(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, 2016
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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 (Kite Realty Group Trust)
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Commission File Number: 333-202666-01 (Kite Realty Group, L.P.)
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Maryland (Kite Realty Group Trust)
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11-3715772
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Delaware (Kite Realty Group, L.P.)
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20-1453863
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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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Kite Realty Group Trust
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Yes
x
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No
o
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Kite Realty Group, L.P.
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Yes
x
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No
o
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Kite Realty Group Trust
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Yes
o
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No
x
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Kite Realty Group, L.P.
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Yes
o
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No
x
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Kite Realty Group Trust
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Yes
x
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No
o
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Kite Realty Group, L.P.
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Yes
x
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No
o
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Kite Realty Group Trust
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Yes
x
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No
o
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Kite Realty Group, L.P.
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Yes
x
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No
o
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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
(do not check if a smaller reporting company)
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o
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Smaller reporting company
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o
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Large accelerated filer
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o
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Accelerated filer
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o
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Non-accelerated filer
(do not check if a smaller reporting company)
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x
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Smaller reporting company
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o
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Kite Realty Group Trust
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Yes
o
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No
x
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Kite Realty Group, L.P.
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Yes
o
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No
x
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•
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enhancing investors’ understanding of the Parent Company and the Operating Partnership by enabling investors to view the business as a whole in the same manner as management views and operates the business;
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eliminating duplicative disclosure and providing a more streamlined and readable presentation of information because a substantial portion of the Company’s disclosure applies to both the Parent Company and the Operating Partnership; and
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creating time and cost efficiencies through the preparation of one combined report instead of two separate reports.
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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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1A.
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1B.
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2
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3
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4
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Part II
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5
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6
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7
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7A.
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8
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9
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9A.
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9B.
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Part III
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10
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11
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12
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13
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14
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Part IV
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15
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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 economic uncertainty caused by fluctuations in the prices of oil and other energy sources;
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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 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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the impact of online retail and the perception that such retail has on the value of shopping center assets;
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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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risks associated with cybersecurity attacks and the loss of confidential information and other business disruptions;
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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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Net income attributable to common shareholders was
$1.2 million
for the year ended
December 31, 2016
;
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Same Property Net Operating Income ("Same Property NOI") increased
2.9%
in
2016
compared to
2015
primarily due to increases in rental rates and improved expense control and operating expense recovery;
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We executed leases on
179
new and
209
renewal spaces for approximately
2.0 million
square feet of retail space in
2016
, achieving a blended rent spread of
9.8%
for comparable signed leases;
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Excluding the nine properties under redevelopment, our operating portfolio annual base rent per square foot as of
December 31, 2016
was $15.53, a 2.0% increase from the end of the prior year; and
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We maintained efficiency metrics, which we define as a combination of operating margin and general and administrative expenses to revenue, in the top third of our peer group.
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Parkside Town Commons – Phase II
near Raleigh, North Carolina
–
We delivered a 32,000 square foot space to Stein Mart, which is expected to open in the first half of 2017. In addition, we are negotiating a lease to replace the remaining vacant anchor space, which would increase the committed level to 91.5%.
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Holly Springs Towne Center – Phase II
near Raleigh, North Carolina – We substantially completed construction on this development and transitioned this project to the operating portfolio in the second quarter of 2016. Phase II of the development is anchored by Bed Bath & Beyond, DSW, and Carmike Theatres. We have executed a lease for 23,000 square feet with O2 Fitness for the expansion phase of this development.
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Tamiami Crossing
in Naples, Florida
–
We substantially completed construction on this development and transitioned this 100% occupied project to the operating portfolio in the second quarter of 2016. This center is anchored by Ross Dress for Less, Ulta, Michaels, Petsmart, Stein Mart and Marshalls.
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Under Construction Redevelopment, Reposition, and Repurpose (
“
3-R
”
) Projects.
Our 3-R initiative, which includes a total of 20 projects under construction or active evaluation, continued to progress in 2016. There are a total of 10 projects currently under construction, which have an estimated combined annualized return of approximately 9% to 10%, with aggregate costs for these projects expected to range between
$58.0 million to $66.5 million
. We completed construction on the following four 3-R projects during the fourth quarter of 2016:
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Hitchcock Plaza
in Augusta-Aiken, Georgia – We completed a conversion of vacant space into multiple junior anchor boxes and incremental shop space and executed a new lease with Petco, which opened in October 2016.
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Shops at Moore
in Oklahoma City, Oklahoma – We completed the recapture and expansion of existing vacant space and executed a lease with Five Below, which opened in September 2016.
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Tarpon Bay Plaza
in Naples, Florida – We completed the recapture of a vacant junior anchor space and executed a new lease with PetSmart, which opened in December 2016.
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Traders Point
in Indianapolis, Indiana – We completed the renovation of the existing AMC theater to upgrade the space into a premier entertainment center.
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In June 2016, we drew the remaining $100 million on our $200 million seven-year unsecured term loan ("7-Year Term Loan");
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In July 2016, we amended and restated our credit agreement and extended the maturity date of our $500 million unsecured revolving credit facility to July 28, 2020 (with two six-month extension options), and separated our existing $400 unsecured term loan into a $200 million unsecured term loan maturing July 1, 2019 ("Term Loan A") and a $200 million unsecured term loan maturing July 28, 2021 ("Term Loan B").
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In September 2016, we completed a $300 million public offering of 4.00% Senior Notes due October 1, 2026 ("the Notes"). The net proceeds from the issuance of the Notes were utilized to retire the $200 million Term
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We issued 137,229 of our common shares at an average price per share of $29.52 pursuant to our at-the-market equity program, generating gross proceeds of approximately $4.1 million and, after deducting commissions and other costs, net proceeds of approximately $3.8 million.
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We retired
$240.2 million
of property level secured debt. As a result, the ratio of secured debt to undepreciated assets declined from 23.0% to 16.9% as of December 31, 2015 and 2016, respectively.
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We ended 2016 with a debt service coverage ratio of 3.5x.
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Payment Date
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Amount Per Share
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April 13, 2016
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$
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0.2875
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July 14, 2016
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$
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0.2875
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October 13, 2016
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$
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0.2875
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January 13, 2017
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$
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0.3025
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•
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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
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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, 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-leasing space to new tenants; and
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taking advantage of under-utilized land or existing square footage, reconfiguring properties for better use, or adding ancillary income areas to existing facilities.
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continually evaluating our operating properties for redevelopment and renovation opportunities that we believe will make them more attractive for leasing to new tenants, right sizing anchor space while increasing rental rates, or re-leasing to existing tenants at increased rental rates;
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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 attractive returns and rent growth potential in targeted markets or using the proceeds to improve our financial position; and
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selectively pursuing the acquisition of retail operating properties, portfolios and companies in markets with strong demographics.
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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, the tax consequences of the sale, and 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, theaters, 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, availability of parking, 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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extending the maturity dates of and/or refinancing our near-term mortgage, construction and other indebtedness. Through our efforts in 2016, we increased our weighted average debt maturities to 6.4 years as of December 31, 2016 compared to 5.2 years as of December 31, 2015;
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managing our cash flow from operations;
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expanding our unencumbered asset pool;
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raising additional capital through the issuance of common shares, preferred shares or other securities;
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managing our exposure to interest rate increases on our variable-rate debt through the use of fixed rate hedging transactions;
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issuing unsecured bonds in the public markets, and securing property-specific long-term non-recourse 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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Tenant
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% of Total Portfolio
Annualized Base Rent |
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Publix Super Markets, Inc.
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2.8
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%
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The TJX Companies, Inc.
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2.5
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%
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Petsmart, Inc.
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2.2
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%
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Bed Bath & Beyond, Inc.
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2.2
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%
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Ross Stores, Inc.
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2.1
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%
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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
24%
of our total annualized base rent is located; Indiana, where
14%
of our total annualized base rent is located; and Texas, where
13%
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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downward trends 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 and a decrease in our ability to recover such increased costs from our tenants;
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the need to periodically fund the costs to repair, renovate and re-lease spaces in our operating properties;
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decreased attractiveness of our properties to tenants;
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weather conditions that may increase energy costs and other weather-related expenses, such as snow removal costs;
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changes in laws and governmental regulations and costs of complying with such changed laws and governmental regulations, including those involving 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 (including the number of households and average household income surrounding our properties); 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 and redevelopment 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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the failure of our pre-acquisition investigation of a property or building , and any related representations we may receive from the seller, 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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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 development and 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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difficulty or inability to obtain any required consents of third parties, such as tenants, mortgage lenders and joint venture partners
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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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increases or decreases in dividends;
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changes in accounting principles;
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terrorist acts; and
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general market conditions, including factors unrelated to our performance.
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Property
1
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Location
(MSA)
|
Year
Built/ Renovated |
Owned GLA
2
|
|
Leased %
|
ABR
per Sq. ft. |
Major Owned Tenants
|
Major
Non-owned Tenants |
||||||||||||
Total
|
Anchors
|
Shops
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Total
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Anchors
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Shops
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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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63,107
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44,840
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18,267
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97.6
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%
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100.0
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%
|
91.5
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%
|
$
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12.50
|
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Publix
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Trussville Promenade
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Birmingham
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1999
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463,617
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|
376,010
|
|
87,607
|
|
|
95.0
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%
|
100.0
|
%
|
73.3
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%
|
9.45
|
|
Wal-Mart, Regal Cinemas, Marshalls, Big Lots, PetSmart, Dollar Tree, Ross Dress for Less
|
Kohl's, Sam's Club
|
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Arizona
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|
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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
|
|
24,019
|
|
|
100.0
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%
|
100.0
|
%
|
100.0
|
%
|
29.03
|
|
Nordstrom Rack, Total Wine & More
|
Home Depot
|
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Connecticut
|
|
|
|
|
|
|
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||||||||
Crossing at Killingly Commons
3
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Killingly
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2010
|
208,929
|
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148,250
|
|
60,679
|
|
|
97.0
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%
|
100.0
|
%
|
89.5
|
%
|
16.44
|
|
TJ Maxx, Bed Bath & Beyond, Michaels, Petco, Staples, Stop & Shop Supermarket, Lowe's Home Improvement
|
Target
|
|
Florida
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
12th Street Plaza
|
Vero Beach
|
1978/2003
|
135,016
|
|
121,376
|
|
13,640
|
|
|
97.9
|
%
|
100.0
|
%
|
79.2
|
%
|
9.64
|
|
Publix, Stein Mart, Tuesday Morning, Sunshine Furniture, Planet Fitness
|
|
|
Bayport Commons
|
Tampa
|
2008
|
97,193
|
|
71,540
|
|
25,653
|
|
|
93.7
|
%
|
100.0
|
%
|
76.2
|
%
|
15.90
|
|
Gander Mountain, PetSmart, Michaels
|
Target
|
|
Bolton Plaza
|
Jacksonville
|
1986/2014
|
154,555
|
|
136,195
|
|
18,360
|
|
|
100.0
|
%
|
100.0
|
%
|
100.0
|
%
|
9.59
|
|
LA Fitness, Academy Sports, Marshalls, Aldi
|
|
|
Centre Point Commons
|
Bradenton
|
2007
|
119,275
|
|
93,574
|
|
25,701
|
|
|
100.0
|
%
|
100.0
|
%
|
100.0
|
%
|
17.12
|
|
Best Buy, Dick's Sporting Goods, Office Depot
|
Lowe's Home Improvement
|
|
Cobblestone Plaza
|
Ft. Lauderdale
|
2011
|
133,220
|
|
68,169
|
|
65,051
|
|
|
98.7
|
%
|
100.0
|
%
|
97.3
|
%
|
27.24
|
|
Whole Foods, Party City
|
|
|
Colonial Square
|
Fort Myers
|
2010
|
182,358
|
|
146,283
|
|
36,075
|
|
|
69.2
|
%
|
71.4
|
%
|
60.6
|
%
|
12.87
|
|
Around the Clock Fitness, Dollar Tree, Hobby Lobby, PetSmart, Kohl's
|
|
|
Cove Center
|
Stuart
|
1984/2008
|
155,063
|
|
130,915
|
|
24,148
|
|
|
95.7
|
%
|
100.0
|
%
|
72.5
|
%
|
9.05
|
|
Publix, Beall's, Ace Hardware
|
|
|
Delray Marketplace
3
|
Delray
|
2013
|
260,138
|
|
118,136
|
|
142,002
|
|
|
96.9
|
%
|
100.0
|
%
|
94.4
|
%
|
25.26
|
|
Frank Theatres, Publix, Jos. A. Bank, Carl's Patio, Chicos, Charming Charlie, Ann Taylor, Burt & Max's
|
|
|
Estero Town Commons
|
Naples
|
2006
|
25,631
|
|
—
|
|
25,631
|
|
|
80.6
|
%
|
—
|
%
|
80.6
|
%
|
14.54
|
|
Lowe's Home Improvement, Dollar Tree
|
|
|
Gainesville Plaza
|
Gainesville
|
1970/2015
|
162,243
|
|
125,162
|
|
37,081
|
|
|
86.4
|
%
|
100.0
|
%
|
40.4
|
%
|
9.42
|
|
Ross Dress for Less, Burlington Coat Factory, 2nd and Charles, Save a Lot
|
|
|
Hunter's Creek Promenade
|
Orlando
|
1994
|
119,729
|
|
55,999
|
|
63,730
|
|
|
100.0
|
%
|
100.0
|
%
|
100.0
|
%
|
14.4
|
|
Publix
|
|
|
Indian River Square
|
Vero Beach
|
1997/2004
|
142,706
|
|
109,000
|
|
33,706
|
|
|
92.4
|
%
|
100.0
|
%
|
68.0
|
%
|
11.2
|
|
Beall's, Office Depot, Dollar Tree
|
Target
|
|
International Speedway Square
|
Daytona
|
1999/2013
|
233,443
|
|
203,405
|
|
30,038
|
|
|
98.3
|
%
|
100.0
|
%
|
86.7
|
%
|
11.39
|
|
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
|
88,314
|
|
57,131
|
|
31,183
|
|
|
96.2
|
%
|
100.0
|
%
|
89.3
|
%
|
17.33
|
|
Publix, Royal Fitness
|
|
|
Lake City Commons
|
Lake City
|
2008
|
65,723
|
|
45,600
|
|
20,123
|
|
|
100.0
|
%
|
100.0
|
%
|
100.0
|
%
|
14.59
|
|
Publix
|
|
|
Lake City Commons - Phase II
|
Lake City
|
2011
|
16,291
|
|
12,131
|
|
4,160
|
|
|
100.0
|
%
|
100.0
|
%
|
100.0
|
%
|
15.41
|
|
PetSmart
|
|
|
Lake Mary Plaza
|
Orlando
|
2009
|
21,370
|
|
14,880
|
|
6,490
|
|
|
100.0
|
%
|
100.0
|
%
|
100.0
|
%
|
37.26
|
|
Walgreens
|
|
|
Lakewood Promenade
|
Jacksonville
|
1948/1998
|
196,796
|
|
77,840
|
|
118,956
|
|
|
82.8
|
%
|
100.0
|
%
|
71.6
|
%
|
11.82
|
|
SteinMart, Winn Dixie
|
|
|
Lithia Crossing
|
Tampa
|
2003/2013
|
90,499
|
|
53,547
|
|
36,952
|
|
|
100.0
|
%
|
100.0
|
%
|
100.0
|
%
|
15.03
|
|
Stein Mart, Fresh Market
|
|
|
Miramar Square
|
Ft. Lauderdale
|
2008
|
224,725
|
|
137,505
|
|
87,220
|
|
|
82.9
|
%
|
85.5
|
%
|
78.9
|
%
|
15.49
|
|
Kohl's, Miami Children's Hospital, Dollar General
|
|
|
Palm Coast Landing
|
Palm Coast
|
2010
|
166,027
|
|
100,822
|
|
65,205
|
|
|
100.0
|
%
|
100.0
|
%
|
100.0
|
%
|
18.7
|
|
Michaels, PetSmart, Ross Dress for Less, TJ Maxx, Ulta Salon
|
Target
|
|
Pine Ridge Crossing
|
Naples
|
1993
|
105,867
|
|
66,351
|
|
39,516
|
|
|
100.0
|
%
|
100.0
|
%
|
100.0
|
%
|
17.64
|
|
Publix, Party City
|
Beall's, Target
|
Property
1
|
Location
(MSA)
|
Year
Built/ Renovated |
Owned GLA
2
|
|
Leased %
|
ABR
per Sq. ft. |
Major Owned Tenants
|
Major
Non-owned Tenants |
||||||||||||
Total
|
Anchors
|
Shops
|
|
Total
|
Anchors
|
Shops
|
||||||||||||||
Pleasant Hill Commons
|
Orlando
|
2008
|
70,642
|
|
45,600
|
|
25,042
|
|
|
97.2
|
%
|
100.0
|
%
|
92.2
|
%
|
$
|
14.85
|
|
Publix
|
|
Riverchase Plaza
|
Naples
|
1991/2001
|
78,291
|
|
48,890
|
|
29,401
|
|
|
100.0
|
%
|
100.0
|
%
|
100.0
|
%
|
15.97
|
|
Publix
|
|
|
Saxon Crossing
|
Orange City
|
2009
|
119,894
|
|
95,304
|
|
24,590
|
|
|
99.0
|
%
|
100.0
|
%
|
95.1
|
%
|
14.37
|
|
Hobby Lobby, LA Fitness
|
Lowe's Home Improvement, Target
|
|
Shops at Eagle Creek
|
Naples
|
1983/2013
|
70,805
|
|
50,187
|
|
20,618
|
|
|
94.7
|
%
|
100.0
|
%
|
81.8
|
%
|
15.48
|
|
Fresh Market, Staples
|
Lowe's Home Improvement
|
|
Shops at Eastwood
|
Orlando
|
1997
|
69,037
|
|
51,512
|
|
17,525
|
|
|
98.2
|
%
|
100.0
|
%
|
92.7
|
%
|
13.15
|
|
Publix
|
|
|
Shops at Julington Creek
|
Jacksonville
|
2011
|
40,219
|
|
21,038
|
|
19,181
|
|
|
100.0
|
%
|
100.0
|
%
|
100.0
|
%
|
19.11
|
|
Fresh Market
|
|
|
Tamiami Crossing
|
Naples
|
2016
|
121,705
|
|
121,705
|
|
—
|
|
|
100.0
|
%
|
100.0
|
%
|
—
|
%
|
12.49
|
|
Marshalls, Michaels, PetSmart, Ross Dress for Less, Stein Mart, Ulta
|
Wal-Mart
|
|
Tarpon Bay Plaza
|
Naples
|
2007
|
82,535
|
|
60,139
|
|
22,396
|
|
|
94.7
|
%
|
100.0
|
%
|
80.3
|
%
|
20.95
|
|
World Market, Staples, PetSmart
|
Target
|
|
Temple Terrace
|
Temple Terrace
|
2012
|
90,377
|
|
58,798
|
|
31,579
|
|
|
100.0
|
%
|
100.0
|
%
|
100.0
|
%
|
11.01
|
|
Sweetbay, United Parcel Service
|
|
|
The Landing at Tradition
|
Port St. Lucie
|
2007
|
359,774
|
|
290,396
|
|
69,378
|
|
|
82.7
|
%
|
86.1
|
%
|
68.1
|
%
|
15.29
|
|
TJ Maxx, Ulta Salon, Babies "R" Us, Bed Bath & Beyond, LA Fitness, Michaels, Office Max, Old Navy, PetSmart, Pier 1, DSW
|
Target
|
|
Tradition Village Center
|
Port St. Lucie
|
2006
|
84,163
|
|
45,600
|
|
38,563
|
|
|
91.3
|
%
|
100.0
|
%
|
81.0
|
%
|
16.6
|
|
Publix
|
|
|
Village Walk
|
Fort Myers
|
2009
|
78,533
|
|
54,340
|
|
24,193
|
|
|
95.9
|
%
|
100.0
|
%
|
86.8
|
%
|
16.04
|
|
Publix
|
|
|
Waterford Lakes Village
|
Orlando
|
1997
|
77,948
|
|
51,703
|
|
26,245
|
|
|
100
|
%
|
100.0
|
%
|
100
|
%
|
13.03
|
|
Winn-Dixie
|
|
|
Georgia
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Mullins Crossing
|
Evans
|
2005
|
251,712
|
|
205,716
|
|
45,996
|
|
|
99.4
|
%
|
100.0
|
%
|
96.5
|
%
|
12.47
|
|
Ross Dress for Less, Babies "R" Us, Kohls, La-Z Boy, Marshalls, Office Max, Petco
|
Target
|
|
Publix at Acworth
|
Atlanta
|
1996
|
69,628
|
|
37,888
|
|
31,740
|
|
|
98.3
|
%
|
100.0
|
%
|
96.2
|
%
|
12.39
|
|
Publix
|
|
|
The Centre at Panola
|
Atlanta
|
2001
|
73,079
|
|
51,674
|
|
21,405
|
|
|
100.0
|
%
|
100.0
|
%
|
100.0
|
%
|
12.83
|
|
Publix
|
|
|
Illinois
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Fox Lake Crossing
|
Chicago
|
2002
|
99,072
|
|
65,977
|
|
33,095
|
|
|
91.9
|
%
|
100.0
|
%
|
75.8
|
%
|
13.51
|
|
Dominick's Finer Foods, Dollar Tree
|
|
|
Naperville Marketplace
|
Chicago
|
2008
|
83,793
|
|
61,683
|
|
22,110
|
|
|
98.1
|
%
|
100.0
|
%
|
92.6
|
%
|
13.56
|
|
TJ Maxx, PetSmart,
|
Caputo's
|
|
South Elgin Commons
|
Chicago
|
2011
|
128,000
|
|
128,000
|
|
—
|
|
|
100.0
|
%
|
100.0
|
%
|
—
|
%
|
14.50
|
|
LA Fitness, Ross Dress for Less, Toy "R" Us
|
Target
|
|
Indiana
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
54th & College
|
Indianapolis
|
2008
|
—
|
|
—
|
|
—
|
|
|
—
|
%
|
—
|
%
|
—
|
%
|
—
|
|
The Fresh Market (ground lease)
|
|
|
Beacon Hill
|
Crown Point
|
2006
|
56,897
|
|
11,043
|
|
45,854
|
|
|
94.4
|
%
|
100.0
|
%
|
93.0
|
%
|
15.73
|
|
Anytime Fitness
|
Strack & Van Till, Walgreens
|
|
Bell Oaks Centre
|
Newburgh
|
2008
|
94,959
|
|
74,122
|
|
20,837
|
|
|
98.3
|
%
|
100.0
|
%
|
92.3
|
%
|
11.83
|
|
Schnuck's Market
|
|
|
Boulevard Crossing
|
Kokomo
|
2004
|
124,631
|
|
74,440
|
|
50,191
|
|
|
95.7
|
%
|
100.0
|
%
|
89.4
|
%
|
14.77
|
|
Petco, TJ Maxx, Ulta Salon, Shoe Carnival
|
Kohl's
|
|
Bridgewater Marketplace
|
Indianapolis
|
2008
|
25,975
|
|
—
|
|
25,975
|
|
|
74.9
|
%
|
—
|
%
|
74.9
|
%
|
18.60
|
|
|
Walgreens
|
|
Castleton Crossing
|
Indianapolis
|
1975/2012
|
286,377
|
|
247,710
|
|
38,667
|
|
|
98.7
|
%
|
100.0
|
%
|
90.4
|
%
|
11.47
|
|
K&G Menswear, Value City, TJ Maxx/Home Goods, Shoe Carnival, Dollar Tree, Burlington Coat Factory
|
|
|
Cool Creek Commons
|
Indianapolis
|
2005
|
124,272
|
|
53,600
|
|
70,672
|
|
|
93.8
|
%
|
100.0
|
%
|
89.2
|
%
|
17.86
|
|
The Fresh Market, Stein Mart
|
|
|
Depauw University Bookstore and Café
|
Greencastle
|
2012
|
11,974
|
|
—
|
|
11,974
|
|
|
100.0
|
%
|
—
|
%
|
100.0
|
%
|
8.36
|
|
Folletts, Starbucks
|
|
|
Eddy Street Commons
|
South Bend
|
2009
|
87,991
|
|
20,154
|
|
67,837
|
|
|
96.0
|
%
|
100.0
|
%
|
94.8
|
%
|
24.85
|
|
Hammes Bookstore, Urban Outfitters
|
|
|
Geist Pavilion
|
Indianapolis
|
2006
|
63,910
|
|
29,700
|
|
34,210
|
|
|
96.2
|
%
|
100.0
|
%
|
92.8
|
%
|
16.52
|
|
Goodwill, Ace Hardware
|
|
Property
1
|
Location
(MSA)
|
Year
Built/ Renovated |
Owned GLA
2
|
|
Leased %
|
ABR
per Sq. ft. |
Major Owned Tenants
|
Major
Non-owned Tenants |
||||||||||||
Total
|
Anchors
|
Shops
|
|
Total
|
Anchors
|
Shops
|
||||||||||||||
Glendale Town Center
|
Indianapolis
|
1958/2008
|
393,002
|
|
329,546
|
|
63,456
|
|
|
97.8
|
%
|
100.0
|
%
|
86.6
|
%
|
$
|
7.17
|
|
Macy’s, Landmark Theaters, Staples, Indianapolis Library, Nexus Academy of Indianapolis
|
Lowe's Home Improvement, Target, Walgreens
|
Greyhound Commons
|
Indianapolis
|
2005
|
9,152
|
|
—
|
|
9,152
|
|
|
100.0
|
%
|
—
|
%
|
100.0
|
%
|
13.05
|
|
|
Lowe's Home Improvement Center
|
|
Lima Marketplace
|
Fort Wayne
|
2008
|
100,461
|
|
71,521
|
|
28,940
|
|
|
89.7
|
%
|
100.0
|
%
|
64.1
|
%
|
14.32
|
|
Aldi, Dollar Tree, Office Depot, PetSmart
|
Wal-Mart
|
|
Rangeline Crossing
|
Indianapolis
|
1986/2013
|
99,257
|
|
47,962
|
|
51,295
|
|
|
100.0
|
%
|
100.0
|
%
|
100.0
|
%
|
21.84
|
|
Earth Fare, Walgreens
|
|
|
Rivers Edge
|
Indianapolis
|
2011
|
150,428
|
|
117,890
|
|
32,538
|
|
|
100.0
|
%
|
100.0
|
%
|
100.0
|
%
|
21.22
|
|
Nordstrom Rack, The Container Store, Arhaus Furniture, Bicycle Garage of Indy, Buy Buy Baby, J Crew Mercantile
|
|
|
Stoney Creek Commons
|
Indianapolis
|
2000/2013
|
84,330
|
|
84,330
|
|
—
|
|
|
100.0
|
%
|
100.0
|
%
|
—
|
%
|
12.57
|
|
HH Gregg, Goodwill, LA Fitness
|
Lowe's Home Improvement Center
|
|
Traders Point
|
Indianapolis
|
2005
|
279,646
|
|
238,721
|
|
40,925
|
|
|
98.1
|
%
|
100.0
|
%
|
87.2
|
%
|
14.89
|
|
Dick's Sporting Goods, AMC Theatre, Marsh Supermarkets, Bed, Bath & Beyond, Michaels, Old Navy, PetSmart, Books-A-Million
|
|
|
Traders Point II
|
Indianapolis
|
2005
|
45,977
|
|
—
|
|
45,977
|
|
|
96.5
|
%
|
—
|
%
|
96.5
|
%
|
25.70
|
|
Starbucks, Noodles & Company, Qdoba
|
|
|
Whitehall Pike
|
Bloomington
|
1999
|
128,997
|
|
128,997
|
|
—
|
|
|
100.0
|
%
|
100.0
|
%
|
—
|
%
|
7.86
|
|
Lowe's Home Improvement Center
|
|
|
Nevada
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Cannery Corner
3
|
Las Vegas
|
2008
|
30,745
|
|
—
|
|
30,745
|
|
|
90.7
|
%
|
—
|
%
|
90.7
|
%
|
35.37
|
|
|
Lowe's Home Improvement, Sam's Club
|
|
Centennial Center
3
|
Las Vegas
|
2002
|
335,530
|
|
158,335
|
|
177,195
|
|
|
85.7
|
%
|
85.2
|
%
|
86.1
|
%
|
24.01
|
|
Wal-Mart, Sam's Club, Ross Dress for Less, Big Lots, Famous Footwear, Michaels, Party City, Petco, Rhapsodielle, Home Depot
|
|
|
Centennial Gateway
3
|
Las Vegas
|
2005
|
193,033
|
|
139,861
|
|
53,172
|
|
|
93.6
|
%
|
92.1
|
%
|
97.7
|
%
|
23.93
|
|
24 Hour Fitness, Sportsman's Warehouse, Walgreens, High End Specialty Grocer
|
|
|
Eastern Beltway Center
3
|
Las Vegas
|
1998/2006
|
162,444
|
|
83,982
|
|
78,462
|
|
|
93.4
|
%
|
100.0
|
%
|
86.4
|
%
|
23.93
|
|
Home Consignment Center, Office Max, Petco, Ross Dress for Less, Sam's Club, Wal-Mart
|
Home Depot
|
|
Eastgate
3
|
Las Vegas
|
2002
|
96,589
|
|
53,030
|
|
43,559
|
|
|
91.5
|
%
|
100.0
|
%
|
81.1
|
%
|
22.39
|
|
99 Cent Only Store, Office Depot, Party City
|
Wal-Mart
|
|
Lowe's Plaza
3
|
Las Vegas
|
2007
|
30,208
|
|
—
|
|
30,208
|
|
|
48.3
|
%
|
—
|
%
|
48.3
|
%
|
31.79
|
|
|
Lowe's Home Improvement, Sam's Club
|
|
New Hampshire
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Merrimack Village Center
|
Merrimack
|
2007
|
78,892
|
|
54,000
|
|
24,892
|
|
|
100.0
|
%
|
100.0
|
%
|
100.0
|
%
|
13.89
|
|
Supervalue (Shaw's)
|
|
|
New Jersey
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Bayonne Crossing
|
Bayonne
|
2011
|
106,383
|
|
52,219
|
|
54,164
|
|
|
100.0
|
%
|
100.0
|
%
|
100.0
|
%
|
29.59
|
|
Michaels, New York Sports Club, Lowe's Home Improvement, Wal-Mart
|
|
|
Livingston Shopping Center
|
Newark
|
1997
|
139,605
|
|
133,125
|
|
6,480
|
|
|
95.4
|
%
|
100.0
|
%
|
—
|
%
|
19.77
|
|
Cost Plus, Buy Buy Baby, Nordstrom Rack, DSW, TJ Maxx, Ulta
|
|
|
North Carolina
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Holly Springs Towne Center - Phase I
|
Raleigh
|
2013
|
207,527
|
|
109,233
|
|
98,294
|
|
|
96.8
|
%
|
100.0
|
%
|
93.3
|
%
|
16.56
|
|
Dick's Sporting Goods, Marshalls, Petco, Ulta Salon, Michaels
|
Target
|
|
Holly Springs Towne Center - Phase II
|
Raleigh
|
2016
|
122,009
|
|
88,843
|
|
33,166
|
|
|
95.9
|
%
|
100.0
|
%
|
84.9
|
%
|
19.46
|
|
Bed Bath & Beyond, DSW, Carmike Cinemas
|
|
Property
1
|
Location
(MSA)
|
Year
Built/ Renovated |
Owned GLA
2
|
|
Leased %
|
ABR
per Sq. ft. |
Major Owned Tenants
|
Major
Non-owned Tenants |
||||||||||||
Total
|
Anchors
|
Shops
|
|
Total
|
Anchors
|
Shops
|
||||||||||||||
Memorial Commons
|
Goldsboro
|
2008
|
111,271
|
|
73,876
|
|
37,395
|
|
|
98.3
|
%
|
100.0
|
%
|
95.0
|
%
|
$
|
12.70
|
|
Harris Teeter, Office Depot
|
|
Northcrest Shopping Center
|
Charlotte
|
2008
|
133,674
|
|
65,576
|
|
68,098
|
|
|
96.2
|
%
|
100.0
|
%
|
92.5
|
%
|
22.22
|
|
REI Co-Op, David's Bridal, Dollar Tree, Old Navy, Five Below
|
Target
|
|
Oleander Place
|
Wilmington
|
2012
|
45,530
|
|
30,144
|
|
15,386
|
|
|
100.0
|
%
|
100.0
|
%
|
100.0
|
%
|
16.13
|
|
Whole Foods
|
|
|
Perimeter Woods
|
Charlotte
|
2008
|
126,155
|
|
105,262
|
|
20,893
|
|
|
100.0
|
%
|
100.0
|
%
|
100.0
|
%
|
20.80
|
|
Best Buy, Off Broadway Shoes, Office Max, PetSmart, Lowe's Home Improvement
|
|
|
Parkside Town Commons - Phase I
|
Cary
|
2015
|
55,390
|
|
22,500
|
|
32,890
|
|
|
100.0
|
%
|
100.0
|
%
|
100.0
|
%
|
23.90
|
|
Harris Teeter, Petco, Guitar Center
|
Target
|
|
Toringdon Market
|
Charlotte
|
2004
|
60,407
|
|
26,072
|
|
34,335
|
|
|
94.9
|
%
|
100.0
|
%
|
91.0
|
%
|
20.59
|
|
Earth Fare
|
|
|
Ohio
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Eastgate Pavilion
|
Cincinnati
|
1995
|
236,230
|
|
231,730
|
|
4,500
|
|
|
100.0
|
%
|
100.0
|
%
|
100.0
|
%
|
9.07
|
|
Best Buy, Dick's Sporting Goods, Value City Furniture, Petsmart, DSW, Bed Bath & Beyond
|
|
|
Oklahoma
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Belle Isle
|
Oklahoma City
|
2000
|
164,334
|
|
92,783
|
|
71,551
|
|
|
97.1
|
%
|
100.0
|
%
|
93.2
|
%
|
17.25
|
|
Shoe Carnival, Old Navy, Ross Stores, Nordstrom Rack, Babies "R" Us, Ulta Salon
|
Wal-Mart
|
|
Shops at Moore
|
Moore
|
2010
|
260,592
|
|
187,916
|
|
72,676
|
|
|
100.0
|
%
|
100.0
|
%
|
100.0
|
%
|
12.46
|
|
Bed Bath and Beyond, Best Buy, Hobby Lobby, Office Depot, PetSmart, Ross Dress for Less
|
JC Penney
|
|
Silver Springs Pointe
|
Oklahoma City
|
2001
|
48,444
|
|
20,515
|
|
27,929
|
|
|
76.7
|
%
|
100.0
|
%
|
59.6
|
%
|
15.73
|
|
Kohls, Office Depot
|
Wal-Mart, Sam's Club, Home Depot
|
|
University Town Center
|
Norman
|
2009
|
158,518
|
|
77,097
|
|
81,421
|
|
|
94.6
|
%
|
100.0
|
%
|
89.5
|
%
|
18.07
|
|
Office Depot, Petco, TJ Maxx, Ulta Salon
|
Target
|
|
University Town Center Phase II
|
Norman
|
2012
|
190,487
|
|
133,546
|
|
56,941
|
|
|
93.0
|
%
|
100.0
|
%
|
76.6
|
%
|
12.38
|
|
Academy Sports, DSW, Home Goods, Michaels, Kohls, Guitar Center
|
|
|
South Carolina
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Hitchcock Plaza
|
Augusta-Aiken
|
2006
|
252,370
|
|
214,480
|
|
37,890
|
|
|
90.8
|
%
|
89.7
|
%
|
97.4
|
%
|
10.06
|
|
TJ Maxx, Ross Dress for Less, Academy Sports, Bed Bath and Beyond, Farmers Home Furniture, Old Navy, Petco
|
|
|
Shoppes at Plaza Green
|
Greenville
|
2000
|
194,807
|
|
172,136
|
|
22,671
|
|
|
93.0
|
%
|
94.1
|
%
|
84.8
|
%
|
13.08
|
|
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
|
|
|
100.0
|
%
|
100.0
|
%
|
100.0
|
%
|
10.77
|
|
Publix
|
|
|
Tennessee
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Cool Springs Market
|
Nashville
|
1995
|
230,980
|
|
172,712
|
|
58,268
|
|
|
100.0
|
%
|
100.0
|
%
|
100.0
|
%
|
15.41
|
|
Dick's Sporting Goods, Marshalls, Buy Buy Baby, DSW, Staples, Jo-Ann Fabric
|
Kroger
|
|
Hamilton Crossing - Phase II & III
|
Alcoa
|
2008
|
175,464
|
|
135,737
|
|
39,727
|
|
|
97.7
|
%
|
100.0
|
%
|
89.9
|
%
|
15.02
|
|
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
|
%
|
—
|
|
5.50
|
|
Burlington Coat Factory
|
|
|
Chapel Hill Shopping Center
|
Fort Worth
|
2001
|
126,755
|
|
43,450
|
|
83,305
|
|
|
92.5
|
%
|
100.0
|
%
|
88.6
|
%
|
24.21
|
|
H-E-B Grocery, The Container Store, Cost Plus World Market
|
|
|
Colleyville Downs
|
Dallas
|
2014
|
190,940
|
|
142,073
|
|
48,867
|
|
|
97.3
|
%
|
100.0
|
%
|
89.4
|
%
|
12.44
|
|
Whole Foods, Westlake Hardware, Vineyard's Antique Mall, Goody Goody Liquor, Petco
|
|
|
Kingwood Commons
|
Houston
|
1999
|
164,366
|
|
74,836
|
|
89,530
|
|
|
100.0
|
%
|
100.0
|
%
|
100.0
|
%
|
19.81
|
|
Randall's Food and Drug, Petco, Chico's, Talbots, Ann Taylor, Jos. A. Bank
|
|
|
Market Street Village
|
Fort Worth
|
1970/2011
|
156,625
|
|
136,746
|
|
19,879
|
|
|
100.0
|
%
|
100.0
|
%
|
100.0
|
%
|
12.92
|
|
Jo-Ann Fabric, Ross, Office Depot, Buy Buy Baby, Party City
|
|
Property
1
|
Location
(MSA)
|
Year
Built/ Renovated |
Owned GLA
2
|
|
Leased %
|
ABR
per Sq. ft. |
Major Owned Tenants
|
Major
Non-owned Tenants |
||||||||||||
Total
|
Anchors
|
Shops
|
|
Total
|
Anchors
|
Shops
|
||||||||||||||
Plaza at Cedar Hill
|
Dallas
|
2000/2010
|
302,458
|
|
244,065
|
|
58,393
|
|
|
100.0
|
%
|
100.0
|
%
|
100.0
|
%
|
$
|
13.19
|
|
Sprouts Farmers Market, DSW, Ross Dress for Less, Hobby Lobby, Office Max, Marshalls, Toys “R” Us/Babies “R” Us, Home Goods
|
|
Plaza Volente
|
Austin
|
2004
|
156,308
|
|
105,000
|
|
51,308
|
|
|
96.8
|
%
|
100.0
|
%
|
90.2
|
%
|
17.31
|
|
H-E-B Grocery
|
|
|
Portofino Shopping Center
|
Houston
|
1999/2010
|
387,895
|
|
218,909
|
|
168,986
|
|
|
92.9
|
%
|
100.0
|
%
|
83.8
|
%
|
19.61
|
|
DSW, Michaels, PGA Superstore, SteinMart, PetSmart, Old Navy, TJ Maxx, Nordstrom Rack
|
Sam's Club
|
|
Sunland Towne Centre
|
El Paso
|
1996/2014
|
306,437
|
|
265,037
|
|
41,400
|
|
|
98.9
|
%
|
100.0
|
%
|
91.7
|
%
|
11.89
|
|
Sprouts Farmers Market, PetSmart, Ross, Kmart, Bed Bath & Beyond, Specs Fine Wines
|
|
|
Waxahachie Crossing
|
Waxahachie
|
2010
|
97,127
|
|
72,191
|
|
24,936
|
|
|
100.0
|
%
|
100.0
|
%
|
100.0
|
%
|
14.71
|
|
Best Buy, PetSmart, Ross Dress for Less
|
Home Depot, JC Penney
|
|
Westside Market
|
Dallas
|
2013
|
93,377
|
|
70,000
|
|
23,377
|
|
|
100.0
|
%
|
100.0
|
%
|
100.0
|
%
|
16.17
|
|
Randall's Tom Thumb
|
|
|
Wheatland Town Crossing
|
Dallas
|
2012
|
194,727
|
|
142,302
|
|
52,425
|
|
|
100.0
|
%
|
100.0
|
%
|
100.0
|
%
|
13.01
|
|
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
|
|
|
95.0
|
%
|
100.0
|
%
|
82.8
|
%
|
14.72
|
|
TJ Maxx, Dollar Tree, Downeast Home, Smiths
|
|
|
Draper Peaks
|
Draper
|
2012
|
223,099
|
|
101,464
|
|
121,635
|
|
|
95.3
|
%
|
100.0
|
%
|
91.3
|
%
|
19.24
|
|
Michaels, Office Depot, Petco, Quilted Bear, Ross Dress for Less
|
Kohl's
|
|
Virginia
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Landstown Commons
|
Virginia Beach
|
2007
|
398,333
|
|
207,300
|
|
191,033
|
|
|
94.3
|
%
|
100.0
|
%
|
88.0
|
%
|
19.08
|
|
Bed Bath & Beyond, Best Buy, Books-A-Million, Five Below, Office Max, Pestmart, Rack Room, Ulta, Walgreens, Kirkland, AC Moore, Ross Dress for Less
|
Kohl's
|
|
Wisconsin
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Village at Bay Park
|
Ashwaubenon
|
2005
|
82,254
|
|
23,878
|
|
58,376
|
|
|
91.8
|
%
|
100.0
|
%
|
88.4
|
%
|
15.86
|
|
DSW, JC Penney
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Total
|
|
|
15,097,052
|
|
10,399,662
|
|
4,697,390
|
|
|
95.4
|
%
|
98.4
|
%
|
88.9
|
%
|
$
|
15.53
|
|
|
|
Total Including 3-R Properties not in the Operating Portfolio.
|
|
$
|
15.78
|
|
|
|
____________________
|
|
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, 2016, except for Greyhound Commons and 54th & College.
|
3
|
Operating property is a joint venture.
|
($ in thousands)
|
|
|
|
|
|
|
|
|
|
|
|||||||
Property
|
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 and Parking Properties
|
|
|
|
|
|
|
|
|
|
|
|||||||
Thirty South Meridian
2
|
Indianapolis
|
1905/2002
|
Redeveloped
|
287,928
|
|
99.0
|
%
|
$
|
5,215,801
|
|
75.7
|
%
|
$
|
18.31
|
|
|
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 Properties
|
|
|
|
|
|
|
|
||||||||||
Eddy Street Office (part of Eddy Street Commons)
4
|
South Bend
|
2009
|
Developed
|
81,628
|
|
100.0
|
%
|
$
|
1,218,118
|
|
17.7
|
%
|
$
|
14.92
|
|
|
University of Notre Dame Offices
|
Tradition Village Office (part of Tradition Village Square)
5
|
Port St. Lucie
|
2006
|
Acquired
|
24,247
|
|
87.3
|
%
|
451,744
|
|
6.6
|
%
|
21.34
|
|
|
|
||
Total
|
|
|
|
393,803
|
|
98.5
|
%
|
$
|
6,885,663
|
|
100.0
|
%
|
$
|
17.76
|
|
|
|
____________________
|
|
1
|
Annualized Base Rent represents the monthly contractual rent for December 2016 for each applicable property, multiplied by 12.
|
2
|
Annualized Base Rent includes $793,117 from the Company and subsidiaries as of December 31, 2016, which is eliminated for purposes of our consolidated financial statement presentation.
|
3
|
The garage is managed by a third party.
|
4
|
The Company also owns the Eddy Street Commons retail shopping center in South Bend, Indiana, along with a parking garage that serves a hotel and the office and retail components of the property.
|
5
|
The Company also owns the Tradition Village Square retail shopping center in Port St. Lucie, Florida.
|
($ in thousands)
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Under Construction:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Project
|
Company Ownership %
|
MSA
|
Projected
Stabilization Date 1 |
Projected
Owned GLA 2 |
Projected
Total GLA 3 |
Percent
of Owned GLA Occupied 4 |
Percent
of Owned GLA Pre-Leased/ Committed 5 |
Total
Estimated Project Cost |
Cost Incurred as of December 31, 2016
|
|
Major Tenants and
Non-owned Anchors |
||||||||
Parkside Town Commons, NC - Phase II
6
|
100%
|
Raleigh
|
Mid 2017
|
297,277
|
|
347,642
|
|
53.3
|
%
|
74.7
|
%
|
$
|
86,100
|
|
$
|
82,935
|
|
|
Frank Theatres, Golf Galaxy, Stein Mart, Chuy's, Starbucks, Panera Bread
|
Holly Springs Towne Center, NC - Phase II Expansion
|
100%
|
Raleigh
|
Mid 2018
|
31,800
|
|
31,800
|
|
0.0
|
%
|
72.3
|
%
|
4,500
|
|
—
|
|
|
O2 Fitness
|
||
Total
|
|
329,077
|
|
379,442
|
|
48.2
|
%
|
74.5
|
%
|
$
|
90,600
|
|
$
|
82,935
|
|
|
|
____________________
|
|
|
|
|
|
|
|
|
||
1
|
Stabilization date represents near completion of project construction and substantial occupancy of the property.
|
|||||||||
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 6,832 square feet for which the Company has signed non-binding letters of intent.
|
|||||||||
6
|
Currently negotiating lease to replace former Field & Stream anchor, which would increase Pre-leased / Committed to 91.5%.
|
($ in thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Property
|
Location (MSA)
|
Description
|
Projected ROI
|
Projected Cost
|
Percentage of Cost Spent
|
Est. Stabilized Period
|
Bolton Plaza, Phase II
|
Jacksonville
|
Replacing existing vacant shop space with Marshalls and a ground lease with Aldi; additionally undergoing center upgrades.
|
9.0% - 9.5%
|
$6,000 - $7,000
|
65%
|
1H 2017
|
Burnt Store Promenade*
|
Punta Gorda
|
New building construction of Publix into 45,000 square foot space. New 20 year lease and center upgrades.
|
10.5% - 11.5%
|
$9,000 - $10,000
|
14%
|
1H 2018
|
Castleton Crossing
|
Indianapolis
|
Demolition of existing structure to create new outparcel small shop building.
|
11.5% - 12.0%
|
$3,000 - $4,000
|
71%
|
1H 2017
|
City Center*
|
White Plains
|
Reactivating street-level retail components and enhancing overall shopping experience within multilevel project.
|
6.5% - 7.0%
|
$17,000 - $17,500
|
71%
|
1H 2018
|
Centennial Gateway
|
Las Vegas
|
Retenanting 13,950 square foot anchor location to enhance overall quality of the center; also includes additional structural improvements and building upgrades.
|
29% - 30%
|
$1,000 - $1,500
|
1%
|
2H 2017
|
Market Street Village
|
Fort Worth
|
Retenanting 15,000 square foot anchor space with Party City.
|
25.5% - 26.5%
|
$1,000 - $1,500
|
4%
|
1H 2017
|
Northdale Promenade*
|
Tampa
|
Multi-phase project involving rightsizing of an existing shop tenant to accommodate construction of new junior anchor, and the demolition of shop space to add another junior anchor, enhance space visibility, and improve overall small shop mix.
|
11.0% - 11.5%
|
$5,000 - $6,000
|
41%
|
1H 2017
|
Portofino Shopping Center, Phase I
|
Houston
|
Addition of two small shop buildings on outparcels.
|
8.5% - 9.0%
|
$5,000 - $6,000
|
95%
|
1H 2017
|
Portofino Shopping Center, Phase II
|
Houston
|
Demolition and expansion of existing vacant space to accommodate Nordstrom Rack; rightsizing of existing Old Navy, and relocation of shop tenants.
|
8.0% - 8.5%
|
$6,500 - $7,500
|
22%
|
2H 2018
|
Trussville Promenade1
|
Birmingham
|
Replacing existing vacant small shops with 22,000 square foot junior anchor.
|
6.5% - 7.5%
|
$4,500 - $5,500
|
8%
|
2H 2017
|
|
|
|
|
|
|
|
UNDER CONSTRUCTION REDEVELOPMENT, REPOSITION, REPURPOSE TOTALS
|
9.0% - 10.0%
|
$58,000 - $66,500
|
47%
|
|
||
Note: These projects are subject to various contingencies, many of which are beyond the Company's control. Projected costs and returns are based on current estimates. Actual costs and returns may not meet our expectations.
|
|
COMPLETED PROJECTS DURING 2016
|
|
|
|
|
||
|
|
|
|
|
|
|
Property
|
Location (MSA)
|
Description
|
Annual Projected ROI
|
Cost
|
|
|
Hitchcock Plaza
|
Augusta-Aiken
|
Replaced recaptured vacant box with two junior anchors and incremental shop space.
|
8.0%
|
$2,700
|
|
|
Shops at Moore
|
Oklahoma City
|
Expanded existing vacant space to be reconstructed and occupied with the addition of a new junior anchor.
|
13.4%
|
$1,000
|
|
|
Tarpon Bay Plaza
|
Naples
|
Recaptured junior anchor space to enhance merchandising mix and cross shopping experience; also, upgraded exterior of the center and completed other building improvements.
|
17.4%
|
$2,100
|
|
|
Traders Point
|
Indianapolis
|
Overhauled existing AMC theatre to upgrade to a premier entertainment center; renovation included adding food and beverage component and high-end / luxury improvements.
|
9.0%
|
$2,500
|
|
|
|
|
|
|
|
|
|
COMPLETED PROJECTS TOTALS
|
11.3%
|
$8,300
|
|
|
____________________
|
|
1
|
Refers to Trussville I
|
*
|
Asterisk represents assets removed from the operating portfolio.
|
($ in thousands)
|
|
|
REDEVELOPMENT
|
Location (MSA)
|
Description
|
Beechwood Promenade*
|
Athens
|
Remerchandising opportunity across vacant shop space via new fitness facility, fast casual, and other shops; also considering self storage opportunities.
|
Courthouse Shadows*
|
Naples
|
Recapture of natural lease expiration; retenanting center to add a large format tenant / grocer, as well as, additional junior box opportunities and outparcel development.
|
Fishers Station*
|
Indianapolis
|
Demolition, expansion, and replacement of previous anchor.
|
Hamilton Crossing Centre*
|
Indianapolis
|
Recapture of lease expiration; substantially enhancing merchandising mix and replacing available anchor tenant.
|
Rampart Commons*
|
Las Vegas
|
Addition of new tenants replacing expiring leases. Upgrades to building façades and hardscape through the center.
|
The Landing at Tradition
|
Port St. Lucie
|
Retenanting of 40,295 square feet, as well as, relocation of an additional existing 7,500 square feet tenant within the center to allow for the construction of a new 60,628 square feet new anchor tenant. Also, the construction of a new 10,000 square feet small shop building on an outparcel currently owned by the Company.
|
Targeted Return
|
|
9.5% - 10.5%
|
Expected Cost
|
|
$50,000 - $60,000
|
|
|
|
|
|
|
REPOSITION
1
|
Location (MSA)
|
Description
|
Centennial Center
|
Las Vegas
|
General building enhancements including improved access of main entry point. Addition of two restaurants to anchor the small shop building.
|
Landstown Commons
|
Virginia Beach
|
Either relocation of an existing tenant to accommodate a drive through or the addition of a new tenant with a drive through. General improvement of the main street area, including façade improvements and addition of pedestrian elements.
|
Miramar Square
|
Ft. Lauderdale
|
Remerchandising existing 20,000 square foot anchor space to enhance tenant mix; additional asset upgrades to improve position in market.
|
Targeted Return
|
|
9.5% - 10.5%
|
Expected Cost
|
|
$15,000 - $20,000
|
|
|
|
|
|
|
REPURPOSE
|
Location (MSA)
|
Description
|
The Corner*
|
Indianapolis
|
Creation of a mixed use (retail and multi-family) development replacing an unanchored small shop center.
|
Targeted Return
|
|
9.0% - 9.5%
|
Expected Cost
|
|
$15,000 - $20,000
|
|
|
|
|
|
|
Total Targeted Return
|
9.0% - 11.0%
|
|
Total Expected Cost
|
|
$80,000 - $100,000
|
____________________
|
|
|
|
||
1
|
Reposition refers to less substantial asset enhancements based on internal costs.
|
||||
*
|
Asterisk represents assets removed from the operating portfolio.
|
||||
Note:
|
These opportunities are merely potential at this time and are subject to various contingencies, many of which are beyond the Company's control. Targeted return is based upon our current expectations of capital expenditures, budgets, anticipated leases and certain other factors relating to such opportunities. The actual return on these investments may not meet our expectations.
|
Tenant
|
|
Number of
Locations |
|
Total GLA
|
|
Number of
Leases |
|
Company
Owned GLA |
|
Ground Lease GLA
|
|
Number of Anchor
Owned Locations |
|
Anchor
Owned GLA |
|||||||
Wal-Mart Stores, Inc.
1
|
|
15
|
|
|
2,578,323
|
|
|
6
|
|
|
203,742
|
|
|
811,956
|
|
|
9
|
|
|
1,562,625
|
|
Target Corporation
|
|
16
|
|
|
2,301,943
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
16
|
|
|
2,301,943
|
|
Lowe's Companies, Inc.
|
|
14
|
|
|
2,072,666
|
|
|
5
|
|
|
128,997
|
|
|
650,161
|
|
|
9
|
|
|
1,293,508
|
|
Home Depot Inc.
|
|
6
|
|
|
788,167
|
|
|
1
|
|
|
—
|
|
|
131,858
|
|
|
5
|
|
|
656,309
|
|
Kohl's Corporation
|
|
9
|
|
|
782,386
|
|
|
5
|
|
|
184,516
|
|
|
244,010
|
|
|
4
|
|
|
353,860
|
|
Publix Super Markets, Inc.
|
|
16
|
|
|
773,131
|
|
|
16
|
|
|
773,131
|
|
|
—
|
|
|
—
|
|
|
—
|
|
The TJX Companies, Inc.
2
|
|
22
|
|
|
656,931
|
|
|
22
|
|
|
656,931
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Ross Stores, Inc.
|
|
19
|
|
|
532,707
|
|
|
19
|
|
|
532,707
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Bed Bath & Beyond, Inc.
3
|
|
19
|
|
|
493,719
|
|
|
19
|
|
|
493,719
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Petsmart, Inc.
|
|
20
|
|
|
410,725
|
|
|
20
|
|
|
410,725
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Total
|
|
156
|
|
|
11,390,698
|
|
|
113
|
|
|
3,384,468
|
|
|
1,837,985
|
|
|
43
|
|
|
6,168,245
|
|
____________________
|
|
1
|
Includes Sam's Club, which is owned by the same parent company.
|
2
|
Includes TJ Maxx, Home Goods and Marshalls, all of which are owned by the same parent company.
|
3
|
Includes Buy Buy Baby, Christmas Tree Shops and Cost Plus, all of which are owned by the same parent company.
|
($ in thousands)
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Tenant
|
|
Number
of Stores |
|
Leased GLA/NRA
1
|
|
% of Owned
GLA/NRA of the Portfolio |
|
Annualized
Base Rent 2,3 |
|
Annualized
Base Rent per Sq. Ft. 3 |
|
% of Total
Portfolio Annualized Base Rent 3 |
|||||||
Publix Super Markets, Inc.
|
|
16
|
|
773,131
|
|
|
3.1
|
%
|
|
$
|
7,686
|
|
|
$
|
9.94
|
|
|
2.8
|
%
|
The TJX Companies, Inc.
4
|
|
22
|
|
656,931
|
|
|
2.6
|
%
|
|
6,770
|
|
|
10.31
|
|
|
2.5
|
%
|
||
Petsmart, Inc.
|
|
20
|
|
410,725
|
|
|
1.6
|
%
|
|
6,146
|
|
|
14.96
|
|
|
2.2
|
%
|
||
Bed Bath & Beyond, Inc.
5
|
|
19
|
|
493,719
|
|
|
2.0
|
%
|
|
6,027
|
|
|
12.21
|
|
|
2.2
|
%
|
||
Ross Stores, Inc.
|
|
19
|
|
532,707
|
|
|
2.1
|
%
|
|
5,851
|
|
|
10.98
|
|
|
2.1
|
%
|
||
Lowe's Companies, Inc.
|
|
5
|
|
128,997
|
|
|
0.5
|
%
|
|
5,039
|
|
|
6.47
|
|
|
1.8
|
%
|
||
Office Depot (11) / Office Max (6)
|
|
17
|
|
345,118
|
|
|
1.4
|
%
|
|
4,745
|
|
|
13.75
|
|
|
1.7
|
%
|
||
Dick's Sporting Goods, Inc.
6
|
|
8
|
|
390,502
|
|
|
1.6
|
%
|
|
4,118
|
|
|
10.55
|
|
|
1.5
|
%
|
||
Ascena Retail Group
7
|
|
34
|
|
206,082
|
|
|
0.8
|
%
|
|
4,093
|
|
|
19.86
|
|
|
1.5
|
%
|
||
Michaels Stores, Inc.
|
|
14
|
|
295,066
|
|
|
1.2
|
%
|
|
3,927
|
|
|
13.31
|
|
|
1.4
|
%
|
||
Nordstrom, Inc.
|
|
6
|
|
197,845
|
|
|
0.8
|
%
|
|
3,918
|
|
|
19.80
|
|
|
1.4
|
%
|
||
Wal-Mart Stores, Inc.
8
|
|
6
|
|
203,742
|
|
|
0.8
|
%
|
|
3,655
|
|
|
3.60
|
|
|
1.3
|
%
|
||
LA Fitness
|
|
5
|
|
208,209
|
|
|
0.8
|
%
|
|
3,447
|
|
|
16.56
|
|
|
1.3
|
%
|
||
Best Buy Co., Inc.
|
|
6
|
|
213,604
|
|
|
0.9
|
%
|
|
3,046
|
|
|
14.26
|
|
|
1.1
|
%
|
||
Kohl's Corporation
|
|
5
|
|
184,516
|
|
|
0.7
|
%
|
|
2,927
|
|
|
6.83
|
|
|
1.1
|
%
|
||
Toys "R" Us, Inc.
|
|
6
|
|
179,316
|
|
|
0.7
|
%
|
|
2,924
|
|
|
11.82
|
|
|
1.1
|
%
|
||
National Amusements
|
|
1
|
|
80,000
|
|
|
0.3
|
%
|
|
2,898
|
|
|
36.22
|
|
|
1.1
|
%
|
||
Mattress Firm Holdings Corp (18) / Sleepy's (5)
|
|
23
|
|
105,001
|
|
|
0.4
|
%
|
|
2,840
|
|
|
27.05
|
|
|
1.0
|
%
|
||
Petco Animal Supplies, Inc.
|
|
12
|
|
167,455
|
|
|
0.7
|
%
|
|
2,773
|
|
|
16.56
|
|
|
1.0
|
%
|
||
The Gap, Inc.
9
|
|
11
|
|
172,701
|
|
|
0.7
|
%
|
|
2,664
|
|
|
15.43
|
|
|
1.0
|
%
|
||
DSW Inc.
|
|
9
|
|
175,133
|
|
|
0.7
|
%
|
|
2,491
|
|
|
14.22
|
|
|
0.9
|
%
|
||
Ulta Salon Cosmetics & Fragrance, Inc.
|
|
10
|
|
107,015
|
|
|
0.4
|
%
|
|
2,174
|
|
|
20.31
|
|
|
0.8
|
%
|
||
Frank Theatres
|
|
2
|
|
122,224
|
|
|
0.5
|
%
|
|
2,118
|
|
|
17.33
|
|
|
0.8
|
%
|
||
Walgreens Boots Alliance, Inc.
|
|
4
|
|
67,212
|
|
|
0.3
|
%
|
|
2,099
|
|
|
31.23
|
|
|
0.8
|
%
|
||
Stein Mart, Inc.
|
|
8
|
|
275,222
|
|
|
1.1
|
%
|
|
2,069
|
|
|
7.52
|
|
|
0.8
|
%
|
||
TOTAL
|
|
288
|
|
6,692,173
|
|
|
26.7
|
%
|
|
$
|
96,445
|
|
|
$
|
11.44
|
|
|
35.2
|
%
|
____________________
|
|
1
|
Excludes the estimated size of the structures located on land owned by the Company and ground leased to tenants.
|
2
|
Annualized base rent represents the monthly contractual rent for December 31, 2016 for each applicable tenant multiplied by 12. Annualized base rent does not include tenant reimbursements.
|
3
|
Annualized base rent and percent of total portfolio includes ground lease rent and is calculated using weighted average square feet.
|
4
|
Includes TJ Maxx (13), Marshalls (7) and HomeGoods (2), all of which are owned by the same parent company.
|
5
|
Includes Bed Bath and Beyond (11), Buy Buy Baby (4) Christmas Tree Shops (1) and Cost Plus (3), all of which are owned by the same parent company.
|
6
|
Includes Dick's Sporting Goods (7) and Golf Galaxy (1), both of which are owned by the same parent company.
|
7
|
Includes Ann Taylor (5), Catherine's (2), Dress Barn (11), Lane Bryant (7), Justice Stores (5) and Maurices (4), all of which are owned by the same parent company.
|
8
|
Includes Sam's Club, which is owned by the same parent company.
|
9
|
Includes Banana Republic (1), Gap (1) and Old Navy (9), all of which are owned by the same parent company.
|
($ in thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Region/State
|
|
Total Operating Portfolio Excluding Developments and Redevelopments
|
|
Developments and Redevelopments
2
|
|
Total Operating Portfolio Including Developments and Redevelopments
|
|||||||||||||||||||||||
|
|
Owned
GLA/NRA 1 |
|
Annualized
Base Rent |
|
Owned
GLA/NRA 1 |
|
Annualized
Base Rent |
|
Number of Properties
|
|
Owned
GLA/NRA 1 |
|
Annualized Base Rent - Ground Leases
|
|
Total Annualized
Base Rent |
|
Percent of
Annualized Base Rent |
|||||||||||
Florida
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Florida
|
|
4,264,353
|
|
|
$
|
60,402
|
|
|
283,627
|
|
|
$
|
2,277
|
|
|
38
|
|
4,547,980
|
|
|
$
|
3,755
|
|
|
$
|
66,433
|
|
|
24.4%
|
Southeast
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
North Carolina
|
|
861,963
|
|
|
15,810
|
|
|
329,077
|
|
|
3,513
|
|
|
10
|
|
1,191,040
|
|
|
3,158
|
|
|
22,480
|
|
|
8.3%
|
||||
Georgia
|
|
394,419
|
|
|
4,905
|
|
|
353,970
|
|
|
3,376
|
|
|
4
|
|
748,389
|
|
|
500
|
|
|
8,781
|
|
|
3.2%
|
||||
Tennessee
|
|
406,444
|
|
|
6,135
|
|
|
—
|
|
|
—
|
|
|
2
|
|
406,444
|
|
|
—
|
|
|
6,135
|
|
|
2.3%
|
||||
South Carolina
|
|
515,232
|
|
|
5,409
|
|
|
—
|
|
|
—
|
|
|
3
|
|
515,232
|
|
|
—
|
|
|
5,409
|
|
|
2.0%
|
||||
Alabama
|
|
526,724
|
|
|
4,927
|
|
|
—
|
|
|
—
|
|
|
2
|
|
526,724
|
|
|
201
|
|
|
5,129
|
|
|
1.9%
|
||||
Total Southeast
|
|
2,704,782
|
|
|
37,186
|
|
|
683,047
|
|
|
6,889
|
|
|
21
|
|
3,387,829
|
|
|
3,858
|
|
|
47,933
|
|
|
17.7%
|
||||
Mid-Central
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Texas
|
|
2,284,415
|
|
|
33,769
|
|
|
—
|
|
|
—
|
|
|
12
|
|
2,284,415
|
|
|
1,082
|
|
|
34,851
|
|
|
12.8%
|
||||
Oklahoma
|
|
822,375
|
|
|
11,487
|
|
|
—
|
|
|
—
|
|
|
5
|
|
822,375
|
|
|
1,188
|
|
|
12,676
|
|
|
4.7%
|
||||
Total Mid-Central
|
|
3,106,790
|
|
|
45,256
|
|
|
—
|
|
|
—
|
|
|
17
|
|
3,106,790
|
|
|
2,271
|
|
|
47,527
|
|
|
17.5%
|
||||
Midwest
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Indiana
|
|
2,168,235
|
|
|
29,438
|
|
|
294,012
|
|
|
1,868
|
|
|
22
|
|
2,462,247
|
|
|
1,053
|
|
|
32,359
|
|
|
11.9%
|
||||
Indiana - Office
|
|
369,556
|
|
|
6,434
|
|
|
—
|
|
|
—
|
|
|
2
|
|
369,556
|
|
|
—
|
|
|
6,434
|
|
|
2.4%
|
||||
Illinois
|
|
310,865
|
|
|
4,200
|
|
|
—
|
|
|
—
|
|
|
3
|
|
310,865
|
|
|
—
|
|
|
4,200
|
|
|
1.5%
|
||||
Ohio
|
|
236,230
|
|
|
2,142
|
|
|
—
|
|
|
—
|
|
|
1
|
|
236,230
|
|
|
—
|
|
|
2,142
|
|
|
0.8%
|
||||
Wisconsin
|
|
82,254
|
|
|
1,197
|
|
|
—
|
|
|
—
|
|
|
1
|
|
82,254
|
|
|
381
|
|
|
1,578
|
|
|
0.6%
|
||||
Total Midwest
|
|
3,167,140
|
|
|
43,411
|
|
|
294,012
|
|
|
1,868
|
|
|
29
|
|
3,461,152
|
|
|
1,434
|
|
|
46,713
|
|
|
17.2%
|
||||
West
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Nevada
|
|
848,549
|
|
|
18,291
|
|
|
81,292
|
|
|
2,149
|
|
|
7
|
|
929,841
|
|
|
3,819
|
|
|
24,259
|
|
|
8.8%
|
||||
Utah
|
|
387,197
|
|
|
6,383
|
|
|
—
|
|
|
—
|
|
|
2
|
|
387,197
|
|
|
171
|
|
|
6,554
|
|
|
2.4%
|
||||
Arizona
|
|
79,902
|
|
|
2,320
|
|
|
—
|
|
|
—
|
|
|
1
|
|
79,902
|
|
|
—
|
|
|
2,320
|
|
|
0.9%
|
||||
Total West
|
|
1,315,648
|
|
|
26,994
|
|
|
81,292
|
|
|
2,149
|
|
|
10
|
|
1,396,940
|
|
|
3,990
|
|
|
33,132
|
|
|
12.2%
|
||||
Northeast
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
New York
|
|
—
|
|
|
—
|
|
|
313,139
|
|
|
9,174
|
|
|
1
|
|
313,139
|
|
|
—
|
|
|
9,174
|
|
|
3.4%
|
||||
New Jersey
|
|
245,988
|
|
|
5,779
|
|
|
—
|
|
|
—
|
|
|
2
|
|
245,988
|
|
|
2,251
|
|
|
8,030
|
|
|
3.0%
|
||||
Virginia
|
|
398,333
|
|
|
7,165
|
|
|
—
|
|
|
—
|
|
|
1
|
|
398,333
|
|
|
294
|
|
|
7,459
|
|
|
2.6%
|
||||
Connecticut
|
|
208,929
|
|
|
3,331
|
|
|
—
|
|
|
—
|
|
|
1
|
|
208,929
|
|
|
939
|
|
|
4,270
|
|
|
1.6%
|
||||
New Hampshire
|
|
78,892
|
|
|
1,096
|
|
|
—
|
|
|
—
|
|
|
1
|
|
78,892
|
|
|
160
|
|
|
1,256
|
|
|
0.5%
|
||||
Total Northeast
|
|
932,142
|
|
|
17,372
|
|
|
313,139
|
|
|
9,174
|
|
|
6
|
|
1,245,281
|
|
|
3,644
|
|
|
30,189
|
|
|
11.1%
|
||||
|
|
15,490,855
|
|
|
$
|
230,620
|
|
|
1,655,117
|
|
|
$
|
22,356
|
|
|
121
|
|
17,145,972
|
|
|
$
|
18,952
|
|
|
$
|
271,927
|
|
|
100.0%
|
____________________
|
||||||||||||||
1
|
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.
|
|||||||||||||
2
|
Represents the nine redevelopment and two development projects not in the retail operating portfolio.
|
($ in thousands)
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
|
|
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
|
||||||||||
2017
|
|
211
|
|
|
1,051,836
|
|
|
6.6
|
%
|
|
$
|
18,350
|
|
|
7.3
|
%
|
|
$
|
17.45
|
|
|
$
|
—
|
|
2018
|
|
328
|
|
|
2,018,173
|
|
|
12.7
|
%
|
|
33,452
|
|
|
13.2
|
%
|
|
16.58
|
|
|
1,588
|
|
|||
2019
|
|
267
|
|
|
1,751,580
|
|
|
11.0
|
%
|
|
25,707
|
|
|
10.2
|
%
|
|
14.68
|
|
|
652
|
|
|||
2020
|
|
251
|
|
|
2,125,620
|
|
|
13.3
|
%
|
|
29,253
|
|
|
11.6
|
%
|
|
13.76
|
|
|
1,592
|
|
|||
2021
|
|
314
|
|
|
1,845,118
|
|
|
11.6
|
%
|
|
30,602
|
|
|
12.1
|
%
|
|
16.59
|
|
|
905
|
|
|||
2022
|
|
177
|
|
|
1,634,594
|
|
|
10.2
|
%
|
|
24,932
|
|
|
9.9
|
%
|
|
15.25
|
|
|
1,191
|
|
|||
2023
|
|
124
|
|
|
1,012,008
|
|
|
6.4
|
%
|
|
15,945
|
|
|
6.3
|
%
|
|
15.76
|
|
|
360
|
|
|||
2024
|
|
94
|
|
|
1,018,193
|
|
|
6.4
|
%
|
|
19,667
|
|
|
7.8
|
%
|
|
19.32
|
|
|
288
|
|
|||
2025
|
|
72
|
|
|
657,216
|
|
|
4.1
|
%
|
|
11,334
|
|
|
4.5
|
%
|
|
17.25
|
|
|
806
|
|
|||
2026
|
|
84
|
|
|
798,900
|
|
|
5.0
|
%
|
|
11,864
|
|
|
4.7
|
%
|
|
14.85
|
|
|
1,404
|
|
|||
Beyond
|
|
117
|
|
|
2,039,566
|
|
|
12.8
|
%
|
|
31,870
|
|
|
12.6
|
%
|
|
15.63
|
|
|
10,167
|
|
|||
|
|
2,039
|
|
|
15,952,804
|
|
|
100.0
|
%
|
|
$
|
252,976
|
|
|
100.0
|
%
|
|
$
|
15.86
|
|
|
$
|
18,952
|
|
____________________
|
|
1
|
Lease expiration table reflects rents in place as of December 31, 2016 and does not include option periods; 2017 expirations include 29 month-to-month tenants. This column also excludes ground leases.
|
2
|
Expiring GLA excludes estimated square footage attributable to non-owned structures on land owned by the Company and ground leased to tenants.
|
3
|
Annualized base rent represents the monthly contractual rent for December 2016 for each applicable tenant multiplied by 12. Excludes tenant reimbursements and ground lease revenue.
|
($ in thousands)
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
|
|
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
|
||||||||||
2017
|
|
20
|
|
|
501,932
|
|
|
3.1
|
%
|
|
$
|
5,881
|
|
|
2.3
|
%
|
|
$
|
11.72
|
|
|
$
|
—
|
|
2018
|
|
47
|
|
|
1,287,404
|
|
|
8.1
|
%
|
|
15,118
|
|
|
6.0
|
%
|
|
11.74
|
|
|
1,194
|
|
|||
2019
|
|
36
|
|
|
1,161,220
|
|
|
7.3
|
%
|
|
11,324
|
|
|
4.5
|
%
|
|
9.75
|
|
|
—
|
|
|||
2020
|
|
40
|
|
|
1,606,777
|
|
|
10.1
|
%
|
|
16,641
|
|
|
6.6
|
%
|
|
10.36
|
|
|
1,111
|
|
|||
2021
|
|
44
|
|
|
1,130,968
|
|
|
7.1
|
%
|
|
13,088
|
|
|
5.2
|
%
|
|
11.57
|
|
|
318
|
|
|||
2022
|
|
46
|
|
|
1,181,613
|
|
|
7.4
|
%
|
|
14,515
|
|
|
5.7
|
%
|
|
12.28
|
|
|
745
|
|
|||
2023
|
|
26
|
|
|
660,607
|
|
|
4.2
|
%
|
|
7,768
|
|
|
3.1
|
%
|
|
11.76
|
|
|
260
|
|
|||
2024
|
|
22
|
|
|
738,131
|
|
|
4.6
|
%
|
|
13,138
|
|
|
5.2
|
%
|
|
17.80
|
|
|
—
|
|
|||
2025
|
|
18
|
|
|
422,381
|
|
|
2.6
|
%
|
|
5,757
|
|
|
2.3
|
%
|
|
13.63
|
|
|
381
|
|
|||
2026
|
|
18
|
|
|
537,582
|
|
|
3.4
|
%
|
|
5,429
|
|
|
2.1
|
%
|
|
10.10
|
|
|
750
|
|
|||
Beyond
|
|
48
|
|
|
1,822,566
|
|
|
11.4
|
%
|
|
25,875
|
|
|
10.2
|
%
|
|
14.20
|
|
|
6,259
|
|
|||
|
|
365
|
|
|
11,051,181
|
|
|
69.3
|
%
|
|
$
|
134,535
|
|
|
53.2
|
%
|
|
$
|
12.17
|
|
|
$
|
11,018
|
|
____________________
|
|
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, 2016 and does not include option periods.
|
3
|
Expiring GLA excludes square footage for non-owned ground lease structures on land we own and ground leased to tenants.
|
4
|
Annualized base rent represents the monthly contractual rent for December 2016 for each applicable tenant multiplied by 12. Excludes tenant reimbursements and ground lease revenue.
|
($ in thousands)
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
|
|
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
|
|||||||
2017
|
|
188
|
|
463,814
|
|
|
2.9%
|
|
$
|
10,914
|
|
|
4.3%
|
|
$
|
23.53
|
|
|
$
|
—
|
|
2018
|
|
279
|
|
712,932
|
|
|
4.4%
|
|
17,944
|
|
|
7.1%
|
|
25.17
|
|
|
394
|
|
|||
2019
|
|
230
|
|
585,107
|
|
|
3.7%
|
|
14,281
|
|
|
5.6%
|
|
24.41
|
|
|
652
|
|
|||
2020
|
|
209
|
|
505,532
|
|
|
3.2%
|
|
12,356
|
|
|
4.9%
|
|
24.44
|
|
|
481
|
|
|||
2021
|
|
267
|
|
705,151
|
|
|
4.4%
|
|
17,286
|
|
|
6.8%
|
|
24.51
|
|
|
587
|
|
|||
2022
|
|
128
|
|
401,935
|
|
|
2.5%
|
|
9,544
|
|
|
3.8%
|
|
23.74
|
|
|
447
|
|
|||
2023
|
|
96
|
|
318,413
|
|
|
2.0%
|
|
7,552
|
|
|
3.0%
|
|
23.72
|
|
|
100
|
|
|||
2024
|
|
69
|
|
205,836
|
|
|
1.3%
|
|
5,330
|
|
|
2.1%
|
|
25.89
|
|
|
288
|
|
|||
2025
|
|
51
|
|
155,195
|
|
|
1.0%
|
|
4,307
|
|
|
1.7%
|
|
27.75
|
|
|
425
|
|
|||
2026
|
|
66
|
|
261,318
|
|
|
1.6%
|
|
6,434
|
|
|
2.5%
|
|
24.62
|
|
|
654
|
|
|||
Beyond
|
|
67
|
|
200,555
|
|
|
1.2%
|
|
5,607
|
|
|
2.1%
|
|
27.96
|
|
|
3,907
|
|
|||
|
|
1,650
|
|
4,515,788
|
|
|
28.3%
|
|
$
|
111,556
|
|
|
44.0%
|
|
$
|
24.70
|
|
|
$
|
7,934
|
|
____________________
|
|
1
|
Lease expiration table reflects rents in place as of December 31, 2016, and does not include option periods; 2017 expirations include 29 month-to-month tenants. This column also excludes ground leases.
|
2
|
Expiring GLA excludes estimated square footage attributable to non-owned structures on land we own and ground leased to tenants.
|
3
|
Annualized base rent represents the monthly contractual rent for December 2016 for each applicable tenant multiplied by 12. Excludes tenant reimbursements and ground lease revenue.
|
($ in thousands)
|
|
|
|
|
|
|
|
|
|||||||||
|
|
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.
|
|||||
2017
|
|
3
|
|
86,090
|
|
|
0.5%
|
|
$
|
1,554
|
|
|
0.6%
|
|
$
|
18.05
|
|
2018
|
|
2
|
|
17837
|
|
|
0.1%
|
|
391
|
|
|
0.2%
|
|
21.90
|
|
||
2019
|
|
1
|
|
5,253
|
|
|
—%
|
|
101
|
|
|
—%
|
|
19.25
|
|
||
2020
|
|
2
|
|
13,311
|
|
|
0.1%
|
|
256
|
|
|
0.1%
|
|
19.25
|
|
||
2021
|
|
3
|
|
8,999
|
|
|
0.1%
|
|
227
|
|
|
0.1%
|
|
25.28
|
|
||
2022
|
|
3
|
|
51,046
|
|
|
0.3%
|
|
874
|
|
|
0.3%
|
|
17.11
|
|
||
2023
|
|
2
|
|
32,988
|
|
|
0.2%
|
|
625
|
|
|
0.2%
|
|
18.96
|
|
||
2024
4
|
|
3
|
|
74,226
|
|
|
0.5%
|
|
1,200
|
|
|
0.5%
|
|
16.16
|
|
||
2025
|
|
3
|
|
79,640
|
|
|
0.5%
|
|
1,270
|
|
|
0.5%
|
|
15.95
|
|
||
2026
|
|
—
|
|
—
|
|
|
—%
|
|
—
|
|
|
—%
|
|
—
|
|
||
Beyond
|
|
2
|
|
16,445
|
|
|
0.1%
|
|
388
|
|
|
0.2%
|
|
23.57
|
|
||
|
|
24
|
|
385,835
|
|
|
2.4%
|
|
$
|
6,886
|
|
|
2.7%
|
|
$
|
17.85
|
|
____________________
|
|
1
|
Lease expiration table reflects rents in place as of December 31, 2016 and does not include option periods. This column also excludes ground leases.
|
2
|
Lease expiration table reflects rents in place as of December 31, 2016 and does not include option periods. This column also excludes ground leases.
|
3
|
Annualized base rent represents the monthly contractual rent for December 2016 for each applicable tenant multiplied by 12. Excludes tenant reimbursements.
|
4
|
Expiring annualized base rent includes $0.7 million from Kite Realty Group and subsidiaries.
|
Quarter
|
|
Record Date
|
|
Distribution
Per Share
|
|
Payment Date
|
||
4
th
2016
|
|
January 6, 2017
|
|
$
|
0.3025
|
|
|
January 13, 2017
|
3
rd
2016
|
|
October 6, 2016
|
|
$
|
0.2875
|
|
|
October 13, 2016
|
2
nd
2016
|
|
July 7, 2016
|
|
$
|
0.2875
|
|
|
July 14, 2016
|
1
st
2016
|
|
April 6, 2016
|
|
$
|
0.2875
|
|
|
April 13, 2016
|
4
th
2015
|
|
January 6, 2016
|
|
$
|
0.2725
|
|
|
January 13, 2016
|
3
rd
2015
|
|
October 6, 2015
|
|
$
|
0.2725
|
|
|
October 13, 2015
|
2
nd
2015
|
|
July 7, 2015
|
|
$
|
0.2725
|
|
|
July 14, 2015
|
1
st
2015
|
|
April 6, 2015
|
|
$
|
0.2725
|
|
|
April 13, 2015
|
Period
|
|
Total number
of shares
purchased
1
|
|
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
|
||||
October 1 - October 31
|
|
—
|
|
|
—
|
|
|
N/A
|
|
|
N/A
|
|
November 1 - November 30
|
|
26
|
|
|
$
|
24.34
|
|
|
—
|
|
|
N/A
|
December 1 - December 31
|
|
—
|
|
|
—
|
|
|
N/A
|
|
|
N/A
|
|
Total
|
|
26
|
|
|
|
|
|
|
|
____________________
|
|
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 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.
|
|
($ in thousands)
|
|
Year Ended December 31 (Unaudited)
|
||||||||||||||||||
|
|
2016
1
|
|
2015
2
|
|
2014
3
|
|
2013
4
|
|
2012
5
|
||||||||||
Operating Data:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Total rental related revenue
|
|
$
|
354,122
|
|
|
$
|
347,005
|
|
|
$
|
259,528
|
|
|
$
|
129,488
|
|
|
$
|
96,539
|
|
Expenses:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Property operating
|
|
47,923
|
|
|
49,973
|
|
|
38,703
|
|
|
21,729
|
|
|
16,756
|
|
|||||
Real estate taxes
|
|
42,838
|
|
|
40,904
|
|
|
29,947
|
|
|
15,263
|
|
|
12,858
|
|
|||||
General, administrative, and other
|
|
20,603
|
|
|
18,709
|
|
|
13,043
|
|
|
8,211
|
|
|
7,117
|
|
|||||
Transaction costs
|
|
2,771
|
|
|
1,550
|
|
|
27,508
|
|
|
2,214
|
|
|
364
|
|
|||||
Litigation charge, net
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,007
|
|
|||||
Non-cash gain from release of assumed earnout liability
|
|
—
|
|
|
(4,832
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Impairment charge
|
|
—
|
|
|
1,592
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Depreciation and amortization
|
|
174,564
|
|
|
167,312
|
|
|
120,998
|
|
|
54,479
|
|
|
38,835
|
|
|||||
Total expenses
|
|
288,699
|
|
|
275,208
|
|
|
230,199
|
|
|
101,896
|
|
|
76,937
|
|
|||||
Operating income
|
|
65,423
|
|
|
71,797
|
|
|
29,329
|
|
|
27,592
|
|
|
19,602
|
|
|||||
Interest expense
|
|
(65,577
|
)
|
|
(56,432
|
)
|
|
(45,513
|
)
|
|
(27,994
|
)
|
|
(23,392
|
)
|
|||||
Income tax (expense) benefit of taxable REIT subsidiary
|
|
(814
|
)
|
|
(186
|
)
|
|
(24
|
)
|
|
(262
|
)
|
|
106
|
|
|||||
Non-cash gain on debt extinguishment
|
|
—
|
|
|
5,645
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Gain on settlement
|
|
—
|
|
|
4,520
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Remeasurement loss on consolidation of Parkside Town Commons, net
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(7,980
|
)
|
|||||
Other (expense) income, net
|
|
(169
|
)
|
|
(95
|
)
|
|
(244
|
)
|
|
(62
|
)
|
|
209
|
|
|||||
(Loss) income from continuing operations
|
|
(1,137
|
)
|
|
25,249
|
|
|
(16,452
|
)
|
|
(726
|
)
|
|
(11,455
|
)
|
|||||
Discontinued operations:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Income from operations, excluding impairment charge
|
|
—
|
|
|
—
|
|
|
—
|
|
|
834
|
|
|
656
|
|
|||||
Impairment charge
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(5,372
|
)
|
|
—
|
|
|||||
Non-cash gain on debt extinguishment
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,242
|
|
|
—
|
|
|||||
Gain (loss) on sale of operating properties
|
|
—
|
|
|
—
|
|
|
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
|
|
(1,137
|
)
|
|
25,249
|
|
|
(13,254
|
)
|
|
(3,535
|
)
|
|
(3,705
|
)
|
|||||
Gain on sale of operating properties, net
|
|
4,253
|
|
|
4,066
|
|
|
8,578
|
|
|
—
|
|
|
—
|
|
|||||
Consolidated net income (loss)
|
|
3,116
|
|
|
29,315
|
|
|
(4,676
|
)
|
|
(3,535
|
)
|
|
(3,705
|
)
|
|||||
Net (income) loss attributable to noncontrolling interests:
|
|
(1,933
|
)
|
|
(2,198
|
)
|
|
(1,025
|
)
|
|
685
|
|
|
(629
|
)
|
|||||
Net income (loss) attributable to Kite Realty Group Trust:
|
|
1,183
|
|
|
27,117
|
|
|
(5,701
|
)
|
|
(2,850
|
)
|
|
(4,334
|
)
|
|||||
Dividends on preferred shares
|
|
—
|
|
|
(7,877
|
)
|
|
(8,456
|
)
|
|
(8,456
|
)
|
|
(7,920
|
)
|
|||||
Non-cash adjustment for redemption of preferred shares
|
|
—
|
|
|
(3,797
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Net income (loss) attributable to common shareholders
|
|
$
|
1,183
|
|
|
$
|
15,443
|
|
|
$
|
(14,157
|
)
|
|
$
|
(11,306
|
)
|
|
$
|
(12,254
|
)
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Income (loss) per common share – basic:
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Income (loss) from continuing operations attributable to Kite Realty Group Trust common shareholders
|
|
$
|
0.01
|
|
|
$
|
0.19
|
|
|
$
|
(0.29
|
)
|
|
$
|
(0.37
|
)
|
|
$
|
(1.04
|
)
|
Income (loss) from discontinued operations attributable to Kite Realty Group Trust common shareholders
|
|
—
|
|
|
—
|
|
|
0.05
|
|
|
(0.11
|
)
|
|
0.32
|
|
|||||
Net income (loss) attributable to Kite Realty Group Trust common shareholders
|
|
$
|
0.01
|
|
|
$
|
0.19
|
|
|
$
|
(0.24
|
)
|
|
$
|
(0.48
|
)
|
|
$
|
(0.72
|
)
|
Income (loss) per common share – diluted:
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Income (loss) from continuing operations attributable to Kite Realty Group Trust common shareholders
|
|
$
|
0.01
|
|
|
$
|
0.18
|
|
|
$
|
(0.29
|
)
|
|
$
|
(0.37
|
)
|
|
$
|
(1.04
|
)
|
Income (loss) from discontinued operations attributable to Kite Realty Group Trust common shareholders
|
|
—
|
|
|
—
|
|
|
0.05
|
|
|
(0.11
|
)
|
|
0.32
|
|
|||||
Net income (loss) attributable to Kite Realty Group Trust common shareholders
|
|
$
|
0.01
|
|
|
$
|
0.18
|
|
|
$
|
(0.24
|
)
|
|
$
|
(0.48
|
)
|
|
$
|
(0.72
|
)
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Weighted average Common Shares outstanding – basic
|
|
83,436,511
|
|
|
83,421,904
|
|
|
58,353,448
|
|
|
23,535,434
|
|
|
16,721,315
|
|
|||||
Weighted average Common Shares outstanding – diluted
|
|
83,465,500
|
|
|
83,534,381
|
|
|
58,353,448
|
|
|
23,535,434
|
|
|
16,721,315
|
|
|||||
Distributions declared per Common Share
|
|
$
|
1.17
|
|
|
$
|
1.09
|
|
|
$
|
1.02
|
|
|
$
|
0.96
|
|
|
$
|
0.96
|
|
Net income (loss) attributable to Kite Realty Group Trust common shareholders:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Income (loss) from continuing operations
6
|
|
$
|
1,183
|
|
|
$
|
15,443
|
|
|
$
|
(17,268
|
)
|
|
$
|
(8,686
|
)
|
|
$
|
(17,571
|
)
|
Income (loss) from discontinued operations
|
|
—
|
|
|
—
|
|
|
3,111
|
|
|
(2,620
|
)
|
|
5,317
|
|
|||||
Net income (loss) attributable to Kite Realty Group Trust common shareholders
|
|
$
|
1,183
|
|
|
$
|
15,443
|
|
|
$
|
(14,157
|
)
|
|
$
|
(11,306
|
)
|
|
$
|
(12,254
|
)
|
____________________
|
|
1
|
In 2016, we disposed of two operating properties. The operations of these properties are not reflected as discontinued operations as none of the disposals individually, nor in the aggregate, represent a strategic shift that has or will have a major effect on our operations and financial results.
|
2
|
In 2015, we disposed of nine operating properties. The operations of these properties are not reflected as discontinued operations as none of the disposals individually, nor in the aggregate, represent a strategic shift that has or will have a major effect on our operations and financial results.
|
3
|
In 2014, we disposed of a number of operating properties. Of our 2014 disposals, the only property’s operations reflected as discontinued operations for each of the years presented is 50th and 12th, 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.
|
4
|
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.
|
5
|
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.
|
6
|
Includes gain on sale of operating properties and preferred dividends.
|
($ in thousands)
|
|
As of December 31
|
||||||||||||||||||
|
|
2016
|
|
2015
|
|
2014
|
|
2013
|
|
2012
|
||||||||||
Balance Sheet Data (Unaudited):
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Investment properties, net
|
|
$
|
3,435,382
|
|
|
$
|
3,500,845
|
|
|
$
|
3,417,655
|
|
|
$
|
1,644,478
|
|
|
$
|
1,200,336
|
|
Cash and cash equivalents
|
|
19,874
|
|
|
33,880
|
|
|
43,826
|
|
|
18,134
|
|
|
12,483
|
|
|||||
Assets held for sale
|
|
—
|
|
|
—
|
|
|
179,642
|
|
|
—
|
|
|
—
|
|
|||||
Total assets
|
|
3,656,371
|
|
|
3,756,428
|
|
|
3,866,413
|
|
|
1,758,179
|
|
|
1,283,440
|
|
|||||
Mortgage and other indebtedness
|
|
1,731,074
|
|
|
1,724,449
|
|
|
1,546,460
|
|
|
851,396
|
|
|
694,692
|
|
|||||
Liabilities held for sale
|
|
—
|
|
|
—
|
|
|
81,164
|
|
|
—
|
|
|
—
|
|
|||||
Total liabilities
|
|
1,923,940
|
|
|
1,937,364
|
|
|
1,839,183
|
|
|
957,146
|
|
|
769,148
|
|
|||||
Limited partners' interests in Operating Partnership and other redeemable noncontrolling interests
|
|
88,165
|
|
|
92,315
|
|
|
125,082
|
|
|
43,928
|
|
|
37,670
|
|
|||||
Kite Realty Group Trust shareholders’ equity
|
|
1,643,574
|
|
|
1,725,976
|
|
|
1,898,784
|
|
|
753,557
|
|
|
473,086
|
|
|||||
Noncontrolling interests
|
|
692
|
|
|
773
|
|
|
3,364
|
|
|
3,548
|
|
|
3,536
|
|
|||||
Total liabilities and equity
|
|
3,656,371
|
|
|
3,756,428
|
|
|
3,866,413
|
|
|
1,758,179
|
|
|
1,283,440
|
|
•
|
the fair value of the building on an as-if-vacant basis and the fair value of land determined either by comparable market data, real estate tax assessments, independent appraisals or other relevant data;
|
•
|
above-market and below-market in-place lease values for acquired properties, which are based on the present value (using an interest rate 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 term of the lease. 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;
|
•
|
the value of having a lease in place at the acquisition date. 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; and
|
•
|
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.
|
•
|
Level 1 fair value inputs are quoted prices in active markets for identical instruments to which we have access.
|
•
|
Level 2 fair value inputs are inputs other than quoted prices included in Level 1 that are observable for similar instruments, either directly or indirectly, and appropriately consider counterparty creditworthiness in the valuations.
|
•
|
Level 3 fair value inputs reflect our best estimate of inputs and assumptions market participants would use in pricing an instrument at the measurement date. The inputs are unobservable in the market and significant to the valuation estimate.
|
|
|
# of Properties
|
|||||||
|
|
2016
|
|
2015
|
|
2014
|
|||
Retail Operating Properties
|
|
108
|
|
|
110
|
|
|
118
|
|
Office Operating Properties
|
|
2
|
|
|
2
|
|
|
2
|
|
Redevelopment Properties
|
|
9
|
|
|
6
|
|
|
3
|
|
Total Operating and Redevelopment Properties
|
|
119
|
|
|
118
|
|
|
123
|
|
Development Projects
|
|
2
|
|
|
3
|
|
|
4
|
|
Total All Properties
|
|
121
|
|
|
121
|
|
|
127
|
|
Property Name
|
|
MSA
|
|
Acquisition Date
|
|
Owned GLA
|
|
Merger with Inland Diversified (60 operating properties)
|
|
Various
|
|
July 2014
|
|
10,719,471
|
|
Rampart Commons
|
|
Las Vegas, NV
|
|
December 2014
|
|
81,292
|
|
Colleyville Downs
|
|
Dallas, TX
|
|
April 2015
|
|
190,940
|
|
Belle Isle Station
|
|
Oklahoma City, OK
|
|
May 2015
|
|
164,334
|
|
Livingston Shopping Center
|
|
New York - Newark
|
|
July 2015
|
|
139,605
|
|
Chapel Hill Shopping Center
|
|
Fort Worth / Dallas, TX
|
|
August 2015
|
|
126,755
|
|
Property Name
|
|
MSA
|
|
Disposition Date
|
|
Owned GLA
|
|
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
|
|
Sale of eight operating properties
|
|
Various
2
|
|
November & December 2014
|
|
805,644
|
|
Sale of seven operating properties
|
|
Various
2
|
|
March 2015
|
|
740,034
|
|
Cornelius Gateway
|
|
Portland, OR
|
|
December 2015
|
|
21,326
|
|
Four Corner Square
|
|
Seattle, WA
|
|
December 2015
|
|
107,998
|
|
Shops at Otty
|
|
Portland, OR
|
|
June 2016
|
|
9,845
|
|
Publix at St. Cloud
|
|
St. Cloud, FL
|
|
December 2016
|
|
78,820
|
|
____________________
|
|
1
|
Operating property was classified in discontinued operations in the consolidated statements of operations for the year ended December 31, 2014.
|
2
|
Shortly after the Merger with Inland Diversified we identified and sold certain properties located in multiple MSAs that were not consistent with the Company's strategic plan.
|
Property Name
|
|
MSA
|
|
Economic Occupancy Date
1
|
|
Owned GLA
|
|
Parkside Town Commons – Phase I
|
|
Raleigh, NC
|
|
March 2014
|
|
55,390
|
|
Parkside Town Commons – Phase II
|
|
Raleigh, NC
|
|
September 2014
|
|
347,642
|
|
Holly Springs Towne Center – Phase II
|
|
Raleigh, NC
|
|
December 2015
|
|
122,009
|
|
Tamiami Crossing
|
|
Naples, FL
|
|
March 2016
|
|
121,705
|
|
____________________
|
|
1
|
Represents the earlier of 1) the date on which we started receiving rental payments under tenant leases or ground leases at the property or 2) the date the first tenant took possession of its space at the property.
|
Property Name
|
|
MSA
|
|
Transition to
Redevelopment
1
|
|
Transition to Operations
|
|
Owned GLA
|
|
King’s Lake Square
|
|
Naples, FL
|
|
July 2013
|
|
April 2014
|
|
88,314
|
|
Bolton Plaza
|
|
Jacksonville, FL
|
|
June 2008
|
|
September 2014
|
|
154,555
|
|
Gainesville Plaza
|
|
Gainesville, FL
|
|
June 2013
|
|
December 2015
|
|
162,243
|
|
Cool Springs Market
|
|
Nashville, TN
|
|
July 2015
|
|
December 2015
|
|
230,980
|
|
Courthouse Shadows
2
|
|
Naples, FL
|
|
June 2013
|
|
Pending
|
|
8,160
|
|
Hamilton Crossing Centre
2
|
|
Indianapolis, IN
|
|
June 2014
|
|
Pending
|
|
92,283
|
|
City Center
2
|
|
White Plains, NY
|
|
December 2015
|
|
Pending
|
|
313,139
|
|
Fishers Station
2
|
|
Indianapolis, IN
|
|
December 2015
|
|
Pending
|
|
175,229
|
|
Beechwood Promenade
2
|
|
Athens, GA
|
|
December 2015
|
|
Pending
|
|
353,970
|
|
The Corner
2
|
|
Indianapolis, IN
|
|
December 2015
|
|
Pending
|
|
26,500
|
|
Rampart Commons
2
|
|
Las Vegas, NV
|
|
March 2016
|
|
Pending
|
|
81,292
|
|
Northdale Promenade
2
|
|
Tampa, FL
|
|
March 2016
|
|
Pending
|
|
179,680
|
|
Burnt Store
2
|
|
Punta Gorda, FL
|
|
June 2016
|
|
Pending
|
|
95,787
|
|
____________________
|
|
1
|
Transition date represents the date the property was transferred from our operating portfolio into redevelopment status.
|
2
|
These nine operating properties have been identified as redevelopment properties as they have been excluded from the same property pool.
|
($ in thousands)
|
|
Years Ended December 31,
|
|
|
|||||||
|
|
2016
|
|
2015
|
|
% Change
|
|||||
Leased percentage
|
|
95.3
|
%
|
|
95.5
|
%
|
|
|
|||
Economic Occupancy percentage
2
|
|
93.4
|
%
|
|
92.9
|
%
|
|
|
|||
|
|
|
|
|
|
|
|||||
Net operating income - same properties
3
|
|
$
|
215,330
|
|
|
$
|
209,229
|
|
|
2.9
|
%
|
Net operating income - same properties excluding the properties in the 3-R initiative
|
|
|
|
|
|
3.7
|
%
|
||||
|
|
|
|
|
|
|
|||||
Reconciliation of Same Property NOI to Most Directly Comparable GAAP Measure:
|
|
|
|
|
|
|
|
|
|
||
|
|
|
|
|
|
|
|||||
Net operating income - same properties
|
|
$
|
215,330
|
|
|
$
|
209,229
|
|
|
|
|
Net operating income - non-same activity
4
|
|
48,031
|
|
|
46,899
|
|
|
|
|
||
Other expense, net
|
|
(983
|
)
|
|
(281
|
)
|
|
|
|
||
General, administrative and other
|
|
(20,603
|
)
|
|
(18,709
|
)
|
|
|
|
||
Transaction costs
|
|
(2,771
|
)
|
|
(1,550
|
)
|
|
|
|
||
Depreciation expense
|
|
(174,564
|
)
|
|
(167,312
|
)
|
|
|
|||
Non-cash gain from release of assumed earnout liability
|
|
—
|
|
|
4,832
|
|
|
|
|||
Impairment charge
|
|
—
|
|
|
(1,592
|
)
|
|
|
|
||
Interest expense
|
|
(65,577
|
)
|
|
(56,432
|
)
|
|
|
|
||
Gain on settlement
|
|
—
|
|
|
4,520
|
|
|
|
|||
Non-cash gain on debt extinguishment
|
|
—
|
|
|
5,645
|
|
|
|
|
||
Gains on sales of operating properties
|
|
4,253
|
|
|
4,066
|
|
|
|
|
||
Net income attributable to noncontrolling interests
|
|
(1,933
|
)
|
|
(2,198
|
)
|
|
|
|||
Dividends on preferred shares
|
|
—
|
|
|
(7,877
|
)
|
|
|
|||
Non-cash adjustment for redemption of preferred shares
|
|
—
|
|
|
(3,797
|
)
|
|
|
|||
Net income attributable to common shareholders
|
|
$
|
1,183
|
|
|
$
|
15,443
|
|
|
|
____________________
|
|
1
|
Same Property NOI excludes operating properties in redevelopment as well as office properties (Thirty South Meridian and Eddy Street Commons).
|
2
|
Excludes leases that are signed but under which tenants have not yet commenced the payment of cash rent. Calculated as a weighted average based on the timing of cash rent commencement during the period.
|
3
|
Same Property NOI excludes net gains from outlot sales, straight-line rent revenue, bad debt expense and recoveries, lease termination fees, amortization of lease intangibles and significant prior period expense recoveries and adjustments, if any.
|
4
|
Includes non-cash activity across the portfolio as well as net operating income from properties not included in the same property pool.
|
($ in thousands)
|
|
Years Ended December 31,
|
||||||||||
|
|
2016
|
|
2015
|
|
2014
|
||||||
Consolidated net income (loss)
|
|
$
|
3,116
|
|
|
$
|
29,315
|
|
|
$
|
(4,676
|
)
|
Less: cash dividends on preferred shares
|
|
—
|
|
|
(7,877
|
)
|
|
(8,456
|
)
|
|||
Less: non-cash adjustment for redemption of preferred shares
|
|
—
|
|
|
(3,797
|
)
|
|
—
|
|
|||
Less: net income attributable to noncontrolling interests in properties
|
|
(1,844
|
)
|
|
(1,854
|
)
|
|
(1,435
|
)
|
|||
Less: gains on sales of operating properties
|
|
(4,253
|
)
|
|
(4,066
|
)
|
|
(11,776
|
)
|
|||
Add: impairment charge
|
|
—
|
|
|
1,592
|
|
|
—
|
|
|||
Add: depreciation and amortization of consolidated entities, net of noncontrolling interests
|
|
173,578
|
|
|
166,509
|
|
|
120,452
|
|
|||
FFO of the Operating Partnership
1
|
|
170,597
|
|
|
179,822
|
|
|
94,109
|
|
|||
Less: Limited Partners' interests in FFO
|
|
(3,872
|
)
|
|
(3,789
|
)
|
|
(2,541
|
)
|
|||
FFO attributable to Kite Realty Group Trust common shareholders
1
|
|
$
|
166,725
|
|
|
$
|
176,033
|
|
|
$
|
91,568
|
|
|
|
|
|
|
|
|
||||||
FFO of the Operating Partnership
1
|
|
$
|
170,597
|
|
|
$
|
179,822
|
|
|
$
|
94,109
|
|
Less: gain on settlement
|
|
—
|
|
|
(4,520
|
)
|
|
—
|
|
|||
Add: accelerated amortization of debt issuance costs (non-cash)
|
|
1,121
|
|
|
—
|
|
|
—
|
|
|||
Add: transaction costs
|
|
2,771
|
|
|
1,550
|
|
|
27,508
|
|
|||
Add: severance charge
|
|
500
|
|
|
—
|
|
|
—
|
|
|||
Add: adjustment for redemption of preferred shares (non-cash)
|
|
—
|
|
|
3,797
|
|
|
—
|
|
|||
Less: gain from release of assumed earnout liability (non-cash)
|
|
—
|
|
|
(4,832
|
)
|
|
—
|
|
|||
Add (less): loss (gain) on debt extinguishment
|
|
819
|
|
|
(5,645
|
)
|
|
—
|
|
|||
FFO, as adjusted, of the Operating Partnership
|
|
$
|
175,808
|
|
|
$
|
170,172
|
|
|
$
|
121,617
|
|
____________________
|
|
1
|
“FFO of the Operating Partnership" measures 100% of the operating performance of the Operating Partnership’s real estate properties. “FFO attributable to Kite Realty Group Trust common shareholders” reflects a reduction for the redeemable noncontrolling weighted average diluted interest in the Operating Partnership.
|
($ in thousands)
|
|
Three Months Ended
December 31, |
||
Consolidated net income
|
|
$
|
3,900
|
|
Adjustments to net income:
|
|
|
|
|
Depreciation and amortization
|
|
42,939
|
|
|
Interest expense
|
|
17,613
|
|
|
Income tax expense of taxable REIT subsidiary
|
|
51
|
|
|
Earnings Before Interest, Taxes, Depreciation and Amortization (EBITDA)
|
|
64,503
|
|
|
Adjustments to EBITDA:
|
|
|
||
Unconsolidated EBITDA
|
|
34
|
|
|
Gain on sales of operating properties
|
|
(4,059
|
)
|
|
Other income and expense, net
|
|
75
|
|
|
Noncontrolling interest
|
|
(461
|
)
|
|
Adjusted EBITDA
|
|
60,092
|
|
|
|
|
|
||
Annualized Adjusted EBITDA
1
|
|
$
|
240,368
|
|
|
|
|
||
Company share of net debt:
|
|
|
|
|
Mortgage and other indebtedness
|
|
1,731,074
|
|
|
Less: Partner share of consolidated joint venture debt
|
|
(13,737
|
)
|
|
Less: Cash
|
|
(28,911
|
)
|
|
Less: Debt Premium
|
|
(676
|
)
|
|
Company Share of Net Debt
|
|
1,687,750
|
|
|
Net Debt to Adjusted EBITDA
|
|
7.0x
|
|
____________________
|
|
1
|
Represents Adjusted EBITDA for the three months ended December 31, 2016 (as shown in the table above) multiplied by four.
|
($ in thousands)
|
2016
|
|
2015
|
|
Net change 2015 to 2016
|
||||||
Revenue:
|
|
|
|
|
|
||||||
Rental income (including tenant reimbursements)
|
$
|
344,541
|
|
|
$
|
334,029
|
|
|
$
|
10,512
|
|
Other property related revenue
|
9,581
|
|
|
12,976
|
|
|
(3,395
|
)
|
|||
Total revenue
|
354,122
|
|
|
347,005
|
|
|
7,117
|
|
|||
Expenses:
|
|
|
|
|
|
|
|
|
|||
Property operating
|
47,923
|
|
|
49,973
|
|
|
(2,050
|
)
|
|||
Real estate taxes
|
42,838
|
|
|
40,904
|
|
|
1,934
|
|
|||
General, administrative, and other
|
20,603
|
|
|
18,709
|
|
|
1,894
|
|
|||
Transaction costs
|
2,771
|
|
|
1,550
|
|
|
1,221
|
|
|||
Non-cash gain from release of assumed earnout liability
|
—
|
|
|
(4,832
|
)
|
|
4,832
|
|
|||
Impairment charge
|
—
|
|
|
1,592
|
|
|
(1,592
|
)
|
|||
Depreciation and amortization
|
174,564
|
|
|
167,312
|
|
|
7,252
|
|
|||
Total expenses
|
288,699
|
|
|
275,208
|
|
|
13,491
|
|
|||
Operating income
|
65,423
|
|
|
71,797
|
|
|
(6,374
|
)
|
|||
Interest expense
|
(65,577
|
)
|
|
(56,432
|
)
|
|
(9,145
|
)
|
|||
Income tax expense of taxable REIT subsidiary
|
(814
|
)
|
|
(186
|
)
|
|
(628
|
)
|
|||
Non-cash gain on debt extinguishment
|
—
|
|
|
5,645
|
|
|
(5,645
|
)
|
|||
Gain on settlement
|
—
|
|
|
4,520
|
|
|
(4,520
|
)
|
|||
Other expense, net
|
(169
|
)
|
|
(95
|
)
|
|
(74
|
)
|
|||
(Loss) income before gain on sale of operating properties
|
(1,137
|
)
|
|
25,249
|
|
|
(26,386
|
)
|
|||
Gain on sale of operating properties, net
|
4,253
|
|
|
4,066
|
|
|
187
|
|
|||
Consolidated net income
|
3,116
|
|
|
29,315
|
|
|
(26,199
|
)
|
|||
Net income attributable to noncontrolling interests
|
(1,933
|
)
|
|
(2,198
|
)
|
|
265
|
|
|||
Net income attributable to Kite Realty Group Trust
|
1,183
|
|
|
27,117
|
|
|
(25,934
|
)
|
|||
Dividends on preferred shares
|
—
|
|
|
(7,877
|
)
|
|
7,877
|
|
|||
Non-cash adjustment for redemption of preferred shares
|
—
|
|
|
(3,797
|
)
|
|
3,797
|
|
|||
Net income attributable to common shareholders
|
$
|
1,183
|
|
|
$
|
15,443
|
|
|
$
|
(14,260
|
)
|
|
|
|
|
|
|
||||||
Property operating expense to total revenue ratio
|
13.5
|
%
|
|
14.4
|
%
|
|
(0.9
|
)%
|
($ in thousands)
|
Net change 2015 to 2016
|
||
Properties acquired during 2015
|
$
|
7,275
|
|
Development properties that became operational or were partially operational in 2015 and/or 2016
|
4,917
|
|
|
Properties sold during 2015 and 2016
|
(5,762
|
)
|
|
Properties under redevelopment during 2015 and/or 2016
|
1,109
|
|
|
Properties fully operational during 2015 and 2016 and other
|
2,973
|
|
|
Total
|
$
|
10,512
|
|
($ in thousands)
|
Net change 2015 to 2016
|
||
Properties acquired during 2015
|
$
|
1,577
|
|
Development properties that became operational or were partially operational in 2015 and/or 2016
|
683
|
|
|
Properties sold during 2015 and 2016
|
(1,288
|
)
|
|
Properties under redevelopment during 2015 and/or 2016
|
(444
|
)
|
|
Properties fully operational during 2015 and 2016 and other
|
(2,578
|
)
|
|
Total
|
$
|
(2,050
|
)
|
($ in thousands)
|
Net change 2015 to 2016
|
||
Properties acquired during 2015
|
$
|
1,417
|
|
Development properties that became operational or were partially operational in 2015 and/or 2016
|
372
|
|
|
Properties sold during 2015 and 2016
|
(636
|
)
|
|
Properties under redevelopment during 2015 and/or 2016
|
(127
|
)
|
|
Properties fully operational during 2015 and 2016 and other
|
908
|
|
|
Total
|
$
|
1,934
|
|
($ in thousands)
|
Net change 2015 to 2016
|
||
Properties acquired during 2015
|
$
|
3,763
|
|
Development properties that became operational or were partially operational in 2015 and/or 2016
|
4,572
|
|
|
Properties sold during 2015 and 2016
|
(1,603
|
)
|
|
Properties under redevelopment during 2015 and/or 2016
|
2,434
|
|
|
Properties fully operational during 2015 and 2016 and other
|
(1,914
|
)
|
|
Total
|
$
|
7,252
|
|
($ in thousands)
|
2015
|
|
2014
|
|
Net change 2014 to 2015
|
||||||
Revenue:
|
|
|
|
|
|
||||||
Rental income (including tenant reimbursements)
|
$
|
334,029
|
|
|
$
|
252,228
|
|
|
$
|
81,801
|
|
Other property related revenue
|
12,976
|
|
|
7,300
|
|
|
5,676
|
|
|||
Total revenue
|
347,005
|
|
|
259,528
|
|
|
87,477
|
|
|||
Expenses:
|
|
|
|
|
|
|
|
|
|||
Property operating
|
49,973
|
|
|
38,703
|
|
|
11,270
|
|
|||
Real estate taxes
|
40,904
|
|
|
29,947
|
|
|
10,957
|
|
|||
General, administrative, and other
|
18,709
|
|
|
13,043
|
|
|
5,666
|
|
|||
Merger and acquisition costs
|
1,550
|
|
|
27,508
|
|
|
(25,958
|
)
|
|||
Non-cash gain from release of assumed earnout liability
|
(4,832
|
)
|
|
—
|
|
|
(4,832
|
)
|
|||
Impairment charge
|
1,592
|
|
|
—
|
|
|
1,592
|
|
|||
Depreciation and amortization
|
167,312
|
|
|
120,998
|
|
|
46,314
|
|
|||
Total expenses
|
275,208
|
|
|
230,199
|
|
|
45,009
|
|
|||
Operating income
|
71,797
|
|
|
29,329
|
|
|
42,468
|
|
|||
Interest expense
|
(56,432
|
)
|
|
(45,513
|
)
|
|
(10,919
|
)
|
|||
Income tax expense of taxable REIT subsidiary
|
(186
|
)
|
|
(24
|
)
|
|
(162
|
)
|
|||
Non-cash gain on debt extinguishment
|
5,645
|
|
|
—
|
|
|
5,645
|
|
|||
Gain on settlement
|
4,520
|
|
|
—
|
|
|
4,520
|
|
|||
Other expense, net
|
(95
|
)
|
|
(244
|
)
|
|
149
|
|
|||
Income (loss) from continuing operations
|
25,249
|
|
|
(16,452
|
)
|
|
41,701
|
|
|||
Discontinued operations:
|
|
|
|
|
|
|
|
|
|||
Gain on sales of operating properties, net
|
—
|
|
|
3,198
|
|
|
(3,198
|
)
|
|||
Income (loss) from discontinued operations
|
—
|
|
|
3,198
|
|
|
(3,198
|
)
|
|||
Income (loss) before gain on sale of operating properties
|
25,249
|
|
|
(13,254
|
)
|
|
38,503
|
|
|||
Gain on sale of operating properties, net
|
4,066
|
|
|
8,578
|
|
|
(4,512
|
)
|
|||
Consolidated net income (loss)
|
29,315
|
|
|
(4,676
|
)
|
|
33,991
|
|
|||
Net income attributable to noncontrolling interests
|
(2,198
|
)
|
|
(1,025
|
)
|
|
(1,173
|
)
|
|||
Net income (loss) attributable to Kite Realty Group Trust
|
27,117
|
|
|
(5,701
|
)
|
|
32,818
|
|
|||
Dividends on preferred shares
|
(7,877
|
)
|
|
(8,456
|
)
|
|
579
|
|
|||
Non-cash adjustment for redemption of preferred shares
|
(3,797
|
)
|
|
—
|
|
|
(3,797
|
)
|
|||
Net income (loss) attributable to common shareholders
|
$
|
15,443
|
|
|
$
|
(14,157
|
)
|
|
$
|
29,600
|
|
|
|
|
|
|
|
||||||
Property operating expense to total revenue ratio
|
14.4
|
%
|
|
14.9
|
%
|
|
(0.5
|
)%
|
($ in thousands)
|
Net change 2014 to 2015
|
||
Properties acquired during 2014 or 2015 and retained
|
$
|
82,672
|
|
Development properties that became operational or were partially operational in 2014 and/or 2015
|
3,468
|
|
|
Properties sold during 2014 or 2015 including properties acquired in the Merger
|
(11,420
|
)
|
|
Properties under redevelopment during 2014 and/or 2015 including properties acquired in the Merger
|
6,090
|
|
|
Properties fully operational during 2014 and 2015 and other
|
991
|
|
|
Total
|
$
|
81,801
|
|
($ in thousands)
|
Net change 2014 to 2015
|
||
Properties acquired during 2014 or 2015 and retained
|
$
|
9,876
|
|
Development properties that became operational or were partially operational in 2014 and/or 2015
|
767
|
|
|
Properties sold during 2014 or 2015 including properties acquired in the Merger
|
(1,616
|
)
|
|
Properties under redevelopment during 2014 and/or 2015 including properties acquired in the Merger
|
1,811
|
|
|
Properties fully operational during 2014 and 2015 and other
|
432
|
|
|
Total
|
$
|
11,270
|
|
($ in thousands)
|
Net change 2014 to 2015
|
||
Properties acquired during 2014 or 2015 and retained
|
$
|
10,297
|
|
Development properties that became operational or were partially operational in 2014 and/or 2015
|
215
|
|
|
Properties sold during 2014 or 2015 including properties acquired in the Merger
|
(1,213
|
)
|
|
Properties under redevelopment during 2014 and/or 2015 including properties acquired in the Merger
|
1,012
|
|
|
Properties fully operational during 2014 and 2015 and other
|
646
|
|
|
Total
|
$
|
10,957
|
|
($ in thousands)
|
Net change 2014 to 2015
|
||
Properties acquired during 2014 or 2015 and retained
|
$
|
45,414
|
|
Development properties that became operational or were partially operational in 2014 and/or 2015
|
2,514
|
|
|
Properties sold during 2014 or 2015 including properties acquired in the Merger
|
(3,456
|
)
|
|
Properties under redevelopment during 2014 and/or 2015 including properties acquired in the Merger
|
3,870
|
|
|
Properties fully operational during 2014 and 2015 and other
|
(2,028
|
)
|
|
Total
|
$
|
46,314
|
|
|
Year to Date
|
|
Cumulative
|
||||
($ in thousands)
|
December 31, 2016
|
|
December 31, 2016
|
||||
Developments
|
$
|
3,986
|
|
|
$
|
82,935
|
|
Under Construction 3-R Projects
|
25,543
|
|
|
N/A
|
|
||
3-R Opportunities
|
4,815
|
|
|
N/A
|
|
||
Recently completed developments/redevelopments
1
|
43,949
|
|
|
N/A
|
|
||
Miscellaneous other activity, net
|
7,200
|
|
|
N/A
|
|
||
Recurring operating capital expenditures (primarily tenant improvement payments)
|
8,826
|
|
|
N/A
|
|
||
Total
|
$
|
94,319
|
|
|
$
|
82,935
|
|
____________________
|
|
1
|
This classification includes Holly Springs Towne Center - Phase II, Tamiami Crossing, and Cool Springs Market.
|
•
|
Net proceeds of
$14.2 million
related to the sale of operating properties in 2016, compared to net proceeds of
$170.0 million
related to the sale of seven operating properties in March 2015 and the sale of our Four Corner Square and Cornelius Gateway operating properties in December 2015;
|
•
|
There were no property acquisitions in 2016, while there was a net cash outflow of
$166.4 million
related to acquisitions over the same period in 2015; and
|
•
|
Increase in capital expenditures of
$1.8 million
, in addition to a decrease in construction payables of
$3.0 million
. In 2016, we substantially completed construction at our Tamiami Crossing and Holly Springs Towne Center - Phase II development properties, and incurred additional construction costs at several of our redevelopment properties.
|
•
|
We retired approximately $139 million of secured loans that were secured by multiple operating properties via draws on our unsecured revolving credit facility;
|
•
|
We issued $300 million of our Notes in a public offering. The net proceeds of which were utilized to retire both the $200 million Term Loan A and the $75.9 million construction loan secured by our Parkside Town Commons operating property and to fund a portion of the retirement of $35 million in secured loans.
|
•
|
We drew the remaining $100 million on our $200 million 7-Year Term Loan and used the proceeds to pay down the unsecured revolving credit facility;
|
•
|
We issued
137,229
of our common shares at an average price per share of
$29.52
pursuant to our at-the-market equity program, generating gross proceeds of approximately
$4.1 million
and, after deducting commissions and other costs, net proceeds of approximately
$3.8 million
. The proceeds from these offerings were contributed to the Operating Partnership and used to pay down our unsecured revolving credit facility; and
|
•
|
We made distributions to common shareholders and Common Unit holders of
$98.6 million
.
|
•
|
Net proceeds of $170.0 million related to the sale of seven operating properties in early 2015 and the sale of Four Corner and Cornelius Gateway operating properties in December 2015 compared to net proceeds of $191.1 million related to the sale of eight operating properties in late 2014 and the sale of Red Bank Commons, Ridge Plaza, and 50
th
and 12
th
operating properties in early 2014;
|
•
|
Net cash outflow of $166.4 million related to 2015 acquisitions compared to a net cash outflow of $22.5 million related to the 2014 acquisition of Rampart Commons; and
|
•
|
Decrease in capital expenditures of $2.0 million, in addition to a decrease in the change in construction payables of $19.5 million. In 2015, there was significant construction activity at Parkside Town Commons - Phase II, Tamiami Crossing, and Holly Springs Towne Center - Phase II.
|
•
|
We drew $102.6 million on the unsecured revolving credit facility to redeem all the outstanding shares of our Series A Preferred Shares; $59 million to fund a portion of the acquisitions of Colleyville Downs, Belle Isle Station, Livingston Shopping Center and Chapel Hill Shopping Center; $30 million to fund the acquisition of our partner's interest in our City Center operating property; and $14.7 million on construction loans related to development projects;
|
•
|
We retired the $12.2 million loan secured by our Indian River operating property, the $26.2 million loan secured by our Plaza Volente operating property and the $50.1 million loan secured by our Landstown Commons operating property;
|
•
|
We exercised the accordion option feature on the existing unsecured term loan to increase our total borrowings from $230 million to $400 million. The $170 million of proceeds were utilized to pay down our unsecured revolving credit facility by $140 million and to retire loans totaling $30.5 million that were secured by our Draper Peaks and Beacon Hill operating properties;
|
•
|
We issued $250 million of senior unsecured notes;
|
•
|
In September 2015, we paid off the remaining balance of $199.6 million on our unsecured revolving credit facility and the $33 million loan secured by our Crossing at Killingly operating property, using proceeds from the issuance of the senior unsecured notes, and then in December 2015, we entered into a new $33 million loan secured by our Crossing at Killingly operating property;
|
•
|
In connection with the sale of seven properties in March 2015, we retired the $24 million loan secured by the Regal Court property. We paid down our unsecured revolving credit facility by $27 million utilizing a portion of proceeds from these property sales. In addition in December 2015, we paid down our unsecured revolving credit facility utilizing gross proceeds of $44.9 million from the sales of Four Corner Square and Cornelius Gateway;
|
•
|
We entered into a 7-Year Term Loan for up to $200 million, and in December 2015 drew $100 million on the 7-Year Term Loan and used the proceeds to pay down the unsecured revolving credit facility that was initially utilized to retire the $90 million loan secured by our City Center operating property.
|
•
|
Distributions to common shareholders and Common Unit holders of $93.1 million; and
|
•
|
Distributions to preferred shareholders of $8.6 million.
|
($ in thousands)
|
|
Consolidated
Long-term Debt and Interest 1 |
|
Development Activity and Tenant
Allowances 2 |
|
Operating Ground
Leases |
|
Employment
Contracts 3 |
|
Total |
||||||||||
2017
|
|
$
|
76,122
|
|
|
$
|
8,969
|
|
|
$
|
1,500
|
|
|
$
|
943
|
|
|
$
|
87,534
|
|
2018
|
|
106,566
|
|
|
—
|
|
|
1,357
|
|
|
—
|
|
|
107,923
|
|
|||||
2019
|
|
67,421
|
|
|
—
|
|
|
1,329
|
|
|
—
|
|
|
68,750
|
|
|||||
2020
|
|
109,063
|
|
|
—
|
|
|
1,338
|
|
|
—
|
|
|
110,401
|
|
|||||
2021
|
|
496,182
|
|
|
—
|
|
|
1,349
|
|
|
—
|
|
|
497,531
|
|
|||||
Thereafter
|
|
1,294,056
|
|
|
—
|
|
|
57,708
|
|
|
—
|
|
|
1,351,764
|
|
|||||
Total
|
|
$
|
2,149,410
|
|
|
$
|
8,969
|
|
|
$
|
64,581
|
|
|
$
|
943
|
|
|
$
|
2,223,903
|
|
____________________
|
|
1
|
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, 2016.
|
2
|
Tenant allowances include commitments made to tenants at our operating and under construction development and redevelopment properties.
|
3
|
We have entered into employment agreements with certain members of senior management. The term of each employment agreement expires on June 30, 2017, with automatic one-year renewals each July 1st thereafter unless we or the individual elects not to renew the agreement.
|
($ in thousands)
|
|
December 31,
2016 |
|
December 31,
2015 |
||||
Senior unsecured notes
|
|
$
|
550,000
|
|
|
$
|
250,000
|
|
Unsecured revolving credit facility
|
|
79,600
|
|
|
20,000
|
|
||
Unsecured term loans
|
|
400,000
|
|
|
500,000
|
|
||
Notes payable secured by properties under construction - variable rate
|
|
—
|
|
|
132,776
|
|
||
Mortgage notes payable - fixed rate
|
|
587,762
|
|
|
756,494
|
|
||
Mortgage notes payable - variable rate
|
|
114,388
|
|
|
58,268
|
|
||
Net debt premiums and issuance costs, net
|
|
(676
|
)
|
|
6,911
|
|
||
Total mortgage and other indebtedness
|
|
$
|
1,731,074
|
|
|
$
|
1,724,449
|
|
($ in thousands)
|
Outstanding Amount
|
|
Weighted Average
Maturity (in years) |
|
Weighted Average
Interest Rate |
|
Ratio
|
|||||
Fixed rate debt
1
|
$
|
1,612,054
|
|
|
6.5
|
|
|
4.09
|
%
|
|
93
|
%
|
Variable rate debt
|
119,696
|
|
|
5.1
|
|
|
2.26
|
%
|
|
7
|
%
|
|
Net debt premiums and issuance costs, net
|
(676
|
)
|
|
N/A
|
|
|
N/A
|
|
|
N/A
|
|
|
Total
|
$
|
1,731,074
|
|
|
6.4
|
|
|
3.96
|
%
|
|
100
|
%
|
____________________
|
|
1
|
Fixed rate debt includes, and variable rate date excludes, the portion of such debt that has been hedged by interest rate derivatives. As of December 31, 2016, $474.3 million in variable rate debt is hedged for a weighted average 2.7 years.
|
(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. Other financial statement schedules are omitted because they are not applicable or the required information is shown in the financial statements or notes thereto.
|
||
(c)
|
|
Financial Statement Schedule:
|
||
|
|
The Company files as part of this report the financial statement schedule listed on the index immediately preceding the financial statements at the end of this report.
|
|
KITE REALTY GROUP TRUST
|
|
|
|
(Registrant)
|
|
|
|
|
|
/s/ John A. Kite
|
|
|
John A. Kite
|
February 27, 2017
|
|
Chairman and Chief Executive Officer
|
(Date)
|
|
(Principal Executive Officer)
|
|
|
|
|
|
|
|
|
/s/ Daniel R. Sink
|
|
|
Daniel R. Sink
|
February 27, 2017
|
|
Chief Financial Officer
|
(Date)
|
|
(Principal Financial Officer)
|
|
|
|
|
|
|
|
KITE REALTY GROUP L.P. AND SUBSIDIARIES
|
|
|
|
(Registrant)
|
|
|
|
|
|
/s/ John A. Kite
|
|
|
John A. Kite
|
February 27, 2017
|
|
Chairman and Chief Executive Officer
|
(Date)
|
|
(Principal Executive Officer)
|
|
|
|
|
|
|
|
|
/s/ Daniel R. Sink
|
|
|
Daniel R. Sink
|
February 27, 2017
|
|
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, 2017
|
(John A. Kite)
|
|
|
||
|
|
|
|
|
/s/ William E. Bindley
|
|
Trustee
|
|
February 27, 2017
|
(William E. Bindley)
|
|
|
|
|
|
|
|
|
|
/s/ Victor J. Coleman
|
|
Trustee
|
|
February 27, 2017
|
(Victor J. Coleman)
|
|
|
|
|
|
|
|
|
|
/s/ Christie B. Kelly
|
|
Trustee
|
|
February 27, 2017
|
(Christie B. Kelly)
|
|
|
|
|
|
|
|
|
|
/s/ David R. O’Reilly
|
|
Trustee
|
|
February 27, 2017
|
(David R. O’Reilly)
|
|
|
|
|
|
|
|
|
|
/s/ Barton R. Peterson
|
|
Trustee
|
|
February 27, 2017
|
(Barton R. Peterson)
|
|
|
|
|
|
|
|
|
|
/s/ Lee A. Daniels
|
|
Trustee
|
|
February 27, 2017
|
(Lee A. Daniels)
|
|
|
|
|
|
|
|
|
|
/s/ Gerald W. Grupe
|
|
Trustee
|
|
February 27, 2017
|
(Gerald W. Grupe)
|
|
|
|
|
|
|
|
|
|
/s/ Charles H. Wurtzebach
|
|
Trustee
|
|
February 27, 2017
|
(Charles H. Wurtzebach)
|
|
|
|
|
|
|
|
|
|
/s/ Daniel R. Sink
|
|
Chief Financial Officer (Principal Financial Officer)
|
|
February 27, 2017
|
(Daniel R. Sink)
|
|
|
|
|
|
|
|
|
|
/s/ Thomas R. Olinger
|
|
Senior Vice President, Chief Accounting Officer
|
|
February 27, 2017
|
(Thomas R. Olinger)
|
|
|
|
|
|
Page
|
Consolidated Financial Statements:
|
|
|
|
|
|
|
Kite Realty Group Trust:
|
|
|
|
|
|
F-1
|
|
|
|
|
|
Kite Realty Group, L.P. and subsidiaries
|
|
|
|
|
|
F-2
|
|
|
|
|
|
Kite Realty Group Trust:
|
|
|
|
|
|
F-3
|
|
|
|
|
|
F-4
|
|
|
|
|
|
F-5
|
|
|
|
|
|
F-6
|
|
|
|
|
|
Kite Realty Group, L.P. and subsidiaries
|
|
|
F-7
|
|
|
|
|
|
F-8
|
|
|
|
|
|
F-9
|
|
|
|
|
|
F-10
|
|
|
|
|
|
Kite Realty Group Trust and Kite Realty Group, L.P. and subsidiaries:
|
|
|
|
|
|
F-11
|
|
|
|
|
Financial Statement Schedule:
|
|
|
|
|
|
|
Kite Realty Group Trust and Kite Realty Group, L.P. and subsidiaries:
|
|
|
|
|
|
F-44
|
|
|
|
|
|
F-49
|
|
|
|
|
|
All other schedules for which provision is made in the applicable accounting regulation of the Securities and Exchange Commission are not required under the related instructions or are inapplicable and therefore have been omitted.
|
|
|
December 31,
2016 |
|
December 31,
2015 |
||||
Assets:
|
|
|
|
|
|||
Investment properties, at cost
|
$
|
3,996,065
|
|
|
$
|
3,933,140
|
|
Less: accumulated depreciation
|
(560,683
|
)
|
|
(432,295
|
)
|
||
|
3,435,382
|
|
|
3,500,845
|
|
||
|
|
|
|
||||
Cash and cash equivalents
|
19,874
|
|
|
33,880
|
|
||
Tenant and other receivables, including accrued straight-line rent of $28,703 and $23,809 respectively, net of allowance for uncollectible accounts
|
53,087
|
|
|
51,101
|
|
||
Restricted cash and escrow deposits
|
9,037
|
|
|
13,476
|
|
||
Deferred costs and intangibles, net
|
129,264
|
|
|
148,274
|
|
||
Prepaid and other assets
|
9,727
|
|
|
8,852
|
|
||
Total Assets
|
$
|
3,656,371
|
|
|
$
|
3,756,428
|
|
|
|
|
|
||||
Liabilities and Equity:
|
|
|
|
|
|
||
Mortgage and other indebtedness
|
$
|
1,731,074
|
|
|
$
|
1,724,449
|
|
Accounts payable and accrued expenses
|
80,664
|
|
|
81,356
|
|
||
Deferred revenue and intangibles, net and other liabilities
|
112,202
|
|
|
131,559
|
|
||
Total Liabilities
|
1,923,940
|
|
|
1,937,364
|
|
||
Commitments and contingencies
|
|
|
|
||||
Limited partners' interests in Operating Partnership and other redeemable noncontrolling interests
|
88,165
|
|
|
92,315
|
|
||
Equity:
|
|
|
|
|
|
||
Kite Realty Group Trust Shareholders’ Equity
|
|
|
|
|
|
||
Common Shares, $.01 par value, 225,000,000 shares authorized, 83,545,398 and 83,334,865 shares issued and outstanding at December 31, 2016 and
December 31, 2015, respectively |
835
|
|
|
833
|
|
||
Additional paid in capital and other
|
2,062,360
|
|
|
2,050,545
|
|
||
Accumulated other comprehensive loss
|
(316
|
)
|
|
(2,145
|
)
|
||
Accumulated deficit
|
(419,305
|
)
|
|
(323,257
|
)
|
||
Total Kite Realty Group Trust Shareholders' Equity
|
1,643,574
|
|
|
1,725,976
|
|
||
Noncontrolling Interests
|
692
|
|
|
773
|
|
||
Total Equity
|
1,644,266
|
|
|
1,726,749
|
|
||
Total Liabilities and Equity
|
$
|
3,656,371
|
|
|
$
|
3,756,428
|
|
|
Year Ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
Revenue:
|
|
|
|
|
|
|
|
||||
Minimum rent
|
$
|
274,059
|
|
|
$
|
263,794
|
|
|
$
|
199,455
|
|
Tenant reimbursements
|
70,482
|
|
|
70,235
|
|
|
52,773
|
|
|||
Other property related revenue
|
9,581
|
|
|
12,976
|
|
|
7,300
|
|
|||
Total revenue
|
354,122
|
|
|
347,005
|
|
|
259,528
|
|
|||
Expenses:
|
|
|
|
|
|
|
|||||
Property operating
|
47,923
|
|
|
49,973
|
|
|
38,703
|
|
|||
Real estate taxes
|
42,838
|
|
|
40,904
|
|
|
29,947
|
|
|||
General, administrative, and other
|
20,603
|
|
|
18,709
|
|
|
13,043
|
|
|||
Transaction costs
|
2,771
|
|
|
1,550
|
|
|
27,508
|
|
|||
Non-cash gain from release of assumed earnout liability
|
—
|
|
|
(4,832
|
)
|
|
—
|
|
|||
Impairment charge
|
—
|
|
|
1,592
|
|
|
—
|
|
|||
Depreciation and amortization
|
174,564
|
|
|
167,312
|
|
|
120,998
|
|
|||
Total expenses
|
288,699
|
|
|
275,208
|
|
|
230,199
|
|
|||
Operating income
|
65,423
|
|
|
71,797
|
|
|
29,329
|
|
|||
Interest expense
|
(65,577
|
)
|
|
(56,432
|
)
|
|
(45,513
|
)
|
|||
Income tax expense of taxable REIT subsidiary
|
(814
|
)
|
|
(186
|
)
|
|
(24
|
)
|
|||
Non-cash gain on debt extinguishment
|
—
|
|
|
5,645
|
|
|
—
|
|
|||
Gain on settlement
|
—
|
|
|
4,520
|
|
|
—
|
|
|||
Other expense, net
|
(169
|
)
|
|
(95
|
)
|
|
(244
|
)
|
|||
(Loss) income from continuing operations
|
(1,137
|
)
|
|
25,249
|
|
|
(16,452
|
)
|
|||
Discontinued operations
|
|
|
|
|
|
|
|
|
|||
Gain on sales of operating properties, net
|
—
|
|
|
—
|
|
|
3,198
|
|
|||
Income from discontinued operations
|
—
|
|
|
—
|
|
|
3,198
|
|
|||
(Loss) income before gain on sale of operating properties
|
(1,137
|
)
|
|
25,249
|
|
|
(13,254
|
)
|
|||
Gain on sale of operating properties, net
|
4,253
|
|
|
4,066
|
|
|
8,578
|
|
|||
Consolidated net income (loss)
|
3,116
|
|
|
29,315
|
|
|
(4,676
|
)
|
|||
Net income attributable to noncontrolling interests
|
(1,933
|
)
|
|
(2,198
|
)
|
|
(1,025
|
)
|
|||
Net income (loss) attributable to Kite Realty Group Trust
|
1,183
|
|
|
27,117
|
|
|
(5,701
|
)
|
|||
Dividends on preferred shares
|
—
|
|
|
(7,877
|
)
|
|
(8,456
|
)
|
|||
Non-cash adjustment for redemption of preferred shares
|
—
|
|
|
(3,797
|
)
|
|
—
|
|
|||
Net income (loss) attributable to common shareholders
|
$
|
1,183
|
|
|
$
|
15,443
|
|
|
$
|
(14,157
|
)
|
|
|
|
|
|
|
||||||
Net income (loss) per common share – basic:
|
|
|
|
|
|
|
|
|
|||
Income (loss) from continuing operations attributable to Kite Realty Group Trust common shareholders
|
$
|
0.01
|
|
|
$
|
0.19
|
|
|
$
|
(0.29
|
)
|
Income from discontinued operations attributable to Kite Realty Group Trust common shareholders
|
—
|
|
|
—
|
|
|
0.05
|
|
|||
Net income (loss) attributable to Kite Realty Group Trust common shareholders
|
$
|
0.01
|
|
|
$
|
0.19
|
|
|
$
|
(0.24
|
)
|
Net income (loss) per common share – diluted:
|
|
|
|
|
|
|
|
|
|||
Income (loss) from continuing operations attributable to Kite Realty Group Trust common shareholders
|
$
|
0.01
|
|
|
$
|
0.18
|
|
|
$
|
(0.29
|
)
|
Income from discontinued operations attributable to Kite Realty Group Trust common shareholders
|
—
|
|
|
—
|
|
|
0.05
|
|
|||
Net income (loss) attributable to Kite Realty Group Trust common shareholders
|
$
|
0.01
|
|
|
$
|
0.18
|
|
|
$
|
(0.24
|
)
|
|
|
|
|
|
|
||||||
Weighted average common shares outstanding - basic
|
83,436,511
|
|
|
83,421,904
|
|
|
58,353,448
|
|
|||
Weighted average common shares outstanding - diluted
|
83,465,500
|
|
|
83,534,381
|
|
|
58,353,448
|
|
|||
|
|
|
|
|
|
||||||
Dividends declared per common share
|
$
|
1.165
|
|
|
$
|
1.090
|
|
|
$
|
1.020
|
|
|
|
|
|
|
|
||||||
Net income (loss) attributable to Kite Realty Group Trust common shareholders:
|
|
|
|
|
|
|
|
|
|||
Income (loss) from continuing operations
|
$
|
1,183
|
|
|
$
|
15,443
|
|
|
$
|
(17,268
|
)
|
Income from discontinued operations
|
—
|
|
|
—
|
|
|
3,111
|
|
|||
Net income (loss) attributable to Kite Realty Group Trust common shareholders
|
$
|
1,183
|
|
|
$
|
15,443
|
|
|
$
|
(14,157
|
)
|
|
|
|
|
|
|
||||||
Consolidated net income (loss)
|
$
|
3,116
|
|
|
$
|
29,315
|
|
|
$
|
(4,676
|
)
|
Change in fair value of derivatives
|
1,871
|
|
|
(995
|
)
|
|
(2,621
|
)
|
|||
Total comprehensive income (loss)
|
4,987
|
|
|
28,320
|
|
|
(7,297
|
)
|
|||
Comprehensive income attributable to noncontrolling interests
|
(1,975
|
)
|
|
(2,173
|
)
|
|
(932
|
)
|
|||
Comprehensive income (loss) attributable to Kite Realty Group Trust
|
$
|
3,012
|
|
|
$
|
26,147
|
|
|
$
|
(8,229
|
)
|
|
Preferred Shares
|
|
Common Shares
|
|
Additional
Paid-in Capital
|
|
Accumulated Other
Comprehensive Loss
|
|
Accumulated
Deficit
|
|
Total
|
||||||||||||||||||
Shares
|
|
Amount
|
|
Shares
|
|
Amount
|
|
||||||||||||||||||||||
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
|
|
Stock compensation activity
|
—
|
|
|
—
|
|
|
(173,798
|
)
|
|
(2
|
)
|
|
3,744
|
|
|
—
|
|
|
—
|
|
|
3,742
|
|
||||||
Other comprehensive loss attributable to Kite Realty Group Trust
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(970
|
)
|
|
—
|
|
|
(970
|
)
|
||||||
Distributions declared to common shareholders
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(90,899
|
)
|
|
(90,899
|
)
|
||||||
Distributions to preferred shareholders
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(7,877
|
)
|
|
(7,877
|
)
|
||||||
Redemption of preferred shares
|
(4,100,000
|
)
|
|
(102,500
|
)
|
|
—
|
|
|
—
|
|
|
3,797
|
|
|
—
|
|
|
(3,797
|
)
|
|
(102,500
|
)
|
||||||
Net income attributable to Kite Realty Group Trust
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
27,117
|
|
|
27,117
|
|
||||||
Acquisition of partners' interests in consolidated joint ventures
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,445
|
|
|
—
|
|
|
—
|
|
|
1,445
|
|
||||||
Exchange of redeemable noncontrolling interests for common shares
|
—
|
|
|
—
|
|
|
18,000
|
|
|
—
|
|
|
487
|
|
|
—
|
|
|
—
|
|
|
487
|
|
||||||
Adjustment to redeemable noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(3,353
|
)
|
|
—
|
|
|
—
|
|
|
(3,353
|
)
|
||||||
Balances, December 31, 2015
|
—
|
|
|
$
|
—
|
|
|
83,334,865
|
|
|
$
|
833
|
|
|
$
|
2,050,545
|
|
|
$
|
(2,145
|
)
|
|
$
|
(323,257
|
)
|
|
$
|
1,725,976
|
|
Stock compensation activity
|
—
|
|
|
—
|
|
|
67,804
|
|
|
1
|
|
|
5,042
|
|
|
—
|
|
|
—
|
|
|
5,043
|
|
||||||
Issuance of common shares under at-the-market plan, net
|
—
|
|
|
—
|
|
|
137,229
|
|
|
1
|
|
|
3,836
|
|
|
—
|
|
|
—
|
|
|
3,837
|
|
||||||
Other comprehensive income attributable to Kite Realty Group Trust
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,829
|
|
|
—
|
|
|
1,829
|
|
||||||
Distributions declared to common shareholders
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(97,231
|
)
|
|
(97,231
|
)
|
||||||
Net income attributable to Kite Realty Group Trust
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,183
|
|
|
1,183
|
|
||||||
Exchange of redeemable noncontrolling interests for common shares
|
—
|
|
|
—
|
|
|
5,500
|
|
|
—
|
|
|
149
|
|
|
—
|
|
|
—
|
|
|
149
|
|
||||||
Adjustment to redeemable noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,788
|
|
|
—
|
|
|
—
|
|
|
2,788
|
|
||||||
Balances, December 31, 2016
|
—
|
|
|
$
|
—
|
|
|
83,545,398
|
|
|
$
|
835
|
|
|
$
|
2,062,360
|
|
|
$
|
(316
|
)
|
|
$
|
(419,305
|
)
|
|
$
|
1,643,574
|
|
|
Year Ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
Cash flow from operating activities:
|
|
|
|
|
|
|
|
||||
Consolidated net income (loss)
|
$
|
3,116
|
|
|
$
|
29,315
|
|
|
$
|
(4,676
|
)
|
Adjustments to reconcile consolidated net income (loss) to net cash provided by operating activities:
|
|
|
|
|
|
|
|
|
|||
Gain on sale of operating properties, net of tax
|
(4,253
|
)
|
|
(4,066
|
)
|
|
(11,776
|
)
|
|||
Impairment charge
|
—
|
|
|
1,592
|
|
|
—
|
|
|||
Non-cash gain on debt extinguishment
|
—
|
|
|
(5,645
|
)
|
|
—
|
|
|||
Loss on debt extinguishment
|
1,430
|
|
|
—
|
|
|
—
|
|
|||
Straight-line rent
|
(5,453
|
)
|
|
(5,638
|
)
|
|
(4,744
|
)
|
|||
Depreciation and amortization
|
179,084
|
|
|
170,521
|
|
|
123,862
|
|
|||
Provision for credit losses, net of recoveries
|
2,771
|
|
|
4,331
|
|
|
1,740
|
|
|||
Compensation expense for equity awards
|
5,214
|
|
|
4,580
|
|
|
2,914
|
|
|||
Amortization of debt fair value adjustment
|
(4,412
|
)
|
|
(5,834
|
)
|
|
(3,468
|
)
|
|||
Amortization of in-place lease liabilities
|
(6,863
|
)
|
|
(3,347
|
)
|
|
(4,521
|
)
|
|||
Non-cash gain from release of assumed earnout liability
|
—
|
|
|
(4,832
|
)
|
|
—
|
|
|||
Changes in assets and liabilities:
|
|
|
|
|
|
|
|
|
|||
Tenant receivables
|
(519
|
)
|
|
(1,510
|
)
|
|
(10,044
|
)
|
|||
Deferred costs and other assets
|
(13,509
|
)
|
|
(6,646
|
)
|
|
(5,355
|
)
|
|||
Accounts payable, accrued expenses, deferred revenue, and other liabilities
|
(388
|
)
|
|
(903
|
)
|
|
(41,375
|
)
|
|||
Payments on assumed earnout liability
|
(1,285
|
)
|
|
(2,581
|
)
|
|
—
|
|
|||
Net cash provided by operating activities
|
154,933
|
|
|
169,337
|
|
|
42,557
|
|
|||
Cash flow from investing activities:
|
|
|
|
|
|
|
|
|
|||
Acquisitions of interests in properties
|
—
|
|
|
(166,411
|
)
|
|
(22,506
|
)
|
|||
Capital expenditures, net
|
(94,319
|
)
|
|
(92,564
|
)
|
|
(94,553
|
)
|
|||
Net proceeds from sales of operating properties
|
14,186
|
|
|
170,016
|
|
|
191,126
|
|
|||
Net proceeds from sales of marketable securities acquired from Merger
|
—
|
|
|
—
|
|
|
18,601
|
|
|||
Net cash received from Merger
|
—
|
|
|
—
|
|
|
108,666
|
|
|||
Change in construction payables
|
(3,024
|
)
|
|
4,562
|
|
|
(14,950
|
)
|
|||
Collection of note receivable
|
500
|
|
|
—
|
|
|
542
|
|
|||
Net cash (used in) provided by investing activities
|
(82,657
|
)
|
|
(84,397
|
)
|
|
186,926
|
|
|||
Cash flow from financing activities:
|
|
|
|
|
|
|
|
|
|||
Proceeds from issuance of common shares, net
|
4,402
|
|
|
—
|
|
|
—
|
|
|||
Payments for redemption of preferred shares
|
—
|
|
|
(102,500
|
)
|
|
—
|
|
|||
Repurchases of common shares upon the vesting of restricted shares
|
(1,125
|
)
|
|
(1,002
|
)
|
|
(378
|
)
|
|||
Offering costs
|
—
|
|
|
—
|
|
|
(1,966
|
)
|
|||
Purchase of redeemable noncontrolling interests
|
—
|
|
|
(33,998
|
)
|
|
—
|
|
|||
Loan proceeds
|
608,301
|
|
|
984,303
|
|
|
146,495
|
|
|||
Loan transaction costs
|
(8,084
|
)
|
|
(4,913
|
)
|
|
(4,270
|
)
|
|||
Loan payments
|
(589,501
|
)
|
|
(835,019
|
)
|
|
(285,244
|
)
|
|||
Loss on debt extinguishment
|
(1,430
|
)
|
|
—
|
|
|
—
|
|
|||
Distributions paid – common shareholders
|
(94,669
|
)
|
|
(89,379
|
)
|
|
(46,656
|
)
|
|||
Distributions paid – preferred shareholders
|
—
|
|
|
(8,582
|
)
|
|
(8,456
|
)
|
|||
Distributions paid – redeemable noncontrolling interests
|
(3,924
|
)
|
|
(3,681
|
)
|
|
(2,992
|
)
|
|||
Distributions to noncontrolling interests
|
(252
|
)
|
|
(115
|
)
|
|
(324
|
)
|
|||
Net cash used in financing activities
|
(86,282
|
)
|
|
(94,886
|
)
|
|
(203,791
|
)
|
|||
(Decrease) increase in cash and cash equivalents
|
(14,006
|
)
|
|
(9,946
|
)
|
|
25,692
|
|
|||
Cash and cash equivalents, beginning of year
|
33,880
|
|
|
43,826
|
|
|
18,134
|
|
|||
Cash and cash equivalents, end of year
|
$
|
19,874
|
|
|
$
|
33,880
|
|
|
$
|
43,826
|
|
Supplemental disclosures
|
|
|
|
|
|
|
|
|
|||
Cash paid for interest, net of capitalized interest
|
$
|
67,172
|
|
|
$
|
61,306
|
|
|
$
|
48,526
|
|
Cash paid for taxes
|
$
|
545
|
|
|
$
|
281
|
|
|
$
|
87
|
|
|
December 31,
2016 |
|
December 31,
2015 |
||||
Assets:
|
|
|
|
|
|||
Investment properties, at cost
|
$
|
3,996,065
|
|
|
$
|
3,933,140
|
|
Less: accumulated depreciation
|
(560,683
|
)
|
|
(432,295
|
)
|
||
|
3,435,382
|
|
|
3,500,845
|
|
||
|
|
|
|
||||
Cash and cash equivalents
|
19,874
|
|
|
33,880
|
|
||
Tenant and other receivables, including accrued straight-line rent of $28,703 and $23,809 respectively, net of allowance for uncollectible accounts
|
53,087
|
|
|
51,101
|
|
||
Restricted cash and escrow deposits
|
9,037
|
|
|
13,476
|
|
||
Deferred costs and intangibles, net
|
129,264
|
|
|
148,274
|
|
||
Prepaid and other assets
|
9,727
|
|
|
8,852
|
|
||
Total Assets
|
$
|
3,656,371
|
|
|
$
|
3,756,428
|
|
|
|
|
|
||||
Liabilities and Equity:
|
|
|
|
|
|
||
Mortgage and other indebtedness
|
$
|
1,731,074
|
|
|
$
|
1,724,449
|
|
Accounts payable and accrued expenses
|
80,664
|
|
|
81,356
|
|
||
Deferred revenue and intangibles, net and other liabilities
|
112,202
|
|
|
131,559
|
|
||
Total Liabilities
|
1,923,940
|
|
|
1,937,364
|
|
||
Commitments and contingencies
|
|
|
|
|
|
||
Limited partners' interests in Operating Partnership and other redeemable noncontrolling interests
|
88,165
|
|
|
92,315
|
|
||
Partners Equity:
|
|
|
|
||||
Parent Company:
|
|
|
|
||||
Common equity, 83,545,398 and 83,334,865 units issued and outstanding at December 31, 2016 and December 31, 2015, respectively
|
1,643,890
|
|
|
1,728,121
|
|
||
Accumulated other comprehensive loss
|
(316
|
)
|
|
(2,145
|
)
|
||
Total Partners Equity
|
1,643,574
|
|
|
1,725,976
|
|
||
Noncontrolling Interests
|
692
|
|
|
773
|
|
||
Total Equity
|
1,644,266
|
|
|
1,726,749
|
|
||
Total Liabilities and Equity
|
$
|
3,656,371
|
|
|
$
|
3,756,428
|
|
|
Year Ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
Revenue:
|
|
|
|
|
|
|
|
||||
Minimum rent
|
$
|
274,059
|
|
|
$
|
263,794
|
|
|
$
|
199,455
|
|
Tenant reimbursements
|
70,482
|
|
|
70,235
|
|
|
52,773
|
|
|||
Other property related revenue
|
9,581
|
|
|
12,976
|
|
|
7,300
|
|
|||
Total revenue
|
354,122
|
|
|
347,005
|
|
|
259,528
|
|
|||
Expenses:
|
|
|
|
|
|
|
|
|
|||
Property operating
|
47,923
|
|
|
49,973
|
|
|
38,703
|
|
|||
Real estate taxes
|
42,838
|
|
|
40,904
|
|
|
29,947
|
|
|||
General, administrative, and other
|
20,603
|
|
|
18,709
|
|
|
13,043
|
|
|||
Merger and acquisition costs
|
2,771
|
|
|
1,550
|
|
|
27,508
|
|
|||
Non-cash gain from release of assumed earnout liability
|
—
|
|
|
(4,832
|
)
|
|
—
|
|
|||
Impairment charge
|
—
|
|
|
1,592
|
|
|
—
|
|
|||
Depreciation and amortization
|
174,564
|
|
|
167,312
|
|
|
120,998
|
|
|||
Total expenses
|
288,699
|
|
|
275,208
|
|
|
230,199
|
|
|||
Operating income
|
65,423
|
|
|
71,797
|
|
|
29,329
|
|
|||
Interest expense
|
(65,577
|
)
|
|
(56,432
|
)
|
|
(45,513
|
)
|
|||
Income tax expense of taxable REIT subsidiary
|
(814
|
)
|
|
(186
|
)
|
|
(24
|
)
|
|||
Non-cash gain on debt extinguishment
|
—
|
|
|
5,645
|
|
|
—
|
|
|||
Gain on settlement
|
—
|
|
|
4,520
|
|
|
—
|
|
|||
Other expense, net
|
(169
|
)
|
|
(95
|
)
|
|
(244
|
)
|
|||
(Loss) income from continuing operations
|
(1,137
|
)
|
|
25,249
|
|
|
(16,452
|
)
|
|||
Discontinued operations:
|
|
|
|
|
|
|
|
|
|||
Gain on sales of operating properties, net
|
—
|
|
|
—
|
|
|
3,198
|
|
|||
Income from discontinued operations
|
—
|
|
|
—
|
|
|
3,198
|
|
|||
(Loss) income before gain on sale of operating properties
|
(1,137
|
)
|
|
25,249
|
|
|
(13,254
|
)
|
|||
Gain on sale of operating properties, net
|
4,253
|
|
|
4,066
|
|
|
8,578
|
|
|||
Consolidated net income (loss)
|
3,116
|
|
|
29,315
|
|
|
(4,676
|
)
|
|||
Net income attributable to noncontrolling interests
|
(1,906
|
)
|
|
(1,854
|
)
|
|
(1,435
|
)
|
|||
Dividends on preferred units
|
—
|
|
|
(7,877
|
)
|
|
(8,456
|
)
|
|||
Non-cash adjustment for redemption of preferred shares
|
—
|
|
|
(3,797
|
)
|
|
—
|
|
|||
Net income (loss) attributable to common unitholders
|
$
|
1,210
|
|
|
$
|
15,787
|
|
|
$
|
(14,567
|
)
|
|
|
|
|
|
|
||||||
Allocation of net income (loss):
|
|
|
|
|
|
||||||
Limited Partners
|
$
|
27
|
|
|
$
|
344
|
|
|
$
|
(410
|
)
|
Parent Company
|
1,183
|
|
|
15,443
|
|
|
(14,157
|
)
|
|||
|
$
|
1,210
|
|
|
$
|
15,787
|
|
|
$
|
(14,567
|
)
|
|
|
|
|
|
|
||||||
Net income (loss) per unit - basic:
|
|
|
|
|
|
||||||
Income (loss) from continuing operations attributable to common unitholders
|
$
|
0.01
|
|
|
$
|
0.19
|
|
|
$
|
(0.29
|
)
|
Income from discontinued operations attributable to common unitholders
|
—
|
|
|
—
|
|
|
0.05
|
|
|||
Net income (loss) attributable to common unitholders
|
$
|
0.01
|
|
|
$
|
0.19
|
|
|
$
|
(0.24
|
)
|
Net income (loss) per unit - diluted:
|
|
|
|
|
|
|
|
|
|||
Income (loss) from continuing operations attributable to common unitholders
|
$
|
0.01
|
|
|
$
|
0.19
|
|
|
$
|
(0.29
|
)
|
Income from discontinued operations attributable to common unitholders
|
—
|
|
|
—
|
|
|
0.05
|
|
|||
Net income (loss) attributable to common unitholders
|
$
|
0.01
|
|
|
$
|
0.19
|
|
|
$
|
(0.24
|
)
|
|
|
|
|
|
|
||||||
Weighted average common units outstanding - basic
|
85,374,910
|
|
|
85,219,827
|
|
|
60,010,480
|
|
|||
Weighted average common units outstanding - diluted
|
85,403,899
|
|
|
85,332,303
|
|
|
60,250,900
|
|
|||
|
|
|
|
|
|
||||||
Distributions declared per common unit
|
$
|
1.165
|
|
|
$
|
1.090
|
|
|
$
|
1.020
|
|
|
|
|
|
|
|
||||||
Net income (loss) attributable to common unitholders:
|
|
|
|
|
|
||||||
Income (loss) from continuing operations
|
$
|
1,210
|
|
|
$
|
15,787
|
|
|
$
|
(17,765
|
)
|
Income from discontinued operations
|
—
|
|
|
—
|
|
|
3,198
|
|
|||
Net income (loss) attributable to common unitholders
|
$
|
1,210
|
|
|
$
|
15,787
|
|
|
$
|
(14,567
|
)
|
|
|
|
|
|
|
||||||
Consolidated net income (loss)
|
$
|
3,116
|
|
|
$
|
29,315
|
|
|
$
|
(4,676
|
)
|
Change in fair value of derivatives
|
1,871
|
|
|
(995
|
)
|
|
(2,621
|
)
|
|||
Total comprehensive income (loss)
|
4,987
|
|
|
28,320
|
|
|
(7,297
|
)
|
|||
Comprehensive income attributable to noncontrolling interests
|
(1,906
|
)
|
|
(1,854
|
)
|
|
(1,435
|
)
|
|||
Comprehensive income (loss) attributable to common unitholders
|
$
|
3,081
|
|
|
$
|
26,466
|
|
|
$
|
(8,732
|
)
|
|
General Partner
|
|
Total
|
||||||||||||
Common Equity
|
|
Preferred Equity
|
|
Accumulated
Other
Comprehensive
Loss
|
|
||||||||||
Balances, December 31, 2013
|
$
|
649,704
|
|
|
$
|
102,500
|
|
|
$
|
1,353
|
|
|
$
|
753,557
|
|
Capital contribution as part of Merger, net of offering costs
|
1,233,233
|
|
|
—
|
|
|
—
|
|
|
1,233,233
|
|
||||
Common units retired in connection with reverse share split
|
(60
|
)
|
|
—
|
|
|
—
|
|
|
(60
|
)
|
||||
Stock compensation activity
|
3,299
|
|
|
—
|
|
|
—
|
|
|
3,299
|
|
||||
Other comprehensive loss attributable to Parent Company
|
—
|
|
|
—
|
|
|
(2,528
|
)
|
|
(2,528
|
)
|
||||
Distributions declared to Parent Company
|
(60,514
|
)
|
|
—
|
|
|
—
|
|
|
(60,514
|
)
|
||||
Distributions to preferred unitholders
|
—
|
|
|
(8,456
|
)
|
|
—
|
|
|
(8,456
|
)
|
||||
Net loss
|
(14,157
|
)
|
|
8,456
|
|
|
—
|
|
|
(5,701
|
)
|
||||
Conversion of Limited Partner Units to shares of the Parent Company
|
567
|
|
|
—
|
|
|
—
|
|
|
567
|
|
||||
Adjustment to redeemable noncontrolling interests
|
(14,613
|
)
|
|
—
|
|
|
—
|
|
|
(14,613
|
)
|
||||
Balances, December 31, 2014
|
$
|
1,797,459
|
|
|
$
|
102,500
|
|
|
$
|
(1,175
|
)
|
|
$
|
1,898,784
|
|
Stock compensation activity
|
3,742
|
|
|
—
|
|
|
—
|
|
|
3,742
|
|
||||
Other comprehensive loss attributable to Parent Company
|
—
|
|
|
—
|
|
|
(970
|
)
|
|
(970
|
)
|
||||
Distributions declared to Parent Company
|
(90,899
|
)
|
|
—
|
|
|
—
|
|
|
(90,899
|
)
|
||||
Distributions to preferred unitholders
|
—
|
|
|
(7,877
|
)
|
|
—
|
|
|
(7,877
|
)
|
||||
Redemption of preferred units
|
3,797
|
|
|
(102,500
|
)
|
|
—
|
|
|
(98,703
|
)
|
||||
Net income
|
15,443
|
|
|
7,877
|
|
|
—
|
|
|
23,320
|
|
||||
Acquisition of partners' interests in consolidated joint ventures
|
1,445
|
|
|
—
|
|
|
—
|
|
|
1,445
|
|
||||
Conversion of Limited Partner Units to shares of the Parent Company
|
487
|
|
|
—
|
|
|
—
|
|
|
487
|
|
||||
Adjustment to redeemable noncontrolling interests
|
(3,353
|
)
|
|
—
|
|
|
—
|
|
|
(3,353
|
)
|
||||
Balances, December 31, 2015
|
$
|
1,728,121
|
|
|
$
|
—
|
|
|
$
|
(2,145
|
)
|
|
$
|
1,725,976
|
|
Stock compensation activity
|
5,043
|
|
|
—
|
|
|
—
|
|
|
5,043
|
|
||||
Capital Contribution from the General Partner
|
3,837
|
|
|
—
|
|
|
—
|
|
|
3,837
|
|
||||
Other comprehensive income attributable to Parent Company
|
—
|
|
|
—
|
|
|
1,829
|
|
|
1,829
|
|
||||
Distributions declared to Parent Company
|
(97,231
|
)
|
|
—
|
|
|
—
|
|
|
(97,231
|
)
|
||||
Net income
|
1,183
|
|
|
—
|
|
|
—
|
|
|
1,183
|
|
||||
Conversion of Limited Partner Units to shares of the Parent Company
|
149
|
|
|
—
|
|
|
—
|
|
|
149
|
|
||||
Adjustment to redeemable noncontrolling interests
|
2,788
|
|
|
—
|
|
|
—
|
|
|
2,788
|
|
||||
Balances, December 31, 2016
|
$
|
1,643,890
|
|
|
$
|
—
|
|
|
$
|
(316
|
)
|
|
$
|
1,643,574
|
|
|
Year Ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
Cash flow from operating activities:
|
|
|
|
|
|
|
|
||||
Consolidated net income (loss)
|
$
|
3,116
|
|
|
$
|
29,315
|
|
|
$
|
(4,676
|
)
|
Adjustments to reconcile consolidated net income (loss) to net cash provided by operating activities:
|
|
|
|
|
|
|
|
|
|||
Gain on sale of operating properties, net of tax
|
(4,253
|
)
|
|
(4,066
|
)
|
|
(11,776
|
)
|
|||
Impairment charge
|
—
|
|
|
1,592
|
|
|
—
|
|
|||
Non-cash gain on debt extinguishment
|
—
|
|
|
(5,645
|
)
|
|
—
|
|
|||
Loss on debt extinguishment
|
1,430
|
|
|
—
|
|
|
—
|
|
|||
Straight-line rent
|
(5,453
|
)
|
|
(5,638
|
)
|
|
(4,744
|
)
|
|||
Depreciation and amortization
|
179,084
|
|
|
170,521
|
|
|
123,862
|
|
|||
Provision for credit losses, net of recoveries
|
2,771
|
|
|
4,331
|
|
|
1,740
|
|
|||
Compensation expense for equity awards
|
5,214
|
|
|
4,580
|
|
|
2,914
|
|
|||
Amortization of debt fair value adjustment
|
(4,412
|
)
|
|
(5,834
|
)
|
|
(3,468
|
)
|
|||
Amortization of in-place lease liabilities
|
(6,863
|
)
|
|
(3,347
|
)
|
|
(4,521
|
)
|
|||
Non-cash gain from release of assumed earnout liability
|
—
|
|
|
(4,832
|
)
|
|
—
|
|
|||
Changes in assets and liabilities:
|
|
|
|
|
|
|
|
|
|||
Tenant receivables
|
(519
|
)
|
|
(1,510
|
)
|
|
(10,044
|
)
|
|||
Deferred costs and other assets
|
(13,509
|
)
|
|
(6,646
|
)
|
|
(5,355
|
)
|
|||
Accounts payable, accrued expenses, deferred revenue, and other liabilities
|
(388
|
)
|
|
(903
|
)
|
|
(41,375
|
)
|
|||
Payments on assumed earnout liability
|
(1,285
|
)
|
|
(2,581
|
)
|
|
—
|
|
|||
Net cash provided by operating activities
|
154,933
|
|
|
169,337
|
|
|
42,557
|
|
|||
Cash flow from investing activities:
|
|
|
|
|
|
|
|
|
|||
Acquisitions of interests in properties
|
—
|
|
|
(166,411
|
)
|
|
(22,506
|
)
|
|||
Capital expenditures, net
|
(94,319
|
)
|
|
(92,564
|
)
|
|
(94,553
|
)
|
|||
Net proceeds from sales of operating properties
|
14,186
|
|
|
170,016
|
|
|
191,126
|
|
|||
Net proceeds from sales of marketable securities acquired from Merger
|
—
|
|
|
—
|
|
|
18,601
|
|
|||
Net cash received from Merger
|
—
|
|
|
—
|
|
|
108,666
|
|
|||
Change in construction payables
|
(3,024
|
)
|
|
4,562
|
|
|
(14,950
|
)
|
|||
Collection of note receivable
|
500
|
|
|
—
|
|
|
542
|
|
|||
Net cash (used in) provided by investing activities
|
(82,657
|
)
|
|
(84,397
|
)
|
|
186,926
|
|
|||
Cash flow from financing activities:
|
|
|
|
|
|
|
|
|
|||
Contributions from the Parent Company
|
4,402
|
|
|
—
|
|
|
—
|
|
|||
Payments for redemption of preferred units
|
—
|
|
|
(102,500
|
)
|
|
—
|
|
|||
Distributions to the Parent Company for repurchases of common shares upon the vesting of restricted shares
|
(1,125
|
)
|
|
(1,002
|
)
|
|
(378
|
)
|
|||
Offering costs
|
—
|
|
|
—
|
|
|
(1,966
|
)
|
|||
Purchase of redeemable noncontrolling interests
|
—
|
|
|
(33,998
|
)
|
|
—
|
|
|||
Loan proceeds
|
608,301
|
|
|
984,303
|
|
|
146,495
|
|
|||
Loan transaction costs
|
(8,084
|
)
|
|
(4,913
|
)
|
|
(4,270
|
)
|
|||
Loan payments
|
(589,501
|
)
|
|
(835,019
|
)
|
|
(285,244
|
)
|
|||
Loss on debt extinguishment
|
(1,430
|
)
|
|
—
|
|
|
—
|
|
|||
Distributions paid – common unitholders
|
(94,669
|
)
|
|
(89,379
|
)
|
|
(46,656
|
)
|
|||
Distributions paid – preferred unitholders
|
—
|
|
|
(8,582
|
)
|
|
(8,456
|
)
|
|||
Distributions paid – redeemable noncontrolling interests
|
(3,924
|
)
|
|
(3,681
|
)
|
|
(2,992
|
)
|
|||
Distributions to noncontrolling interests
|
(252
|
)
|
|
(115
|
)
|
|
(324
|
)
|
|||
Net cash used in financing activities
|
(86,282
|
)
|
|
(94,886
|
)
|
|
(203,791
|
)
|
|||
(Decrease) increase in cash and cash equivalents
|
(14,006
|
)
|
|
(9,946
|
)
|
|
25,692
|
|
|||
Cash and cash equivalents, beginning of year
|
33,880
|
|
|
43,826
|
|
|
18,134
|
|
|||
Cash and cash equivalents, end of year
|
$
|
19,874
|
|
|
$
|
33,880
|
|
|
$
|
43,826
|
|
Supplemental disclosures
|
|
|
|
|
|
|
|
|
|||
Cash paid for interest, net of capitalized interest
|
$
|
67,172
|
|
|
$
|
61,306
|
|
|
$
|
48,526
|
|
Cash paid for taxes
|
$
|
545
|
|
|
$
|
281
|
|
|
$
|
87
|
|
($ in thousands)
|
|
Balance at
|
||||||
|
|
December 31,
2016 |
|
December 31,
2015 |
||||
Investment properties, at cost:
|
|
|
|
|
||||
Land, buildings and improvements
|
|
$
|
3,885,223
|
|
|
$
|
3,752,622
|
|
Furniture, equipment and other
|
|
7,246
|
|
|
6,960
|
|
||
Land held for development
|
|
34,171
|
|
|
34,975
|
|
||
Construction in progress
|
|
69,425
|
|
|
138,583
|
|
||
|
|
$
|
3,996,065
|
|
|
$
|
3,933,140
|
|
•
|
the fair value of the building on an as-if-vacant basis and the fair value of land determined either by comparable market data, real estate tax assessments, independent appraisals or other relevant data;
|
•
|
above-market and below-market in-place lease values for acquired properties, which are based on the present value (using an interest rate 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 term of the lease. 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;
|
•
|
the value of having a lease in place at the acquisition date. 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; and
|
•
|
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.
|
•
|
Level 1 fair value inputs are quoted prices in active markets for identical instruments to which we have access.
|
•
|
Level 2 fair value inputs are inputs other than quoted prices included in Level 1 that are observable for similar instruments, either directly or indirectly, and appropriately consider counterparty creditworthiness in the valuations.
|
•
|
Level 3 fair value inputs reflect our best estimate of inputs and assumptions market participants would use in pricing an instrument at the measurement date. The inputs are unobservable in the market and significant to the valuation estimate.
|
($ in thousands)
|
|
2016
|
|
2015
|
|
2014
|
||||||
Balance, beginning of year
|
|
$
|
4,325
|
|
|
$
|
2,433
|
|
|
$
|
1,328
|
|
Provision for credit losses, net of recoveries
|
|
2,771
|
|
|
4,331
|
|
|
1,740
|
|
|||
Accounts written off and other
|
|
(3,098
|
)
|
|
(2,439
|
)
|
|
(635
|
)
|
|||
Balance, end of year
|
|
$
|
3,998
|
|
|
$
|
4,325
|
|
|
$
|
2,433
|
|
($ in thousands)
|
|
2016
|
|
2015
|
|
2014
|
||||||
Noncontrolling interests balance January 1
|
|
$
|
773
|
|
|
$
|
3,364
|
|
|
$
|
3,548
|
|
Net income allocable to noncontrolling interests,
excluding redeemable noncontrolling interests |
|
171
|
|
|
111
|
|
|
140
|
|
|||
Distributions to noncontrolling interests
|
|
(252
|
)
|
|
(115
|
)
|
|
(324
|
)
|
|||
Acquisition of partner's interest in Beacon Hill operating property
|
|
—
|
|
|
(2,353
|
)
|
|
—
|
|
|||
Partner's share of loss on sale of Cornelius Gateway operating property
|
|
—
|
|
|
(234
|
)
|
|
—
|
|
|||
Noncontrolling interests balance at December 31
|
|
$
|
692
|
|
|
$
|
773
|
|
|
$
|
3,364
|
|
|
|
Year Ended December 31,
|
|||||||
|
|
2016
|
|
2015
|
|
2014
|
|||
Parent Company’s weighted average interest in
Operating Partnership |
|
97.7
|
%
|
|
97.9
|
%
|
|
97.2
|
%
|
Limited partners' weighted average interests in
Operating Partnership |
|
2.3
|
%
|
|
2.1
|
%
|
|
2.8
|
%
|
($ in thousands)
|
|
2016
|
|
2015
|
|
2014
|
||||||
Redeemable noncontrolling interests balance January 1
|
|
$
|
92,315
|
|
|
$
|
125,082
|
|
|
$
|
43,928
|
|
Acquired redeemable noncontrolling interests from merger
|
|
—
|
|
|
—
|
|
|
69,356
|
|
|||
Acquisition of partner's interest in City Center operating property
|
|
—
|
|
|
(33,998
|
)
|
|
—
|
|
|||
Net income allocable to redeemable noncontrolling interests
|
|
1,756
|
|
|
2,087
|
|
|
891
|
|
|||
Distributions declared to redeemable noncontrolling interests
|
|
(3,993
|
)
|
|
(3,773
|
)
|
|
(3,021
|
)
|
|||
Other, net including adjustments to redemption value
|
|
(1,913
|
)
|
|
2,917
|
|
|
13,928
|
|
|||
Total limited partners' interests in Operating Partnership and other redeemable noncontrolling interests balance at December 31
|
|
$
|
88,165
|
|
|
$
|
92,315
|
|
|
$
|
125,082
|
|
|
|
|
|
|
|
|
||||||
|
|
|
|
|
|
|
||||||
Limited partners' interests in Operating Partnership
|
|
$
|
47,373
|
|
|
$
|
50,085
|
|
|
$
|
47,320
|
|
Other redeemable noncontrolling interests in certain subsidiaries
|
|
40,792
|
|
|
42,230
|
|
|
77,762
|
|
|||
Total limited partners' interests in Operating Partnership and other redeemable noncontrolling interests balance at December 31
|
|
$
|
88,165
|
|
|
$
|
92,315
|
|
|
$
|
125,082
|
|
($ in thousands, except share and per share data)
|
|
Aggregate Intrinsic Value
|
|
Weighted-Average Remaining
Contractual Term (in years)
|
|
Options
|
|
Weighted-Average
Exercise Price
|
|||||
Outstanding at January 1, 2016
|
|
|
|
|
|
233,366
|
|
|
$
|
32.36
|
|
||
Granted
|
|
|
|
|
|
—
|
|
|
—
|
|
|||
Exercised
|
|
|
|
|
|
(47,591
|
)
|
|
12.63
|
|
|||
Expired
|
|
|
|
|
|
(1,250
|
)
|
|
59.92
|
|
|||
Forfeited
|
|
|
|
|
|
(2,063
|
)
|
|
15.42
|
|
|||
Outstanding at December 31, 2016
|
|
$
|
444,352
|
|
|
1.88
|
|
182,462
|
|
|
$
|
37.58
|
|
Exercisable at December 31, 2016
|
|
$
|
444,079
|
|
|
1.88
|
|
182,378
|
|
|
$
|
37.60
|
|
Exercisable at December 31, 2015
|
|
|
|
|
|
231,875
|
|
|
$
|
32.44
|
|
|
|
Number of Restricted
Shares
|
|
Weighted Average
Grant Date Fair
Value per share
|
|||
Restricted shares outstanding at January 1, 2016
|
|
356,334
|
|
|
$
|
25.61
|
|
Shares granted
|
|
81,603
|
|
|
26.87
|
|
|
Shares forfeited
|
|
(24,127
|
)
|
|
24.66
|
|
|
Shares vested
|
|
(122,202
|
)
|
|
25.58
|
|
|
Restricted shares outstanding at December 31, 2016
|
|
291,608
|
|
|
$
|
26.10
|
|
|
|
Number of Restricted
Units
|
|
Weighted Average
Grant Date Fair
Value per unit
|
|||
Restricted units outstanding at January 1, 2016
|
|
206,126
|
|
|
$
|
21.25
|
|
Restricted units granted
|
|
46,562
|
|
|
26.48
|
|
|
Restricted units vested
|
|
(68,709
|
)
|
|
21.25
|
|
|
Restricted units outstanding at December 31, 2016
|
|
183,979
|
|
|
$
|
22.57
|
|
($ in thousands)
|
|
2016
|
|
2015
|
||||
Acquired lease intangible assets
|
|
$
|
125,144
|
|
|
$
|
140,563
|
|
Deferred leasing costs and other
|
|
63,810
|
|
|
53,565
|
|
||
|
|
188,954
|
|
|
194,128
|
|
||
Less—accumulated amortization
|
|
(59,690
|
)
|
|
(45,854
|
)
|
||
Total
|
|
$
|
129,264
|
|
|
$
|
148,274
|
|
($ in thousands)
|
Amortization of above market leases
|
|
Amortization of acquired lease intangible assets
|
|
Total
|
||||||
2017
|
$
|
3,956
|
|
|
$
|
13,588
|
|
|
$
|
17,544
|
|
2018
|
2,550
|
|
|
9,814
|
|
|
12,364
|
|
|||
2019
|
1,315
|
|
|
7,242
|
|
|
8,557
|
|
|||
2020
|
1,118
|
|
|
6,232
|
|
|
7,350
|
|
|||
2021
|
839
|
|
|
5,070
|
|
|
5,909
|
|
|||
Thereafter
|
3,400
|
|
|
31,206
|
|
|
34,606
|
|
|||
Total
|
$
|
13,178
|
|
|
$
|
73,152
|
|
|
$
|
86,330
|
|
($ in thousands)
|
|
For the year ended December 31,
|
||||||||||
|
|
2016
|
|
2015
|
|
2014
|
||||||
Amortization of deferred leasing costs, lease intangibles and other
|
|
$
|
24,898
|
|
|
$
|
25,187
|
|
|
$
|
17,291
|
|
Amortization of above market lease intangibles
|
|
6,602
|
|
|
6,860
|
|
|
4,787
|
|
($ in thousands)
|
|
2016
|
|
2015
|
||||
Unamortized in-place lease liabilities
|
|
$
|
95,360
|
|
|
$
|
112,405
|
|
Retainages payable and other
|
|
5,437
|
|
|
5,636
|
|
||
Assumed earnout liability (Note 14)
|
|
—
|
|
|
1,380
|
|
||
Tenant rents received in advance
|
|
11,405
|
|
|
12,138
|
|
||
Total
|
|
$
|
112,202
|
|
|
$
|
131,559
|
|
($ in thousands)
|
|
||
2017
|
$
|
6,633
|
|
2018
|
5,910
|
|
|
2019
|
5,337
|
|
|
2020
|
4,836
|
|
|
2021
|
4,496
|
|
|
Thereafter
|
68,148
|
|
|
Total
|
$
|
95,360
|
|
Property Name
|
|
MSA
|
|
Acquisition Date
|
|
|
|
|
|
Colleyville Downs
|
|
Dallas, TX
|
|
April 2015
|
Belle Isle Station
|
|
Oklahoma City, OK
|
|
May 2015
|
Livingston Shopping Center
|
|
New York
-
Newark
|
|
July 2015
|
Chapel Hill Shopping Center
|
|
Fort Worth, TX
|
|
August 2015
|
($ in thousands)
|
|
||
Investment properties, net
|
$
|
176,223
|
|
Lease-related intangible assets, net
|
17,436
|
|
|
Other assets
|
435
|
|
|
Total acquired assets
|
194,094
|
|
|
|
|
|
|
Mortgage and other indebtedness
|
18,473
|
|
|
Accounts payable and accrued expenses
|
2,125
|
|
|
Deferred revenue and other liabilities
|
8,269
|
|
|
Total assumed liabilities
|
28,867
|
|
|
|
|
|
|
Fair value of acquired net assets
|
$
|
165,227
|
|
Property Name
|
|
MSA
|
|
Acquisition Date
|
|
Purchase Price
($ in millions)
|
||
|
|
|
|
|
|
|
||
Merger with Inland Diversified
|
|
Various
|
|
July 2014
|
|
$
|
2,128.6
|
|
|
|
|
|
|
|
|
||
Rampart Commons
|
|
Las Vegas, NV
|
|
December 2014
|
|
32.3
|
|
|
|
Low
|
|
High
|
||||
Lease-up period (months)
|
|
6
|
|
|
18
|
|
||
Net rental rate per square foot – Anchors (greater than 10,000 square feet)
|
|
$
|
5.00
|
|
|
$
|
30.00
|
|
Net rental rate per square foot – Small Shops
|
|
$
|
11.00
|
|
|
$
|
53.00
|
|
Discount rate
|
|
5.75
|
%
|
|
9.25
|
%
|
($ in thousands)
|
|
||
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 $33,298
|
$
|
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 shares issued
|
1,234,688
|
|
|
Total estimated fair value of acquired net assets
|
$
|
2,386,202
|
|
($ in thousands)
|
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.
|
($ in thousands)
|
|
Twelve Months Ended
December 31,
(unaudited)
|
||
|
|
2014
|
||
Total revenue
|
|
$
|
355,716
|
|
Consolidated net income
|
|
26,911
|
|
Property Name
|
|
MSA
|
|
Owned GLA
|
|
Sold in late 2014
|
|
|
|
|
|
Copps Grocery
|
|
Stevens Point, WI
|
|
69,911
|
|
Fox Point
|
|
Neenah, WI
|
|
171,121
|
|
Harvest Square
|
|
Harvest, AL
|
|
70,590
|
|
Landing at Ocean Isle Beach
|
|
Ocean Isle Beach, NC
|
|
53,220
|
|
Branson Hills Plaza
1
|
|
Branson, MO
|
|
289,986
|
|
Shoppes at Branson Hills
|
|
Branson, MO
|
|
|
|
Shoppes at Prairie Ridge
|
|
Pleasant Prairie, WI
|
|
128,431
|
|
Heritage Square
|
|
Conyers, GA
|
|
22,385
|
|
|
|
|
|
|
|
Sold in early 2015
|
|
|
|
|
|
Eastside Junction
|
|
Athens, AL
|
|
79,700
|
|
Fairgrounds Crossing
|
|
Hot Springs, AR
|
|
151,927
|
|
Hawk Ridge
|
|
Saint Louis, MO
|
|
75,951
|
|
Prattville Town Center
|
|
Prattville, AL
|
|
168,842
|
|
Regal Court
|
|
Shreveport, LA
|
|
151,719
|
|
Whispering Ridge
|
|
Omaha, NE
|
|
69,676
|
|
Walgreens Plaza
|
|
Jacksonville, NC
|
|
42,219
|
|
____________________
|
|
1
|
Owned GLA includes Branson Hills Plaza and Shoppes at Branson Hills.
|
($ in thousands)
|
|
Year ended December 31,
|
||
|
|
2014
|
||
Discontinued Operations:
|
|
|
|
|
Gain on sale of operating properties, net
|
|
$
|
3,198
|
|
Total income from discontinued operations
|
|
$
|
3,198
|
|
|
|
|
||
Income from discontinued operations attributable to Kite Realty Group Trust common shareholders
|
|
$
|
3,111
|
|
Income from discontinued operations attributable to noncontrolling interests
|
|
87
|
|
|
Total income from discontinued operations
|
|
$
|
3,198
|
|
($ in thousands)
|
|
As of December 31, 2016
|
||||||||||||||
|
|
Principal
|
|
Unamortized Net Premiums
|
|
Unamortized Debt Issuance Costs
|
|
Total
|
||||||||
Senior Unsecured Notes—Fixed Rate
|
|
|
|
|
|
|
|
|
||||||||
Maturing at various dates through September 2027; interest rates ranging from 4.00% to 4.57% at December 31, 2016
|
|
$
|
550,000
|
|
|
$
|
—
|
|
|
$
|
(6,140
|
)
|
|
$
|
543,860
|
|
Unsecured Revolving Credit Facility
|
|
|
|
|
|
|
|
|
||||||||
Matures July 2021
1
; borrowing level up to $409.9 million available at December 31, 2016; interest at LIBOR + 1.35%
2
or 2.12% at December 31, 2016
|
|
79,600
|
|
|
—
|
|
|
(2,723
|
)
|
|
76,877
|
|
||||
Unsecured Term Loans
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
$200 million matures July 2021; interest at LIBOR + 1.30%
2
or 2.07% at December 31, 2016; $200 million matures October 2022; interest at LIBOR + 1.60% or 2.37% at December 31, 2016
|
|
400,000
|
|
|
—
|
|
|
(2,179
|
)
|
|
397,821
|
|
||||
Mortgage Notes Payable—Fixed Rate
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Generally due in monthly installments of principal and interest; maturing at various dates through 2030; interest rates ranging from 3.78% to 6.78% at December 31, 2016
|
|
587,762
|
|
|
12,109
|
|
|
(994
|
)
|
|
598,877
|
|
||||
Mortgage Notes Payable—Variable Rate
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Due in monthly installments of principal and interest; maturing at various dates through 2023; interest at LIBOR + 1.60%-2.25%, ranging from 2.37% to 3.02% at December 31, 2016
|
|
114,388
|
|
|
—
|
|
|
(749
|
)
|
|
113,639
|
|
||||
Total mortgage and other indebtedness
|
|
$
|
1,731,750
|
|
|
$
|
12,109
|
|
|
$
|
(12,785
|
)
|
|
$
|
1,731,074
|
|
($ in thousands)
|
|
As of December 31, 2015
|
||||||||||||||
|
|
Principal
|
|
Unamortized Net Premiums
|
|
Unamortized Debt Issuance Costs
|
|
Total
|
||||||||
Senior Unsecured Notes—Fixed Rate
|
|
|
|
|
|
|
|
|
||||||||
Maturing at various dates through September 2027; interest rates ranging from 4.23% to 4.57% at December 31, 2015
|
|
$
|
250,000
|
|
|
$
|
—
|
|
|
$
|
(2,755
|
)
|
|
$
|
247,245
|
|
Unsecured Revolving Credit Facility
|
|
|
|
|
|
|
|
|
||||||||
Matures July 2018; borrowing level up to $339.5 million available at December 31, 2015; interest at LIBOR + 1.40%
2
or 1.83% at December 31, 2015
|
|
20,000
|
|
|
—
|
|
|
(1,727
|
)
|
|
18,273
|
|
||||
Unsecured Term Loans
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
$400 million matures July 2019; interest at LIBOR + 1.35%
2
or 1.78% at December 31, 2015; $100 million matures October 2022; interest at LIBOR + 1.60%
2
or 2.03% at December 31, 2015
|
|
500,000
|
|
|
—
|
|
|
(2,985
|
)
|
|
497,015
|
|
||||
Construction Loans—Variable Rate
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Generally interest only; maturing at various dates through 2016; interest at LIBOR + 1.75%-2.10%, ranging from 2.18% to 2.53% at December 31, 2015
|
|
132,776
|
|
|
—
|
|
|
(133
|
)
|
|
132,643
|
|
||||
Mortgage Notes Payable—Fixed Rate
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Generally due in monthly installments of principal and interest; maturing at various dates through 2030; interest rates ranging from 3.78% to 6.78% at December 31, 2015
|
|
756,494
|
|
|
16,521
|
|
|
(1,555
|
)
|
|
771,460
|
|
||||
Mortgage Notes Payable—Variable Rate
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Due in monthly installments of principal and interest; maturing at various dates through 2023; interest at LIBOR + 1.70%-2.25%, ranging from 2.13% to 2.68% at December 31, 2015
|
|
58,268
|
|
|
—
|
|
|
(455
|
)
|
|
57,813
|
|
||||
Total mortgage and other indebtedness
|
|
$
|
1,717,538
|
|
|
$
|
16,521
|
|
|
$
|
(9,610
|
)
|
|
$
|
1,724,449
|
|
____________________
|
|
1
|
This presentation reflects the Company's exercise of its options to extend the maturity date for two additional periods of six months each, subject to certain conditions.
|
2
|
The interest rates 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.
|
($ in thousands)
|
|
For the year ended December 31,
|
||||||||||
|
|
2016
|
|
2015
|
|
2014
|
||||||
Amortization of debt issuance costs
|
|
$
|
4,521
|
|
|
$
|
3,209
|
|
|
$
|
2,864
|
|
($ in thousands)
|
|
Scheduled Principal Payments
|
|
Term Maturities
1
|
|
Total
|
||||||
2017
|
|
$
|
4,963
|
|
|
$
|
6,635
|
|
|
$
|
11,598
|
|
2018
|
|
5,635
|
|
|
37,584
|
|
|
43,219
|
|
|||
2019
|
|
5,975
|
|
|
—
|
|
|
5,975
|
|
|||
2020
|
|
5,920
|
|
|
42,339
|
|
|
48,259
|
|
|||
2021
|
|
4,627
|
|
|
439,475
|
|
|
444,102
|
|
|||
Thereafter
|
|
8,349
|
|
|
1,170,248
|
|
|
1,178,597
|
|
|||
|
|
$
|
35,469
|
|
|
$
|
1,696,281
|
|
|
$
|
1,731,750
|
|
Unamortized net debt premiums and issuance costs, net
|
|
|
|
|
|
(676
|
)
|
|||||
Total
|
|
|
|
|
|
$
|
1,731,074
|
|
____________________
|
|
1
|
This presentation reflects the Company's exercise of its options to extend the maturity date by one year to July 28, 2021 for the Company's unsecured credit facility.
|
•
|
In 2016, we retired the
$16.3 million
loan secured by our Cool Creek Commons operating property, the
$23.6 million
loan secured by our Sunland Towne Centre operating property, the
$20.3 million
loan secured by our Mullins Crossing operating property, the
$16.5 million
loan secured by our Pine Ridge Crossing operating property, the
$9.9 million
loan secured by our Riverchase Plaza operating property, the
$42.2 million
loan secured by our Traders Point operating property, the
$25 million
loan secured by our Colonial Square and Village Walk operating properties and the
$10.4 million
loan secured by our Geist Pavilion operating property;
|
•
|
We borrowed
$208.2 million
on the unsecured revolving credit facility to fund the above retirements of secured debt and for development and redevelopment activity;
|
•
|
We refinanced the
$56.9 million
construction loan secured by our Delray Marketplace operating property and extended the maturity of the loan to February 2022;
|
•
|
We incurred
$6.5 million
of debt issuance costs related to amending the unsecured term loans and completing the issuance of our Notes.
|
•
|
We recorded
$1.2 million
in non-cash accelerated amortization of debt issuance costs as a result of amending the unsecured revolving credit facility, the unsecured term loans, retiring Term Loan A, retiring the Parkside Town Commons construction loan and refinancing the Delray Marketplace construction loan; and
|
•
|
We made scheduled principal payments on indebtedness during the year totaling
$5.4 million
.
|
($ in thousands)
|
|
||
2017
|
$
|
262,151
|
|
2018
|
235,549
|
|
|
2019
|
206,803
|
|
|
2020
|
182,491
|
|
|
2021
|
151,224
|
|
|
Thereafter
|
689,083
|
|
|
Total
|
$
|
1,727,301
|
|
($ in thousands)
|
|
||
2017
|
$
|
1,500
|
|
2018
|
1,357
|
|
|
2019
|
1,329
|
|
|
2020
|
1,338
|
|
|
2021
|
1,349
|
|
|
Thereafter
|
57,708
|
|
|
Total
|
$
|
64,581
|
|
($ in thousands)
|
|
Quarter Ended
March 31, 2016 |
|
Quarter Ended
June 30, 2016 |
|
Quarter Ended
September 30, 2016 |
|
Quarter Ended
December 31, 2016 |
||||||||
Total revenue
|
|
$
|
88,550
|
|
|
$
|
87,575
|
|
|
$
|
89,122
|
|
|
$
|
88,874
|
|
Operating income
|
|
17,692
|
|
|
14,258
|
|
|
15,892
|
|
|
17,580
|
|
||||
Income (loss) from continuing operations
|
|
1,975
|
|
|
(1,690
|
)
|
|
(1,262
|
)
|
|
(159
|
)
|
||||
Gain on sale of operating properties, net
|
|
—
|
|
|
194
|
|
|
—
|
|
|
4,059
|
|
||||
Consolidated net income (loss)
|
|
1,975
|
|
|
(1,496
|
)
|
|
(1,262
|
)
|
|
3,900
|
|
||||
Net income (loss) attributable to Kite Realty Group Trust common shareholders
|
|
1,402
|
|
|
(1,895
|
)
|
|
(1,682
|
)
|
|
3,359
|
|
||||
Net income (loss) per common share – basic and diluted
|
|
0.02
|
|
|
(0.02
|
)
|
|
(0.02
|
)
|
|
0.04
|
|
||||
Weighted average Common Shares outstanding - basic
|
|
83,348,507
|
|
|
83,375,765
|
|
|
83,474,348
|
|
|
83,545,807
|
|
||||
Weighted average Common Shares outstanding - diluted
|
|
83,490,979
|
|
|
83,375,765
|
|
|
83,474,348
|
|
|
83,571,663
|
|
($ in thousands)
|
|
|
Quarter Ended
June 30, 2015 |
|
Quarter Ended
September 30, 2015 |
|
Quarter Ended
December 31, 2015 |
|||||||||
Total revenue
|
|
$
|
86,828
|
|
|
$
|
83,735
|
|
|
$
|
87,147
|
|
|
$
|
89,295
|
|
Operating income
|
|
18,483
|
|
|
16,099
|
|
|
16,911
|
|
|
20,307
|
|
||||
Income from continuing operations
|
|
4,499
|
|
|
7,235
|
|
|
2,961
|
|
|
10,402
|
|
||||
Gain on sale of operating properties, net
|
|
3,363
|
|
|
—
|
|
|
—
|
|
|
854
|
|
||||
Consolidated net income
|
|
7,862
|
|
|
7,235
|
|
|
2,961
|
|
|
11,256
|
|
||||
Net income from continuing operations attributable to Kite Realty Group Trust common shareholders
|
|
7,179
|
|
|
6,727
|
|
|
2,526
|
|
|
10,685
|
|
||||
Net income attributable to Kite Realty Group Trust common shareholders
|
|
5,065
|
|
|
4,613
|
|
|
412
|
|
|
5,353
|
|
||||
Net income per common share – basic and diluted:
|
|
|
|
|
|
|
|
|
||||||||
Net income from continuing operations attributable to Kite Realty Group Trust common shareholders
|
|
0.06
|
|
|
0.06
|
|
|
0.00
|
|
|
0.06
|
|
||||
Net income attributable to Kite Realty Group Trust common shareholders
|
|
0.06
|
|
|
0.06
|
|
|
0.00
|
|
|
0.06
|
|
||||
Weighted average Common Shares outstanding - basic
|
|
83,532,092
|
|
|
83,506,078
|
|
|
83,325,074
|
|
|
83,327,664
|
|
||||
Weighted average Common Shares outstanding - diluted
|
|
83,625,352
|
|
|
83,803,879
|
|
|
83,433,379
|
|
|
83,438,844
|
|
($ in thousands)
|
|
Year Ended
December 31,
|
||||||||||
|
|
2016
|
|
2015
|
|
2014
|
||||||
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 redevelopment property including debt premium of $2,221
|
|
—
|
|
|
—
|
|
|
14,586
|
|
|||
Accrued distribution to preferred shareholders
|
|
—
|
|
|
—
|
|
|
705
|
|
|||
Extinguishment of mortgages upon transfer of Tranche I operating properties
|
|
—
|
|
|
—
|
|
|
75,800
|
|
|||
Assumption of mortgages by buyer upon sale of operating properties
|
|
—
|
|
|
40,303
|
|
|
—
|
|
|||
Assumption of debt in connection with acquisition of Chapel Hill Shopping Center including debt premium of $212
|
|
—
|
|
|
18,462
|
|
|
—
|
|
($ in thousands)
|
|
|
|
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
|
|
$
|
5,000
|
|
|
$
|
2,624
|
|
|
$
|
13,293
|
|
|
$
|
—
|
|
|
$
|
206
|
|
|
$
|
2,624
|
|
|
$
|
13,499
|
|
|
$
|
16,123
|
|
|
$
|
2,557
|
|
|
1978/2003
|
|
2012
|
54th & College *
|
|
—
|
|
|
2,672
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,672
|
|
|
—
|
|
|
2,672
|
|
|
—
|
|
|
2008
|
|
NA
|
|||||||||
Bayonne Crossing
|
|
45,000
|
|
|
47,809
|
|
|
44,246
|
|
|
—
|
|
|
727
|
|
|
47,809
|
|
|
44,973
|
|
|
92,782
|
|
|
4,814
|
|
|
2011
|
|
2014
|
|||||||||
Bayport Commons
|
|
12,113
|
|
|
7,005
|
|
|
21,846
|
|
|
—
|
|
|
1,326
|
|
|
7,005
|
|
|
23,172
|
|
|
30,177
|
|
|
5,691
|
|
|
2008
|
|
NA
|
|||||||||
Beacon Hill *
|
|
—
|
|
|
3,293
|
|
|
13,528
|
|
|
—
|
|
|
996
|
|
|
3,293
|
|
|
14,524
|
|
|
17,817
|
|
|
3,701
|
|
|
2006
|
|
NA
|
|||||||||
Bell Oaks Centre
|
|
6,548
|
|
|
1,230
|
|
|
12,720
|
|
|
—
|
|
|
133
|
|
|
1,230
|
|
|
12,853
|
|
|
14,083
|
|
|
1,669
|
|
|
2008
|
|
2014
|
|||||||||
Belle Isle *
|
|
—
|
|
|
9,130
|
|
|
41,449
|
|
|
—
|
|
|
164
|
|
|
9,130
|
|
|
41,614
|
|
|
50,744
|
|
|
3,527
|
|
|
2000
|
|
2015
|
|||||||||
Bolton Plaza *
|
|
—
|
|
|
3,733
|
|
|
18,983
|
|
|
—
|
|
|
5,203
|
|
|
3,733
|
|
|
24,186
|
|
|
27,919
|
|
|
7,949
|
|
|
1986/2014
|
|
NA
|
|||||||||
Boulevard Crossing
|
|
10,983
|
|
|
4,386
|
|
|
9,177
|
|
|
—
|
|
|
2,041
|
|
|
4,386
|
|
|
11,218
|
|
|
15,604
|
|
|
4,228
|
|
|
2004
|
|
NA
|
|||||||||
Bridgewater Marketplace *
|
|
—
|
|
|
3,407
|
|
|
8,694
|
|
|
—
|
|
|
75
|
|
|
3,407
|
|
|
8,770
|
|
|
12,177
|
|
|
2,404
|
|
|
2008
|
|
NA
|
|||||||||
Burlington Coat Factory *
|
|
—
|
|
|
29
|
|
|
2,773
|
|
|
—
|
|
|
—
|
|
|
29
|
|
|
2,773
|
|
|
2,802
|
|
|
1,103
|
|
|
1992/2000
|
|
2000
|
|||||||||
Cannery Corner
|
|
—
|
|
|
6,267
|
|
|
10,516
|
|
|
—
|
|
|
167
|
|
|
6,267
|
|
|
10,684
|
|
|
16,951
|
|
|
1,300
|
|
|
2008
|
|
2014
|
|||||||||
Castleton Crossing *
|
|
—
|
|
|
9,761
|
|
|
29,400
|
|
|
—
|
|
|
2,602
|
|
|
9,761
|
|
|
32,002
|
|
|
41,763
|
|
|
6,359
|
|
|
1975
|
|
2013
|
|||||||||
Chapel Hill Shopping Center
|
|
18,250
|
|
|
—
|
|
|
35,189
|
|
|
—
|
|
|
57
|
|
|
—
|
|
|
35,247
|
|
|
35,247
|
|
|
2,340
|
|
|
2001
|
|
2015
|
|||||||||
Centennial Center
|
|
70,455
|
|
|
58,960
|
|
|
72,992
|
|
|
—
|
|
|
986
|
|
|
58,960
|
|
|
73,979
|
|
|
132,939
|
|
|
13,814
|
|
|
2002
|
|
2014
|
|||||||||
Centennial Gateway
|
|
44,385
|
|
|
5,305
|
|
|
49,259
|
|
|
—
|
|
|
603
|
|
|
5,305
|
|
|
49,862
|
|
|
55,167
|
|
|
6,904
|
|
|
2005
|
|
2014
|
|||||||||
Centre Point Commons
|
|
14,410
|
|
|
2,918
|
|
|
22,793
|
|
|
—
|
|
|
247
|
|
|
2,918
|
|
|
23,040
|
|
|
25,958
|
|
|
2,705
|
|
|
2007
|
|
2014
|
|||||||||
Clay Marketplace *
|
|
—
|
|
|
1,398
|
|
|
8,734
|
|
|
—
|
|
|
138
|
|
|
1,398
|
|
|
8,873
|
|
|
10,271
|
|
|
1,491
|
|
|
1966/2003
|
|
2013
|
|||||||||
Cobblestone Plaza *
|
|
—
|
|
|
11,221
|
|
|
46,068
|
|
|
—
|
|
|
199
|
|
|
11,221
|
|
|
46,267
|
|
|
57,488
|
|
|
8,503
|
|
|
2011
|
|
NA
|
|||||||||
Colonial Square *
|
|
—
|
|
|
11,743
|
|
|
31,299
|
|
|
—
|
|
|
789
|
|
|
11,743
|
|
|
32,088
|
|
|
43,831
|
|
|
3,008
|
|
|
2010
|
|
2014
|
|||||||||
Colleyville Downs *
|
|
—
|
|
|
5,446
|
|
|
38,605
|
|
|
—
|
|
|
340
|
|
|
5,446
|
|
|
38,945
|
|
|
44,391
|
|
|
3,825
|
|
|
2014
|
|
2015
|
|||||||||
Cool Creek Commons *
|
|
—
|
|
|
6,062
|
|
|
13,438
|
|
|
—
|
|
|
1,759
|
|
|
6,062
|
|
|
15,197
|
|
|
21,259
|
|
|
4,851
|
|
|
2005
|
|
NA
|
|||||||||
Cool Springs Market *
|
|
—
|
|
|
12,684
|
|
|
22,870
|
|
|
—
|
|
|
7,997
|
|
|
12,684
|
|
|
30,867
|
|
|
43,551
|
|
|
6,151
|
|
|
1995
|
|
2013
|
|||||||||
Cove Center *
|
|
—
|
|
|
2,036
|
|
|
18,356
|
|
|
—
|
|
|
734
|
|
|
2,036
|
|
|
19,089
|
|
|
21,125
|
|
|
6,804
|
|
|
1984/2008
|
|
2012
|
|||||||||
Crossing at Killingly Commons
|
|
33,000
|
|
|
21,999
|
|
|
35,218
|
|
|
—
|
|
|
130
|
|
|
21,999
|
|
|
35,348
|
|
|
57,347
|
|
|
4,167
|
|
|
2010
|
|
2014
|
|||||||||
Delray Marketplace
|
|
56,850
|
|
|
18,750
|
|
|
90,133
|
|
|
1,284
|
|
|
4,112
|
|
|
20,034
|
|
|
94,245
|
|
|
114,279
|
|
|
12,143
|
|
|
2013
|
|
NA
|
|||||||||
DePauw University Bookstore & Café
|
|
—
|
|
|
64
|
|
|
663
|
|
|
—
|
|
|
45
|
|
|
64
|
|
|
708
|
|
|
772
|
|
|
226
|
|
|
2012
|
|
NA
|
|||||||||
Draper Crossing *
|
|
—
|
|
|
9,054
|
|
|
28,485
|
|
|
—
|
|
|
190
|
|
|
9,054
|
|
|
28,674
|
|
|
37,728
|
|
|
4,255
|
|
|
2012
|
|
2014
|
|||||||||
Draper Peaks *
|
|
—
|
|
|
11,498
|
|
|
48,836
|
|
|
522
|
|
|
702
|
|
|
12,020
|
|
|
49,538
|
|
|
61,558
|
|
|
6,030
|
|
|
2012
|
|
2014
|
|||||||||
Eastern Beltway Center
|
|
34,100
|
|
|
23,221
|
|
|
49,548
|
|
|
—
|
|
|
373
|
|
|
23,221
|
|
|
49,920
|
|
|
73,141
|
|
|
7,670
|
|
|
1998/2006
|
|
2014
|
|||||||||
Eastgate
|
|
—
|
|
|
4,073
|
|
|
20,255
|
|
|
—
|
|
|
159
|
|
|
4,073
|
|
|
20,414
|
|
|
24,487
|
|
|
2,314
|
|
|
2002
|
|
2014
|
|||||||||
Eastgate Pavilion *
|
|
—
|
|
|
8,122
|
|
|
18,898
|
|
|
—
|
|
|
894
|
|
|
8,122
|
|
|
19,792
|
|
|
27,914
|
|
|
7,482
|
|
|
1995
|
|
2004
|
|||||||||
Eddy Street Commons
|
|
23,535
|
|
|
1,900
|
|
|
37,806
|
|
|
—
|
|
|
681
|
|
|
1,900
|
|
|
38,487
|
|
|
40,387
|
|
|
9,043
|
|
|
2009
|
|
NA
|
|||||||||
Estero Town Commons *
|
|
—
|
|
|
8,973
|
|
|
9,968
|
|
|
—
|
|
|
997
|
|
|
8,973
|
|
|
10,965
|
|
|
19,938
|
|
|
2,670
|
|
|
2006
|
|
NA
|
|||||||||
Fox Lake Crossing *
|
|
—
|
|
|
5,685
|
|
|
9,274
|
|
|
—
|
|
|
323
|
|
|
5,685
|
|
|
9,597
|
|
|
15,282
|
|
|
3,461
|
|
|
2002
|
|
2005
|
|||||||||
Gainesville Plaza *
|
|
—
|
|
|
5,437
|
|
|
18,237
|
|
|
—
|
|
|
1,097
|
|
|
5,437
|
|
|
19,334
|
|
|
24,771
|
|
|
4,873
|
|
|
2015
|
|
2004
|
|||||||||
Geist Pavilion *
|
|
—
|
|
|
1,368
|
|
|
9,113
|
|
|
—
|
|
|
1,685
|
|
|
1,368
|
|
|
10,797
|
|
|
12,165
|
|
|
4,003
|
|
|
2006
|
|
NA
|
|
|
|
|
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)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Glendale Town Center *
|
|
$
|
—
|
|
|
$
|
1,494
|
|
|
$
|
44,230
|
|
|
$
|
—
|
|
|
$
|
2,150
|
|
|
$
|
1,494
|
|
|
$
|
46,380
|
|
|
$
|
47,874
|
|
|
$
|
26,466
|
|
|
1958/2008
|
|
1999
|
Greyhound Commons *
|
|
—
|
|
|
2,629
|
|
|
794
|
|
|
—
|
|
|
887
|
|
|
2,629
|
|
|
1,681
|
|
|
4,310
|
|
|
614
|
|
|
2005
|
|
NA
|
|||||||||
Hamilton Crossing - Phase II & III *
|
|
—
|
|
|
2,859
|
|
|
23,660
|
|
|
—
|
|
|
69
|
|
|
2,859
|
|
|
23,728
|
|
|
26,587
|
|
|
2,543
|
|
|
2008
|
|
2014
|
|||||||||
Hitchcock Plaza *
|
|
—
|
|
|
4,260
|
|
|
22,051
|
|
|
—
|
|
|
2,349
|
|
|
4,260
|
|
|
24,400
|
|
|
28,660
|
|
|
2,057
|
|
|
2006
|
|
2014
|
|||||||||
Holly Springs Towne Center *
|
|
—
|
|
|
12,319
|
|
|
46,897
|
|
|
—
|
|
|
1,283
|
|
|
12,319
|
|
|
48,180
|
|
|
60,499
|
|
|
5,831
|
|
|
2013
|
|
NA
|
|||||||||
Holly Springs Towne Center - Phase II *
|
|
—
|
|
|
11,580
|
|
|
46,646
|
|
|
—
|
|
|
—
|
|
|
11,580
|
|
|
46,646
|
|
|
58,226
|
|
|
560
|
|
|
2016
|
|
NA
|
|||||||||
Hunters Creek Promenade *
|
|
—
|
|
|
8,335
|
|
|
12,806
|
|
|
—
|
|
|
479
|
|
|
8,335
|
|
|
13,285
|
|
|
21,620
|
|
|
1,742
|
|
|
1994
|
|
2013
|
|||||||||
Indian River Square *
|
|
—
|
|
|
5,100
|
|
|
6,359
|
|
|
—
|
|
|
551
|
|
|
5,100
|
|
|
6,910
|
|
|
12,010
|
|
|
2,338
|
|
|
1997/2004
|
|
2005
|
|||||||||
International Speedway Square *
|
|
19,367
|
|
|
7,769
|
|
|
18,045
|
|
|
—
|
|
|
9,321
|
|
|
7,769
|
|
|
27,366
|
|
|
35,135
|
|
|
14,108
|
|
|
1999
|
|
NA
|
|||||||||
King's Lake Square *
|
|
—
|
|
|
4,519
|
|
|
15,630
|
|
|
—
|
|
|
466
|
|
|
4,519
|
|
|
16,096
|
|
|
20,615
|
|
|
6,487
|
|
|
1986/2014
|
|
2003
|
|||||||||
Kingwood Commons *
|
|
—
|
|
|
5,715
|
|
|
30,964
|
|
|
—
|
|
|
83
|
|
|
5,715
|
|
|
31,047
|
|
|
36,762
|
|
|
5,254
|
|
|
1999
|
|
2013
|
|||||||||
Lake City Commons
|
|
5,200
|
|
|
3,415
|
|
|
10,242
|
|
|
—
|
|
|
295
|
|
|
3,415
|
|
|
10,538
|
|
|
13,953
|
|
|
1,296
|
|
|
2008
|
|
2014
|
|||||||||
Lake City Commons - Phase II *
|
|
—
|
|
|
1,277
|
|
|
2,247
|
|
|
—
|
|
|
16
|
|
|
1,277
|
|
|
2,263
|
|
|
3,540
|
|
|
278
|
|
|
2011
|
|
2014
|
|||||||||
Lake Mary Plaza
|
|
5,080
|
|
|
1,413
|
|
|
8,719
|
|
|
—
|
|
|
88
|
|
|
1,413
|
|
|
8,807
|
|
|
10,220
|
|
|
839
|
|
|
2009
|
|
2014
|
|||||||||
Lakewood Promenade *
|
|
—
|
|
|
1,783
|
|
|
25,548
|
|
|
—
|
|
|
730
|
|
|
1,783
|
|
|
26,278
|
|
|
28,061
|
|
|
5,068
|
|
|
1948/1998
|
|
2013
|
|||||||||
Landstown Commons *
|
|
—
|
|
|
18,672
|
|
|
92,051
|
|
|
—
|
|
|
2,392
|
|
|
18,672
|
|
|
94,442
|
|
|
113,114
|
|
|
11,654
|
|
|
2007
|
|
2014
|
|||||||||
Lima Marketplace
|
|
8,383
|
|
|
4,703
|
|
|
15,724
|
|
|
—
|
|
|
548
|
|
|
4,703
|
|
|
16,272
|
|
|
20,975
|
|
|
2,027
|
|
|
2008
|
|
2014
|
|||||||||
Lithia Crossing *
|
|
—
|
|
|
3,065
|
|
|
10,012
|
|
|
—
|
|
|
5,558
|
|
|
3,065
|
|
|
15,570
|
|
|
18,635
|
|
|
3,600
|
|
|
1993/2003
|
|
2011
|
|||||||||
Livingston Shopping Center *
|
|
—
|
|
|
10,372
|
|
|
35,548
|
|
|
—
|
|
|
—
|
|
|
10,372
|
|
|
35,548
|
|
|
45,920
|
|
|
1,867
|
|
|
1997
|
|
2015
|
|||||||||
Lowe's Plaza
|
|
—
|
|
|
2,125
|
|
|
6,041
|
|
|
—
|
|
|
21
|
|
|
2,125
|
|
|
6,062
|
|
|
8,187
|
|
|
755
|
|
|
2007
|
|
2014
|
|||||||||
Market Street Village *
|
|
—
|
|
|
9,764
|
|
|
16,360
|
|
|
—
|
|
|
2,069
|
|
|
9,764
|
|
|
18,428
|
|
|
28,192
|
|
|
5,882
|
|
|
1970/2004
|
|
2005
|
|||||||||
Memorial Commons *
|
|
—
|
|
|
1,568
|
|
|
14,645
|
|
|
—
|
|
|
333
|
|
|
1,568
|
|
|
14,978
|
|
|
16,546
|
|
|
1,439
|
|
|
2008
|
|
2014
|
|||||||||
Merrimack Village Center
|
|
5,445
|
|
|
1,921
|
|
|
12,777
|
|
|
—
|
|
|
98
|
|
|
1,921
|
|
|
12,875
|
|
|
14,796
|
|
|
1,621
|
|
|
2007
|
|
2014
|
|||||||||
Miramar Square
|
|
31,625
|
|
|
26,392
|
|
|
30,949
|
|
|
489
|
|
|
536
|
|
|
26,880
|
|
|
31,486
|
|
|
58,366
|
|
|
3,715
|
|
|
2008
|
|
2014
|
|||||||||
Mullins Crossing *
|
|
—
|
|
|
10,582
|
|
|
42,188
|
|
|
—
|
|
|
347
|
|
|
10,582
|
|
|
42,535
|
|
|
53,117
|
|
|
6,832
|
|
|
2005
|
|
2014
|
|||||||||
Naperville Marketplace
|
|
7,724
|
|
|
5,364
|
|
|
11,830
|
|
|
—
|
|
|
58
|
|
|
5,364
|
|
|
11,888
|
|
|
17,252
|
|
|
3,338
|
|
|
2008
|
|
NA
|
|||||||||
Northcrest Shopping Center
|
|
15,780
|
|
|
4,044
|
|
|
33,921
|
|
|
—
|
|
|
742
|
|
|
4,044
|
|
|
34,663
|
|
|
38,707
|
|
|
3,211
|
|
|
2008
|
|
2014
|
|||||||||
Oleander Place *
|
|
—
|
|
|
863
|
|
|
6,159
|
|
|
—
|
|
|
9
|
|
|
863
|
|
|
6,168
|
|
|
7,031
|
|
|
1,609
|
|
|
2012
|
|
2011
|
|||||||||
Palm Coast Landing
|
|
22,550
|
|
|
4,962
|
|
|
37,995
|
|
|
—
|
|
|
399
|
|
|
4,962
|
|
|
38,395
|
|
|
43,357
|
|
|
4,144
|
|
|
2010
|
|
2014
|
|||||||||
Parkside Town Commons - Phase I *
|
|
—
|
|
|
3,108
|
|
|
42,192
|
|
|
—
|
|
|
—
|
|
|
3,108
|
|
|
42,192
|
|
|
45,300
|
|
|
3,975
|
|
|
2015
|
|
N/A
|
|||||||||
Perimeter Woods
|
|
33,330
|
|
|
35,793
|
|
|
27,277
|
|
|
—
|
|
|
318
|
|
|
35,793
|
|
|
27,595
|
|
|
63,388
|
|
|
2,774
|
|
|
2008
|
|
2014
|
|||||||||
Pine Ridge Crossing *
|
|
—
|
|
|
5,640
|
|
|
17,088
|
|
|
—
|
|
|
1,233
|
|
|
5,640
|
|
|
18,322
|
|
|
23,962
|
|
|
5,448
|
|
|
1993
|
|
2006
|
|||||||||
Plaza at Cedar Hill *
|
|
—
|
|
|
5,782
|
|
|
36,781
|
|
|
—
|
|
|
9,163
|
|
|
5,782
|
|
|
45,944
|
|
|
51,726
|
|
|
16,651
|
|
|
2000
|
|
2004
|
|||||||||
Plaza Volente *
|
|
—
|
|
|
4,600
|
|
|
29,074
|
|
|
—
|
|
|
929
|
|
|
4,600
|
|
|
30,003
|
|
|
34,603
|
|
|
10,626
|
|
|
2004
|
|
2005
|
|||||||||
Pleasant Hill Commons
|
|
6,666
|
|
|
3,350
|
|
|
10,116
|
|
|
—
|
|
|
286
|
|
|
3,350
|
|
|
10,402
|
|
|
13,752
|
|
|
1,326
|
|
|
2008
|
|
2014
|
|||||||||
Portofino Shopping Center *
|
|
—
|
|
|
4,754
|
|
|
75,287
|
|
|
—
|
|
|
10,083
|
|
|
4,754
|
|
|
85,370
|
|
|
90,124
|
|
|
12,991
|
|
|
1999
|
|
2013
|
|||||||||
Publix at Acworth
|
|
5,713
|
|
|
1,357
|
|
|
8,229
|
|
|
39
|
|
|
1,087
|
|
|
1,395
|
|
|
9,315
|
|
|
10,710
|
|
|
3,449
|
|
|
1996
|
|
2004
|
|||||||||
Publix at Woodruff *
|
|
—
|
|
|
1,783
|
|
|
6,361
|
|
|
—
|
|
|
262
|
|
|
1,783
|
|
|
6,623
|
|
|
8,406
|
|
|
1,799
|
|
|
1997
|
|
2012
|
|
|
|
|
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)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Rangeline Crossing *
|
|
$
|
—
|
|
|
$
|
2,043
|
|
|
$
|
18,414
|
|
|
$
|
—
|
|
|
$
|
217
|
|
|
$
|
2,043
|
|
|
$
|
18,632
|
|
|
$
|
20,675
|
|
|
$
|
5,107
|
|
|
1986/2013
|
|
NA
|
Riverchase Plaza *
|
|
—
|
|
|
3,889
|
|
|
11,404
|
|
|
—
|
|
|
1,348
|
|
|
3,889
|
|
|
12,752
|
|
|
16,641
|
|
|
3,956
|
|
|
1991/2001
|
|
2006
|
|||||||||
Rivers Edge *
|
|
—
|
|
|
5,647
|
|
|
31,439
|
|
|
—
|
|
|
726
|
|
|
5,647
|
|
|
32,165
|
|
|
37,812
|
|
|
6,566
|
|
|
2011
|
|
2008
|
|||||||||
Saxon Crossing
|
|
11,400
|
|
|
3,764
|
|
|
16,804
|
|
|
—
|
|
|
4
|
|
|
3,764
|
|
|
16,808
|
|
|
20,572
|
|
|
1,993
|
|
|
2009
|
|
2014
|
|||||||||
Shoppes at Plaza Green *
|
|
—
|
|
|
3,749
|
|
|
23,853
|
|
|
—
|
|
|
1,191
|
|
|
3,749
|
|
|
25,044
|
|
|
28,793
|
|
|
5,018
|
|
|
2000
|
|
2012
|
|||||||||
Shoppes of Eastwood *
|
|
—
|
|
|
1,688
|
|
|
10,581
|
|
|
—
|
|
|
422
|
|
|
1,688
|
|
|
11,004
|
|
|
12,692
|
|
|
3,178
|
|
|
1997
|
|
2013
|
|||||||||
Shops at Eagle Creek *
|
|
—
|
|
|
4,550
|
|
|
8,844
|
|
|
—
|
|
|
4,974
|
|
|
4,550
|
|
|
13,818
|
|
|
18,368
|
|
|
4,041
|
|
|
1998
|
|
2003
|
|||||||||
Shops at Julington Creek
|
|
4,785
|
|
|
2,372
|
|
|
8,003
|
|
|
—
|
|
|
100
|
|
|
2,372
|
|
|
8,102
|
|
|
10,474
|
|
|
1,060
|
|
|
2011
|
|
2014
|
|||||||||
Shops at Moore
|
|
21,300
|
|
|
8,030
|
|
|
33,464
|
|
|
—
|
|
|
1,041
|
|
|
8,030
|
|
|
34,505
|
|
|
42,535
|
|
|
5,187
|
|
|
2010
|
|
2014
|
|||||||||
Silver Springs Pointe
|
|
8,800
|
|
|
9,685
|
|
|
7,688
|
|
|
—
|
|
|
240
|
|
|
9,685
|
|
|
7,928
|
|
|
17,613
|
|
|
1,761
|
|
|
2001
|
|
2014
|
|||||||||
South Elgin Commons *
|
|
—
|
|
|
3,916
|
|
|
22,140
|
|
|
—
|
|
|
49
|
|
|
3,916
|
|
|
22,188
|
|
|
26,104
|
|
|
2,591
|
|
|
2011
|
|
2014
|
|||||||||
Stoney Creek Commons *
|
|
—
|
|
|
628
|
|
|
4,599
|
|
|
—
|
|
|
5,833
|
|
|
628
|
|
|
10,432
|
|
|
11,060
|
|
|
2,782
|
|
|
2000
|
|
NA
|
|||||||||
Sunland Towne Centre *
|
|
—
|
|
|
14,774
|
|
|
22,542
|
|
|
—
|
|
|
5,034
|
|
|
14,774
|
|
|
27,577
|
|
|
42,351
|
|
|
9,807
|
|
|
1996
|
|
2004
|
|||||||||
Tamiami Crossing *
|
|
—
|
|
|
19,810
|
|
|
27,931
|
|
|
—
|
|
|
—
|
|
|
19,810
|
|
|
27,931
|
|
|
47,741
|
|
|
555
|
|
|
2016
|
|
NA
|
|||||||||
Tarpon Bay Plaza *
|
|
—
|
|
|
4,273
|
|
|
23,865
|
|
|
—
|
|
|
2,050
|
|
|
4,273
|
|
|
25,915
|
|
|
30,188
|
|
|
6,585
|
|
|
2007
|
|
NA
|
|||||||||
Temple Terrace *
|
|
—
|
|
|
2,245
|
|
|
9,282
|
|
|
—
|
|
|
77
|
|
|
2,245
|
|
|
9,359
|
|
|
11,604
|
|
|
902
|
|
|
2012
|
|
2014
|
|||||||||
The Centre at Panola *
|
|
1,979
|
|
|
1,986
|
|
|
8,191
|
|
|
—
|
|
|
367
|
|
|
1,986
|
|
|
8,558
|
|
|
10,544
|
|
|
3,420
|
|
|
2001
|
|
2004
|
|||||||||
The Corner
|
|
14,750
|
|
|
3,772
|
|
|
24,642
|
|
|
—
|
|
|
62
|
|
|
3,772
|
|
|
24,704
|
|
|
28,476
|
|
|
2,421
|
|
|
2008
|
|
2014
|
|||||||||
The Landing at Tradition *
|
|
—
|
|
|
18,505
|
|
|
46,227
|
|
|
—
|
|
|
1,988
|
|
|
18,505
|
|
|
48,215
|
|
|
66,720
|
|
|
6,752
|
|
|
2007
|
|
2014
|
|||||||||
Toringdon Market *
|
|
—
|
|
|
5,448
|
|
|
9,539
|
|
|
—
|
|
|
136
|
|
|
5,448
|
|
|
9,676
|
|
|
15,124
|
|
|
1,706
|
|
|
2004
|
|
2013
|
|||||||||
Traders Point *
|
|
—
|
|
|
9,443
|
|
|
36,433
|
|
|
—
|
|
|
2,084
|
|
|
9,443
|
|
|
38,517
|
|
|
47,960
|
|
|
13,121
|
|
|
2005
|
|
NA
|
|||||||||
Traders Point II *
|
|
—
|
|
|
2,376
|
|
|
6,561
|
|
|
—
|
|
|
1,001
|
|
|
2,376
|
|
|
7,562
|
|
|
9,938
|
|
|
2,466
|
|
|
2005
|
|
NA
|
|||||||||
Tradition Village Center *
|
|
—
|
|
|
3,140
|
|
|
14,853
|
|
|
—
|
|
|
252
|
|
|
3,140
|
|
|
15,105
|
|
|
18,245
|
|
|
1,925
|
|
|
2006
|
|
2014
|
|||||||||
Trussville Promenade *
|
|
—
|
|
|
9,123
|
|
|
45,391
|
|
|
—
|
|
|
603
|
|
|
9,123
|
|
|
45,994
|
|
|
55,117
|
|
|
8,522
|
|
|
1999
|
|
2013
|
|||||||||
University Town Center
|
|
18,690
|
|
|
4,125
|
|
|
31,711
|
|
|
—
|
|
|
187
|
|
|
4,125
|
|
|
31,898
|
|
|
36,023
|
|
|
3,634
|
|
|
2009
|
|
2014
|
|||||||||
University Town Center - Phase II
|
|
10,500
|
|
|
7,902
|
|
|
24,199
|
|
|
—
|
|
|
441
|
|
|
7,902
|
|
|
24,640
|
|
|
32,542
|
|
|
3,284
|
|
|
2012
|
|
2014
|
|||||||||
Village at Bay Park
|
|
9,183
|
|
|
8,248
|
|
|
9,982
|
|
|
—
|
|
|
483
|
|
|
8,248
|
|
|
10,465
|
|
|
18,713
|
|
|
1,040
|
|
|
2005
|
|
2014
|
|||||||||
Village Walk *
|
|
—
|
|
|
2,554
|
|
|
12,426
|
|
|
—
|
|
|
63
|
|
|
2,554
|
|
|
12,489
|
|
|
15,043
|
|
|
1,218
|
|
|
2009
|
|
2014
|
|||||||||
Waterford Lakes Village *
|
|
—
|
|
|
2,317
|
|
|
7,420
|
|
|
—
|
|
|
278
|
|
|
2,317
|
|
|
7,698
|
|
|
10,015
|
|
|
3,366
|
|
|
1997
|
|
2004
|
|||||||||
Waxahachie Crossing
|
|
7,750
|
|
|
1,411
|
|
|
16,323
|
|
|
—
|
|
|
99
|
|
|
1,411
|
|
|
16,422
|
|
|
17,833
|
|
|
1,932
|
|
|
2010
|
|
2014
|
|||||||||
Westside Market *
|
|
—
|
|
|
4,194
|
|
|
17,723
|
|
|
—
|
|
|
273
|
|
|
4,194
|
|
|
17,995
|
|
|
22,189
|
|
|
1,398
|
|
|
2013
|
|
2014
|
|||||||||
Wheatland Towne Crossing *
|
|
—
|
|
|
6,622
|
|
|
31,077
|
|
|
—
|
|
|
96
|
|
|
6,622
|
|
|
31,173
|
|
|
37,795
|
|
|
3,174
|
|
|
2012
|
|
2014
|
|||||||||
Whitehall Pike
|
|
5,170
|
|
|
3,689
|
|
|
6,109
|
|
|
—
|
|
|
233
|
|
|
3,689
|
|
|
6,342
|
|
|
10,031
|
|
|
4,260
|
|
|
1999
|
|
NA
|
|||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Total Operating Properties
|
|
655,797
|
|
|
770,216
|
|
|
2,525,766
|
|
|
2,333
|
|
|
126,069
|
|
|
772,549
|
|
|
2,651,835
|
|
|
3,424,384
|
|
|
484,976
|
|
|
|
|
|
|
|
|
|
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
|
|
$
|
17,670
|
|
|
$
|
1,643
|
|
|
$
|
9,669
|
|
|
$
|
—
|
|
|
$
|
18,869
|
|
|
$
|
1,643
|
|
|
$
|
28,538
|
|
|
$
|
30,181
|
|
|
13,098
|
|
|
1905/2002
|
|
2001
|
|
Union Station Parking Garage *
|
|
—
|
|
|
904
|
|
|
2,650
|
|
|
—
|
|
|
925
|
|
|
904
|
|
|
3,575
|
|
|
4,479
|
|
|
1,533
|
|
|
1986
|
|
2001
|
|||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Total Office Properties
|
|
17,670
|
|
|
2,547
|
|
|
12,319
|
|
|
—
|
|
|
19,795
|
|
|
2,547
|
|
|
32,114
|
|
|
34,661
|
|
|
14,631
|
|
|
|
|
|
|||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Development and Redevelopment Properties
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Beechwood Promenade *
|
|
—
|
|
|
2,734
|
|
|
46,350
|
|
|
—
|
|
|
—
|
|
|
2,734
|
|
|
46,350
|
|
|
49,084
|
|
|
7,237
|
|
|
NA
|
|
NA
|
|||||||||
Burnt Store Promenade *
|
|
—
|
|
|
5,112
|
|
|
8,545
|
|
|
—
|
|
|
—
|
|
|
5,112
|
|
|
8,545
|
|
|
13,657
|
|
|
3,833
|
|
|
NA
|
|
NA
|
|||||||||
City Center *
|
|
—
|
|
|
20,565
|
|
|
174,807
|
|
|
—
|
|
|
—
|
|
|
20,565
|
|
|
174,807
|
|
|
195,372
|
|
|
16,344
|
|
|
NA
|
|
NA
|
|||||||||
Courthouse Shadows *
|
|
—
|
|
|
4,999
|
|
|
17,085
|
|
|
—
|
|
|
—
|
|
|
4,999
|
|
|
17,085
|
|
|
22,084
|
|
|
4,521
|
|
|
NA
|
|
NA
|
|||||||||
Fishers Station
|
|
6,868
|
|
|
3,736
|
|
|
12,742
|
|
|
—
|
|
|
—
|
|
|
3,736
|
|
|
12,742
|
|
|
16,478
|
|
|
6,255
|
|
|
NA
|
|
NA
|
|||||||||
Hamilton Crossing Centre
|
|
10,500
|
|
|
5,549
|
|
|
10,448
|
|
|
—
|
|
|
—
|
|
|
5,549
|
|
|
10,448
|
|
|
15,997
|
|
|
3,612
|
|
|
NA
|
|
NA
|
|||||||||
Northdale Promenade *
|
|
—
|
|
|
1,718
|
|
|
25,836
|
|
|
—
|
|
|
—
|
|
|
1,718
|
|
|
25,836
|
|
|
27,554
|
|
|
5,660
|
|
|
NA
|
|
NA
|
|||||||||
Parkside Town Commons - Phase II *
|
|
—
|
|
|
20,857
|
|
|
61,446
|
|
|
—
|
|
|
—
|
|
|
20,857
|
|
|
61,446
|
|
|
82,303
|
|
|
3,381
|
|
|
NA
|
|
NA
|
|||||||||
Rampart Commons
|
|
11,315
|
|
|
1,136
|
|
|
30,010
|
|
|
—
|
|
|
—
|
|
|
1,136
|
|
|
30,010
|
|
|
31,146
|
|
|
3,407
|
|
|
NA
|
|
NA
|
|||||||||
The Corner *
|
|
—
|
|
|
304
|
|
|
4,885
|
|
|
—
|
|
|
—
|
|
|
304
|
|
|
4,885
|
|
|
5,189
|
|
|
2,994
|
|
|
NA
|
|
NA
|
|||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Total Development and Redevelopment Properties
|
|
28,683
|
|
|
66,710
|
|
|
392,153
|
|
|
—
|
|
|
—
|
|
|
66,710
|
|
|
392,153
|
|
|
458,863
|
|
|
57,244
|
|
|
|
|
|
|||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Other **
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Beacon Hill *
|
|
—
|
|
|
1,643
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,643
|
|
|
—
|
|
|
1,643
|
|
|
—
|
|
|
NA
|
|
NA
|
|||||||||
Bridgewater Marketplace *
|
|
—
|
|
|
2,081
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,081
|
|
|
—
|
|
|
2,081
|
|
|
—
|
|
|
NA
|
|
NA
|
|||||||||
Deerwood Lake *
|
|
—
|
|
|
—
|
|
|
23,669
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
23,669
|
|
|
23,669
|
|
|
—
|
|
|
NA
|
|
NA
|
|||||||||
Eddy Street Commons *
|
|
—
|
|
|
2,403
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,403
|
|
|
—
|
|
|
2,403
|
|
|
—
|
|
|
NA
|
|
NA
|
|||||||||
Fox Lake Crossing II
|
|
—
|
|
|
3,458
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3,458
|
|
|
—
|
|
|
3,458
|
|
|
—
|
|
|
NA
|
|
NA
|
|||||||||
KRG Development
|
|
—
|
|
|
—
|
|
|
751
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
751
|
|
|
751
|
|
|
—
|
|
|
NA
|
|
NA
|
|||||||||
KRG New Hill *
|
|
—
|
|
|
5,710
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
5,710
|
|
|
—
|
|
|
5,710
|
|
|
—
|
|
|
NA
|
|
NA
|
|||||||||
KRG Peakway
|
|
—
|
|
|
22,355
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
22,355
|
|
|
—
|
|
|
22,355
|
|
|
—
|
|
|
NA
|
|
NA
|
|||||||||
Pan Am Plaza
|
|
—
|
|
|
8,840
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
8,840
|
|
|
—
|
|
|
8,840
|
|
|
—
|
|
|
NA
|
|
NA
|
|||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Total Other
|
|
—
|
|
|
46,492
|
|
|
24,420
|
|
|
—
|
|
|
—
|
|
|
46,492
|
|
|
24,420
|
|
|
70,912
|
|
|
—
|
|
|
|
|
|
|||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Line of credit/Term Loan/Unsecured notes
|
|
1,029,600
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
NA
|
|
NA
|
|||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Grand Total
|
|
$
|
1,731,750
|
|
|
$
|
885,965
|
|
|
$
|
2,954,658
|
|
|
$
|
2,333
|
|
|
$
|
145,863
|
|
|
$
|
888,298
|
|
|
$
|
3,100,521
|
|
|
$
|
3,988,819
|
|
|
$
|
556,851
|
|
|
|
|
|
____________________
|
|
*
|
This property or a portion of the property is included as an unencumbered pool property used in calculating our 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.
|
|
|
2016
|
|
2015
|
|
2014
|
||||||
Balance, beginning of year
|
|
$
|
3,926,180
|
|
|
$
|
3,897,131
|
|
|
$
|
1,872,088
|
|
Merger and Acquisitions
|
|
—
|
|
|
176,068
|
|
|
2,128,278
|
|
|||
Improvements
|
|
97,161
|
|
|
92,717
|
|
|
103,688
|
|
|||
Impairment
|
|
—
|
|
|
(2,293
|
)
|
|
—
|
|
|||
Disposals
|
|
(34,522
|
)
|
|
(237,443
|
)
|
|
(206,923
|
)
|
|||
Balance, end of year
|
|
$
|
3,988,819
|
|
|
$
|
3,926,180
|
|
|
$
|
3,897,131
|
|
|
|
2016
|
|
2015
|
|
2014
|
||||||
Balance, beginning of year
|
|
$
|
428,930
|
|
|
$
|
313,524
|
|
|
$
|
229,286
|
|
Depreciation expense
|
|
148,947
|
|
|
141,516
|
|
|
103,155
|
|
|||
Impairment
|
|
—
|
|
|
(833
|
)
|
|
—
|
|
|||
Disposals
|
|
(21,026
|
)
|
|
(25,277
|
)
|
|
(18,917
|
)
|
|||
Balance, end of year
|
|
$
|
556,851
|
|
|
$
|
428,930
|
|
|
$
|
313,524
|
|
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
|
|
Incorporated by reference to Exhibit 3.1 to the Annual Report on Form 10-K of Kite Realty Group Trust filed with the SEC on February 27, 2015
|
|
|
|
|
|
3.2
|
|
Articles of Amendment to the Articles of Amendment and Restatement of Declaration of Trust of Kite Realty Group Trust, as supplemented and amended
|
|
Incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K of Kite Realty Group Trust filed with the SEC on May 28, 2015
|
|
|
|
|
|
3.3
|
|
Second Amended and Restated Bylaws of the Company, as amended
|
|
Incorporated by reference to Exhibit 3.2 to the Annual Report on Form 10-K of Kite Realty Group Trust filed with the SEC on February 27, 2015
|
|
|
|
|
|
3.4
|
|
First Amendment to the Second Amended and Restated Bylaws of Kite Realty Group Trust, as amended
|
|
Incorporated by reference to Exhibit 3.2 to the Current Report on Form 8-K of Kite Realty Group Trust filed with the SEC on May 28, 2015
|
|
|
|
|
|
4.1
|
|
Form of Common Share Certificate
|
|
Incorporated by reference to Exhibit 4.1 to Kite Realty Group Trust’s registration statement on Form S-11 (File No. 333-114224) declared effective by the SEC on August 10, 2004
|
|
|
|
|
|
4.2
|
|
Indenture, dated September 26, 2016, between Kite Realty Group, L.P., as issuer, and U.S. Bank National Association, as trustee
|
|
Incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K of Kite Realty Group Trust filed with the SEC on September 27, 2016
|
|
|
|
|
|
4.3
|
|
First Supplemental Indenture, dated September 26, 2016, among Kite Realty Group, L.P., Kite Realty Group Trust, as possible future guarantor, and U.S. Bank National Association
|
|
Incorporated by reference to Exhibit 4.2 to the Current Report on Form 8-K of Kite Realty Group Trust filed with the SEC on September 27, 2016
|
|
|
|
|
|
4.4
|
|
Form of Global Note representing the Notes
|
|
Incorporated by reference to Exhibits 4.2 and 4.3 to the Current Report on Form 8-K of Kite Realty Group Trust filed with the SEC on September 27, 2016
|
|
|
|
|
|
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*
|
|
Incorporated by reference to Exhibit 10.13 to the Annual Report on Form 10-K of Kite Realty Group Trust filed with the SEC on February 27, 2015
|
|
|
|
|
|
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*
|
|
Incorporated by reference to Exhibit 10.24 to the Annual Report on Form 10-K of Kite Realty Group Trust filed with the SEC on February 27, 2015
|
|
|
|
|
|
10.25
|
|
Indemnification Agreement, dated as of February 27, 2015, by and between Kite Realty Group, L.P., and Gerald W. Grupe*
|
|
Incorporated by reference to Exhibit 10.24 to the Annual Report on Form 10-K of Kite Realty Group Trust filed with the SEC on February 27, 2015
|
|
|
|
|
|
10.26
|
|
Indemnification Agreement, dated as of February 27, 2015, by and between Kite Realty Group, L.P., and Charles H. Wurtzebach*
|
|
Incorporated by reference to Exhibit 10.24 to the Annual Report on Form 10-K of Kite Realty Group Trust filed with the SEC on February 27, 2015
|
|
|
|
|
|
10.27
|
|
Kite Realty Group Trust 2008 Employee Share Purchase Plan*
|
|
Incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K of Kite Realty Group Trust filed with the SEC on May 12, 2008
|
|
|
|
|
|
10.28
|
|
Registration Rights Agreement, dated as of August 16, 2004, by and among the Company, Alvin E. Kite, Jr., John A. Kite, Paul W. Kite, Thomas K. McGowan, Daniel R. Sink, George F. McMannis, Mark Jenkins, C. Kenneth Kite, David Grieve and KMI Holdings, LLC
|
|
Incorporated by reference to Exhibit 10.32 to the Current Report on Form 8-K of Kite Realty Group Trust filed with the SEC on August 20, 2004
|
|
|
|
|
|
10.29
|
|
Amendment No. 1 to Registration Rights Agreement, dated August 29, 2005, by and among the Company and the other parties listed on the signature page thereto
|
|
Incorporated by reference to Exhibit 10.2 to the Quarterly Report on Form 10-Q of Kite Realty Group Trust for the period ended September 30, 2005
|
|
|
|
|
|
10.30
|
|
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
|
|
|
|
|
|
10.31
|
|
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
|
|
|
|
|
|
10.32
|
|
Form of 2016 Outperformance Plan LTIP Unit Agreement*
|
|
Incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K of Kite Realty Group Trust filed with the SEC on February 3, 2016
|
|
|
|
|
|
10.33
|
|
Kite Realty Group Trust 2013 Equity Incentive Plan*
|
|
Incorporated by reference to Exhibit 10.1 to the Registration Statement on Form S-8 of Kite Realty Group Trust filed with the SEC on May 8, 2013
|
|
|
|
|
|
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 10.36 of the Annual Report on Form 10-K of Kite Realty Group Trust filed with the SEC on February 26, 2016
|
|
|
|
|
|
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
|
|
Form of Performance Share Unit Agreement under 2013 Equity Incentive Plan*
|
|
Filed herewith
|
|
|
|
|
|
10.39
|
|
Fifth Amended and Restated Credit Agreement, dated as of July 28, 2016, by and among Kite Realty Group, L.P., KeyBank National Association, as Administrative Agent, and the other lenders party thereto
|
|
Incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K of Kite Realty Group Trust filed with the SEC on July 29, 2016
|
|
|
|
|
|
10.40
|
|
First Amended and Restated Springing Guaranty, dated as of July 28, 2016, by Kite Realty Group Trust
|
|
Incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K of Kite Realty Group Trust filed with the SEC on July 29, 2016
|
|
|
|
|
|
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
|
|
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
|
|
|
|
|
|
10.46
|
|
Note Purchase Agreement, dated as of August 28, 2015, by and among Kite Realty Group, L.P., and the other parties named therein as Purchasers
|
|
Incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K of Kite Realty Group Trust filed with the SEC on September 3, 2015
|
|
|
|
|
|
10.47
|
|
Term Loan Agreement, dated as of October 26, 2015, by and among Kite Realty Group, L.P., KeyBank National Association, as Administrative Agent, and the other lenders party thereto
|
|
Incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K of Kite Realty Group Trust filed with the SEC on October 30, 2015
|
|
|
|
|
|
10.48
|
|
First Amendment to Term Loan Agreement, dated as of July 28, 2016, by and among Kite Realty Group, L.P., Kite Realty Group Trust, KeyBank National Association, as Administrative Agent, and the other lenders party thereto
|
|
Incorporated by reference to Exhibit 10.3 to the Current Report on Form 8-K of Kite Realty Group Trust filed with the SEC on July 29, 2016
|
|
|
|
|
|
12.1
|
|
Statement of Computation of Ratio of Earnings to Combined Fixed Charges and Preferred Dividends of the Parent Company
|
|
Filed herewith
|
|
|
|
|
|
12.2
|
|
Statement of Computation of Ratio of Earnings to Combined Fixed Charges and Preferred Dividends of the Operating Partnership
|
|
Filed herewith
|
|
|
|
|
|
21.1
|
|
List of Subsidiaries
|
|
Filed herewith
|
|
|
|
|
|
23.1
|
|
Consent of Ernst & Young LLP relating to the Parent Company
|
|
Filed herewith
|
|
|
|
|
|
23.2
|
|
Consent of Ernst & Young LLP relating to the Operating Partnership
|
|
Filed herewith
|
|
|
|
|
|
31.1
|
|
Certification of principal executive officer of the Parent Company required by Rule 13a-14(a)/15d-14(a) under the Exchange Act, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
|
|
Filed herewith
|
|
|
|
|
|
31.2
|
|
Certification of principal financial officer of the Parent Company required by Rule 13a-14(a)/15d-14(a) under the Exchange Act, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
|
|
Filed herewith
|
|
|
|
|
|
31.3
|
|
Certification of principal executive officer of the Operating Partnership required by Rule 13a-14(a)/15d-14(a) under the Exchange Act, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
|
|
Filed herewith
|
|
|
|
|
|
31.4
|
|
Certification of principal financial officer of the Operating Partnership required by Rule 13a-14(a)/15d-14(a) under the Exchange Act, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
|
|
Filed herewith
|
|
|
|
|
|
32.1
|
|
Certification of Chief Executive Officer and Chief Financial Officer of the Parent Company pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
|
|
Filed herewith
|
|
|
|
|
|
32.2
|
|
Certification of Chief Executive Officer and Chief Financial Officer of the Operating Partnership pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
|
|
Filed herewith
|
|
|
|
|
|
99.1
|
|
United States Federal Income Tax Considerations
|
|
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.DEF
|
|
XBRL Taxonomy Extension Definition Linkbase Document
|
|
Filed herewith
|
|
|
|
|
|
101.LAB
|
|
XBRL Taxonomy Extension Label Linkbase Document
|
|
Filed herewith
|
|
|
|
|
|
101.PRE
|
|
XBRL Taxonomy Extension Presentation Linkbase Document
|
|
Filed herewith
|
____________________
|
* Denotes a management contract or compensatory, plan contract or arrangement.
|
Grant Date:
|
|
|
Name of Grantee:
|
|
|
Target Number of PSUs:
|
|
|
Performance Period:
|
|
|
Grantee:
|
|
|
Date:
|
|
|
|
(Signature)
|
|
|
|
|
|
|
|
|
|
|
Company:
|
|
|
Date:
|
|
|
|
(Signature)
|
|
|
|
|
Name:
|
|
|
|
||
Title:
|
|
|
|
Performance Share Units
|
This Agreement evidences an award of PSUs in the number set forth on the cover sheet and subject to the terms and conditions set forth in the Agreement and in the Plan.
The number of Shares, if any, that may be issued pursuant to the terms of this Agreement will be calculated based on the attainment, as determined by the Committee, of the performance goals described in
Exhibit A
to this Agreement (the “
Performance Goals
”) over the Performance Period set forth on the cover sheet, which number of Shares may be equal to all or a portion, including none, of the Maximum Number of PSUs set forth in
Exhibit A
. If the Performance Goals are not achieved during the Performance Period, you will forfeit all of your unvested PSUs as of the end of the Performance Period, except as otherwise provided in this Agreement.
|
Nontransferability of PSUs
|
Your PSUs may not be sold, transferred, assigned, pledged, hypothecated, or otherwise encumbered, whether by operation of law or otherwise, nor may the PSUs be made subject to execution, attachment, or similar process. If you attempt to do any of these things, you will immediately and automatically forfeit your PSUs.
|
Vesting
|
Your PSUs will vest on the date the Committee certifies the achievement of the Performance Goals following the close of the Performance Period (the “
Certification Date
”), and subject to your continued Service from the Grant Date through the Certification Date, but only to the extent that the Performance Goals have been satisfied. Promptly following the completion of the Performance Period (and no later than seventy-five (75) days following the end of the Performance Period), the Committee will review and certify in writing (i) whether, and to what extent, the Performance Goals for the Performance Period have been achieved and (ii) the number of PSUs that will vest. Such certification will be final, conclusive, and binding. Notwithstanding the foregoing or anything in this Agreement to the contrary, the Committee reserves the right to adjust the number of PSUs that will vest based on the achievement of the Performance Goals downward, including to zero, in its sole discretion.
You will forfeit to the Company all of the unvested PSUs to the extent the specified Performance Goals have not been achieved, as determined by the Committee, effective as of the Certification Date.
|
Leaves of Absence
|
For purposes of this Agreement, your Service does not terminate when you go on a
bona fide
leave of absence that was approved by the Company in writing, if the terms of the leave provide for continued Service crediting or when continued Service crediting is required by Applicable Laws. However, your Service will be treated as terminating ninety (90) days after you went on employee leave, unless your right to return to active work is guaranteed by law or by a contract. Your Service terminates in any event when the approved leave ends unless you immediately return to active employee work.
The Company determines, in its sole discretion, which leaves count for this purpose and when your Service terminates for all purposes under the Plan.
|
Vesting upon Termination of Service
|
Except as otherwise provided in your Employment Agreement, (i) if your Service terminates during the Performance Period as a result of your death or Disability, your PSUs will vest as to the Target Number of PSUs set forth on the cover sheet of this Agreement on the effective date of your termination of Service, and (ii) if your Service terminates as a result of your death or Disability following the end of the Performance Period but prior to the Certification Date, your PSUs will vest to the extent that the Performance Goals have been satisfied as if your Service had not terminated, effective as of the Certification Date.
Except as otherwise provided in your Employment Agreement, in the event that your Service terminates for any reason other than death or Disability prior to the Certification Date, you will forfeit to the Company all of the unvested PSUs on the date of your termination of Service.
No PSUs will vest after your Service has terminated for any reason.
|
Delivery
|
Delivery of the Shares represented by your vested PSUs shall be made as soon as practicable after the date on which your PSUs vest and, in any event, by no later than March 15th of the calendar year after your PSUs vest.
|
Evidence of Issuance
|
The issuance of the Shares with respect to your vested PSUs will be evidenced in such a manner as the Company, in its discretion, deems appropriate, including, without limitation, book entry, registration, or issuance of one or more share certificates.
|
Withholding Taxes
|
You agree, as a condition of this Agreement, that you will make acceptable arrangements to pay any withholding or other taxes that may be due relating to your PSUs and the issuance of Shares with respect to the PSUs under this Agreement. In the event that the Company or any Affiliate determines that any federal, state, local, or foreign tax or withholding payment is required relating to the PSUs or the issuance of Shares with respect to the PSUs under this Agreement, the Company or any Affiliate will have the right to (i) require you to tender a cash payment, (ii) deduct from payments of any kind otherwise due to you, (iii) permit or require you to enter into a “same day sale” commitment with a broker-dealer that is a member of the Financial Industry Regulation Authority (a “
FINRA Dealer
”) whereby you irrevocably elect to sell a portion of the Shares to be delivered in connection with the PSUs to satisfy withholding obligations and whereby the FINRA Dealer irrevocably commits to forward the proceeds necessary to satisfy the withholding obligations directly to the Company or an Affiliate, or (iv) require you to deliver to the Company Shares already owned by you to meet such obligations; provided that the Shares delivered must have an aggregate Fair Market Value equal to the withholding obligation and may not be subject to any repurchase, forfeiture, unfulfilled vesting, or other similar requirements.
|
Retention Rights
|
This Agreement does not give you the right to be retained by the Company or an Affiliate in any capacity. Unless otherwise specified in an Employment Agreement, the Company and its Affiliates reserve the right to terminate your Service at any time and for any reason.
|
Shareholder Rights and Dividend Equivalent Rights
|
You have no rights as a shareholder of the Company (including, without limitation, the right to receive quarterly or special dividends) with respect to the PSUs unless and until a certificate for the Shares relating to the vested PSUs has been issued to you (or an appropriate book entry has been made).
Notwithstanding the foregoing, the Company grants you a Dividend Equivalent Right relating to each PSU which vests, if any, pursuant to this Agreement, the Plan, or your Employment Agreement. If the Company declares a cash dividend on the Company’s outstanding Shares during the Performance Period, you shall receive an amount of cash equal to the number of PSUs which vest pursuant to this Agreement, multiplied by the amount of the cash dividend per Share declared during the Performance Period, as if you had held a number of Shares equal to the number of PSUs which vest under this Agreement as of each dividend record date during the Performance Period. For purposes of the foregoing sentence only, if the PSUs are subject to accelerated vesting, the “Performance Period” shall be deemed to have ended as of the date of the event which serves as the basis for such accelerated vesting. This cash payment relating to your vested PSUs shall be made as soon as practicable after the date on which your PSUs vest and, in any event, no later than March 15th of the calendar year after your PSUs vest.
|
Adjustments
|
In the event of a split, a dividend, or a similar change in the Shares, the number of PSUs covered by this Agreement may be adjusted (and rounded down to the nearest whole number) pursuant to the Plan.
Your PSUs will be subject to the terms of the agreement of merger, liquidation, or reorganization in the event the Company is subject to such corporate activity.
|
Applicable Law
|
This Agreement will be interpreted and enforced under the laws of the State of Maryland, other than any conflicts or choice of law rule or principle that might otherwise refer construction or interpretation of this Agreement to the substantive law of another jurisdiction.
|
The Plan
|
The text of the Plan is incorporated in this Agreement by reference.
Certain capitalized terms used in this Agreement are defined in the Plan and have the meaning set forth in the Plan.
This Agreement, the Plan, and the Employment Agreement constitute the entire understanding between you and the Company regarding the PSUs. Any prior agreements, commitments, or negotiations concerning the PSUs are superseded.
|
Data Privacy
|
In order to administer the Plan, the Company may process personal data about you. Such data includes, but is not limited to, the information provided in this Agreement and any changes thereto, other appropriate personal and financial data about you, such as home address and business addresses and other contact information, payroll information, and any other information that might be deemed appropriate by the Company to facilitate the administration of the Plan.
By accepting the PSUs, you give explicit consent to the Company to process any such personal data. You also give explicit consent to the Company to transfer any such personal data outside the country in which you work or are employed, including, with respect to non-U.S. resident Grantees, to the United States, to transferees who will include the Company and other persons who are designated by the Company to administer the Plan.
|
Disclaimer of Rights
|
The grant of PSUs under this Agreement will in no way be interpreted to require the Company to transfer any amounts to a third party trustee or otherwise hold any amounts in trust or escrow for payment to you. You will have no rights under this Agreement or the Plan other than those of a general unsecured creditor of the Company. PSUs represent unfunded and unsecured obligations of the Company, subject to the terms and conditions of the Plan and this Agreement.
|
Consent to Electronic Delivery
|
The Company may choose to deliver certain statutory materials relating to the Plan in electronic form. By accepting the PSUs, you agree that the Company may deliver the Plan prospectus and the Company’s annual report to you in an electronic format. If at any time you would prefer to receive paper copies of these documents, as you are entitled to, the Company would be pleased to provide copies. Please contact Daniel R. Sink at (317) 577-5600 to request paper copies of these documents.
|
Code Section 409A
|
The grant of PSUs under this Agreement is intended to be exempt from, or to comply with, Code Section 409A to the extent subject thereto, and, accordingly, to the maximum extent permitted, this Agreement will be interpreted and administered to be in compliance with Code Section 409A.
Notwithstanding anything to the contrary in the Plan or this Agreement, neither the Company, its Affiliates, the Board, nor the Committee will have any obligation to take any action to prevent the assessment of any excise tax or penalty on you under Code Section 409A, and neither the Company, its Affiliates, the Board, nor the Committee will have any liability to you for such tax or penalty.
To the extent that the PSUs constitute “deferred compensation” under Code Section 409A, a termination of Service occurs only upon an event that would be a “separation from service” within the meaning of Code Section 409A. If, at the time of your separation from service, (i) you are a “specified employee” within the meaning of Section 409A, and (ii) the Company makes a good faith determination that an amount payable on account of your separation from service constitutes deferred compensation (within the meaning of Code Section 409A), the payment of which is required to be delayed pursuant to the six (6)-month delay rule set forth in Code Section 409A to avoid taxes or penalties under Code Section 409A (the “
Delay Period
”), then the Company will not pay such amount on the otherwise scheduled payment date but will instead pay it in a lump sum on the first business day after the Delay Period (or upon your death, if earlier), without interest. Each installment of PSUs that vest under this Agreement (if there is more than one installment) will be considered one of a series of separate payments for purposes of Code Section 409A.
|
|
TSR Percentile
for the Performance Period
|
Number of PSUs Vested
|
Threshold
|
30
th
percentile
|
50% Target Number of PSUs
|
Target
|
50
th
percentile
|
100% Target Number of PSUs
|
Maximum
|
80
th
percentile
|
200% Target Number of PSUs
|
1.
|
If the Company’s TSR Percentile for the Performance Period is less than the Threshold TSR Percentile specified in the table above, no PSUs shall vest for the Performance Period.
|
2.
|
If the Company’s TSR Percentile for the Performance Period equals the Threshold TSR Percentile specified in the table above, then 50% of the Target Number of PSUs set forth on the cover sheet of this Agreement (the “
Threshold Number of PSUs
”) shall vest for the Performance Period.
|
3.
|
If the Company’s TSR Percentile for the Performance Period equals the Target TSR Percentile specified in the table above, then 100% of the Target Number of PSUs set forth on the cover sheet of this Agreement shall vest for the Performance Period.
|
4.
|
If the Company’s TSR Percentile for the Performance Period equals or exceeds the Maximum TSR Percentile specified in the table above, then 200% of the Target Number of PSUs set forth on the cover sheet of this Agreement (the “
Maximum Number of PSUs
”) shall vest for the Performance Period.
|
5.
|
If Company’s TSR Percentile for the Performance Period exceeds the Threshold TSR Percentile specified in the table above but is less than the Target TSR Percentile specified in the table above, then a number of PSUs between the Threshold Number of PSUs and the Target Number of PSUs, determined by linear interpolation, shall vest for the Performance Period.
|
6.
|
If the Company’s TSR Percentile for the Performance Period exceeds the Target TSR Percentile specified in the table above but is less than the Maximum TSR Percentile specified in the table above, then a number of PSUs between the Target Number of PSUs and the Maximum Number of PSUs, determined by linear interpolation, shall vest for the Performance Period.
|
7.
|
In no event shall more than the Maximum Number of PSUs vest under this Agreement.
|
____________________
|
|
1
|
The Company may in future awards develop different performance goals and ranges, based on any of the various metrics under the Kite Realty Group Trust 2013 Equity Incentive Plan.
|
Acadia Realty Trust
|
DDR Corp.
|
Equity One, Inc.
|
Inland Real Estate Corporation
|
Pennsylvania Real Estate Investment Trust
|
Ramco-Gershenson Property Trust
|
Regency Centers Corporation
|
Retail Opportunity Investments Corp.
|
Retail Properties of America, Inc.
|
Rouse Properties, Inc.
|
Tanger Factory Outlet Centers, Inc.
|
Urban Edge Properties
|
Weingarten Realty Investors
|
WP Glimcher, Inc.
|
($ in thousands, except ratios)
|
|
Years ended December 31
|
|||||||||||||||||||||
|
|
2016
|
|
2015
|
|
2014
|
|
2013
|
|
2012
|
|||||||||||||
Earnings:
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Net (loss) income from continuing operations
|
|
$
|
(1,137
|
)
|
|
$
|
25,249
|
|
|
$
|
(16,452
|
)
|
|
$
|
(726
|
)
|
|
$
|
(11,455
|
)
|
|||
Add:
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
|
Income taxes expense (benefit)
|
|
814
|
|
|
186
|
|
|
24
|
|
|
262
|
|
|
(106
|
)
|
|||||||
|
Fixed charges, net of capitalized interest
|
|
65,669
|
|
|
56,488
|
|
|
45,549
|
|
|
28,026
|
|
|
23,423
|
|
|||||||
Earnings before fixed charges and preferred dividends
|
|
$
|
65,346
|
|
|
$
|
81,923
|
|
|
$
|
29,121
|
|
|
$
|
27,562
|
|
|
$
|
11,862
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Fixed charges:
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
|
Interest expense
|
|
$
|
65,577
|
|
|
$
|
56,432
|
|
|
$
|
45,513
|
|
|
$
|
27,994
|
|
|
$
|
23,392
|
|
||
|
Capitalized interest
|
|
4,061
|
|
|
4,633
|
|
|
4,789
|
|
|
5,081
|
|
|
7,444
|
|
|||||||
|
Interest within rental expense
|
|
92
|
|
|
56
|
|
|
36
|
|
|
33
|
|
|
31
|
|
|||||||
Total fixed charges
|
|
69,730
|
|
|
61,121
|
|
|
50,338
|
|
|
33,108
|
|
|
30,867
|
|
||||||||
|
Preferred dividends
|
|
—
|
|
|
7,877
|
|
|
8,456
|
|
|
8,456
|
|
|
7,920
|
|
|||||||
Total fixed charges and preferred dividends
|
|
$
|
69,730
|
|
|
$
|
68,998
|
|
|
$
|
58,794
|
|
|
$
|
41,564
|
|
|
$
|
38,787
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Ratio of earnings to fixed charges and preferred dividends
|
|
(1)
|
|
|
1.19
|
|
|
(2)
|
|
|
(3)
|
|
|
(4)
|
|
____________________
|
|
1
|
The ratio is less than 1.0; the amount of coverage deficiency for the year ended December 31, 2016 was $4.4 million. The calculation of earnings includes $174.6 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, 2014 was $29.7 million. The calculation of earnings includes $121.0 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, 2013 was $14.0 million. The calculation of earnings includes $54.5 million of non-cash depreciation expense.
|
4
|
The ratio is less than 1.0; the amount of coverage deficiency for the year ended December 31, 2012 was $26.9 million. The calculation of earnings includes $38.8 million of non-cash depreciation expense.
|
($ in thousands, except ratios)
|
|
Years ended December 31
|
|||||||||||||||||||||
|
|
2016
|
|
2015
|
|
2014
|
|
2013
|
|
2012
|
|||||||||||||
Earnings:
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Net (loss) income from continuing operations
|
|
$
|
(1,137
|
)
|
|
$
|
25,249
|
|
|
$
|
(16,452
|
)
|
|
$
|
(726
|
)
|
|
$
|
(11,455
|
)
|
|||
Add:
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
|
Income taxes expense (benefit)
|
|
814
|
|
|
186
|
|
|
24
|
|
|
262
|
|
|
(106
|
)
|
|||||||
|
Fixed charges, net of capitalized interest
|
|
65,669
|
|
|
56,488
|
|
|
45,549
|
|
|
28,026
|
|
|
23,423
|
|
|||||||
Earnings before fixed charges and preferred dividends
|
|
$
|
65,346
|
|
|
$
|
81,923
|
|
|
$
|
29,121
|
|
|
$
|
27,562
|
|
|
$
|
11,862
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Fixed charges:
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
|
Interest expense
|
|
$
|
65,577
|
|
|
$
|
56,432
|
|
|
$
|
45,513
|
|
|
$
|
27,994
|
|
|
$
|
23,392
|
|
||
|
Capitalized interest
|
|
4,061
|
|
|
4,633
|
|
|
4,789
|
|
|
5,081
|
|
|
7,444
|
|
|||||||
|
Interest within rental expense
|
|
92
|
|
|
56
|
|
|
36
|
|
|
33
|
|
|
31
|
|
|||||||
Total fixed charges
|
|
69,730
|
|
|
61,121
|
|
|
50,338
|
|
|
33,108
|
|
|
30,867
|
|
||||||||
|
Preferred dividends
|
|
—
|
|
|
7,877
|
|
|
8,456
|
|
|
8,456
|
|
|
7,920
|
|
|||||||
Total fixed charges and preferred dividends
|
|
$
|
69,730
|
|
|
$
|
68,998
|
|
|
$
|
58,794
|
|
|
$
|
41,564
|
|
|
$
|
38,787
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Ratio of earnings to fixed charges and preferred dividends
|
|
(1)
|
|
|
1.19
|
|
|
(2)
|
|
|
(3)
|
|
|
(4)
|
|
____________________
|
|
1
|
The ratio is less than 1.0; the amount of coverage deficiency for the year ended December 31, 2016 was $4.4 million. The calculation of earnings includes $174.6 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, 2014 was $29.7 million. The calculation of earnings includes $121.0 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, 2013 was $14.0 million. The calculation of earnings includes $54.5 million of non-cash depreciation expense.
|
4
|
The ratio is less than 1.0; the amount of coverage deficiency for the year ended December 31, 2012 was $26.9 million. The calculation of earnings includes $38.8 million of non-cash depreciation expense.
|
Name of Subsidiary
|
|
Jurisdiction of Incorporation or Formation
|
116 & Olio, LLC
|
|
Indiana
|
82 & Otty, LLC
|
|
Indiana
|
Brentwood Land Partners, LLC
|
|
Delaware
|
Bulwark, LLC
|
|
Delaware
|
Cornelius Adair, LLC
|
|
Indiana
|
Corner Associates, LP
|
|
Indiana
|
Dayville Property Development, LLC
|
|
Connecticut
|
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 86th Street II, LLC
|
|
Indiana
|
Kite West 86th 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 Bayonne Urban Renewal, LLC
|
|
Delaware
|
KRG Beacon Hill, LLC
|
|
Indiana
|
KRG Beechwood, LLC
|
|
Indiana
|
KRG Belle Isle, LLC
|
|
Indiana
|
KRG Bolton Plaza, LLC
|
|
Indiana
|
KRG Bradenton Centre Point, 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 Centre, LLC
|
|
Indiana
|
KRG Chapel Hill Shopping Center, LLC
|
|
Delaware
|
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 Colleyville Downs, LLC
|
|
Indiana
|
KRG Construction, LLC
|
|
Indiana
|
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 Courthouse Shadows II, 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 Draper Peaks Outlot, LLC
|
|
Indiana
|
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 Land II, 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 III, 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 Henderson Eastgate, 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 Indian River, LLC
|
|
Delaware
|
KRG Indian River Outlot, 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 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 Livingston Center, LLC
|
|
Indiana
|
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 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, 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 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 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 Port St. Lucie Landing, LLC
|
|
Delaware
|
KRG Port St. Lucie Square, LLC
|
|
Delaware
|
KRG Portofino, LLC
|
|
Indiana
|
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 South Elgin Commons, LLC
|
|
Delaware
|
KRG St. Cloud 13th, 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
|
|
Delaware
|
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 White Plains Garage, 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
|
LC White Plains, LLC
|
|
New York
|
Meridian South Insurance, LLC
|
|
Tennessee
|
MS Insurance Protected Cell Series 2014-15
|
|
Tennessee
|
Noblesville Partners, LLC
|
|
Indiana
|
Preston Commons, LLP
|
|
Indiana
|
Property Tax Advantage Advisors, LLC
|
|
Indiana
|
Splendido Real Estate, LLC
|
|
Delaware
|
Westfield One, LLC
|
|
Indiana
|
Whitehall Pike, LLC
|
|
Indiana
|
|
|
|
Property Owner's Association
|
|
|
Brentwood Property Owners’ Association, Inc.
|
|
Florida
|
Delray Marketplace Master Association, Inc.
|
|
Florida
|
Eddy Street Commons at Notre Dame Master Association, Inc.
|
|
Indiana
|
Estero Town Commons Property Owners Association, Inc.
|
|
Florida
|
Pleasant Hill Commons Property Owners’ Association, Inc.
|
|
Florida
|
Riverchase Owners’ Association, Inc.
|
|
Florida
|
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(s) 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(s) 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 directors (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, 2017
|
|
|
|
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(s) 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(s) 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 directors (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, 2017
|
|
|
|
|
|
|
By:
|
/s/ Daniel R. Sink
|
|
|
Daniel R. Sink
|
|
|
Chief Financial Officer
|
1.
|
I have reviewed this annual report on Form 10-K of Kite Realty Group, L.P.;
|
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(s) 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(s) 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 directors (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, 2017
|
|
|
|
By:
|
/s/ John A. Kite
|
|
|
John A. Kite
|
|
|
Chief Executive Officer
|
1.
|
I have reviewed this annual report on Form 10-K of Kite Realty Group, L.P.;
|
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(s) 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(s) 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 directors (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, 2017
|
|
|
|
|
|
|
By:
|
/s/ Daniel R. Sink
|
|
|
Daniel R. Sink
|
|
|
Chief Financial Officer
|
1.
|
The Annual Report on Form 10-K of the Parent Company for the year ended
December 31, 2016
(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 Parent Company.
|
|
|
|
Date: February 27, 2017
|
By:
|
/s/ John A. Kite
|
|
|
John A. Kite
|
|
|
Chairman and Chief Executive Officer
|
Date: February 27, 2017
|
By:
|
/s/ Daniel R. Sink
|
|
|
Daniel R. Sink
|
|
|
Chief Financial Officer
|
1.
|
The Annual Report on Form 10-K of the Operating Partnership for the year ended
December 31, 2016
(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 Operating Partnership.
|
|
|
|
Date: February 27, 2017
|
By:
|
/s/ John A. Kite
|
|
|
John A. Kite
|
|
|
Chief Executive Officer
|
Date: February 27, 2017
|
By:
|
/s/ Daniel R. Sink
|
|
|
Daniel R. Sink
|
|
|
Chief Financial Officer
|
•
|
tax-exempt organizations, except to the extent discussed below in “-Taxation of U.S. Shareholders-Taxation of Tax-Exempt Shareholders,”
|
•
|
broker-dealers,
|
•
|
non-U.S. corporations, non-U.S. partnerships, non-U.S. trusts, non-U.S. estates, or individuals who are not taxed as citizens or residents of the United States, all of which may be referred to collectively as “non-U.S. persons,” except to the extent discussed below in “-Taxation of Non-U.S. Shareholders” and “-Taxation of Holders of Debt Securities Issued by our Operating Partnership-Non-U.S. Holders of Debt Securities,”
|
•
|
trusts and estates,
|
•
|
regulated investment companies, or “RICs,”
|
•
|
REITs, financial institutions,
|
•
|
insurance companies
|
•
|
subchapter S corporations,
|
•
|
foreign (non-U.S. governments),
|
•
|
persons subject to the alternative minimum tax provisions of the Code,
|
•
|
persons holding the shares as part of a “hedge,” “straddle,” “conversion,” “synthetic security” or other integrated investment,
|
•
|
persons holding the shares through a partnership or similar pass-through entity,
|
•
|
persons with a “functional currency” other than the U.S. dollar,
|
•
|
persons holding 10% or more (by vote or value) of the beneficial interest in us, except to the extent discussed below,
|
•
|
persons who do not hold the shares as a “capital asset,” within the meaning of Section 1221 of the Code,
|
•
|
corporations subject to the provisions of Section 7874 of the Code,
|
•
|
U.S. expatriates, or
|
•
|
persons otherwise subject to special tax treatment under the Code.
|
1.
|
We will be taxed at regular corporate rates on any undistributed REIT taxable income (computed without regard to the dividends paid deduction and its net capital gain or loss).
|
2.
|
We (or our shareholders) may be subject to the “alternative minimum tax” on our undistributed items of tax preference, if any.
|
3.
|
If we have (1) net income from the sale or other disposition of “foreclosure property” that is held primarily for sale to customers in the ordinary course of business, or (2) other non-qualifying income from foreclosure property, such income will be subject to tax at the highest corporate rate.
|
4.
|
Our net income from “prohibited transactions” will be subject to a 100% tax. In general, prohibited transactions are sales or other dispositions of property held primarily for sale to customers in the ordinary course of business other than foreclosure property.
|
5
|
If we fail to satisfy either the 75% gross income test or the 95% gross income test, as discussed below, but our failure is due to reasonable cause and not due to willful neglect and we nonetheless maintain our qualification as a REIT because of specified cure provisions, we will be subject to a 100% tax on an amount equal to (a) the
|
6.
|
We will be subject to a 4% nondeductible excise tax on the excess of the required distribution over the sum of amounts actually distributed, excess distributions from the preceding tax year and amounts retained for which U.S. federal income tax was paid, if we fail to make the required distributions by the end of a calendar year. The required distribution for each calendar year is equal to the sum of:
|
•
|
85% of our REIT ordinary income for the year;
|
•
|
95% of our REIT capital gain net income for the year other than capital gains we elect to retain and pay tax on as described below; and
|
•
|
any undistributed taxable income from prior taxable years.
|
7.
|
We will be subject to a 100% penalty tax on certain rental income we receive when a taxable REIT subsidiary provides services to our tenants, on certain expenses deducted by a taxable REIT subsidiary on payments made to us and, effective for our taxable years beginning after December 31, 2015, on income for services rendered to us by a taxable REIT subsidiary, if the arrangements among us, our tenants, and our taxable REIT subsidiaries do not reflect arm's-length terms.
|
8.
|
If we acquire any assets from a non-REIT “C” corporation in a carry-over basis transaction, we would be liable for corporate income tax, at the highest applicable corporate rate for the “built-in gain” with respect to those assets if we disposed of those assets within 5 years after they were acquired. To the extent that assets are transferred to us in a carry-over basis transaction by a partnership in which a corporation owns an interest, we will be subject to this tax in proportion to the non-REIT “C” corporation’s interest in the partnership. Built-in gain is the amount by which an asset’s fair market value exceeds its adjusted tax basis at the time we acquire the asset. The results described in this paragraph assume that the non-REIT “C” corporation will not elect, in lieu of this treatment, to be subject to an immediate tax when the asset is acquired by us. On July 1, 2014, we completed a merger with Inland Diversified Real Estate Trust, Inc. (“Inland Diversified”, the “Merger”) and we were the “successor” to Inland Diversified for U.S. federal income tax purposes as a result of the Merger. If Inland Diversified failed to qualify as a REIT for a taxable year before the Merger or for the year that includes the Merger, and no relief is available, as a result of the Merger we would be subject to tax on the built-in gain on each asset of Inland Diversified existing at the time of the Merger if we were to dispose of the Inland Diversified asset within five years following the Merger (i.e. before July 1, 2019).
|
9.
|
We may elect to retain and pay U.S. federal income tax on our net long-term capital gain. In that case, a U.S. shareholder would include its proportionate share of our undistributed long-term capital gain (to the extent that we make a timely designation of such gain to the shareholder) in its income, would be deemed to have paid the tax we paid on such gain, and would be allowed a credit for its proportionate share of the tax deemed to have been paid, and an adjustment would be made to increase the basis of the U.S. shareholder in our common shares.
|
10.
|
If we violate the asset tests (other than certain de minimis violations) or other requirements applicable to REITs, as described below, but our failure is due to reasonable cause and not due to willful neglect and we nevertheless maintain our REIT qualification because of specified cure provisions, we will be subject to a tax equal to the greater of $50,000 or the amount determined by multiplying the net income generated by such non-qualifying assets by the highest rate of tax applicable to non-REIT “C” corporations during periods when such assets would have caused us to fail the asset test.
|
11.
|
If we fail to satisfy a requirement under the Code which would result in the loss of our REIT qualification, other than a failure to satisfy a gross income test, or an asset test as described in paragraph 10 above, but nonetheless maintain our qualification as a REIT because the requirements of certain relief provisions are satisfied, we will be subject to a penalty of $50,000 for each such failure.
|
12.
|
If we fail to comply with the requirements to send annual letters to our shareholders requesting information regarding the actual ownership of our shares and the failure was not due to reasonable cause or was due to willful neglect, we will be subject to a $25,000 penalty or, if the failure is intentional, a $50,000 penalty.
|
13.
|
The earnings of any subsidiaries that are non-REIT “C” corporations, including any taxable REIT subsidiary, are subject to U.S. federal corporate income tax.
|
14.
|
As the “successor” to Inland Diversified for U.S. federal income tax purposes as a result of the Merger, if Inland Diversified failed to qualify as a REIT for a taxable year before the Merger or for the taxable year that includes the Merger, and no relief is available, as a result of the Merger we would inherit any corporate income tax liabilities of Inland Diversified for Inland Diversified’s open tax years (Inland Diversified’s 2013 and 2014 tax years but possibly extending back six years or Inland Diversified’s 2010 tax year through its 2014 tax year), including penalties and interest.
|
(1)
|
that is managed by one or more trustees or directors;
|
(2)
|
that issues transferable shares or transferable certificates to evidence its beneficial ownership;
|
(3)
|
that would be taxable as a domestic corporation, but for Sections 856 through 859 of the Code;
|
(4)
|
that is neither a financial institution nor an insurance company within the meaning of certain provisions of the Code;
|
(5)
|
that is beneficially owned by 100 or more persons;
|
(6)
|
not more than 50% in value of the outstanding shares or other beneficial interest of which is owned, actually or constructively, by five or fewer individuals (as defined in the Code to include certain entities and as determined by applying certain attribution rules) during the last half of each taxable year;
|
(7)
|
that makes an election to be a REIT for the current taxable year, or has made such an election for a previous taxable year that has not been revoked or terminated, and satisfies all relevant filing and other administrative requirements established by the IRS that must be met to elect and maintain REIT status;
|
(8)
|
that uses a calendar year for U.S. federal income tax purposes;
|
(9)
|
that meets other applicable tests, described below, regarding the nature of its income and assets and the amount of its distributions; and
|
(10)
|
that has no earnings and profits from any non-REIT taxable year at the close of any taxable year.
|
•
|
“rents from real property”;
|
•
|
dividends or other distributions on, and gain from the sale of, shares in other REITs;
|
•
|
again from the sale of real property or mortgages on real property, in either case, not held for sale to customers;
|
•
|
interest income derived from mortgage loans secured by real property; and
|
•
|
income attributable to temporary investments of new capital in stocks and debt instruments during the one-year period following our receipt of new capital that we raise through equity offerings or issuance of debt obligations with at least a five-year term.
|
•
|
First, the amount of rent must not be based in whole or in part on the income or profits of any person. However, an amount we receive or accrue generally will not be excluded from the term “rents from real property” solely by reason of being based on a fixed percentage or percentages of receipts or sales;
|
•
|
Second, we, or an actual or constructive owner of 10% or more of our shares, must not actually or constructively own 10% or more of the interests in the tenant, or, if the tenant is a corporation, 10% or more of the voting power or value of all classes of stock of the tenant. Rents received from such tenant that is a taxable REIT subsidiary, however, will not be excluded from the definition of “rents from real property” as a result of this condition if either (i) at least 90% of the space at the property to which the rents relate is leased to third parties, and the rents paid by the taxable REIT subsidiary are comparable to rents paid by our other tenants for comparable space or (ii) the property is a qualified lodging facility or a qualified health care property and such property is operated on behalf of the taxable REIT subsidiary by a person who is an “eligible independent contractor” (as described below) and certain other requirements are met;
|
•
|
Third, rent attributable to personal property, leased in connection with a lease of real property, must not be greater than 15% of the total rent received under the lease. If this requirement is not met, then the portion of rent attributable to personal property will not qualify as “rents from real property”; and
|
•
|
Fourth, for rents to qualify as rents from real property for the purpose of satisfying the gross income tests, we generally must not operate or manage the property or furnish or render services to the tenants of such property, other than through an “independent contractor” who is adequately compensated and from whom we derive no revenue or through a taxable REIT subsidiary. To the extent that impermissible services are provided by an independent contractor or taxable REIT subsidiary, the cost of the services generally must be borne by the independent contractor or taxable REIT subsidiary. We anticipate that any services we provide directly to tenants will be “usually or customarily rendered” in connection with the rental of space for occupancy only and not otherwise considered to be provided for the tenants’ convenience. We may provide a minimal amount of “non-customary” services to tenants of our properties, other than through an independent contractor or taxable REIT subsidiary, but we intend that our income from these services will not exceed 1% of our total gross income from the property. If the impermissible tenant services income exceeds 1% of our total income from a property, then all of the income from that property will fail to qualify as rents from real property. If the total amount of impermissible tenant services income does not exceed 1% of our total income from the property, the services will not “taint” the other income from the property (that is, it will not cause the rent paid by tenants of that property to fail to qualify as rents from real property), but the impermissible tenant services income will not qualify as rents from real property. We are deemed to have received income from the provision of impermissible services in an amount equal to at least 150% of our direct cost of providing the service.
|
•
|
amounts are excluded from the definition of impermissible tenant service income as a result of satisfying the 1% de minimis exception;
|
•
|
a taxable REIT subsidiary renders a significant amount of similar services to unrelated parties and the charges for such services are substantially comparable;
|
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rents paid to us by tenants leasing at least 25% of the net leasable space of the REIT’s property who are not receiving services from the taxable REIT subsidiary are substantially comparable to the rents paid by the REIT’s tenants leasing comparable space who are receiving such services from the taxable REIT subsidiary and the charge for the service is separately stated; or
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the taxable REIT subsidiary’s gross income from the service is not less than 150% of the taxable REIT subsidiary’s direct cost of furnishing the service.
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At least 75% of the value of our total assets must be represented by some combination of “real estate assets,” cash, cash items, U.S. government securities, and, in some circumstances, stock or debt instruments purchased with new capital. For purposes of this test, real estate assets include interests in real property, such as land and buildings, leasehold interests in real property, stock of other corporations that qualify as REITs (and, effective for tax years beginning after December 31, 2015, debt instruments issued by publicly offered REITs, interests in mortgages on interests in real property and personal property leased in connection with real property to the extent that rents attributable to such personal property are treated as “rents from real property”), and some types of mortgage-backed securities and mortgage loans. Assets that do not qualify for purposes of the 75% asset test are subject to the additional asset tests described below.
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Not more than 25% of our total assets may be represented by securities other than those described in the first bullet above;
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Except for securities described in the first bullet above and the last bullet below and securities in qualified REIT subsidiaries and taxable REIT subsidiaries, the value of any one issuer’s securities owned by us may not exceed 5% of the value of our total assets.
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Except for securities described in the first bullet above and the last bullet below and securities in qualified REIT subsidiaries and taxable REIT subsidiaries we may not own more than 10% of any one issuer’s outstanding voting securities.
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Except for securities described in the first bullet above and the last bullet below and securities in qualified REIT subsidiaries and taxable REIT subsidiaries, and certain types of indebtedness that are not treated as securities for
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Not more than 25% (20% for tax years beginning after December 31, 2017) of the value of our total assets may be represented by the securities of one or more TRSs.
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For taxable years beginning after December 31, 2015, not more than 25% of our total assets may be represented by debt instruments issued by publicly offered REITs that are “nonqualified” debt instruments (e.g., not secured by interests in mortgages on interests in real property and personal property leased in connection with real property to the extent that rents attributable to such personal property are treated as “rents from real property”).
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the sum of: (1) 90% of our “REIT taxable income,” (computed without regard to the dividends paid deduction and its net capital gain or loss); and (2) 90% of our after tax net income, if any, from foreclosure property; minus
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the sum of specified items of non-cash income.
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a citizen or resident of the United States;
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a corporation (including an entity treated as a corporation for U.S. federal income tax purposes) created or organized in or under the laws of the United States or of a political subdivision thereof (including the District of Columbia);
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an estate the income of which is subject to U.S. federal income taxation regardless of its source; or
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any trust if (1) a U.S. court is able to exercise primary supervision over the administration of such trust and one or more U.S. persons have the authority to control all substantial decisions of the trust, or (2) it has a valid election in place to be treated as a U.S. person.
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a long-term capital gain distribution, which would be taxable to non-corporate U.S. shareholders at a maximum rate of 20% (excluding the 3.8% tax on “net investment income,”), and taxable to U.S. shareholders that are corporations at a maximum rate of 35%; or
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an “unrecaptured Section 1250 gain” distribution, which would be taxable to non-corporate U.S. shareholders at a maximum rate of 25%, to the extent of previously claimed depreciation deductions.
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the qualified dividend income received by us during such taxable year from non-REIT corporations (including our taxable REIT subsidiaries);
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the excess of any “undistributed” “REIT taxable income” (computed without regard to the dividends paid deduction and its net capital gain or loss)
recognized during the immediately preceding year over the U.S. federal income tax paid by us with respect to such undistributed “REIT taxable income” (computed without regard to the dividends paid deduction and its net capital gain or loss); and
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the excess of (i) any income recognized during the immediately preceding year attributable to the sale of a built-in-gain asset that was acquired in a carry-over basis transaction from a non-REIT “C” corporation with respect to which the Company is required to pay U.S. federal income tax, over (ii) the U.S. federal income tax paid by us with respect to such built-in gain.
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either (1) one pension trust owns more than 25% of the value of our stock, or (2) one or more pension trusts, each individually holding more than 10% of the value of our shares, collectively own more than 50% of the value of our shares; and
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we would not have qualified as a REIT but for the fact that Section 856(h)(3) of the Code provides that shares owned by such trusts shall be treated, for purposes of the requirement that not more than 50% of the value of the outstanding shares of a REIT is owned, directly or indirectly, by five or fewer “individuals” (as defined in the Code to include certain entities), as owned by the beneficiaries of such trusts.
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ordinary income dividends;
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long-term capital gain; or
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return of capital distributions.
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This discussion assumes that our shares will continue to be considered regularly traded on an established securities market for purposes of the Foreign Investment in Real Property Tax Act of 1980, or FIRPTA, provisions described below. If our shares are no longer regularly traded on an established securities market, the tax considerations described below would materially differ.
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not attributable to our net capital gain; or
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the distribution is attributable to our net capital gain from the sale of U.S. Real Property Interests, or “USRPIs,” and the non-U.S. shareholder owns 10% or less of the value of our common shares at all times during the one-year period ending on the date of the distribution.
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a lower treaty rate applies and the non-U.S. shareholder files an IRS Form W-8BEN or Form W-8BEN-E, as applicable, evidencing eligibility for that reduced treaty rate with us; or
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the non-U.S. shareholder files an IRS Form W-8ECI with us claiming that the distribution is income effectively connected with the non-U.S. shareholder’s trade or business; or
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the non-U.S. shareholder is a foreign sovereign or controlled entity of a foreign sovereign and also provides an IRS Form W-8EXP claiming an exemption from withholding under section 892 of the Code.
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the distribution is attributable to our net capital gain (other than from the sale of USRPIs) and we timely designate the distribution as a capital gain dividend; or
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the distribution is attributable to our net capital gain from the sale of USRPIs and the non-U.S. common shareholder owns more than 10% of the value of common shares at any point during the one-year period ending on the date on which the distribution is paid.
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the non-U.S. shareholder’s investment in our shares is effectively connected with a U.S. trade or business of the non-U.S. shareholder, in which case the non-U.S. shareholder will be subject to the same treatment as U.S. shareholders with respect to any gain, except that a non-U.S. shareholder that is a corporation also may be subject to the 30% (or lower applicable treaty rate) branch profits tax; or
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the non-U.S. shareholder is a nonresident alien individual who is present in the United States for 183 days or more during the taxable year and has a “tax home” in the United States in which case the nonresident alien individual will be subject to a 30% tax on his capital gains.
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Fifty percent or more of our assets on any of certain testing dates during a prescribed testing period consist of interests in real property located within the United States, excluding for this purpose, interests in real property solely in a capacity as creditor;
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We are not a “domestically-controlled qualified investment entity.” A domestically-controlled qualified investment entity includes a REIT, less than 50% of value of which is held directly or indirectly by non-U.S. shareholders at all times during a specified testing period. Although we believe that we are and will remain a domestically-controlled REIT, because our shares are publicly traded, we cannot guarantee that we are or will remain a domestically-controlled qualified investment entity; and
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Either (a) our shares are not “regularly traded,” as defined by applicable Treasury regulations, on an established securities market; or (b) our shares are “regularly traded” on an established securities market and the selling non-U.S. shareholder has held over 10% of our outstanding common shares any time during the five-year period ending on the date of the sale.
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A shareholder who participates in the dividend reinvestment feature of the DRIP and whose dividends are reinvested in our shares purchased from us will be treated for U.S. federal income tax purposes as having received a distribution from us with respect to our shares equal to the fair market value of our shares credited to the shareholder’s DRIP account on the date the dividends are reinvested. The amount of the distribution deemed received (and that will be reported on the Form 1099-DIV received by the shareholder) may exceed the amount of the cash dividend that was reinvested, due to a discount being offered on the purchase price of the shares purchased.
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A shareholder who participates in the dividend reinvestment feature of the DRIP and whose dividends are reinvested in our shares purchased in the open market, will be treated for U.S. federal income tax purposes as having received (and will receive a Form 1099-DIV reporting) a distribution from us with respect to its shares equal to the fair market value of our shares credited to the shareholder’s DRIP account (plus any brokerage fees and any other expenses deducted from the amount of the distribution reinvested) on the date the dividends are reinvested. If we offer a discount on our shares purchased on the open market in the future, the amount of the distribution the shareholder will be treated as receiving (and that will be reported on the Form 1099-DIV received by the shareholder) may exceed the cash distribution reinvested as a result of any such discount.
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A shareholder who participates in both the dividend reinvestment and the cash investment features of the DRIP and who purchases our shares through the cash investment feature of the DRIP will be treated for U.S. federal income tax purposes as having received a distribution from us with respect to its shares equal to the fair market value of our shares credited to the shareholder’s DRIP account on the date the shares are purchased less the amount paid by the shareholder for our shares (plus any brokerage fees and any other expenses paid by the shareholder).
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A shareholder who participates in the optional cash purchase through the DRIP will not be treated as receiving a distribution from us if no discount is offered.
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Newly enrolled participants who are making their initial investment in our common shares through the DRIP’s optional cash purchase feature and therefore are not currently our shareholders should not be treated as receiving a distribution from us, even if a discount is offered.
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Although the tax treatment with respect to a shareholder who participates only in the cash investment feature of the DRIP and does not participate in the dividend reinvestment feature of the DRIP is not entirely clear, we will report
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(1)
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the payee fails to furnish a taxpayer identification number, or TIN, to the payer or to establish an exemption from backup withholding;
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(2)
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the IRS notifies the payer that the TIN furnished by the payee is incorrect;
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(3)
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there has been a notified payee under-reporting with respect to interest, dividends or original issue discount described in Section 3406(c) of the Code; or
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(4)
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there has been a failure of the payee to certify under the penalty of perjury that the payee is not subject to backup withholding under the Code.
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a citizen or resident of the United States;
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a corporation (including an entity treated as a corporation for U.S. federal income tax purposes) created or organized in or under the laws of the United States or of a political subdivision thereof;
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an estate the income of which is subject to U.S. federal income taxation regardless of its source; or
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any trust if (1) a U.S. court is able to exercise primary supervision over the administration of such trust and one or more U.S. persons have the authority to control all substantial decisions of the trust, or (2) it has a valid election in place to be treated as a U.S. person.
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interest on the note is not effectively connected with the Non-U.S. Holder’s conduct of a trade or business in the United States,
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the Non-U.S. Holder does not own, actually or constructively, 10% or more of the capital or profits interest in the Operating Partnership,
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the Non-U.S. Holder is not a controlled foreign corporation with respect to which the Operating Partnership is a “related person” (within the meaning of Section 864(d)(4) of the Code),
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the Non-U.S. Holder is not a bank whose receipt of interest on a note is described in Section 881(c)(3)(A) of the Code, and
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the Non-U.S. Holder provides its name and address on an IRS Form W-8BEN or IRS Form W-8BEN-E (or other applicable form) and certifies, under penalties of perjury, that it is not a U.S. Holder.
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such gain is effectively connected with the conduct by such Non-U.S. Holder of a trade or business within the United States, in which case such gain will be taxed as described below under “-Non-U.S. Holders of Debt Securities-Income Effectively Connected with a U.S. Trade or Business,” or
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such Non-U.S. Holder is an individual who is present in the United States for 183 days or more in the taxable year of disposition, and certain other conditions are met, in which case such Non-U.S. Holder will be subject to tax at 30% (or, if applicable, a lower treaty rate) on the gain derived from such disposition, which may be offset by U.S. source capital losses.
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