | 31,414,297 | - | - | 6,621,661 | 31,414,297 | 38,035,958 | 668,523 | 2012 | 2014 | |||||||||||||||||||||||||||||||||
Whitehall Pike
|
6,256,979 | 3,688,857 | 6,109,115 | - | 120,742 | 3,688,857 | 6,229,857 | 9,918,714 | 3,998,607 | 1999 |
NA
|
|||||||||||||||||||||||||||||||||
Total Operating Properties
|
1,036,190,352 | 753,588,759 | 2,605,480,528 | 249,816 | 60,811,897 | 753,838,575 | 2,666,292,425 | 3,420,131,000 | 290,248,142 |
Initial Cost
|
C
ost Capitalized
Subsequent to Acquisition/Development
|
Gross Carrying Amount
Close of Period
|
||||||||||||||||||||||||||||||||||||||||||
Building &
|
Building &
|
Building &
|
Accumulated
|
Year Built /
|
Year
|
|||||||||||||||||||||||||||||||||||||||
Name
|
Encumbrances
|
Land
|
Improvements
|
Land
|
Improvements
|
Land
|
Improvements
|
Total
|
Depreciation
|
Renovated
|
Acquired
|
|||||||||||||||||||||||||||||||||
Office Properties
|
||||||||||||||||||||||||||||||||||||||||||||
Thirty South
|
18,510,000 | 1,643,415 | 9,847,631 | - | 18,068,069 | 1,643,415 | 27,915,700 | 29,559,115 | 10,307,094 | 1905/2002 | 2001 | |||||||||||||||||||||||||||||||||
Union Station Parking Garage *
|
- | 903,627 | 2,649,798 | - | 611,974 | 903,627 | 3,261,772 | 4,165,399 | 1,301,017 | 1986 | 2001 | |||||||||||||||||||||||||||||||||
Total Office Properties
|
18,510,000 | 2,547,042 | 12,497,429 | - | 18,680,043 | 2,547,042 | 31,177,472 | 33,724,514 | 11,608,111 | |||||||||||||||||||||||||||||||||||
Development and Redevelopment Properties
|
||||||||||||||||||||||||||||||||||||||||||||
Courthouse Shadows *
|
- | 4,998,974 | 14,543,800 | - | 1,020,151 | 4,998,974 | 15,563,951 | 20,562,925 | 3,605,028 |
NA
|
NA
|
|||||||||||||||||||||||||||||||||
Gainesville Plaza *
|
- | 5,437,373 | 18,236,531 | - | 5,778 | 5,437,373 | 18,242,309 | 23,679,682 | 2,864,432 |
NA
|
NA
|
|||||||||||||||||||||||||||||||||
Hamilton Crossing
|
12,456,141 | 5,672,477 | 9,381,772 | - | 839,563 | 5,672,477 | 10,221,335 | 15,893,812 | 3,240,104 |
NA
|
NA
|
|||||||||||||||||||||||||||||||||
Holly Springs - Phase II *
|
- | 10,567,043 | 7,315,162 | - | - | 10,567,043 | 7,315,162 | 17,882,205 | - |
NA
|
NA
|
|||||||||||||||||||||||||||||||||
Parkside Town Commons - Phase I
|
17,962,145 | 2,567,764 | 39,719,903 | - | - | 2,567,764 | 39,719,903 | 42,287,667 | 487,470 |
NA
|
NA
|
|||||||||||||||||||||||||||||||||
Parkside Town Commons - Phase II
|
46,064,943 | 6,957,266 | 58,091,357 | - | - | 6,957,266 | 58,091,357 | 65,048,623 | 205,891 |
NA
|
NA
|
|||||||||||||||||||||||||||||||||
Tamiami Crossing *
|
- | 16,014,064 | 4,350,065 | - | - | 16,014,064 | 4,350,065 | 20,364,129 | - |
NA
|
NA
|
|||||||||||||||||||||||||||||||||
Total Development and Redevelopment Properties
|
76,483,229 | 52,214,961 | 151,638,590 | - | 1,865,492 | 52,214,961 | 153,504,082 | 205,719,043 | 10,402,925 | |||||||||||||||||||||||||||||||||||
Other **
|
||||||||||||||||||||||||||||||||||||||||||||
Beacon Hill Shopping Center
|
- | 3,657,515 | - | - | - | 3,657,515 | - | 3,657,515 | - |
NA
|
NA
|
|||||||||||||||||||||||||||||||||
Bridgewater Marketplace
|
- | 1,971,211 | - | - | - | 1,971,211 | - | 1,971,211 | - |
NA
|
NA
|
|||||||||||||||||||||||||||||||||
Deerwood Lake *
|
- | - | 15,656,487 | - | - | - | 15,656,487 | 15,656,487 | - |
NA
|
NA
|
|||||||||||||||||||||||||||||||||
Eagle Creek IV *
|
- | 2,105,444 | - | - | - | 2,105,444 | - | 2,105,444 | - |
NA
|
NA
|
|||||||||||||||||||||||||||||||||
Eddy Street Commons *
|
- | 2,403,713 | - | - | - | 2,403,713 | - | 2,403,713 | - |
NA
|
NA
|
|||||||||||||||||||||||||||||||||
Fox Lake Crossing II
|
- | 3,458,414 | - | - | - | 3,458,414 | - | 3,458,414 | - |
NA
|
NA
|
|||||||||||||||||||||||||||||||||
KRG Development
|
- | - | 609,207 | - | - | - | 609,207 | 609,207 | - |
NA
|
NA
|
|||||||||||||||||||||||||||||||||
KRG New Hill *
|
- | 5,593,657 | - | - | - | 5,593,657 | - | 5,593,657 | - |
NA
|
NA
|
|||||||||||||||||||||||||||||||||
KR Peakway
|
- | 6,032,552 | - | - | - | 6,032,552 | - | 6,032,552 | - |
NA
|
NA
|
|||||||||||||||||||||||||||||||||
KRG Peakway
|
- | 16,321,834 | - | - | - | 16,321,834 | - | 16,321,834 | - |
NA
|
NA
|
|||||||||||||||||||||||||||||||||
Pan Am Plaza
|
- | 8,901,806 | - | - | - | 8,901,806 | - | 8,901,806 | - |
NA
|
NA
|
|||||||||||||||||||||||||||||||||
Parkside Town Commons - Phase III
|
- | 46,920 | - | - | - | 46,920 | - | 46,920 | - |
NA
|
NA
|
|||||||||||||||||||||||||||||||||
Total Other
|
- | 50,493,066 | 16,265,694 | - | - | 50,493,066 | 16,265,694 | 66,758,760 | - |
____________________
|
|
*
|
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. We also have certain additional land parcels at our development and operating properties, which amounts are included elsewhere in this table.
|
2014
|
2013
|
2012
|
||||||||||
Balance, beginning of year
|
$ | 1,872,088 | $ | 1,390,213 | $ | 1,268,254 | ||||||
Merger and Acquisitions
|
2,128,278 | 419,080 | 76,531 | |||||||||
Consolidation of subsidiary
|
— | — | 33,701 | |||||||||
Improvements
|
103,688 | 111,968 | 106,307 | |||||||||
Disposals
|
(206,923 | ) | (49,173 | ) | (94,580 | ) | ||||||
Balance, end of year
|
$ | 3,897,131 | $ | 1,872,088 | $ | 1,390,213 |
2014
|
2013
|
2012
|
||||||||||
Balance, beginning of year
|
$ | 229,286 | $ | 190,972 | $ | 174,167 | ||||||
Depreciation expense
|
103,155 | 49,392 | 37,429 | |||||||||
Disposals
|
(18,917 | ) | (11,078 | ) | (20,624 | ) | ||||||
Balance, end of year
|
$ | 313,524 | $ | 229,286 | $ | 190,972 |
Buildings
|
20-35 years
|
Building improvements
|
10-35 years
|
Tenant improvements
|
Term of related lease
|
Furniture and Fixtures
|
5-10 years
|
Exhibit No.
|
Description
|
Location
|
||
2.1
|
Agreement and Plan of Merger by and among Kite Realty Group Trust, KRG Magellan, LLC and Inland Diversified Real Estate Trust, Inc., dated February 9, 2014
|
Incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K of Kite Realty Group Trust filed with the SEC on February 11, 2014
|
||
3.1
|
Articles of Amendment and Restatement of Declaration of Trust of the Company, as supplemented and amended
|
Filed herewith
|
||
3.2
|
Second Amended and Restated Bylaws of the Company, as amended
|
Filed herewith
|
||
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
|
Amendment No. 3 to Amended and Restated Agreement of Limited Partnership of Kite Realty Group, L.P.
|
Incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K of Kite Realty Group Trust filed with the SEC on July 29, 2014
|
||
10.5
|
Executive Employment Agreement, dated as of July 28, 2014, by and between the Company and John A. Kite*
|
Incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K of Kite Realty Group Trust filed with the SEC on July 29, 2014
|
||
10.6
|
Executive Employment Agreement, dated as of July 28, 2014, by and between the Company and Thomas K. McGowan*
|
Incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K of Kite Realty Group Trust filed with the SEC on July 29, 2014
|
||
10.7
|
Executive Employment Agreement, dated as of July 28, 2014, by and between the Company and Daniel R. Sink*
|
Incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K of Kite Realty Group Trust filed with the SEC on July 29, 2014
|
||
10.8
|
Executive Employment Agreement, dated as of August 6, 2014, by and between the Company and Scott E. Murray*
|
Incorporated by reference to Exhibit 10.8 the Quarterly Report on Form 10-Q of Kite Realty Group Trust for the period ended September 30, 2014.
|
||
10.9
|
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
|
10.10
|
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
|
||
10.11
|
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
|
||
10.12
|
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
|
||
10.13
|
Indemnification Agreement, dated as of February 27, 2015, by and between Kite Realty Group, L.P., and Scott E. Murray *
|
Filed herewith
|
||
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 *
|
Incorporated by reference to Exhibit 10.20 to the Annual Report on Form 10-K of Kite Realty Group Trust for the period ended December 31, 2013
|
||
10.21
|
Indemnification Agreement, dated as of March7, 2014, by and between Kite Realty Group, L.P. and Christie B. Kelly *
|
Incorporated by reference to Exhibit 10.21 to the Annual Report on Form 10-K of Kite Realty Group Trust for the year ended December 31, 2014
|
||
10.22
|
Indemnification Agreement, dated as of March 7, 2014, by and between Kite Realty Group, L.P. and David R. O’Reilly *
|
Incorporated by reference to Exhibit 10.22 to the Annual Report on Form 10-K of Kite Realty Group Trust for the year ended December 31, 2014
|
||
10.23
|
Indemnification Agreement, dated as of March 7, 2014, by and between Kite Realty Group, L.P. and Barton R. Peterson *
|
Incorporated by reference to Exhibit 10.23 to the Annual Report on Form 10-K of Kite Realty Group Trust for the year ended December 31, 2014
|
10.24
|
Indemnification Agreement, dated as of February 27, 2015, by and between Kite Realty Group, L.P., and Lee A. Daniels *
|
Filed herewith
|
||
10.25
|
Indemnification Agreement, dated as of February 27, 2015, by and between Kite Realty Group, L.P., and Gerald W. Grupe *
|
Filed herewith
|
||
10.26
|
Indemnification Agreement, dated as of February 27, 2015, by and between Kite Realty Group, L.P., and Charles H. Wurtzebach *
|
Filed herewith
|
||
10.27
|
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
|
||
10.28
|
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
|
||
10.29
|
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
|
||
10.30
|
Registration Rights Agreement, dated as of August 16, 2004, by and among the Company, Alvin E. Kite, Jr., John A. Kite, Paul W. Kite, Thomas K. McGowan, Daniel R. Sink, George F. McMannis, Mark Jenkins, C. Kenneth Kite, David Grieve and KMI Holdings, LLC
|
Incorporated by reference to Exhibit 10.32 to the Current Report on Form 8-K of Kite Realty Group Trust filed with the SEC on August 20, 2004
|
||
10.31
|
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
|
||
10.32
|
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
|
||
10.33
|
Form of 2014 Outperformance LTIP Unit Award Agreement
|
Incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K of Kite Realty Group Trust filed with the SEC on July 29, 2014
|
||
10.34
|
Form of Nonqualified Share Option Agreement under 2013 Equity Incentive Plan*
|
Incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K of Kite Realty Group Trust filed with the SEC on May 14, 2013
|
||
10.35
|
Form of Restricted Share Agreement under 2013 Equity Incentive Plan*
|
Incorporated by reference to Exhibit 10.2 of the Current Report on Form 8-K of Kite Realty Group Trust filed with the SEC on May 14, 2013
|
||
10.36
|
Schedule of Non-Employee Trustee Fees and Other Compensation*
|
Incorporated by reference to Exhibit 10.11 of the Quarterly Report on Form 10-Q of Kite Realty Group Trust for the period ended September 30, 2014
|
10.37
|
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
|
||
10.38
|
Fourth Amended and Restated Credit Agreement, dated as of July 1, 2014, by and among the Operating Partnership, KeyBank National Association, as Administrative Agent, Bank of America, N.A., as Syndication Agent with respect to the Revolving Facility, Wells Fargo Bank, National Association, as Syndication Agent with respect to the Term Loan, Wells Fargo Bank, National Association and U.S. Bank National Association, as Co-Documentation Agents with respect to the Revolving Facility, JPMorgan Chase Bank, N.A., Bank of America, N.A. and U.S. Bank National Association, as Co-Documentation Agents with respect to the Term Loan, KeyBanc Capital Markets Inc. and Merrill Lynch, Pierce, Fenner & Smith Incorporated, as Co-Lead Arrangers with respect to the Revolving Facility, KeyBanc Capital Markets Inc. and Wells Fargo Securities, LLC, as Co-Lead Arrangers with respect to the Term Loan, 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 July 8, 2014
|
||
10.39
|
Third Amended and Restated Guaranty, dated as of July 1, 2014, by KRG Magellan, LLC and certain subsidiaries of the Operating Partnership 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 July 8, 2014
|
||
10.40
|
Springing Guaranty, dated as of July 1, 2014, by the Company
|
Incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K of Kite Realty Group Trust filed with the SEC on July 8, 2014
|
||
10.41
|
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
|
||
10.42
|
First Amendment to Term Loan Agreement, dated as of February 26, 2013, by and among the Operating Partnership, the Company, certain subsidiaries of the Operating Partnership party thereto, KeyBank National Association, as a lender and 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 March 4, 2013
|
||
10.43
|
Second Amendment to Term Loan Agreement, dated as of August 21, 2013, by and among the Operating Partnership, the Company, certain subsidiaries of the Operating Partnership party thereto, KeyBank National Association, as a lender and as Administrative Agent, and the other lenders party thereto.
|
Incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K of Kite Realty Group Trust filed with the SEC on August 27, 2013
|
||
10.44
|
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
|
10.45
|
Purchase and Sale Agreement, dated September 16, 2014, by and among Inland Real Estate Income Trust, Inc. and the subsidiaries of Kite Realty Group Trust 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 September 22, 2014
|
||
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.
|
Kite Realty Group Trust
|
|
By:
|
/s/ John A. Kite
|
John A. Kite
|
|
Chief Executive Officer
|
ATTEST:
|
|
By:
|
/s/ Thomas R. Olinger
|
Thomas R. Olinger
|
|
Senior Vice President and Secretary
|
Kite Realty Group Trust
|
||
By:
|
/s/ Daniel R. Sink
|
|
Daniel R. Sink
|
||
Executive Vice President, Chief Financial Officer and Treasurer
|
ATTEST:
|
||
By:
|
/s/ Thomas R. Olinger
|
|
Thomas R. Olinger
|
||
Senior Vice President and Secretary
|
KITE REALTY GROUP TRUST
|
||
By:
|
/s/ John A. Kite
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John A. Kite
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Chairman and Chief Executive Officer
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Attest:
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/s/ Thomas R. Olinger
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Thomas R. Olinger
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Secretary
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KITE REALTY GROUP TRUST
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By:
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/s/ John A. Kite
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John A. Kite
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Chairman and Chief Executive Officer
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Attest:
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/s/ Thomas R. Olinger
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Thomas R. Olinger
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Secretary
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Return Address:
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Kite Realty Group Trust
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30 S. Meridian Street
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Suite 1100
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Indianapolis, Indiana 46204
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(A)
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“Change in Control” shall mean
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i.
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the dissolution or liquidation of the Company;
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ii.
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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;
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iii.
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a sale of all or substantially all of the assets of the Company to another person or entity;
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iv.
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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
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v.
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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.
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(B)
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“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.
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(C)
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“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.
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(D)
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“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.
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(E)
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“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.
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2.
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INDEMNIFICATION
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3.
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EXPENSES OF A SUCCESSFUL PARTY
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5.
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WITNESS EXPENSES
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6.
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DETERMINATION OF ENTITLEMENT TO AND AUTHORIZATION OF INDEMNIFICATION
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(A)
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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.
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(B)
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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.
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(C)
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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.
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(D)
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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.
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(E)
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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.
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7.
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PRESUMPTIONS
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(A)
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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.
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(B)
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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.
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8.
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REMEDIES
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(A)
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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.
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(B)
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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.
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(C)
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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.
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(D)
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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.
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(E)
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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.
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(A)
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The Indemnitors will be entitled to participate therein at their own expense.
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(B)
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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.
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(C)
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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.
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10.
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NON-EXCLUSIVITY; SURVIVAL OF RIGHTS; INSURANCE SUBROGATION
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(A)
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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.
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(B)
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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.
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(C)
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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.
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(D)
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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.
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11.
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CONTINUATION OF INDEMNITY
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(A)
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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.
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(B)
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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.
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12.
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SEVERABILITY
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13.
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EXCEPTION TO RIGHT OF INDEMNIFICATION OR ADVANCEMENT OF EXPENSES
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(A)
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“Change in Control” shall mean
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i.
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the dissolution or liquidation of the Company;
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ii.
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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;
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iii.
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a sale of all or substantially all of the assets of the Company to another person or entity;
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iv.
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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
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v.
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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.
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(B)
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“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.
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(C)
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“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.
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(D)
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“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.
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(E)
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“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.
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2.
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INDEMNIFICATION
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3.
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EXPENSES OF A SUCCESSFUL PARTY
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5.
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WITNESS EXPENSES
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6.
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DETERMINATION OF ENTITLEMENT TO AND AUTHORIZATION OF INDEMNIFICATION
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(A)
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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.
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(B)
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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.
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(C)
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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.
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(D)
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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.
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(E)
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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.
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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.
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(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.
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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.
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|
(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.
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|
(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.
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|
(D)
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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.
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(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.
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|
(A)
|
The Indemnitors will be entitled to participate therein at their own expense.
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(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.
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|
(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.
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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.
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|
(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.
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|
(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.
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|
(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.
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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.
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|
(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.
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12.
|
SEVERABILITY
|
13.
|
EXCEPTION TO RIGHT OF INDEMNIFICATION OR ADVANCEMENT OF EXPENSES
|
|
(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;
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|
iii.
|
a sale of all or substantially all of the assets of the Company to another person or entity;
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|
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
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|
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.
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(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.
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|
(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.
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|
(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.
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(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.
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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.
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(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.
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|
(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
|
|
(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
|
||||||||||||||||||||
2014
|
2013
|
2012
|
2011
|
2010
|
||||||||||||||||
Earnings:
|
||||||||||||||||||||
Net (loss) income from continuing operations
|
$ | (16,452 | ) | $ | (726 | ) | $ | (11,455 | ) | $ | 3,753 | $ | (9,256 | ) | ||||||
Add:
|
||||||||||||||||||||
Income taxes expense (benefit)
|
24 | 262 | (106 | ) | (1 | ) | 266 | |||||||||||||
Fixed charges, net of capitalized interest
|
45,549 | 28,026 | 23,423 | 21,660 | 24,859 | |||||||||||||||
Less:
|
||||||||||||||||||||
Income (loss) from unconsolidated entities
|
— | — | — | 4,320 | — | |||||||||||||||
Earnings before fixed charges and preferred dividends
|
$ | 29,121 | $ | 27,562 | $ | 11,862 | $ | 21,092 | $ | 15,869 | ||||||||||
Fixed charges:
|
||||||||||||||||||||
Interest expense
|
$ | 45,513 | $ | 27,994 | $ | 23,392 | $ | 21,625 | $ | 24,831 | ||||||||||
Capitalized interest
|
4,789 | 5,081 | 7,444 | 8,487 | 8,807 | |||||||||||||||
Interest within rental expense
|
36 | 33 | 31 | 34 | 28 | |||||||||||||||
Total fixed charges
|
$ | 50,338 | $ | 33,108 | $ | 30,867 | $ | 30,146 | $ | 33,666 | ||||||||||
Preferred dividends
|
8,456 | 8,456 | 7,920 | 5,775 | 377 | |||||||||||||||
Total fixed charges and preferred dividends
|
$ | 58,794 | $ | 41,564 | $ | 38,787 | $ | 35,921 | $ | 34,043 | ||||||||||
Ratio of earnings to fixed charges and preferred dividends
|
(1 | ) | (2 | ) | (3 | ) | (4 | ) | (5 | ) |
(1)
|
The ratio is less than 1.0; the amount of coverage deficiency for the year ended December 31, 2014 was $29.7 million. The calculation of earnings includes $121.0 million of non-cash depreciation expense.
|
(2)
|
The ratio is less than 1.0; the amount of coverage deficiency for the year ended December 31, 2013 was $14.0 million. The calculation of earnings includes $54.5 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, 2012 was $26.9 million. The calculation of earnings includes $38.8 million of non-cash depreciation expense and a $8.0 million non-cash remeasurement loss on consolidation of Parkside Town Commons, net.
|
(4)
|
The ratio is less than 1.0; the amount of coverage deficiency for the year ended December 31, 2011 was $14.8 million. The calculation of earnings includes $33.1 million of non-cash depreciation expense.
|
(5)
|
The ratio is less than 1.0; the amount of coverage deficiency for the year ended December 31, 2010 was $18.2 million. The calculation of earnings includes $36.1 million of non-cash depreciation expense.
|
Kite Realty Group List of Subsidiaries
|
||
Name of Subsidiary
|
Jurisdiction of Incorporation or Formation
|
|
116 & Olio, LLC
|
Indiana
|
|
50
th
& 12
th
, LLC
|
Indiana
|
|
82
& Otty, LLC
|
Indiana
|
|
Brentwood Land Partners, LLC
|
Delaware
|
|
Brentwood Property Owners’ Association, Inc.
|
Florida
|
|
Bulwark, LLC
|
Delaware
|
|
Cornelius Adair, LLC
|
Indiana
|
|
Corner Associates, LP
|
Indiana
|
|
Dayville Property Development, LLC
|
Connecticut
|
|
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, L.L.C
|
Indiana
|
|
International Speedway Square, Ltd.
|
Florida
|
|
Kite Acworth Management, LLC
|
Delaware
|
|
Kite Acworth, LLC
|
Indiana
|
|
Kite Eagle Creek, LLC
|
Indiana
|
|
Kite Greyhound III, LLC
|
Indiana
|
|
Kite Greyhound, LLC
|
Indiana
|
|
Kite King’s Lake, LLC
|
Indiana
|
|
Kite Kokomo Management, LLC
|
Delaware
|
|
Kite Kokomo, LLC
|
Indiana
|
|
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 FS Hotel Operators, 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 Washington Parking, LLC
|
Indiana
|
|
Kite Realty/White LS Hotel Operators, LLC
|
Indiana
|
|
Kite San Antonio, LLC
|
Indiana
|
|
Kite Washington Parking, LLC
|
Indiana
|
|
Kite Washington, LLC
|
Indiana
|
|
Kite West 86
th
Street II, LLC
|
Indiana
|
|
Kite West 86
th
Street, LLC
|
Indiana
|
|
KRG 951 & 41, LLC
|
Indiana
|
|
KRG Aiken Hitchcock, LLC
|
Delaware
|
KRG Alcoa TN, LLC
|
Delaware
|
|
KRG Alcoa Hamilton, LLC
|
Delaware
|
|
KRG Ashwaubenon Bay Park, LLC
|
Delaware
|
|
KRG Athens Eastside, LLC
|
Delaware
|
|
KRG Bayonne Urban Renewal, LLC
|
Delaware
|
|
KRG Beacon Hill, LLC
|
Indiana
|
|
KRG Beechwood, LLC
|
Indiana
|
|
KRG Bolton Plaza, LLC
|
Indiana
|
|
KRG Bradenton Centre Point, LLC
|
Delaware
|
|
KRG Branson Hills IV, LLC
|
Delaware
|
|
KRG Branson Hills K-II, LLC
|
Delaware
|
|
KRG Branson Hills, LLC
|
Delaware
|
|
KRG Branson Hills T-III, LLC
|
Delaware
|
|
KRG Bridgewater, LLC
|
Indiana
|
|
KRG Burnt Store, LLC
|
Indiana
|
|
KRG Capital, LLC
|
Indiana
|
|
KRG Castleton Crossing, LLC
|
Indiana
|
|
KRG Cedar Hill Plaza, LP
|
Delaware
|
|
KRG Cedar Hill Village, LP
|
Indiana
|
|
KRG Centre, LLC
|
Indiana
|
|
KRG Charlotte Northcrest, LLC
|
Delaware
|
|
KRG Charlotte Perimeter Woods, LLC
|
Delaware
|
|
KRG CHP Management, LLC
|
Delaware
|
|
KRG Clay, LLC
|
Indiana
|
|
KRG College I, LLC
|
Indiana
|
|
KRG College, LLC
|
Indiana
|
|
KRG Construction, LLC
|
Indiana
|
|
KRG Conyers Heritage, LLC
|
Delaware
|
|
KRG Cool Creek Management, LLC
|
Indiana
|
|
KRG Cool Creek Outlots, LLC
|
Indiana
|
|
KRG Cool Springs, LLC
|
Indiana
|
|
KRG Corner Associates, LLC
|
Indiana
|
|
KRG Courthouse Shadows I, LLC
|
Delaware
|
|
KRG Courthouse Shadows, LLC
|
Delaware
|
|
KRG Cove Center, LLC
|
Indiana
|
|
KRG Dallas Wheatland, LLC
|
Delaware
|
|
KRG Daytona Management II, LLC
|
Delaware
|
|
KRG Daytona Management, LLC
|
Indiana
|
|
KRG Daytona Outlot Management, LLC
|
Delaware
|
|
KRG Dayville Killingly Member II, LLC
|
Delaware
|
|
KRG Dayville Killingly Member, LLC
|
Delaware
|
|
KRG Delray Beach, LLC
|
Indiana
|
|
KRG Development, LLC d/b/a Kite Development
|
Indiana
|
|
KRG Draper Crossing, LLC
|
Delaware
|
|
KRG Draper Peaks, LLC
|
Delaware
|
|
KRG Eagle Creek III, LLC
|
Indiana
|
|
KRG Eagle Creek IV, LLC
|
Indiana
|
|
KRG Eastgate Pavilion, LLC
|
Indiana
|
|
KRG Eastwood, LLC
|
Indiana
|
|
KRG Eddy Street Apartments, LLC
|
Indiana
|
|
KRG Eddy Street Commons at Notre Dame Declarant, LLC
|
Indiana
|
|
KRG Eddy Street Commons, LLC
|
Indiana
|
|
KRG Eddy Street FS Hotel, LLC
|
Indiana
|
|
KRG Eddy Street Land Management, LLC
|
Delaware
|
KRG Eddy Street Land, LLC
|
Indiana
|
|
KRG Eddy Street Office, LLC
|
Indiana
|
|
KRG Estero, LLC
|
Indiana
|
|
KRG Evans Mullins, LLC
|
Delaware
|
|
KRG Evans Mullins Outlots, LLC
|
Delaware
|
|
KRG Fishers Station II, LLC
|
Indiana
|
|
KRG Fishers Station, LLC
|
Indiana
|
|
KRG Four Corner Square, LLC
|
Indiana
|
|
KRG Fort Myers Colonial Square, LLC
|
Delaware
|
|
KRG Fort Myers Village Walk, LLC
|
Delaware
|
|
KRG Fort Wayne Lima, LLC
|
Delaware
|
|
KRG Fort Wayne Lima Outlot, LLC
|
Delaware
|
|
KRG Fox Lake Crossing II, LLC
|
Indiana
|
|
KRG Fox Lake Crossing, LLC
|
Delaware
|
|
KRG Frisco Westside, LLC
|
Delaware
|
|
KRG Gainesville, LLC
|
Indiana
|
|
KRG Geist Management, LLC
|
Indiana
|
|
KRG Goldsboro Memorial, LLC
|
Delaware
|
|
KRG Greencastle, LLC
|
Indiana
|
|
KRG Hamilton Crossing Management, LLC
|
Delaware
|
|
KRG Hamilton Crossing, LLC
|
Indiana
|
|
KRG Harvest Square, LLC
|
Delaware
|
|
KRG Henderson Eastgate, LLC
|
Delaware
|
|
KRG Hot Springs Fairgrounds, LLC
|
Delaware
|
|
KRG Hunter’s Creek, LLC
|
Indiana
|
|
KRG Jacksonville Deerwood Lake, LLC
|
Delaware
|
|
KRG Jacksonville Julington Creek, LLC
|
Delaware
|
|
KRG Jacksonville Julington Creek II, LLC
|
Delaware
|
|
KRG Jacksonville Richlands, LLC
|
Delaware
|
|
KRG Indian River, LLC
|
Delaware
|
|
KRG ISS LH OUTLOT, LLC
|
Indiana
|
|
KRG ISS, LLC
|
Indiana
|
|
KRG Kingwood Commons, LLC
|
Indiana
|
|
KRG Kissimmee Pleasant Hill, LLC
|
Delaware
|
|
KRG Kokomo Project Company, LLC
|
Indiana
|
|
KRG Lake City Commons, LLC
|
Delaware
|
|
KRG Lake City Commons II, LLC
|
Delaware
|
|
KRG Lake Mary, LLC
|
Delaware
|
|
KRG Lake St. Louis Hawk Ridge, LLC
|
Delaware
|
|
KRG Lakewood, LLC
|
Indiana
|
|
KRG Las Vegas Centennial Center, LLC
|
Delaware
|
|
KRG Las Vegas Centennial Gateway, LLC
|
Delaware
|
|
KRG Las Vegas Craig, LLC
|
Delaware
|
|
KRG Las Vegas Eastern Beltway, LLC
|
Delaware
|
|
KRG Lithia, LLC
|
Indiana
|
|
KRG Magellan, LLC
|
Maryland
|
|
KRG Management, LLC
|
Indiana
|
|
KRG Market Street Village I, LLC
|
Indiana
|
|
KRG Market Street Village II, LLC
|
Indiana
|
|
KRG Market Street Village, LP
|
Indiana
|
|
KRG Marysville, LLC
|
Indiana
|
|
KRG Merrimack Village, LLC
|
Delaware
|
|
KRG Miramar Square, LLC
|
Delaware
|
|
KRG Naperville Management, LLC
|
Delaware
|
KRG Naperville, LLC
|
Indiana
|
|
KRG Neenah Fox Point, LLC
|
Delaware
|
|
KRG New Hill Place I, LLC
|
Indiana
|
|
KRG New Hill Place, LLC
|
Indiana
|
|
KRG New Hill Place II, LLC
|
Indiana
|
|
KRG Newburgh Bell Oaks, LLC
|
Delaware
|
|
KRG Norman University, LLC
|
Delaware
|
|
KRG Norman University II, LLC
|
Delaware
|
|
KRG Norman University III, LLC
|
Delaware
|
|
KRG Norman University IV, LLC
|
Delaware
|
|
KRG Northdale, LLC
|
Indiana
|
|
KRG North Las Vegas Losee, LLC
|
Delaware
|
|
KRG Oak and Ford Zionsville, LLC
|
Indiana
|
|
KRG Ocean Isle Beach Landing, LLC
|
Delaware
|
|
KRG Oklahoma City Silver Springs, LLC
|
Delaware
|
|
KRG Oldsmar Management, LLC
|
Delaware
|
|
KRG Oldsmar Project Company, LLC
|
Delaware
|
|
KRG Oldsmar, LLC
|
Indiana
|
|
KRG Oleander, LLC
|
Indiana
|
|
KRG Omaha Whispering Ridge, LLC
|
Delaware
|
|
KRG Orange City Saxon, LLC
|
Delaware
|
|
KRG Palm Coast Landing, LLC
|
Delaware
|
|
KRG Pan Am Plaza, LLC
|
Indiana
|
|
KRG Panola I, LLC
|
Delaware
|
|
KRG Panola II, LLC
|
Indiana
|
|
KRG Parkside I, LLC
|
Indiana
|
|
KRG Parkside 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 Management, LLC
|
Delaware
|
|
KRG Plaza Volente, LP
|
Indiana
|
|
KRG Pleasant Prairie Ridge, LLC
|
Delaware
|
|
KRG Port St. Lucie Landing, LLC
|
Delaware
|
|
KRG Port St. Lucie Square, LLC
|
Delaware
|
|
KRG Portofino, LLC
|
Indiana
|
|
KRG Portofino Project Company, LLC
|
Indiana
|
|
KRG PR Ventures, LLC
|
Indiana
|
|
KRG Prattville Legends, LLC
|
Delaware
|
|
KRG Rampart, LLC
|
Delaware
|
|
KRG Riverchase, LLC
|
Delaware
|
|
KRG Rivers Edge II, LLC
|
Indiana
|
|
KRG Rivers Edge, LLC
|
Indiana
|
|
KRG San Antonio, LP
|
Indiana
|
|
KRG Shops at Moore II, LLC
|
Delaware
|
|
KRG Shops at Moore Member, LLC
|
Delaware
|
|
KRG Shops at Moore, LLC
|
Delaware
|
|
KRG Shreveport Regal Court, LLC
|
Delaware
|
|
KRG South Elgin Commons, LLC
|
Delaware
|
|
KRG St. Cloud 13
th
, LLC
|
Delaware
|
|
KRG Stevens Point Pinecrest, LLC
|
Delaware
|
|
KRG Sunland II, LP
|
Indiana
|
KRG Sunland Management, LLC
|
Delaware
|
|
KRG Sunland, LP
|
Indiana
|
|
KRG Temple Terrace, LLC
|
Delaware
|
|
KRG Temple Terrace Member, LLC
|
Delaware
|
|
KRG Territory Member, LLC
|
Delaware
|
|
KRG Territory, LLC
|
Delaware
|
|
KRG Texas, LLC
|
Indiana
|
|
KRG Toringdon Market, LLC
|
Indiana
|
|
KRG Traders Management, LLC
|
Delaware
|
|
KRG Trussville I, LLC
|
Indiana
|
|
KRG Trussville II, LLC
|
Indiana
|
|
KRG Tucson Corner, LLC
|
Delaware
|
|
KRG Vero, LLC
|
Indiana
|
|
KRG Virginia Beach Landstown, LLC
|
Delaware
|
|
KRG Washington Management, LLC
|
Delaware
|
|
KRG Waterford Lakes, LLC
|
Indiana
|
|
KRG Waxahachie Crossing GP, LLC
|
Delaware
|
|
KRG Waxahachie Crossing LP, LLC
|
Delaware
|
|
KRG Waxahachie Crossing Limited Partnership
|
Illinois
|
|
KRG Whitehall Pike Management, LLC
|
Indiana
|
|
KRG White Plains City Center Member II, LLC
|
Delaware
|
|
KRG White Plains City Center Member, LLC
|
Delaware
|
|
KRG White Plains City Center, LLC
|
Delaware
|
|
KRG Woodruff Greenville, LLC
|
Indiana
|
|
KRG/Atlantic Delray Beach, LLC
|
Florida
|
|
KRG/CP Pan Am Plaza, LLC
|
Indiana
|
|
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/WLM Marysville, LLC
|
Indiana
|
|
Meridian South Insurance, LLC
|
Tennessee
|
|
Meridian South Tax Advisors, LLC
|
Indiana
|
|
MS Insurance Protected Cell Series 2014-15
|
Tennessee
|
|
Noblesville Partners, LLC
|
Indiana
|
|
Pleasant Hill Commons Property Owners’ Association, Inc.
|
Florida
|
|
Preston Commons, LLP
|
Indiana
|
|
Riverchase Owners’ Association, Inc.
|
Florida
|
|
Splendido Real Estate, LLC
|
Delaware
|
|
Tradition Commercial Association, Inc.
|
Florida
|
|
Westfield One, LLC
|
Indiana
|
|
Whitehall Pike, LLC
|
Indiana
|
|
White Plains City Center Condo Association, Inc.
|
New York
|
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: February 27, 2015
|
||
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: February 27, 2015
|
||
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, 2014 (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: February 27, 2015
|
By:
|
/s/ John A. Kite
|
John A. Kite
|
||
Chairman and Chief Executive Officer
|
By:
|
/s/ Daniel R. Sink
|
|
Daniel R. Sink
|
||
Chief Financial Officer
|