UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K

☒ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2022
☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from                  to
(Mark One)
☒Annual report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
For the fiscal year endedDecember 31, 2020
☐Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
For the transition period from ___________to___________
Commission File Number:001-33268Kite Realty Group Trust
Commission File Number:333-202666-01Kite Realty Group, L.P.

KITE REALTY GROUP TRUST
Kite Realty Group Trust
Kite Realty Group,KITE REALTY GROUP, L.P.
(Exact name of registrant as specified in its charter)
MarylandKite Realty Group Trust11-3715772
DelawareKite Realty Group, L.P.20-1453863
(State or other jurisdiction of incorporation or organization)(IRSI.R.S. Employer Identification No.)
30 S. Meridian StreetSuite 1100IndianapolisIndiana46204
(Address of principal executive offices)(Zip code)
Telephone317577-5600
(Registrant’s telephone number, including area code)
30 S. Meridian Street, Suite 1100, Indianapolis, Indiana, 46204
(Address of principal executive offices) (Zip Code)
(317) 577-5600
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
Securities registered pursuant to Section 12(b) of the Act: 
Title of each classTrading SymbolSymbol(s)Name of each exchange on which registered
Common Stock,Shares, $0.01 par value per common shareKRGNew York Stock Exchange
Securities registered pursuant to Section 12(g) of the Act:  None

Indicate by check mark if the Registrant is a well-known seasoned issuer, as defined by Rule 405 of the Securities Act.
Kite Realty Group TrustYesxNooKite Realty Group, L.P.YesxNoo
Indicate by check mark if the Registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.
Kite Realty Group TrustYesoNoxKite Realty Group, L.P.YesoNox
Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Kite Realty Group TrustYesxNooKite Realty Group, L.P.YesxNoo
Indicate by check mark whether the Registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).
Kite Realty Group TrustYesxNooKite Realty Group, L.P.YesxNoo
Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and "emerging“emerging growth company"company” in Rule 12b-2 of the Exchange Act.
Kite Realty Group Trust:
Large accelerated filerxAccelerated fileroNon-accelerated fileroSmaller reporting company☐
Emerging growth company☐
Kite Realty Group, L.P.:
Large accelerated fileroAccelerated fileroNon-accelerated filerxSmaller reporting company☐
Emerging growth company☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

Indicate by check mark whether the registrant has filed a report on and attestation to its management'smanagement’s assessment of the effectiveness of its internal controls over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report report. ☒

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. o
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). o
Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Act)o.
Kite Realty Group TrustYes☐NoxKite Realty Group, L.P.Yes☐Nox
The aggregate market value of the voting and non-voting common equity held by non-affiliates of the Registrant as of the last business day of the Registrant’s most recently completed second quarter was $1.0$3.8 billion based upon the closing price on the New York Stock Exchange on such date.
The number of Common Shares outstanding as of February 16, 202115, 2023 was 84,292,270219,184,527 ($.01 par value).
Documents Incorporated by Reference
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the definitive Proxy Statement relatingrelated to the Registrant’s Annual Meeting of Shareholders, scheduled to be held on May 12, 2021,10, 2023, to be filed with the Securities and Exchange Commission, are incorporated by reference into Part III, Items 10-1410–14 of this Annual Report on Form 10-K as indicated herein.


EXPLANATORY NOTE

This report combines the annual reports on Form 10-K for the year ended December 31, 20202022 of Kite Realty Group Trust, Kite Realty Group, L.P. and its subsidiaries. Unless stated otherwise or the context otherwise requires, references to “Kite Realty Group Trust” or the “Parent Company” mean Kite Realty Group Trust, and references to the “Operating Partnership” mean Kite Realty Group, L.P. and its consolidated subsidiaries. The terms “Company,” “we,” “us,” and “our” refer to the Parent Company and the Operating Partnership collectively, and those entities owned or controlled by the Parent Company and/or the Operating Partnership.

The Operating Partnership is engaged in the ownership, operation, acquisition, development and redevelopment of high-quality, neighborhood and communityopen-air shopping centers and mixed-use assets that are primarily grocery-anchored and located in high-growth Sun Belt and select strategic gateway markets in the United States.States, and the Parent Company conducts substantially all of its activities through the Operating Partnership and its wholly owned subsidiaries. The Parent Company is the sole general partner of the Operating Partnership and as of December 31, 20202022 owned approximately 97.1%98.7% of the common partnership interests in the Operating Partnership (“General Partner Units”). The remaining 2.9%1.3% of the common partnership interests (“Limited Partner Units” and, together with the General Partner Units, the “Common Units”) are owned by the limited partners.

We believe combining the annual reports on Form 10-K of the Parent Company and the Operating Partnership into this single report benefits investors by:
•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;
•eliminating duplicative disclosure and providing a more streamlined and readable presentation of information becauseas a substantial portion of the Company’s disclosure applies to both the Parent Company and the Operating Partnership; and
•creating time and cost efficiencies through the preparation of one combined report instead of two separate reports.

We believe it is important to understand the few differences between the Parent Company and the Operating Partnership in the context of how we operate as an interrelated consolidated company. The Parent Company has no material assets or liabilities other than its investment in the Operating Partnership. The Parent Company issues public equity from time to time but does not have any indebtedness as all debt is incurred by the Operating Partnership. In addition, the Parent Company currently does not nor does it intend to guarantee any debt of the Operating Partnership. The Operating Partnership has numerous wholly-ownedwholly owned subsidiaries, and it also owns interests in certain joint ventures. These subsidiaries and joint ventures own and operate retail shopping centers and other real estate assets. The Operating Partnership is structured as a partnership with no publicly-tradedpublicly traded equity. Except for net proceeds from equity issuances by the Parent Company, which are contributed to the Operating Partnership in exchange for General Partner Units, the Operating Partnership generates the capital required by the business through its operations, its incurrence of indebtedness and the issuance of Limited Partner Units to third parties.

Shareholders’ equity and partners’ capital are the main areas of difference between the consolidated financial statements of the Parent Company and those of the Operating Partnership. In order to highlight this and other differences between the Parent Company and the Operating Partnership, there are separate sections in this report, as applicable, that separately discuss the Parent Company and the Operating Partnership, including separate financial statements and separate Exhibit 31 and 32 certifications. In the sections that combine disclosure of the Parent Company and the Operating Partnership, this report refers to actions or holdings as being actions or holdings of the collective Company.



KITE REALTY GROUP TRUSTAND KITE REALTY GROUP, L.P. AND SUBSIDIARIES
Annual Report on FormANNUAL REPORT ON FORM 10-K
For the Fiscal Year EndedFOR THE FISCAL YEAR ENDED DECEMBER 31, 2022
December 31, 2020
TABLE OF CONTENTS
  Page
   
   
Item No.  
   
Part I  
   
1
4
1A.
11
1B.
26
2
27
3
39
4
39
   
Part II  
   
5
40
6
42
7
43
7A.
59
8
59
9
59
9A.
59
9B.
63
   
Part III  
   
10
64
11
64
12
64
13
64
14
64
   
Part IV  
   
15
65
1672
   
73
PART I
4
11
26
27
30
30
PART II
31
32
33
50
50
50
50
54
54
PART III
54
54
54
54
54
PART IV
55
62
63


1

Forward-Looking Statements

This Annual Report on Form 10-K, together with other statements and information publicly disseminated by us, contains certain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Such statements are based on assumptions and expectations that may not be realized and are inherently subject to risks, uncertainties and other factors, many of which cannot be predicted with accuracy and some of which might not even be anticipated. Future events and actual results, performance, transactions or achievements, financial or otherwise, may differ materially from the results, performance, transactions or achievements, financial or otherwise, expressed or implied by the forward-looking statements.

Currently, one of the most significant factors that could cause actual outcomes to differ significantly from our forward-looking statements is the potential adverse effect of the current pandemic of the novel coronavirus ("COVID-19"), including possible resurgences and mutations, on the financial condition, results of operations, cash flows and performance of the Company and its tenants, the real estate market and the global economy and financial markets. The effects of COVID-19 have caused and may continue to cause many of our tenants to close stores, reduce hours or significantly limit service, making it difficult for them to meet their rent obligations, and therefore has and will continue to impact us significantly for the foreseeable future. COVID-19 has impacted us significantly, and the extent to which it will continue to impact us and our tenants will depend on future developments, which are highly uncertain and cannot be predicted with confidence, including the scope, severity and duration of the pandemic, the speed and effectiveness of vaccine and treatment developments and distribution pipeline, the actions taken to contain the pandemic or mitigate its impact, and the direct and indirect economic effects of the pandemic and containment measures, among others.

Additional risks,Risks, uncertainties and other factors that might cause such differences, some of which could be material, include but are not limited to:
•national and local economic, business, real estate and other market conditions, particularly in connection with low or negative growth in the U.S. economy as well as economic uncertainty;uncertainty (including a potential economic slowdown or recession, rising interest rates, inflation, unemployment, or limited growth in consumer income or spending);
•financing risks, including the availability of, and costs associated with, sources of liquidity;
•our ability to refinance, or extend the maturity dates of, our indebtedness;
•the level and volatility of interest rates;
•the financial stability of tenants, including their ability to pay rent or request rent concessions and the risk of tenant insolvency or bankruptcies;tenants;
•the competitive environment in which we operate, including potential oversupplies of and reduction in demand for rental space;
•acquisition, disposition, development and joint venture risks;
•property ownership and management risks, including the relative illiquidity of real estate investments, periodic costs to repair, renovate and re-lease spaces, operating costs and expenses, vacancies or the inability to rent space on favorable terms or at all;
•our ability to maintain our status as a real estate investment trust (“REIT”) for U.S. federal income tax purposes;
•potential environmental and other liabilities;
•impairment in the value of real estate property we own;
•the attractiveness of our properties to tenants, the actual and perceived impact of e-commerce on the value of shopping center assets and changing demographics and customer traffic patterns;
•business continuity disruptions and a deterioration in our tenants’ ability to operate in affected areas or delays in the supply of products or services to us or our tenants from vendors that are needed to operate efficiently, causing costs to rise sharply and inventory to fall;
•risks related to theour current geographical concentration of our properties in Texas, Florida, Indiana, Texas,Maryland, New York, and North Carolina, and Nevada;Carolina;
•civil unrest, acts of violence, terrorism or war, acts of God, climate change, epidemics, pandemics (including COVID-19)the ongoing pandemic of the novel coronavirus (“COVID-19”)), natural disasters and severe weather conditions, such as hurricanes, tropical storms, tornadoes, earthquakes, droughts, floods and fires, including such events or conditions that may result in underinsured or uninsured losses or other increased costs and expenses;
•changes in laws and government regulations including governmental orders affecting the use of our properties or the ability of our tenants to operate, and the costs of complying with such changed laws and government regulations;
•possible short-term or long-term changes in consumer behavior due to COVID-19 and the fear of future pandemics;
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•
our ability to satisfy environmental, social or governance standards set by various constituencies;
•insurance costs and coverage;
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•risks associated with cybersecurity attacks and the loss of confidential information and other business disruptions;
•other factors affecting the real estate industry generally; and
•other risks identified in this Annual Report on Form 10-K and in other reports we file from time to time with the Securities and Exchange Commission (the “SEC”) or in other documents that we publicly disseminate.
We undertake no obligation to publicly update or revise these forward-looking statements, whether as a result of new information, future events or otherwise.
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PART I
ITEM 1. BUSINESS
Unless the context suggests otherwise, references to “we,” “us,” “our” or the “Company” refer to Kite Realty Group Trust and our business and operations conducted through our directly or indirectly owned subsidiaries, including Kite Realty Group, L.P., our operating partnership (the “Operating Partnership”).
Overview
Kite Realty Group Trust is a publicly-held real estate investment trust which,publicly held REIT that, through its majority-owned subsidiary, Kite Realty Group, L.P., owns interests in various operating subsidiaries and joint ventures engaged in the ownership, and operation, acquisition, development and redevelopment of high-quality, neighborhood and communityopen-air shopping centers and mixed-use assets that are primarily grocery-anchored and located in high-growth Sun Belt and select strategic gateway markets in the United States. We derive revenuesour revenue primarily from activities associated with the collection of contractual rents and reimbursement payments from tenants under existing lease agreements at each of our properties. OurTherefore, our operating results therefore depend materially on, among other things, the ability of our tenants to make required lease payments, the health and resilience of the United StatesU.S. retail sector, interest rate volatility, job growth, andthe real estate market and overall economic conditions.

As of December 31, 2020,2022, we owned interests in 90183 operating and redevelopmentretail properties totaling approximately 17.328.8 million square feet and one office property with 0.3 million square feet. Of the 183 operating retail properties, 11 contain an office component. We also owned twothree development projects under construction as of this date. Our retail operating portfolio was 91.2%94.6% leased to a diversified retail tenant base, with no single retail tenant accounting for more than 2.5% of our total annualized base rent.rent (“ABR”). In the aggregate, our largest 25 tenants accounted for 33.3%28.9% of our annualized base rent.ABR. See Item 2,2. “Properties” for a list of our top 25 tenants by annualized base rent.  ABR.

On October 22, 2021, we completed a merger with Retail Properties of America, Inc. (“RPAI”) in accordance with the Agreement and Plan of Merger dated July 18, 2021 (the “Merger Agreement”), by and among Kite Realty Group Trust, its wholly owned subsidiary KRG Oak, LLC (“Merger Sub”) and RPAI, pursuant to which RPAI merged with and into Merger Sub (the “Merger”) in a stock-for-stock exchange valued at approximately $4.7 billion, including the assumption of approximately $1.8 billion of debt. We acquired 100 operating retail properties and five development projects through the Merger along with multiple parcels of entitled land for future value creation, creating a top five open-air shopping center REIT. See Note 3 to the accompanying consolidated financial statements for additional details. The Merger provided numerous positive benefits to the Company, including:
Impact•Enhancing the portfolio quality by bolstering our presence in existing strategic markets across the Sun Belt along with providing entry into other strategic markets such as Washington, D.C. and Seattle;
•Providing multiple value creation opportunities including lease-up, completion and/or sale of COVID-19development and redevelopment projects;

•Improving the strength of our balance sheet by reducing leverage and increasing liquidity to over $1.0 billion; and
Since first being reported in December 2019,•Further strengthening leasing relationships to provide more optionality to tenants due to the novel strainexpanded size of coronavirus (COVID-19) has spread globally. In March 2020, the World Health Organization declared COVID-19 a pandemic, and subsequently, the United States declared a national emergency with respect to COVID-19.portfolio.
Significant 2022 Activities
Operating Activities

•
The Company continuesrealized a net loss attributable to closely monitorcommon shareholders of $12.6 million for the year ended December 31, 2022;
•The Company generated Funds From Operations (“FFO”), as defined by NAREIT, of $431.2 million and FFO, as adjusted for merger and acquisition costs and the impact of prior period bad debt or the COVID-19 pandemic on all aspectscollection of its business and how it impacts the Company's tenants and business partners. Certain segmentsaccounts receivable previously written off, of retailers and the Company experienced disruption during 2020, and, going forward, the potential adverse effect of the COVID-19 pandemic, including possible resurgences and mutations, on the financial condition, results of operations, cash flows and performance of the Company and its tenants, the real estate market, global economy, and financial markets, and the extent of such effects, will depend on future developments, which are highly uncertain and cannot be predicted with confidence.

The following operating trends, combined with macroeconomic trends such as a global economic slowdown or recession, reduced consumer spending and increased unemployment, lead us to believe that our operating results will continue to be significantly affected by COVID-19:

$429.6 million;
•As of December 31, 2020, over 98% of our tenants have reopened. However, many of these retailers are operating at a lower capacity than normalSame Property Net Operating Income (“Same Property NOI”), which includes the results from the properties acquired in the Merger with RPAI, grew by 5.1% in 2022 compared to 2021 primarily due to COVID-19. Store closures orimproved occupancy driven by strong leasing activity throughout the inability to return to full capacity, particularly if foryear along with an extended period, increase the risk of business failures and lease defaults.
•As of February 11, 2021, we have collected approximately 95% ofin overage rent billings for the three months ended December 31, 2020 and 92% of rent billings for the period from April 1, 2020 through December 31, 2020.
•Many of our tenants have taken on additional debt as a result of COVID-19, including loans administered by the Small Business Administration. To the extent this debt is not forgiven, the increased debt load may hamper their ability to continue to operate and to pay rent, which could cause the Company to realize decreased cash flow and increased vacancies at its properties.

Starting in March 2020 and continuing through January 2021, the Company received rent relief requests from a significant proportion of its tenants. Some tenants have asserted various legal arguments that they allege relieve them of the obligation to pay rent during the pandemic; the Company and its legal advisers generally disagree with these legal arguments. The Company has evaluated and will continue to evaluate tenant requests for rent relief based on many factors, including the tenant's financial strength, the tenant's operating history, potential co-tenancy impacts, the tenant's contribution to the shopping center in which it operates, the Company's assessment of the tenant's long-term viability, the difficulty or ease with which the tenant could be replaced, and other factors.

certain tenants;
4

As•In 2022, we executed new and renewal leases on 782 individual spaces representing approximately 4.9 million square feet of retail space, achieving a resultblended cash leasing spread of this evaluation,12.6% for comparable leases. Excluding option renewals, the Company has agreedblended cash spreads for comparable new and non-option renewal leases was 18.1%. These signings helped grow our retail leased percentage to defer rent for approximately 375 of its tenants subject to certain conditions. The Company had deferred the collection of $6.1 million of rental income that remained outstanding94.6% from 93.4% as of December 31, 2020. To2021; and
•Our operating portfolio ABR per square foot was $20.02 as of December 31, 2022, an increase of $0.66 (or 3.4%) from the extentend of the Company agrees to defer rent or is otherwise unable to collect rent for certain periods,prior year.
Financing and Capital Activities
•We increased the Company will realize decreased cash flow, which could significantly decrease the cash available for the Company's operating and capital uses.

We have taken various steps to mitigate the impact of COVID-19capacity on our liquidity, including deferrals of certain planned capital expenditures for 2020. In March 2020, we borrowed $300$850.0 million on the unsecured revolving credit facility to $1.1 billion (the "Credit Facility"“2022 Revolving Facility”) as a precautionary measure in order to increase our cash position and preserve financial flexibility in light of uncertainty in the global markets resulting from the COVID-19 pandemic. Subsequent to the initial borrowing, we have repaid the $300 million of borrowings.

AsJuly 2022, which was undrawn as of December 31, 2020, we2022;
•We ended the year with approximately $1.2 billion of combined cash and borrowing capacity on our 2022 Revolving Facility;
•We entered into a seven-year $300.0 million unsecured term loan to repay 2022 and 2023 debt maturities, including a $200.0 million unsecured term loan scheduled to mature in November 2023;
•We used the $125.0 million short-term deposit that matured in April 2022 to repay borrowings on our unsecured revolving line of credit;
•We acquired Pebble Marketplace (Las Vegas metropolitan statistical area (“MSA”)), the two-tenant building adjacent to MacArthur Crossing (Dallas/Ft. Worth MSA), and Palms Plaza (Miami MSA) for a total of $100.1 million;
•We completed major redevelopment construction activities at Eddy Street Commons – Phase III (South Bend, IN MSA), Shoppes at Quarterfield (Baltimore MSA), the residential and commercial portions of the project at One Loudoun Downtown (Washington, D.C. MSA), and Circle East (Baltimore MSA);
•We received net proceeds of $75.7 million from the sale of Plaza Del Lago (Chicago MSA), a portion of Hamilton Crossing Centre (Indianapolis MSA) and the ground lease interest in Lowe’s at Lincoln Plaza (Worcester, MA MSA); and
•We declared cash dividends totaling $0.87 per share during 2022.
We have approximately $43.6$284.4 million of debt principal scheduled to mature through December 31, 2023, a debt service coverage ratio of 5.1x and approximately $115.8 million in cash on hand $523.2 millionas of remaining availability under our Credit Facility (basedDecember 31, 2022. We have investment grade corporate credit ratings from all three major credit rating agencies; these ratings were unchanged in 2022.
Impacts on Business from COVID-19
In 2020 and 2021, the unencumbered pool allocated thereto), and no debt maturities until 2022.

The effects of COVID-19 have triggeredpandemic had a global and domestic economic recession, and if the recession continues well beyond the lifting of government restrictions related to COVID-19,significant adverse impact on many of our tenants could face financial distress. Historically, economic indicators suchand on our business. As the domestic economy recovered from many of the effects of COVID-19, retailers improved their operations to account for the pandemic, including using open-air centers as GDP growth, consumer confidenceconvenient shopping destinations and employment are correlated with demand for certainlast-mile fulfillment through the use of our tenants’ productsin-store pickup, curbside pickup, and services. These conditions could increase the number of our tenants that are unable to meet their lease obligations to us and could limit the demand for our spaceshipping from new tenants.

stores. We expect the significanceongoing effects of the COVID-19 pandemic, including the extent of its effects on our business, financial performance and condition, operating results and cash flows and the economic slowdown, to be dictated by, among other things, the durationseverity of the ongoing outbreak of COVID-19, pandemic, including possible resurgences and mutations, the success of efforts to contain it, the successefficacy of efforts to find and distribute effective drugs orvaccines, including against variants of COVID-19, public adoption rates of vaccines, and the impact of other actions taken in response.response to the pandemic. These uncertainties make it difficult to predict operating results for our business for 2021.

Significant 2020 Activities
Evenbusiness; therefore, there can be no assurances that we will not experience further declines in the face of the COVID-19 pandemic, the Company continued to perform at a high level including as follows:

Operating Activities
•The Company realizedrevenues, net loss attributable to common shareholders of $16.2 million;
•The Company generated Funds From Operations, as defined by NAREIT, of $108.7 million and Funds From Operations, as adjusted for severance charges, of $112.0 million;
•Same Property Net Operating Income ("Same Property NOI") decreased by 6.6% in 2020 compared to 2019 as a result of the impact of COVID-19;
•As of February 11, 2021, we have collected approximately 95% of rent billings for the three months ended December 31, 2020 and 92% of rent billings for the period from April 1, 2020 through December 31, 2020.
•We executed new and renewal leases on 215 individual spaces for approximately 1.5 million square feet of retail space, achieving a blended cash leasing spread of 7.0% and blended GAAP leasing spread of 14.5% for comparable leases; and
•Ourincome, FFO or other operating portfolio annual base rent ("ABR") per square foot as of December 31, 2020 was $18.42, an increase of $0.59 (or 3.3%) from the end of the prior year.

Financing and Capital Activities.
 In 2020, we were able to utilize our strong balance sheet, financial flexibility and liquidity to handle the adversity and deliver strong results in the midst of the disruption caused by the COVID-19 pandemic. The Company had the following key investment highlights:

•Acquired Eastgate Crossing in Chapel Hill, North Carolina for $65.5 million; and

5

•Commenced construction on two development projects, consisting of approximately $12.6 million of capital commitments, that are anticipated to produce an average cash yield between 14.0% and 15.0%.

Through the COVID-19 pandemic, we paid $0.4495 in dividends in 2020 and were one of the few open-air peers to continuously pay a dividend.    

We ended the year with approximately $566.9 million of combined cash and borrowing capacity on our Credit Facility.

We have no debt scheduled to mature through December 31, 2021, and a debt service coverage ratio of 2.9x as of December 31, 2020.  We have been assigned investment grade corporate credit ratings from two nationally recognized credit rating agencies. These ratings were unchanged during 2020.

metrics, which could be material.
Business Objectives and Strategies
Our primary business objectives are to increase the cash flow and value of our properties, achieve sustainable long-term growth and maximize shareholder value primarily through the ownership, and operation, acquisition, development and redevelopment of high-quality, neighborhoodopen-air shopping centers and community shopping centers.mixed-used assets that are primarily grocery-anchored and located in high-growth Sun Belt and select strategic gateway markets. We invest in properties with well-located real estate and strong demographics, and we use our leasing and management strategies to improve the long-term valuesvalue and economic returns of our properties. We believe that certain of our properties represent attractive opportunities for profitable redevelopment, renovation, densification, and expansion.
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We seek to implement our business objectives through the following strategies, each of which is more completelyfurther described in the sections that follow:
•Operating Strategy: MaximizingMaximize the internal growth in revenue from our operating properties by leasing and re-leasing to a strong and 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;
•Financing and Capital Preservation Strategy: MaintainingMaintain a strong balance sheet with flexibility to fund our operating and investment activities. Funding sources include the public equity and debt markets, an existing revolving Creditour 2022 Revolving Facility with $25 million outstanding, new$1.1 billion of borrowing capacity as of December 31, 2022, secured debt, internally generated funds, proceeds from selling land and properties that no longer fit our strategy, and potential strategic joint ventures; and
•Growth Strategy: Prudently usinguse available cash flow, targeted asset recycling, equity and debt capital to selectively acquire additional retail properties and redevelop or renovate our existing properties where we believe that investment returns would meet or exceed internal benchmarks.

Operating Strategy. Our primary operating strategy is to maximize our rental rates, our returns on invested capital, and occupancy levels by attracting and retaining a strong and diverse tenant base. Most of our properties are located in regional and neighborhood trade areas with attractive demographics, which allows us to maximize returns on invested capital, occupancy and rental rates. We seek to implement our operating strategy by, among other things:
•increasing rental rates upon the renewal of expiring leases or re-leasing space to new tenants while minimizing vacancy to the extent possible;
•maximizing the occupancy of our operating portfolio;
•minimizing tenant turnover;
•maintaining leasing and property management strategies that maximize rent growth and cost recovery;
•maintaining a diverse tenant mix that limits our exposure to the financial condition of any one tenant or category of retail tenants;
•maintaining and improving the physical appearance, condition, layout and design of our properties and other improvements located on our properties to enhance our ability to attract customers;
•implementing offensive and defensive strategies against e-commerce competition;
6

•actively managing properties to minimize overhead and operating costs;
•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
•taking advantage of under-utilized land or existing square footage, reconfiguring properties for more profitable use, and adding ancillary income sources to existing facilities.properties.

We successfully executed our operating strategy in 20202022 in a number of ways, as best evidenced by our strong growth in leading our peer group in rent collection rates, based upon publicly reported information by each peer as of February 19, 2021.Same Property NOI. Additionally, our leasing process continues to perform at a high level as evidenceevidenced by the execution of 215782 new and renewal leases forrepresenting approximately 1.54.9 million square feet.feet during the year ended December 31, 2022. Our leased to occupied spread represents approximately $33.0 million of net operating income (“NOI”), the majority of which is expected to commence in 2023. We have placed significant emphasis on maintaining a strong and diverse retail tenant mix, which has resulted in no tenant accounting for more than 2.5% of our annualized base rent.ABR. See Item 2,2. “Properties” for a list of our top tenants by gross leasable area ("GLA"(“GLA”) and annualized base rent.
ABR.
Financing and Capital Preservation Strategy. We finance our acquisition, development, and redevelopment activities seeking to useusing the most advantageous sources of capital available to us at the time. These sources may include the reinvestment of cash flows generated by operations, the sale of common or preferred shares through public offerings or private placements, the reinvestment of net proceeds from the disposition of assets, the incurrence of additional indebtedness through secured or unsecured borrowings, and entering into real estate joint ventures.
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Our primary financing and capital preservation strategy is to maintain a strong balance sheet and enhance our flexibility to fund operating and investment activities in the most cost-effective way. We consider a number of factors when evaluating the amount and type of additional indebtedness we may elect to incur. Among these factors are the construction costs or purchase pricesprice of properties to be developed or acquired, the estimated market value of our properties and the Company as a whole upon consummation of the financing, and the ability to generate durable cash flow to cover expected debt service.
Maintaining a strong balance sheet continues to be one of our top priorities. We maintain an investment grade credit rating that we expect will continue to enable us to opportunistically access the public unsecured bond market and will allow us to lower our cost of capital and provide greater flexibility in managing the acquisition and disposition of assets in our operating portfolio.

We intend to continue implementing our financing and capital strategies in a number of ways, which may include one or more of the following actions:
•prudently managing our balance sheet, including maintaining sufficient availability under our Credit2022 Revolving Facility so that we have additional capacity to fund our development and redevelopment projects and pay down maturing debt if refinancing that debt is not desired or practical;
•extending the scheduled maturity dates of and/or refinancing our near-term mortgage, construction and other indebtedness;
•expanding our unencumbered asset pool;
•raising additional capital through the issuance of common shares, preferred shares or other securities;
•managing our exposure to interest rate increases on our variable-rate debt through the selective use of fixed rate hedging transactions;
•issuing unsecured bonds in the public markets and securing property-specific long-term non-recourse financing; and
•entering into joint venture arrangements in order to access less expensive capital and mitigate risk.

Growth Strategy. Our growth strategy includes the selective deployment of financial resources to projects that are expected to generate investment returns that meet or exceed our internal benchmarks. We implement our growth strategy in a number of ways, including:
•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 of anchor spaces while increasing rental rates, and re-leasing spaces to existing tenants at increased rental rates;
7•completing our three active development and redevelopment projects at The Landing at Tradition, Carillon and The Corner;

•
evaluating the entitled land holdings to determine the optimal real estate use and capital allocation decisions;
•disposing of selectedselect assets that no longer meet our long-term investment criteria and recycling the net proceeds into properties that provide attractive returns and rent growth potential in targeted markets or using the proceeds to repay debt, thereby reducing our leverage; and
•selectively pursuing the acquisition of retail operating properties, portfolios and companies in markets with strong demographics.

In evaluating opportunities for potential acquisition, development, redevelopment and disposition, we consider a number of factors, including:
•the expected returns and related risks associated with the investments relative to our weighted cost of capital to make such investments;
•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 transaction, and other related factors;
•opportunities for strengthening the tenant mix at our properties through the placement of anchor tenants such as grocers, value retailers, pet supply stores, hardware stores, or sporting goods retailers, as well as further enhancing a diverse tenant mix that includes restaurants, specialty shops, and other essential retailers that provide staple goods to the community and offer a high level of convenience;
•the geographic location and configuration of the property, including ease of access, availability of parking, visibility, and the demographics of the surrounding area; and
•the level of success of existing properties in the same or nearby markets.

We successfully executed our growth strategy with the completion of our transformative Merger with RPAI in October 2021 and select strategic acquisitions in 2022. The Merger created a top five open-air shopping center REIT based upon enterprise value, enhanced our portfolio quality with entry into strategic gateway markets and bolstered our presence in existing markets, lowered our cost of capital, enhanced our near-term organic growth through lease-up and select development opportunities, and strengthened our balance sheet with limited near-term debt maturities.
Competition
The United StatesU.S. commercial real estate market continues to be highly competitive. We face competition from other REITs, including other retail REITs, and other owner-operators engaged in the ownership, leasing, acquisition, and development of shopping centers as well as from numerous local, regional and national real estate developers and owners in each of our markets. Some of these competitors may have greater capital resources than we do, although we do not believe that any single competitor or group of competitors is dominant in any of the markets in which we own properties.
We face significant competition in our efforts to lease available space to prospective tenants at our operating, development and redevelopment properties. The nature of the competition for tenants varies based on the characteristics of each local market in which we own properties. We believe that the principal competitive factors in attracting tenants in our market areas are location, demographics, rental rates, the presence of anchor stores, competitor shopping centers in the same geographic area and the maintenance, appearance, access and traffic patterns of our properties. There can be no assurance that in the future that we will be able to compete successfully with our competitors in our development, acquisition and leasing activities.
Government Regulation
We and our properties are subject to a variety of federal, state, and local environmental, health, safety and similar laws, including:
Americans with Disabilities Act and Other Regulations. Our properties must comply with Title III of the Americans with Disabilities Act (the "ADA"“ADA”), to the extent that such properties are public accommodations as defined by the ADA. The ADA may require removal of structural barriers to access by persons with disabilities in certain public areas of our properties where such removal is readily achievable. We believe our properties are in substantial compliance with the ADA and that we will not be required to make substantial capital expenditures to address the requirements of the ADA. However, noncompliance with the ADA could result in orders requiring us to spend substantial sums to cure violations, pay attorneys'attorneys’ fees or pay other amounts. The obligation to make readily accessible accommodations is an ongoing one, and we will continue to assess our properties and make alterations as appropriate in this respect. In addition, our properties are subject to fire and safety regulations, building codes and other land use regulations.

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Affordable Care Act. We may be subject to excise taxes under the employer mandate provisions of the Affordable Care Act ("ACA"(the “ACA”) if we (i) do not offer health care coverage to substantially all of our full-time employees and their dependents or (ii) do not offer health care coverage that meets the ACA'sACA’s affordability and minimum value standards. The excise tax is based on the number of full-time employees. We do not anticipate being subject to a penalty under the ACA; however, even in the event that we are, any such penalty would be less than $0.3$1.0 million, as we had 113236 full-time employees as of December 31, 2020. 2022.
Environmental Regulations. Some properties in our portfolio contain, may have contained or are adjacent to or near other properties that have contained or currently contain underground storage tanks for petroleum products or other hazardous or toxic substances. These storage tanks may have released, or have the potential to release, such substances into the environment.
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In addition, some of our properties have tenants whichthat may use hazardous or toxic substances in the routine course of their businesses. In general, these tenants have covenanted in their leaseslease agreements with us to use these substances, if any, in compliance with all environmental laws and have agreed to indemnify us for any damages we may suffer as a result of their use of such substances. However, these lease provisions may not fully protect us in the event that a tenant becomes insolvent. Finally,Also, certain of our properties have contained asbestos-containing building materials ("ACBM"(“ACBM”), and other properties may have contained such materials based on the date of its construction. Environmental laws require that ACBM be properly managed and maintained, and fines and penalties may be imposed on building owners or operators for failure to comply with these requirements. The laws also may allow third parties to seek recovery from owners or operators for personal injury associated with exposure to asbestos fibers.

Neither existing environmental, health, safety and similar laws nor the costs of our compliance with these laws has had a material adverse effect on our financial condition or results operations, and management does not believe that they will in the future. In addition, we have not incurred, and do not expect to incur, any material costs or liabilities due to environmental contamination at properties we currently own or have owned in the past. However, we cannot predict the impact of new or changed laws or regulations on properties we currently own or may acquire in the future.
With environmental sustainability becoming a national priority, we have continued to demonstrate our strong commitment to be a responsible corporate citizen through resource reduction and employee training that havehas resulted in reductions of energy consumption, waste and improved maintenance cycles.

COVID-19 Regulations. As discussed in this Annual Report on Form 10-K, during the COVID-19 pandemic, our properties and our tenants have been subject to public health regulations and control measures, including states of emergency, mandatory quarantines, "shelter in place" orders, border closures, restrictions on types of businesses that may continue to operate, "social distancing" guidelines and other travel and gathering restrictions and practices, that have significantly impacted our business, see page 11 of Item 1A. "Risk Factors" for further information.

Insurance
We carry comprehensive liability, fire, extended coverage, and rental loss insurance that covers all properties in our portfolio. We believe the policy specifications and insured limits are appropriate and adequate given the relative risk of loss, the cost of the coverage, geographic locations of our assets and industry practice. Certain risks such as loss from riots, war or acts of God, and, in some cases, flooding are not insurable or the cost to insure over these events is costscost prohibitive; and therefore, we do not carry insurance for these losses. Some of our policies, such as those covering losses due to terrorism and floods, are insured subject to limitations involving large deductibles or co-payments and policy limits that may not be sufficient to cover losses.
Offices
Our principal executive office isoffices are located at 30 S. Meridian Street, Suite 1100, Indianapolis, IN 46204. Our46204, and our telephone number is (317) 577-5600.







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Human Capital
As of December 31, 2020,2022, we had 113236 full-time employees. The majority of these employees were based at our Indianapolis, Indiana headquarters.headquarters though we also maintain regional offices across the United States. We believe our employees are the most important part of our business. We are committed to providing a work environment that attracts, develops and retains high-performing individuals and that treats employees with dignity and respect.

Diversity, Equity and Inclusion

Our policies are designed to promote fairness, equal opportunities, and diversity within the Company. When attracting, developing and retaining talent, we seek individuals who hold varied experiences and viewpoints and embody our core values to create an inclusive and diverse culture and workplace that allows each employee to do their best work and drive our collective success. We believe that a diverse workforce possesses a broader array of perspectives that businesses need to remain competitive in today’s economy. We maintain employment policies that comply with federal, state and local labor laws and promote a culture of fairness and respect. These policies set forth our goal to provide equal employment opportunity without discrimination or harassment on the basis of age, gender (including identity or expression), marital status, civil partnership status, sexual orientation, disability, color, nationality, race or ethnic origin, or religion or belief. All of our employees must adhere to a Code of Business Conduct and Ethics that sets standards for appropriate behavior, and all employees must also complete required internal training on respect in the workplace and diversity to further enhance our cultural behaviors.
We have achieved our targets of at least 30% diverse representation on our Board of Trustees and at least one female-chaired committee with the chairing of our Corporate Governance and Nominating Committee by a female trustee. As of December 31, 2022, approximately 48% of our workforce was female and minorities represented approximately 20% of our team.
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Professional Development and Training
We believe a commitment to our employees’ learning and development through training, educational opportunities and mentorship is critical to our ability to continue to innovate. We focus on leadership development at every level of the organization. We align employees’ goals with our overall strategic direction to create a clear link between individual efforts and the long-term success of the companyCompany and then provide effective feedback on theiremployees’ performance towards goals to ensure their growth.

growth and development. We believe a commitmentutilize the following tools to recognize our employees’ learning and development through training, educational opportunities and mentorship is critical to our ability to continue to innovate. Through performance plans, talent recognition and individual development planning, along with reward packages, weemployees, advance our talent pool and create a sustainable and long-term enterprise.enterprise: (i) performance plans, (ii) talent recognition via our digital employee-to-employee Recognition Wall, (iii) Level Up award that recognizes employees who have made an extraordinary effort to help the Company achieve success, (iv) newly created FOCUSED award that acknowledges employees who have embodied our FOCUSED values (forward-thinking, optimistic, collaborative, urgent, sound, empowered, and dedicated) throughout the year, and (v) individual development planning, along with reward packages. The Company also provides reimbursement for those seeking to further their education through degree or certification programs.

Community Development
We seek to foster a corporate culture where our many stakeholders, including our employees, engage in the topic of community development and collaborate to extend resources towards the advancement of this principle. We are proud to be an active citizen of the communities in which we operate. In furtherance of this commitment, we partner with and support local charitable organizations that we believe are contributing to the growth and development of the community. community and hosted dozens of free community events throughout our portfolio. Our Kite Cares initiative contributes to the welfare of local youth and those in need. The program’s efforts are community-focused and have included:
•charitable grants to programs benefiting our communities;
•Company-wide service projects focused on feeding those in need and supporting local farmers;
•fundraising to support displaced workers;
•contributions to healthcare workers and first responders; and
•construction of a youth community center.
In recent years,addition, our employees have donated and coordinated substantial fundraising and have spent many hours volunteering to support a variety of charities with which we partner. The Company supports these efforts with dedicated paid volunteer time off given annually to all employees and a 100% match of employee donations, subject to certain limits, to charitable causes.

Team Wellness
The health, safety and well-being of our employees areis always a top priorities,priority, and we believefoster an environment that allows our actions in responseemployees to COVID-19 were appropriatesucceed while balancing work and in accordance with statelife. We provide a wide range of employee benefits including comprehensive medical, prescription, dental, and local healthvision insurance coverage, the majority of which is paid by the Company. We also provide paid maternity, paternity and safety laws. Among other things, we adoptedadoption leave, matching 401(k) contributions, free life insurance, disability benefits, spousal death benefits, education assistance reimbursements, and remote working and flexible scheduling arrangements and implemented additionalarrangements. In addition, to enhance the well-being of our employees, we provide them with access to health and safety measures for employees working in our offices.
wellness programs that support physical, mental and financial health such as Lunch & Learns and Wellness Wednesdays.
Environmental, Social and Governance Matters

The Company strives to be a responsible corporate citizen, and we recognize the importance that environmental, social, and governance ("ESG"(“ESG”) initiatives play in our ability to generate long-term, sustainable returns. To assist us in setting and meeting ESG goals,In 2020, we have formed a cross-functional task force ("(the “ESG Task Force”) that is comprised of senior leadership and members from a variety of functional areas and is led by our Chief Executive Officer. The ESG Task Force")Force meets quarterly and focuses on setting, implementing, monitoring and communicating to reviewour investors and other stakeholders our ESG issuesstrategy and related initiatives that are important to investors and regularly report to the Board of Trustees on ESG efforts. The ESG Task Force is led by our Chief Executive Officer and includes members from our asset management, employee experience, investor relations, marketing, internal audit, and legal groups.Trustees.
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In 2020,October 2022, the ESG Task Force issued our ESG Policy andthe Company’s inaugural Corporate CitizenshipResponsibility Report for 2021, which we haveis published on our website.website and provides a comprehensive overview of our ESG strategies and initiatives. The Company has undertakenis committed to implementing sustainable business practices at our properties and is actively undertaking multiple projects to make itsour operations more energy efficient and to reduce energy and water consumption, including our environmental impact. These current projects include:
•installing LED lighting at variousin parking lots solar panels at three(57% of our properties and electric-vehicle charging stations at six properties, and have installed such LED lighting as of December 31, 2022, with a goal of 80% of the portfolio by the end of 2026);
•implementing smart meters and other initiatives aimed at water conservation, recycling and waste diversion at our properties.(53 properties have implemented water efficiency measures and 129 properties have implemented waste efficiency measures, with a goal of 25% of the portfolio by the end of 2026);
•installing electric vehicle (“EV”) charging stations (178 charging stations have been installed across 16 properties for a total of 9% of the portfolio, with a goal of 20% of the portfolio by the end of 2026); and
•receiving IREM certifications (53 properties or 29% of the portfolio have received such certifications as of December 31, 2022, with a goal of 75% of the portfolio by the end of 2026).
In addition, we implemented a policy to transition landscaping in all future redevelopment projects to drought-tolerant landscape where permitted by code. Recent business initiatives encourage tenants to adopt green leases, also known as “high-performance” or “energy-aligned” leases, to equitably align the costs and benefits of energy and water efficiency investments for building owners and tenants, based on principles and best practices from the Green Lease Leaders Reference Guide by the Institute for Market Transformation and the U.S. Department of Energy.The Company also has partneredcontinued its partnership with One Tree Planted, a non-profit organization committed to reforestation, to plantand has planted over 17,000 new trees in 2020.through its Project Green reforestation effort. We also are evaluatingcontinue to evaluate potential actions that might reduce our carbon footprint or otherwise mitigate our environmental impact.

As described above, we are highly committed to our employees, and our policies are designed to promote fairness, equal opportunities, diversity, well-being and professional development within the Company. Our corporate governance structure, led by our Board of Trustees, closely aligns our interests with those of our shareholders, as further described in our annual Proxy Statement.




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Segment Reporting
Our primary business is the ownership and operation of neighborhood and community shopping centers. We do not distinguish or group our operations on a geographical basis, or any other basis, when measuring performance. Accordingly, we have one operating segment, which also serves as our reportable segment for disclosure purposes in accordance with accounting principles generally accepted in the United States ("GAAP").  
Available Information
Our Internet website address is http://www.kiterealty.com. You can obtainWe make available free of charge on our website free of charge, a copy of our Annual ReportReports on Form 10-K, our quarterly reportsQuarterly Reports on Form 10-Q, our current reportsCurrent Reports on Form 8-K, and any amendments to those reports, as soon as reasonably practicable after wethose reports are electronically file such reports or amendmentsfiled with, or furnish themfurnished to, the SEC. Our Internet website and the information contained therein or connected thereto are not intended to be incorporated into this Annual Report on Form 10-K.
Also available on our website free of charge, are copies of our Code of Business Conduct and Ethics, our Code of Ethics for Principal Executive Officer and Senior Financial Officers, our Corporate Governance Guidelines, and the charters for each of the committees of our Board of Trustees—the Audit Committee, the Corporate Governance and Nominating Committee, and the Compensation Committee. Copies of our Code of Business Conduct and Ethics, our Code of Ethics for Principal Executive Officer and Senior Financial Officers, our Corporate Governance Guidelines, and our committee charters are also available from us in print and free of charge to any shareholder upon request. Any person wishing to obtain such copies in print should contact our Investor Relations department by mail at our principal executive office.

offices.
The Securities and Exchange CommissionSEC maintains a website (http://www.sec.gov) that contains reports, proxy statements, information statements, and other information regarding issuers that file electronically with the Securities and Exchange Commission.




SEC.
ITEM 1A. RISK FACTORS
The following factors, among others, could cause actual results to differ materially from those contained in forward-looking statements made in this Annual Report on Form 10-K and presented elsewhere by our management from time to time. These factors, among others, may have a material adverse effect on our business, financial condition, operating results and cash flows, including our ability to make distributions to our shareholders, and you should carefully consider them.shareholders. It is not possible to predict or identify all such factors. Youfactors and this list should not consider this list to be considered a complete statement of all potential risks or uncertainties. Past performance should not be considered an indication of future performance. 
We have separated the risks into three categories:
• (i) risks related to our operations;
• (ii) risks related to our organization and structure; and
• (iii) risks related to tax matters.
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RISKS RELATED TO OUR OPERATIONS

Inflation rates have increased and may continue to be elevated or increase further, which may adversely affect our financial condition and results of operations.
Prior to 2021, inflation was relatively low for many years and had a minimal impact on our operating and financial performance; however, inflation increased significantly during 2022 and may continue to be elevated or increase further. The sharp rise in inflation has negatively impacted, and could continue to negatively impact, consumer confidence and spending, which has impacted, and could continue to impact, our tenants’ sales and overall health and, in turn, put downward pricing pressure on rents that we are able to charge to new or renewing tenants, and in some cases, our percentage rents. Most of our leases contain provisions designed to mitigate the adverse impact of inflation, including stated rent increases and requirements for tenants to pay a share of operating expenses, including common area maintenance, real estate taxes, insurance or other operating expenses related to the maintenance of our properties, with escalation clauses in most leases. However, the stated rent increases or limits on such tenant’s obligation to pay its share of operating expenses could be lower than the increase in inflation at any given time. Inflation may also limit our ability to recover all of our operating expenses. In addition, a portion of our leases are based on a fixed amount or fixed percentage that is not subject to adjustment for inflation. Increased inflation could have a more pronounced negative impact on our interest and general and administrative expenses, as these costs could increase at a higher rate than our rents charged to tenants. If we are unable to lower our operating costs when revenues decline and/or are unable to pass cost increases onto our tenants, our financial performance could be materially and adversely affected.
Our business, financial condition, performance, and value are subject to risks and conditions associated with real estate assets and the real estate industry.

Our primary business is the ownership, operation, acquisition, development and operationredevelopment of neighborhood and communityhigh-quality, open-air shopping centers and other real estatemixed-use assets. Our business, financial condition, results of operations, cash flow, per share trading price of our common shares, and ability to satisfy debt service obligations and ability to make distributions to our shareholders are subject to, and could be materially and adversely affected by, risks associated with acquiring, owning and operating such real estate assets, including events and conditions that are beyond our control such as periods of economic slowdown or recession, declines in the financial condition of our tenants, rising interest rates, difficulty in leasing vacant space or declining demand for real estate,renewing existing tenants, or a decline in the value of our assets, or the public perception that any of these events may occur. See the risk factors described in “Forward-Looking Statements” included elsewhere in this Annual Report on Form 10-K.
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The COVID-19 pandemic is currently having a significant adverse impact onAdditionally, certain costs of our business, such as insurance, real estate taxes and corporate expenses, are relatively inflexible and generally do not decrease in the event that a property is not fully occupied, rental rates decrease, a tenant fails to pay rent, or other circumstances cause our revenues to decrease. If we are unable to lower our operating costs when revenues decline and/or are unable to fully pass along cost increases to our tenants, our financial performance and condition, operating results and cash flows and future outbreaks of highly infectious could be adversely impacted. Also, complying with the REIT requirements may cause us to forgo and/or contagious disease or other public health crisesliquidate otherwise attractive investments, which could have similar adverse effects onthe effect of reducing our business. Further,income and the COVID-19 pandemic has caused severe disruptions inamount available for distribution to our shareholders. Thus, compliance with the U.S. and global economy and financial markets and could potentially create widespread business continuity issues of a magnitude and duration not yet known.

Since first being reported in December 2019, COVID-19 has spread globally, including to every state in the United States. In March 2020, the World Health Organization declared COVID-19 a pandemic, and subsequently, the United States declared a national emergency with respect to COVID-19.

The COVID-19 pandemic has had, and a future outbreak of highly infectious or contagious disease or other public health crisis, could similarly have, significant repercussions across local, regional, national and global economies and financial markets. The global impact of the outbreak has been rapidly evolving and many countries, including the United States, have reacted by instituting a wide variety of control measures including states of emergency, mandatory quarantines, “shelter in place” orders, border closures, restrictions on types of businesses thatREIT requirements may continue to operate, “social distancing” guidelines and other travel and gathering restrictions and practices that may significantly impact our business. As a result, the COVID-19 pandemic is negatively impacting almost every industry directly or indirectly, with a particularly adverse effect on many of our tenants. A number of our tenants have announced temporary closures of their stores, reduced hours or significantly limited services, and requested rent deferral or rent abatement during this pandemic. Many economists predict that the outbreak will trigger, or has already triggered, a period of United States and global economic slowdown or recession.

The COVID-19 pandemic has disrupted our business and has had a significant adverse effect, and could continue to significantly adversely impact and disrupt, our business, financial performance and condition, operating results and cash flows. The economic slowdown or recession could continue to significantly adversely affect our business, financial performance and condition even as some government restrictions related to COVID-19 are lifted or phased out and stores reopen. Additional factors that have already and/or may in the future negatively impacthinder our ability to operate successfully duringmake or, following the COVID-19 pandemic or a similar event, or that could otherwise significantly adversely impact and disrupt our business, financial performance and condition, operating results and cash flows, include, among others:
•the inabilityin certain cases, maintain ownership of our tenants to meet their lease obligations to us due to (i) continuing or increased closures of stores at our properties resulting from government or tenant actions related to the pandemic; or (ii) local, regional or national economic conditions, including high unemployment and reduced consumer discretionary spending, caused by the pandemic (for example, as of February 11, 2021, approximately 5% of our billed base rent and recoveries for the fourth quarter were uncollected);
•liquidity issues resulting from (i) reduced cash flow from operations due to the pandemic, (ii) the impact that lower operating results could have on the financial covenants in our debt agreements, and (iii) difficulty in our accessing debt and equity capital oncertain attractive terms, or at all, and severe disruptions or instability in the global financial markets or deteriorations in credit and financing conditions;
•our increased indebtedness and decreased operating revenues, which could increase our risk of default on our loans;
•an acceleration of changes in consumer behavior in favor of e-commerce over certain of our tenants’ stores due to responses to the pandemic and concerns about contracting COVID-19 or other highly infectious or contagious diseases;
•business continuity disruptions and a deterioration in the ability of us or our tenants to operate in affected areas or delays in the supply of products or services to us or our tenants from vendors that are needed for our or our tenants’ efficient operations;
•issues related to personnel management and remote working, including increased cybersecurity risk and other technology and communication issues and increased costs and other disruptions in the event that our employees become unable to work as a result of health issues related to COVID-19;
•the scaling back or delay of a significant amount of planned capital expenditures, including planned redevelopment projects, which could adversely affect the value of our properties;
•reduction or elimination of quarterly dividends; and
•continued volatility of our share price.

The significance, extent and duration of the impacts caused by the COVID-19 pandemic on our business, financial performance and condition, operating results and cash flows and those of our tenants, remains highly uncertain and dependent on future developments that cannot be accurately predicted at this time, such as the continued severity, duration, transmission rate and geographic spread of COVID-19 in the United States, including possible resurgences and mutations, the extent and effectiveness of the containment measures and other actions taken, the success of efforts to find and distribute drugs or vaccines and the responses of the overall economy, the financial markets and the population, particularly in areas in which we operate,
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once the current containment measures are lifted. Additional closures by our tenants of their stores, the continuing ability of our tenants to meet their lease obligations and/or the possibility of tenants filing for bankruptcy protection would reduce our cash flows,investments, which would impact our ability to continue paying dividends to our shareholders at expected levels or at all. The rapid development and fluidity of this situation precludes any prediction as to the full adverse impact of the COVID-19 pandemic. As a result, we cannot provide an estimate of the overall impact of the COVID-19 pandemic on our business or when, or if, we will be able to resume normal operations. Nevertheless, the COVID-19 pandemic presents material uncertainty and risk with respect to our business, financial performance and condition, operating results and cash flows.

Ongoing challenging conditions in the United States and global economies and the challenges facing our retail tenants and non-owned anchor tenants, including bankruptcies, financial instability and consolidations, may have a material adverse effect on our business, financial performance and condition, operating results and cash flows.business.
We derive the majority of our revenue from retail tenants who lease space from us at our properties, and our ability to generate cash from operations is dependent onupon the rents that we are able to charge and collect.Over The success of our tenants in operating their businesses continues to be impacted by many current economic challenges, which impact their cost of doing business, including, but not limited to, the past several years, sustainedability of our tenants to rely on external sources to grow and operate their business, inflation, labor shortages, supply chain constraints, and increased energy prices and interest rates. Sustained weakness in certain sectors of the U.S. economy has resultedcould result in the bankruptcy or weakened financial condition of a number of retailers, increased store closures, and reduced demand and rental rates for certain retail space. For example, Stein Mart, Ascena, and Tailored Brands have filed for bankruptcy during 2020, and several other retailers, including Bed Bath & Beyond, Office Depot, and Party City, recently announced multiple store closings. Additionally, in the eventsome of our tenants, are involvedand an increase in mergers or acquisitions or undertake other restructurings, such tenantsstore closures. Tenants may also choose to consolidate, downsize or relocate their operations.operations for various reasons, including mergers or other restructurings. These events, or other similar events, with other retailers, and other economic conditions are beyond our control and could affect the overall economy, as well as specific properties in our portfolio and our overall cash flow and results of operations, including the following (any of which could have a material adverse effect on our business, financial performance and condition, operating results and cash flows)business):

•Collections. Tenants may have difficulty paying their rent obligations when due as they struggle to sell goods and services to consumers, or they may request rent deferrals, reductions or abatements, which could adversely affect our results of operations and cash flows.

abatements.
•Leasing. Tenants may delay or cancel lease commencements, decline to extend or renew leases upon expiration, reduce the size of their lease, close stores or declare bankruptcy. Any of these actionsbankruptcy, which could result in the termination of the tenant’s leases
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lease with us and the related loss of rental income. Also, leaseSuch terminations or failure of a major tenant or non-owned anchor to occupy the premisescancellations could result in lease terminations or reductions in rent by other tenants in the same shopping centerscenter because of contractual co-tenancy termination or rent reduction rights contained in some leases.

•Re-leasing. We may be unable to re-lease vacated space at attractive rents or at all. In some cases, it may take extended periods of time or increased costs to re-lease a space. The inability to re-lease space particularly one previously occupied by a major tenant or non-owned anchor. The occurrence of any of the situations described above,at attractive rents, particularly if it involves a substantial tenant or a non-owned anchor with ground leasestenant in multiple locations, could have a material adverse effect on our results of operations and cash flows.

us.
Tenant bankruptcies could present difficultiesmake it difficult for our businessus to collect rent or make claims against a tenant in bankruptcy.

A bankruptcy filing by one of our tenants or a lease guarantor would legally prohibit us from collecting pre-bankruptcy debts or unpaid rent from that tenant or the lease guarantor unless we receive an order from the bankruptcy court permitting us to do so. Such bankruptcies could delay, reduce, or ultimately preclude collection of amounts owed to us.us, including both past and future rent. A tenant in bankruptcy may attempt to renegotiate thetheir lease or request significant rent concessions. If a lease is assumed by thea tenant in bankruptcy, all pre-bankruptcy balances due under the lease must be paid to us in full. However, if a lease is rejected by a tenant in bankruptcy, we would have only a general unsecured claim for damages, including pre-bankruptcy balances.damages. Any unsecured claim we hold may be paid only to the extent that funds are available and only in the same percentage as is paid to all other holders of unsecured claims. ThereUnder bankruptcy laws, there are restrictions under bankruptcy laws that limit the amount of the claim we can make for future rent under a lease if the lease is rejected. As a result, it is likely that we would recover substantially less than the full value of any unsecured claimsclaim we hold from a tenant in bankruptcy, which would result in a reduction in our cash flow and in the amount of cash available for distribution to our shareholders and could have a material adverse effect on us. As of December 31, 2022, Party City Holdings Inc., Bed Bath & Beyond Inc. and Regal Cinemas, three tenants in our portfolio with a total of 42 locations, may not be successful in implementing their strategic plans to emerge from or avoid bankruptcy; as a result, we have established reserves for these tenants. If they are not successful in their restructuring plans and reduce or stop their payment of rent, our financial condition, operating results of operations.and cash flows could be impacted.

The expansiongrowth of e-commerce may impact our tenants and our business.
The prominence ofRetailers are increasingly impacted by e-commerce continues to increase and its growth is likely to continue or acceleratechanges in the future,consumer buying habits, which could result inhave an adverse impact on some of our tenants and affect decisions made by current and prospective tenants in
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leasing space, or operating their businesses, including reduction ofreducing the size or number of their retail locations in the future. We cannot predict with certainty how the growthchanges in e-commerce will impact the demand for space at our properties or the revenue generated at our properties in the future. Although we continue to aggressively respond to these trends, including by entering into or renewing leases with tenants whose businesses are either more resistant to or are synergistic with e-commerce (suchand renovating our properties to allow our tenants to serve as services, restaurant, grocery, specialty, essential retailers and value retailers that have benefitted from omni-channel consumer trends),last-mile fulfillment functions, the risks associated with e-commerce could have a material adverse effect on the business outlook and financial results of our present and future tenants, which in turn could have a material adverse effect on our cash flow and results of operations.us.
Our business is significantly influenced by demand for retail space generally, a decrease in which may have a greater adverse effect on our business than if we owned a more diversified real estate portfolio.

Because our portfolio of properties consists primarily of community and neighborhood shopping centers, a decrease in the demand for retail space, due to the economic factors discussed above elsewhere in this Annual Report on Form 10-K or otherwise, may have a greater adverse effect on our business, financial condition, results of operations, cash flow, common share trading price, and ability to satisfy our debt service obligations and to pay distributions to our shareholders than if we owned a more diversified real estate property portfolio.

We face significant competition, which may impact our rental rates, leasing terms and capital improvements.
We compete for tenants with numerous developers, owners and operators of retail shopping centers, and regional malls, and outlet malls, including institutional investors, other REITs, and other owner-operators. As of December 31, 2020,2022, leases representing 8.0%9.3% of our total annualized base rentretail ABR were scheduled to expire in 2021.2023. Our competitors may have greater capital resources or be willing to offer lower rental rates or more favorable terms for tenants, such as substantial rent reductions or abatements, tenant improvements,allowances or other improvements, and early termination rights, which may pressure us to reduce our rental rates, undertake unexpected capital improvements or offer other terms less favorable to us, which could adversely affect our financial condition, results of operations, cash flow, trading price of our common shares and ability to satisfy our debt service obligations and to pay distributions to our shareholders.condition. Additionally, if retailers or consumers perceive that shopping at other venues online or by phone is more convenient, cost-effective or otherwise more attractive, our revenues and results of operations also may suffer. There can be no assurance that in the future we will be able to compete successfully with our competitors in our development, acquisition and leasing activities.

Because of our geographic concentrations, a prolonged economic downturn in certain states and regions could materially and adversely affect our financial condition and results of operations.
The specific markets in which we operate may face challenging economic conditions that could persist into the future. In particular, as of December 31, 2020,2022, rents from our owned retail square footage in the states of Texas, Florida, Indiana, Texas,Maryland, New York, and North Carolina and Nevada comprised 26%25.7%, 15%10.9%, 14%6.8%, 11%6.0%, and 11%5.4% of our base rent, respectively. This level of concentration could expose us to greater market-dependent economic risks than if we owned properties in more geographic regions. Adverse economic or real estate trends in Florida, Indiana, Texas, North Carolina, and Nevada,these states or the surrounding regions or any decrease in demand for retail
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space resulting from the local regulatory environment, business climate or fiscal problems in these states could materially and adversely affect our financial condition, results of operations, cash flow, the trading price of our common sharesus and our ability to satisfy our debt service obligationsprofitability and to pay distributions to our shareholders. 
We depend on external financings to fulfill our capital needs, and disruptions in the financial markets could affect our ability to obtain financing on reasonable terms, or at all, and have other material adverse effects on our business.
Partly because of the distribution requirements of being a REIT, we may not be able to fund all future capital needs, including capital for property development, redevelopment and acquisitions, with income from operations, and we rely on external financings to fulfill our capital needs. Disruptions in the financial markets generally, or relating to the real estate industry specifically, may adversely affect our ability to obtain debt financing on favorable terms or at all, which could impact our ability to acquire or develop properties when strategic opportunities exist, satisfy our principal and interest obligations or make distributions to shareholders.  These disruptions could impact the overall amount of equity and debt financing available, lower loan to value ratios, cause a tightening of lender underwriting standards and terms and cause higher interest rate spreads. As a result, we may be unable to refinance or extend our existing indebtedness on favorable terms or at all. We do not have any debt scheduled to mature through December 31, 2021. If we are not successful in refinancing our outstanding debt when it becomes due, we may have to dispose of properties on disadvantageous terms, which could adversely affect our ability to service other debt and to meet our other obligations. While we currently have sufficient capacity under our Credit Facility and operating cash flows to retire outstanding debt maturing through 2025 in the event we are not able to refinance such debt when it becomes due, our Credit Facility has a maturity date in April 2022 (which may be extended for two additional periods of six
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months subject to certain conditions), and there can be no assurance that the Credit Facility will remain outstanding or be renewed through 2025 or that our operating cash flows will continue to provide sufficient liquidity to retire any or all of our outstanding debt during this period or beyond.  If economic conditions deteriorate in any of our markets, we may have to seek less attractive, alternative sources of financing and adjust our business plan accordingly.
Some of our real estate assets have been subject to impairment charges and others may be subject to impairment charges in the future, which may negatively affect our net income.
Our long-lived assets, primarily real estate held for investment, are carried at cost unless circumstances indicate that the carrying value of the assets may not be recoverable through future operations. In 2019, we recorded impairment charges totaling $37.7 million related to a reduction in the expected holding period of certain operating properties, which impairment charges negatively affected our net income for the applicable periods. There can be no assurances that we will not take additional charges in the future related to the impairment of our assets, which could result in an immediate negative adjustment to net income and have a material adverse effect on our results of operations in the period in which the charge is taken. Management reviews operational and development projects, land parcels and intangible assets on a property-by-property basis whenever events or changes in circumstances indicate that the carrying value of the asset may not be recoverable. We evaluate whether there are any indicators, including poor operating performance or deteriorating general market conditions, that the carrying value of our real estate properties (including any related amortizable intangible assets or liabilities) may not be recoverable. As part of this evaluation, we compare the current carrying value of the asset to the estimated undiscounted cash flows that are directly associated with the use and ultimate disposition of the asset. This review for possible impairment requires certain assumptions, estimates, and significant judgment. Our estimated cash flows are based on several key assumptions, including projected net operating income, anticipated hold period, expected capital expenditures, and the capitalization rate used to estimate the property's residual value. These key assumptions are subjective in nature and could differ materially from actual results if the property was disposed. Changes in our disposition strategy or changes in the marketplace may alter the hold period of an asset or asset group, which may result in an impairment loss, and such loss could be material to our financial condition or operating performance. To the extent that the carrying value of the asset exceeds the estimated undiscounted cash flows, an impairment loss is recognized equal to the excess of carrying value over estimated fair value. If the above-described negative indicators are not identified during our period property evaluations, management will not assess the recoverability of a property's carrying value. 
The estimation of the fair value of real estate assets is highly subjective, involving a significant degree of management judgment regarding various inputs, and is typically determined through comparable sales information and other market data if available or through use of an income approach such as the direct capitalization method or the traditional discounted cash flow approach, which involve a significant degree of management judgment regarding various inputs.
We had $1.17 billion of consolidated indebtedness outstanding as of December 31, 2020, which may have a material adverse effect on our financial condition and results of operations and reduce our ability to incur additional indebtedness to fund our growth.
Required repayments of debt and related interest charges, along with any applicable prepayment premium, may materially adversely affect our operating performance. We had $1.17 billion of consolidated outstanding indebtedness as of December 31, 2020.  At December 31, 2020, $330.1 million of our debt bore interest at variable rates ($80.1 million when reduced by $250.0 million of fixed interest rate swaps). Interest rates are currently low relative to historical levels and may increase significantly in the future. If our interest expense increased significantly, it could materially adversely affect our results of operations. For example, if market rates of interest on our variable rate debt outstanding, net of cash flow hedges, as of December 31, 2020 increased by 1%, the increase in interest expense on our unhedged variable rate debt would decrease future cash flows by approximately $0.8 million annually. 
We may incur additional debt in connection with various development and redevelopment projects and may incur additional debt upon the future acquisition of operating properties. Our organizational documents do not limit the amount of indebtedness that we may incur. We may borrow new funds to develop or acquire properties. In addition, we may increase our mortgage debt by obtaining loans secured by some or all of the real estate properties we develop or acquire. We also may borrow funds if necessary to satisfy the requirement that we distribute to shareholders at least 90% of our annual “REIT taxable income” (determined before the deduction of dividends paid and excluding net capital gains) or otherwise as is necessary or advisable to ensure that we maintain our qualification as a REIT for U.S. federal income tax purposes or otherwise avoid paying taxes that can be eliminated through distributions to our shareholders. 
Our substantial debt could materially and adversely affect our business in other ways, including by, among other things:
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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;
•placing us at a competitive disadvantage compared to our competitors that have less debt;
•making us more vulnerable to economic and industry downturns and reducing our flexibility in responding to changing business and economic conditions; and
•limiting our ability to borrow more money for operating or capital needs or to finance development and acquisitions in the future.

Agreements with lenders supporting our Credit Facility and various other loan agreements contain acceleration features and other covenants that restrict our operating and acquisition activities.
Our Credit Facility and various other debt agreements contain certain Events of Default which include, but are not limited to, failure to make principal or interest payments when due, failure to perform or observe any term, covenant or condition contained in the agreements, failure to maintain certain financial and operating ratios and other criteria, misrepresentations, acceleration of other material indebtedness and bankruptcy proceedings.  In the event of a default under any of these agreements, the lender would have various rights including, but not limited to, the ability to require the acceleration of the payment of all principal and interest due and/or to terminate the agreements and, to the extent such debt is secured, to foreclose on the properties.  The declaration of a default and/or the acceleration of the amount due under any such credit agreement could have a material adverse effect on our business, limit our ability to make distributions to our shareholders, and prevent us from obtaining additional funds needed to address cash shortfalls or pursue growth opportunities.

The agreements relating to our Credit Facility, unsecured term loan and seven-year unsecured term loan contain provisions providing that any “Event of Default” under one of these facilities or loans will constitute an “Event of Default” under the other facility or loan. In addition, these agreements relating to our Credit Facility, unsecured term loan and seven-year unsecured term loan, as well as the agreement relating to our senior unsecured notes, include a provision providing that any payment default under an agreement relating to any material indebtedness will constitute an “Event of Default” thereunder. These provisions could allow the lending institutions to accelerate the amount due under the loans.  Our Credit Facility also contains certain coverage ratios and limitations on our ability to incur debt, make dividend payments, sell all or substantially all of our assets and engage in mergers and consolidations and certain acquisitions. These restrictions or any acceleration or payment may have a material adverse effect on our cash flow, financial condition and results of operations.  We were in compliance with all applicable covenants under the agreements relating to our Credit Facility, seven-year unsecured term loan, and senior unsecured notes as of December 31, 2020, although there can be no assurance that we will continue to remain in compliance in the future.
Mortgage debt obligations expose us to the possibility of foreclosure, which could result in the loss of our investment in a property or group of properties subject to mortgage debt.
A significant amount of our indebtedness is secured by our real estate assets, which if we fail to make required mortgage payments, could be subject to foreclosure by the lender or the holder of the mortgage, resulting in the loss of our investment. For tax purposes, a foreclosure of any of our properties would be treated as a sale of the property for a purchase price equal to the outstanding balance of the debt secured by the mortgage. If the outstanding balance of the debt secured by the mortgage exceeds our tax basis in the property, we would recognize taxable income on foreclosure, but we would not receive any cash proceeds, which could hinder our ability to meet the REIT distribution requirements imposed by the Internal Revenue Code of 1986, as amended (the "Code"). If any of our properties are foreclosed on due to a default, our ability to pay cash distributions to our shareholders and our earnings will be limited, and due to cross-collateralization or cross-default provisions, a default under one mortgage loan could result in a default on other indebtedness and cause us to lose other better performing properties, which could materially and adversely affect our financial condition and results of operations. obligations.
We are subject to risks associated with hedging agreement, including potential performance failures by counterparties and termination costs.
We use a combination of interest rate protection agreements, including interest rate swaps, to manage risk associated with interest rate volatility. This may expose us to additional risks, including a risk that the counterparty to a hedging arrangement may fail to honor its obligations. Developing an effective interest rate risk strategy is complex and no strategy can completely insulate us from risks associated with interest rate fluctuations. There can be no assurance that our hedging activities will have the desired beneficial effect on our results of operations or financial condition. Further, should we choose to terminate
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a hedging agreement, there could be significant costs and cash requirements involved to fulfill our initial obligation under such agreement. 
We may be adversely affected by changes in LIBOR reporting practices, the method in which LIBOR is determined or the use of alternative reference rates.

As of December 31, 2020, we had approximately $330.1 million of debt outstanding that was indexed to the London Interbank Offered Rate (“LIBOR”). In July 2017, the United Kingdom regulator that regulates LIBOR announced its intention to phase out LIBOR rates by the end of 2021. As a result, the Federal Reserve Board and the Federal Reserve Bank of New York organized the Alternative Reference Rates Committee, which identified the Secured Overnight Financing Rate (“SOFR”) as its preferred alternative to LIBOR in derivatives and other financial contracts. At this time, no consensus exists as to what rate or rates may become accepted alternatives to LIBOR, or the exact time when LIBOR rates will cease to be published or supported. If a published U.S. dollar LIBOR rate is unavailable after 2021, the interest rates on our debt which is indexed to LIBOR will be determined using various alternative methods, any of which may result in interest obligations which are more than or do not otherwise correlate over time with the payments that would have been made on such debt if U.S. dollar LIBOR was available in its current form. Further, the same costs and risks that may lead to the unavailability of U.S. dollar LIBOR may make one or more of the alternative methods impossible or impracticable to determine. Any of these proposals or consequences could have a material adverse effect on our financing costs, and as a result, our financial condition, operating results and cash flows.
Our current and any future joint ventures, and the value and performance of such investments, could be adversely affected by the structure and terms thereof and the activities of our joint venture partners.
As of December 31, 2020, we owned interests in two of our operating properties through consolidated joint ventures and interests in four properties through unconsolidated joint ventures, and in the future, we may seek to co-invest with third parties through other joint ventures.  Our joint ventures and the value and performance of such investments may involve risks not present with respect to our wholly owned properties, including shared decision-making authority with our joint venture partners, restrictions on the ability to sell our interests in the joint ventures without the other partners' consent, potential conflicts of interest or other disputes between us and our partners (including potential litigation or arbitration), potential losses or increased costs or expenses arising from actions taken in respect of the joint ventures, and potential impacts on our ability to qualify as a REIT.
Our future developments, redevelopments and acquisitions may not yield the returns we expect or may result in dilution in shareholder value.
As of December 31, 2020, we have two development projects under construction and two redevelopment opportunities currently in the planning stage, including de-leasing space and evaluating development plans and costs with potential tenants and partners.Some of these plans include non-retail uses, such as multifamily housing. New development and redevelopment projects and property acquisitions are subject to a number of risks, including abandonment of a project after expending resources on due diligence, feasibility or other upfront costs, construction delays or cost overruns, unknown risks, integration issues, tenant termination or withdrawal rights, and failure to obtain governmental permits or other third-party approvals. In deciding whether to acquire, develop, or redevelop a particular property, we make certain assumptions regarding the expected future performance of that property, and our financial performance may be materially and adversely affected, or in the case of an unsuccessful redevelopment project, our entire investment could be at risk for loss, or an impairment charge could occur. In addition, the issuance of equity securities as consideration for any significant acquisitions could be dilutive to our shareholders.
To the extent that we pursue acquisitions in the future, we may not be successful in acquiring desirable operating properties or identifying development and redevelopment projects that meet our investment criteria, both of which may impede our growth.
From time to time, consistent with our business strategy, we evaluate the market and may acquire properties when we believe strategic opportunities exist. When we pursue acquisitions, we may face competition from other real estate investors with substantial capital, including other REITs and institutional investment funds, which could limit our ability to acquire properties, increase the purchase price we are required to pay, reducing the return to our shareholders, and we may agree to material restrictions or limitations in the acquisition agreements. Additionally, we may not be successful in identifying suitable real estate properties or other assets that meet our development or redevelopment criteria, or we may fail to complete developments, redevelopments, acquisitions or investments on satisfactory terms. These factors and any others could impede our growth and adversely affect our financial condition and results of operations.
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We may not be able to sell properties when appropriate or on terms favorable to us and could, under certain circumstances, be required to pay a 100% "prohibited transaction" penalty tax related to the properties we sell.
Real estate property investments generally cannot be sold quickly. Our ability to dispose of properties on advantageous terms depends on factors beyond our control, including competition from other sellers and the availability of attractive financing for potential buyers of our properties, and we cannot predict the various market conditions affecting real estate investments that will exist at any particular time in the future.  Before a property can be sold, we may need to make expenditures to correct defects or to make improvements. We may not have funds available to correct such defects or to make such improvements, and if we cannot do so, we might not be able to sell the property or might be required to sell the property on unfavorable terms. We may not be able to dispose of any of the properties on terms favorable to us or at all, and each individual sale will depend on, among other things, economic and market conditions, individual asset characteristics and the availability of potential buyers and favorable financing terms at the time. Further, we will incur marketing expenses and other transaction costs in connection with dispositions, and the process of marketing and selling a large pool of properties may distract the attention of our personnel from the operation of our business.
Also, the tax laws applicable to REITs impose a 100% penalty tax on any net income from “prohibited transactions.” In general, prohibited transactions are sales or other dispositions of property held primarily for sale to customers in the ordinary course of business. The determination as to whether a particular sale is a prohibited transaction depends on the facts and circumstances related to that sale. The need to avoid prohibited transactions could cause us to forego or defer sales of properties that might otherwise be in our best interest to sell. Therefore, we may be unable to adjust our portfolio mix promptly in response to market conditions, which may adversely affect our financial position. In addition, we will be subject to income taxes on gains from the sale of any properties owned by any taxable REIT subsidiary ("TRS). 
Uninsured losses or losses in excess of insurance coverage could materially and adversely affect our cash flow, financial condition and results of operations.
us.
We do not carry insurance for generally uninsurable losses such as loss from riots, war or acts of God and, in some cases, flooding, andfloods. In addition, insurance companies may no longer offer coverage against certain types of losses such as environmental liabilities or other catastrophic events or, if offered, the expense of obtaining such coverage may not be justified. Some of our insurance policies, such as those covering losses due to terrorism and floods, are insured subject to limitations, involving large deductibles or co-payments and policy limits that may not be sufficient to cover all losses, and in the future, we may be unable to renew or duplicate our current insurance coverage at adequate levels or at reasonable prices. Given the continued increase in extreme climate-related events, we have experienced a significant increase in insurance rates for property insurance in 2022 and may continue to do so in the future. The rates for casualty insurance have also increased significantly in 2022 due to an increase in litigation. In addition, tenants generally are required to indemnify and hold us harmless from liabilities resulting from injury to persons or damage to personal or real property on the premises due to activities conducted by tenantsthem or their agents on the properties (including, without limitation, any environmental contamination) and, at the tenant’s expense, to obtain and keep in full force during the term of the lease, liability and property damage insurance policies. However, tenants may not properly maintain their insurance policies or have the ability to pay the deductibles associated with such policies. If we experience a loss that is uninsured or that exceeds policy limits, we could lose the capital invested in the damaged properties as well as the anticipated future cash flows from those properties, and the loss could seriously disrupt our operations, delay revenue and result in significant expenses.flows. Inflation, changes in building codes and ordinances, environmental considerations, and other factors also might make it impractical or undesirable to use insurance proceeds to replace a property after it has been damaged or destroyed. In addition, if the damaged properties are subject to recourse indebtedness, we would continue to be liable for the indebtedness, even if these properties were irreparably damaged.
Developments and redevelopments have inherent risks that could adversely impact us.
As of December 31, 2022, we had three development and redevelopment projects under construction and five redevelopment opportunities currently in the planning stage, including de-leasing space and evaluating development plans and costs with potential tenants and partners. Some of these plans include non-retail uses, such as multifamily housing. New development and redevelopment projects are subject to a number of risks, including the following:
•expenditure of capital and time on projects that may not be pursued or completed;
•inability to obtain necessary zoning or regulatory approvals;
•higher than estimated construction or operating costs, including labor and material costs;
•inability to complete construction on schedule;
•significant time lag between commencement and stabilization resulting in delayed returns and greater risks due to fluctuations in the general economy, shifts in demographics and competition;
•decrease in customer traffic during the development period causing a decrease in tenant sales;
•inability to secure key anchor or other tenants or complete the lease-up at anticipated absorption rates or at all;
•occupancy and rental rates at a newly completed project may not meet expectations;
•investment returns from developments may be less than expected; and
•suspension of development projects after construction has begun due to changes in economic conditions or other factors that may result in the write-off of costs, payment of additional costs or increases in overall costs if the project is restarted.
In deciding whether to develop or redevelop a particular property, we make certain assumptions regarding the expected future performance of that property, and our financial performance could be materially and adversely affected, or in the case of an unsuccessful redevelopment project, our entire investment could be at risk for loss, or an impairment charge could occur.
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Pandemics and other health crises, including the ongoing outbreak of COVID-19, could negatively impact our business, financial performance and condition, operating results and cash flows.
Pandemics, including the ongoing COVID-19 pandemic, as well as both future widespread and localized outbreaks of infectious diseases and other health concerns, and the measures taken to prevent the spread or lessen the impact, could cause a material disruption to the retail industry or the economy as a whole. In 2020 and 2021, the COVID-19 pandemic had, and a future outbreak of a highly infectious or contagious disease or other public health crisis could similarly have, significant repercussions across domestic and global economies, including the retail sector within the U.S., and the financial markets. The COVID-19 pandemic disrupted our business and had a significant adverse effect, and a similar outbreak could, in the future, significantly adversely impact and disrupt our business, financial performance and condition, operating results and cash flows. Additional factors that may negatively impact our ability to operate successfully as a result of COVID-19, include, among others:
•the inability of our tenants to meet their lease obligations to us in full, or at all, due to changes in their businesses or local or national economic conditions, including labor shortages, inflation, or reduced discretionary spending;
•business continuity disruptions and delays in the supply of products or services to us or our tenants from vendors that are needed to operate efficiently, causing costs to rise sharply and inventory to fall; and
•changes in consumer behavior in favor of e-commerce.
The full extent of the impact of a pandemic on our business is largely uncertain and dependent on a number of factors beyond our control, and we are not able to estimate with any degree of certainty the effect a pandemic or measures intended to curb its spread could have on our business, results of operations, financial condition and cash flows.
We and our tenants face risks related to cybersecurity attacks that could cause loss of confidential information and other business disruptions.
We and our tenants rely extensively on information technology systems to process transactions and manage our respective businesses, and as a result, we are at risk from, and may be impacted by, cybersecurity incidents. These cybersecurity incidents may include unintentional or malicious attempts to gain unauthorized access to or acquisition of our data and/or information technology systems by individuals, including employees or contractors, or sophisticated organizations; failures during routine operations such as system upgrades or user errors; network or hardware failures; or introductions of malicious or disruptive software. Such cybersecurity incidents may involve social engineering, business email compromise, cyber extortion, ransomware, denial of service, or attempts to exploit vulnerabilities, or may be predicated by geopolitical events, natural disasters, failures or impairments of telecommunications networks, or other catastrophic events.
Cybersecurity incidents could compromise the confidential information of our employees, tenants, and vendors, disrupt the proper functioning of our networks, result in misstated financial reports, violations of loan covenants and/or missed reporting deadlines, impede our ability to maintain the building systems that our tenants rely on for the efficient use of their leased space, require significant management attention to remedy any damages, result in reputational damage to ourselves or our tenants, or lead to potential litigation or regulatory investigation, increased oversight, or fines. Increased regulation of data collection, use and retention practices, including self-regulation and industry standards, changes in existing laws and regulations, enactment of new laws and regulations, increased enforcement activity, and changes in interpretation of laws, could increase our cost of compliance and operations, limit our ability to grow our business, or otherwise harm us.
We employ a variety of measures to prevent, detect and respond to cybersecurity threats; however, there is no guarantee such efforts will be successful in preventing a cybersecurity incident, and we have been targeted by e-mail phishing attempts and scams in the past. The interpretation and application of cybersecurity and data protection laws and regulations are often uncertain and evolving; there can be no assurance that our security measures will be deemed adequate, appropriate or reasonable by a regulator or court. Moreover, even security measures that are deemed appropriate, reasonable, and/or in accordance with applicable legal requirements may not be able to protect the information we maintain.
Additionally, we rely on a number of service providers and vendors, and cybersecurity risks at these service providers and vendors create additional risks for our information and business. A cybersecurity incident may result in disruption of our operations, material harm to our financial condition, cash flows and the market price of our common shares, misappropriation of assets, compromise or corruption of confidential information collected in the course of conducting our business, liability for stolen information or assets, increased cybersecurity protection and insurance costs, regulatory enforcement, litigation and damage to our stakeholder relationships.
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While we have obtained cybersecurity insurance, there are no assurances that the coverage would be adequate in relation to any incurred losses. Moreover, as cyberattacks increase in frequency and magnitude, we may be unable to obtain cybersecurity insurance in amounts and on terms we view as adequate for our operations.
We depend on external financing to fulfill our capital needs, and disruptions in the financial markets could affect our ability to obtain financing on reasonable terms, or at all, and have other material adverse effects on our business.
Partly because of the distribution requirements of being a REIT, we may not be able to fund all future capital needs with income from operations. Consequently, we may rely on external financing to fulfill our capital needs. Disruptions in the financial markets could impact our ability to acquire or develop properties when strategic opportunities exist, satisfy our principal and interest obligations or make distributions to our shareholders. These disruptions could impact the overall amount of debt and equity capital available, our ability to access new capital on acceptable terms, lower loan to value ratios, and cause a tightening of lender underwriting standards and terms and higher interest rate spreads. As a result, we may be unable to refinance or extend our existing indebtedness on favorable terms or at all. We have $284.4 million of debt principal scheduled to mature through December 31, 2023. Our expenses may remain constantinability to obtain debt or increase,equity capital on favorable terms or at all could (i) result in the disruption of our ability to operate, maintain or reinvest in our portfolio; (ii) force us to dispose of properties on disadvantageous terms, which could reduceadversely affect our cash flowability to service other debt and funds available for future distributions, particularlymeet other obligations; (iii) impact our ability to repay or refinance our indebtedness on or before maturity; and (iv) limit our ability to acquire new properties, all of which could have a material adverse effect on our business. If economic conditions deteriorate in any of our markets, we may have to seek less attractive, alternative sources of financing and adjust our business plan accordingly.
We have a significant amount of indebtedness outstanding and rising interest rates could materially adversely affect us.
As of December 31, 2022, we had $3.0 billion of consolidated indebtedness outstanding, of which $183.3 million bore interest at variable rates after giving effect to interest rate swaps. Due to the current high inflation environment, the U.S. Federal Reserve sharply raised short-term interest rates in 2022 to curtail the high inflation levels, which has caused our borrowing costs to rise. The U.S. Federal Reserve may continue to raise interest rates, which could result in adverse impacts on the U.S. economy, including slowing economic growth and potentially a recession. If our interest expense increased significantly, it could materially adversely affect us. For example, if such expenses are not offsetmarket rates of interest on our variable rate debt outstanding, net of interest rate hedges, as of December 31, 2022 increased by an1%, the increase in corresponding revenues.interest expense on our unhedged variable rate debt would decrease future cash flows by approximately $1.8 million annually.
We may incur additional debt in connection with various development and redevelopment projects and upon the acquisition of operating properties. Our existing properties and anyorganizational documents do not limit the amount of indebtedness that we may incur. In addition, we may increase our mortgage debt by obtaining loans secured by some or all of the real estate properties we develop or acquire. We may also borrow funds if necessary to satisfy the requirement that we distribute to shareholders at least 90% of our annual “REIT taxable income” (determined before the deduction for dividends paid and excluding net capital gains) or otherwise as is necessary or advisable to ensure that we maintain our qualification as a REIT for U.S. federal income tax purposes or otherwise avoid paying taxes that can be eliminated through distributions to our shareholders.
Our substantial debt could materially and adversely affect our business in other ways, including by, among other things: (i) requiring us to use a substantial portion of our cash flows from operations to service our indebtedness, which would reduce the available cash to fund general corporate purposes and distributions, (ii) limiting our ability to obtain additional financing to fund our working capital needs, capital expenditures, acquisitions, other debt service requirements or other purposes, (iii) increasing our costs of incurring additional debt and our exposure to variable interest rates, (iv) making us more vulnerable to economic and industry downturns and reducing our flexibility in responding to changing business and economic conditions, and (v) placing us at a competitive disadvantage compared to other real estate investors that have less debt. The impact of any of these potential adverse consequences could have a material adverse effect on us.
We could be adversely affected by the financial and other covenants and provisions contained in our credit facility, term loan agreements and note purchase agreements.
The debt agreements related to our senior unsecured credit facility, senior unsecured term loans and private placement notes require compliance with certain financial and operating covenants, including, among other things, the requirement to maintain maximum unencumbered, secured and consolidated leverage ratios and minimum fixed charge and unencumbered interest coverage ratios, as well as limitations on our ability to incur debt, make dividend payments, sell all or substantially all of our assets and engage in mergers, consolidations and certain acquisitions. Given the restrictions in our debt agreement covenants, we may be limited in our operating and financial flexibility and ability to respond to changes in our business or pursue strategic opportunities in the future, including the ability to obtain additional funds needed to address cash shortfalls or
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pursue growth opportunities or other accretive transactions. Further, certain of our debt agreements related to our senior unsecured credit facility and certain senior unsecured term loans are priced, in part, on leverage grids that reset quarterly. Deterioration in our leverage covenant calculations could lead to a higher credit spread component within the applicable interest rate for these debt agreements and result in higher interest expense.
In addition, these debt agreements contain certain events of default that include, but are not limited to, failure to (i) make principal or interest payments when due, (ii) perform or observe any term, covenant or condition contained in the agreements, and (iii) maintain certain financial and operating ratios and other criteria, misrepresentations, acceleration of other material indebtedness and bankruptcy proceedings. In the event of a default under any of these agreements, the lenders or holders of our credit agreement, term loan agreements and note purchase agreements would have various rights including, but not limited to, the ability to require the acceleration of the payment of all principal and interest then due and/or to terminate the agreements. The declaration of a default and/or the acceleration of the amount due under any such agreement could have a material adverse effect on our business, limit our ability to make distributions to our shareholders, and prevent us from obtaining additional funds needed to address cash shortfalls or pursue growth opportunities.
The agreements related to our unsecured credit facility, unsecured term loans and private placement notes contain cross-defaults to certain other material indebtedness (including recourse indebtedness in excess of $40.0 million, $50.0 million or $75.0 million, depending on the agreement), such that an “Event of Default” under one of these facilities or loans could trigger an “Event of Default” under the other facilities or loans. These provisions could allow the lending institutions and noteholders to accelerate the amount due under the loans and private placement notes. If payment is accelerated, our liquid assets may not be sufficient to repay such debt in full. As of December 31, 2022, we believe we were in compliance with all applicable covenants under our debt agreements, although there can be no assurance that we will continue to remain in compliance in the future.
Adverse changes in our credit ratings could affect our borrowing capacity and borrowing terms.
Our creditworthiness is rated by nationally recognized credit rating agencies. The credit ratings assigned are based on our operating performance, liquidity and leverage ratios, financial condition and prospects, and other factors viewed by the credit rating agencies as relevant to our industry and the general economic outlook. Our credit rating can affect our ability to access debt capital, as well as the terms of certain existing and future debt financing we may obtain. Since we depend on debt financing to fund the growth of our business, an adverse change in our credit rating, including changes in our credit outlook, or even the initiation of a review of our credit rating that could result in an adverse change, could have a material adverse effect on us. Furthermore, certain of our senior unsecured term loans are priced, in part, on our credit rating. A downgrade of our credit rating could lead to a higher credit spread component within the applicable interest rate for these debt agreements and result in higher interest expense.
We are subject to risks associated with hedging agreements, including potential performance failures by counterparties and termination costs.
We use a combination of interest rate protection agreements, including interest rate swaps, to manage the risks associated with interest rate volatility. This may expose us to additional risks, including a risk that the counterparty to a hedging arrangement may fail to honor its obligations. Developing an effective interest rate risk strategy is complex and no strategy can completely insulate us from the risks associated with interest rate fluctuations. There can be no assurance that our hedging activities will have the desired beneficial effect on our results of operations or financial condition. Further, should we choose to terminate a hedging agreement, there could be significant costs and cash requirements involved to fulfill our initial obligation under such agreement.
We may be adversely affected by changes in LIBOR reporting practices, the method in which LIBOR is determined or the use of alternative reference rates.
As of December 31, 2022, we had approximately $155.0 million of debt and derivatives outstanding that were indexed to the London Interbank Offered Rate (“LIBOR”). Certain tenors of LIBOR will remain available through June 2023; however, LIBOR is no longer permitted to be used in new contracts. During the year ended December 31, 2022, we transitioned a majority of our existing contracts to the Secured Overnight Financing Rate (“SOFR”) and expect to transition the remaining contracts by March 2023. When LIBOR is discontinued, the interest rate for our debt instruments that remain indexed to LIBOR will be determined using various alternative methods, any of which may result in interest obligations that are more than or do not otherwise correlate over time with the payments that would have been made on such debt if LIBOR was available in its current form, which could have a material adverse effect on our financing costs and, as a result, our financial condition, operating results and cash flows.
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The replacement of LIBOR with SOFR may adversely affect interest expense related to outstanding debt.
The debt agreements related to our senior unsecured credit facility and senior unsecured term loans require the applicable interest rate or payment amount by reference to SOFR. The use of SOFR-based rates may result in interest rates and/or payments that are higher or lower than the rates and payments that we previously experienced when referenced to LIBOR. SOFR is a relatively new reference rate, has a very limited history and is based on short-term repurchase agreements that are backed by Treasury securities. Changes in SOFR could be volatile and difficult to predict, and there can be no assurance that SOFR will perform similarly to the way LIBOR would have performed at any time. As a result, the amount of interest we may pay on our senior unsecured credit facility and senior unsecured term loans is difficult to predict.
Joint venture investments could be adversely affected by the structure and terms thereof and the activities of our joint venture partners.
As of December 31, 2022, we owned interests in Delray Marketplace and a residential building at One Loudoun Downtown through consolidated joint ventures and interests in the following through unconsolidated joint ventures: a three-property retail portfolio consisting of Livingston Shopping Center, Plaza Volente and Tamiami Crossing, the hotel component at Eddy Street Commons, the multifamily component at Glendale Town Center, and the development project at The Corner, and in the future, we may seek to co-invest with third parties through other joint ventures. Our joint ventures and the value and performance of such investments may involve risks not present with respect to our wholly owned properties, including (i) shared decision-making authority, which may prevent us from taking actions that are in our best interest, (ii) restrictions on the ability to sell our interests in the joint ventures without the other partners’ consent, (iii) potential conflicts of interest or other disputes, including potential litigation or arbitration that would prevent management from focusing their time and effort on our business, (iv) potential losses or increased costs or expenses arising from actions taken in respect of the joint ventures, (v) actions by our partners that could jeopardize our REIT status, require us to pay taxes or subject the properties owned by the joint venture to liabilities greater than those contemplated by the terms of the joint venture agreements, and (vi) joint venture agreements may contain buy-sell provisions pursuant to which one partner may initiate procedures requiring us to buy the other partner’s interest, all of which could affect our business, financial condition, results of operations and cash flows.
To the extent we pursue acquisitions in the future, we may not be successful in acquiring desirable operating properties, which may impede our growth.
From time to time, consistent with our business strategy, we evaluate the market and may acquire properties when we believe strategic opportunities exist. When we pursue acquisitions, we may face competition from other real estate investors, which could (i) limit our ability to acquire properties, (ii) increase the purchase price we are required to pay, thus reducing the return to our shareholders, and (iii) cause us to agree to material restrictions or limitations in the acquisition agreements. In addition, properties we acquire in the future may fail to achieve the expected occupancy and/or rental rates within the projected time frame if at all, which may result in the properties’ failure to achieve the expected investment returns. These factors and any others could impede our growth and adversely affect our financial condition and results of operations.
We may be unable to sell properties at the time we desire, on favorable terms or at all, which could limit our ability to access capital through dispositions.
Real estate investments generally cannot be sold quickly. Our ability to dispose of properties on advantageous terms depends on factors beyond our control, and we cannot predict the various market conditions affecting real estate investments that will exist in the future. We may not be able to dispose of any of our properties on terms favorable to us or at all, and each individual sale will depend on, among other things, economic and market conditions, competition from other sellers, individual asset characteristics and the availability of potential buyers and favorable financing terms at the time. Further, we may incur expenses and transaction costs in connection with dispositions. 
In addition, the Internal Revenue Code of 1986, as amended (the “Code”) generally imposes a 100% penalty tax on gain recognized by REITs upon the disposition of assets if the assets are andheld primarily for sale in the ordinary course of business rather than for investment, which could cause us to forego or defer sales of properties that might otherwise be in our best interest to sell, which may limit our ability to appropriately adjust our portfolio mix in response to market conditions. We will continue toalso be subject to operating risks common to real estate in general, any or all of which may negatively affect us. The expenses of owning and operating properties generally do not decrease, and may increase, when circumstances such as market factors and competition cause a reduction in income taxes on gains from the properties. Oursale of any properties continue to be subject to increases in real estate and other tax rates, utility costs, operating expenses, insurance costs, repairs and maintenance and administrative expenses, regardless of occupancy rates. As a result, ifowned by any property is not fully occupied or if rents are being paid in an amount that is insufficient to cover operating expenses, we could be required to expend funds for that property’s operating expenses. Therefore, constant or rising operating expenses could reduce our cash flow and funds available for future distributions, particularly if such expenses are not offset by corresponding revenues.

Our business faces potential risks associated with natural disasters, severe weather conditions and climate change and related legislation and regulations, which could have an adverse effect on our cash flow and operating results.taxable REIT subsidiary (“TRS”).
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We could experience a decline in the fair value of our real estate assets and be subject to impairment charges, which could be material.
GlobalOur long-lived assets, primarily real estate held for investment, are carried at cost unless circumstances indicate that the carrying value of the assets may not be recoverable through future operations. Changes in our disposition strategy or in the marketplace may alter the hold period of an asset or group of assets, which may result in an impairment loss that could be material to our financial condition or operating performance. To the extent the carrying value of the asset exceeds the estimated undiscounted cash flows, an impairment loss is recognized equal to the excess of the carrying value over the estimated fair value (which is highly subjective and involves a significant degree of management judgment regarding various inputs). We did not record any impairment charges during the years ended December 31, 2022, 2021 and 2020. There can be no assurance that we will not record charges in the future related to the impairment of our assets, which could have a material adverse effect on our results of operations in the period in which the charge is recognized.
We could be materially and adversely affected if we are found to be in breach of a ground lease at one of our properties or are unable to renew a ground lease.
As of December 31, 2022, we had 10 properties in our portfolio that are either completely or partially on land that is owned by third parties and leased to us pursuant to ground leases. If we are found to be in breach of a ground lease and that breach cannot be cured or we are unable to extend the lease terms or purchase the fee interest in the underlying land prior to expiration, as to which no assurance can be given, we could lose our interest in the improvements and the right to operate the property. As a result, we would be unable to derive income from such property. Assuming we exercise all available options to extend the terms of our ground leases, our ground leases will expire between 2043 and 2115. In certain cases, our ability to exercise the extension option is subject to the condition that we are not in default at the time we exercise such option, and we can provide no assurances that we will be able to exercise the extension options.
Natural disasters, severe weather conditions, the effects of climate change continuesand related legislation and regulations, and terrorism could have an adverse effect on us.
Our properties are located in many areas that are subject to, attract considerable public and scientific attention with widespread concern about the impact of human activity on the environment, including effects on the frequency and scale ofor have been affected by, natural disasters and federalsevere weather conditions such as hurricanes, tropical storms, tornadoes, earthquakes, droughts, floods and state legislation and regulations in these areas continue to pose risks.fires. Changing weather patterns and climatic conditions, primarily as a result of climate change, may affect the predictability and frequency of natural disasters in some parts of the world and create additional uncertainty as to future trends and exposures, including certain areas in which our portfolio is concentrated such as Texas, Indiana, Florida, Maryland, New York, and North Carolina, and Nevada. Our properties are located in many areas that are subject to or have been affected by natural disasters and severe weather conditions such as hurricanes, tropical storms, tornadoes, earthquakes, droughts, floods and fires.Carolina. Over time, the occurrence of natural disasters, severe weather conditions and changing climatic conditions can delay new development and redevelopment projects, increase costs to repair costsor replace damaged properties and future insurance costs, and negatively impact the demand for leaseleased space in the affected areas, or in extreme cases, affect our ability to operate the properties at all.

    ChangesAdditionally, changes in federal and state legislation and regulations on climate control could result in increased costs and expenses, such as utility expenses and/or capital expenditures to improve the energy efficiency of our existing properties, or potentially result in fines for non-compliance. These risks
Potential terrorist attacks and other acts of violence could have an adverse effect onalso harm the demand for, and the value of, our cash flowproperties, including through damage, destruction, or loss at our properties, increased security costs, utility outages, and operating results.limited availability of terrorism insurance. Such acts could impact our tenants’ abilities to meet their lease obligations, make it difficult for us to renew or re-lease space at our properties at lease rates equal to or above historical rates, or result in increased volatility in the financial markets and economies.

Any one of these events might decrease demand for real estate, decrease or delay the occupancy at our properties, and limit our access to capital or increase our cost of raising capital.
We could incur significant costs related to environmental matters, and our efforts to identify environmental liabilities may not be successful.
Under various federal, state and local laws, ordinances and regulations, an owner or operator of real estate may be required to investigate and clean up hazardous or toxic substances or petroleum product releases at a property and may be held liable to a governmental entity or to third parties for property damage and for investigation and clean-up costs incurred by such parties in connection with contamination.the cost of clean-up. Some of the properties in our portfolio contain, may have contained or are adjacent to or near other properties that have contained or currently contain underground storage tanks for petroleum products or other hazardous or toxic substances, and some of our properties have tenants that may use hazardous or toxic substances in the routine course of their businesses. Indemnities in our leaseslease agreements may not fully protect us in the event that a tenant responsible for environmental
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non-compliance or contamination becomes insolvent. The cost of investigation, remediation or removal of such substances may be substantial, and the presence of such substances, or the failure to properly remediate such substances,them, may adversely affect the owner’sour ability to sell or rent such property or to borrow using such property as collateral. In connection with the ownership, operation and management of real properties, we are potentially liable for removal or remediation costs, as well as certain other related costs, including governmental fines and injuries to persons and property, liens on contaminated sites, and restrictions on operations. We may also be liable to third parties for damage and injuries resulting from environmental contamination emanating from the real estate.estate we own or operate. Finally, certain of our properties have containedconfirmed asbestos-containing building materials ("ACBM"(“ACBM”) and other properties may have containedcontain such materials based on the date of itsbuilding construction. Environmental laws require that ACBM be properly managed and maintained, and may impose fines and penalties may be imposed on building owners or operators for failure to comply with these requirements. The laws also may allow third parties to seek recovery from owners or operators for personal injury associated with exposure to asbestos fibers.
We testevaluate our properties for compliance with applicable environmental laws on a limited basis, and we cannot give assurance that existing environmental studies with respect to our properties reveal all potential environmental liabilities or that current or future uses or conditions (including, without limitation, changes in applicable environmental laws and regulations or the interpretation thereof) or changes in environmental laws will not result in environmental liabilities.

Compliance with the Americans with Disabilities ActADA and fire, safety and other regulations may require us to make expenditures that adversely affect our cash flows and results of operations.
significant capital expenditures.
Our properties must comply with Title III of the ADA to the extent that such properties are public accommodations as defined by the ADA. Noncompliance with the ADA could result in orders requiring us to spend substantial sums to cure violations and pay attorneys'attorneys’ fees or pay other amounts. Although we believe theour properties in our portfolio substantially comply with the present requirements of the ADA, we have not conducted an audit or investigation of all of our properties to determine our compliance, and whilecompliance. While our tenants typically under tenant leases are obligated to cover costs associated with compliance, if required changes involve greater expenditures or faster timelines than anticipated, the ability of these tenants to cover costs could be adversely affected. In addition, we are required to operate the properties in compliance with fire and safety regulations, building codes and other land use regulations as they may beare adopted by governmental agencies and bodies and become applicable to the properties. We may be required to make substantial capital expenditures to comply with these regulations, and we may be restricted in our ability to renovate the properties subject to these requirements, which could affect our cash flows and results of operations.

Inflation may adversely affect our financial condition and results of operations.
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Most of our leases contain provisions requiring the tenant to pay a share of operating expenses, including common area maintenance or other operating expenses based on a fixed amount or fixed percentage, not subject to adjustment for inflation. However, increased inflation could have a more pronounced negative impact on our mortgage and debt interest and general and administrative expenses, as these costs could increase at a rate higher than our rents. Also, inflation may adversely affect tenant leases with stated rent increases or limits on such tenant’s obligation to pay its share of operating expenses, which could be lower than the increase in inflation at any given time.  It may also limit our ability to recover all of our operating expenses. Inflation could also have an adverse effect on consumer spending, which could impact our tenants’ sales and, in turn, our average rents, and in some cases, our percentage rents, where applicable.  In addition, renewals of leases or future leases may not be negotiated on current terms, in which event we may recover a smaller percentage of our operating expenses. 
Rising interest rates could increase our borrowing costs, thereby adversely affecting our cash flows and the amounts available for distributions to our shareholders, as well as decrease our share price, if investors seek higher yields through other investments.

An environment of rising interest rates could lead investors to seek higher yields through other investments, which could adversely affect the market price of our common shares. One of the factors that may influence the price of our common shares in public markets is the rate of annual cash distributions we pay as compared with the yields on alternative investments. Several other factors, such as governmental regulatory action and tax laws, could have a significant impact on the future market price of our common shares. In addition, increases in market interest rates could result in increased borrowing costs for us, which may adversely affect our cash flow and the amounts available for distributions to our shareholders.

We and our tenants face risks relating to cybersecurity attacks that could cause loss of confidential information and other business disruptions.

We and our tenants rely extensively on computer systems to process transactions and manage our respective businesses, and although various measures are utilized to prevent, detect and mitigate threats, we have been targeted by e-mail phishing attempts and scams in the past, and our business is at risk from and may be impacted by cybersecurity attacks. These could include attempts to gain unauthorized access to our data and computer systems. Attacks can be both individual and/or highly organized attempts by very sophisticated hacking organizations. A cybersecurity attack could compromise the confidential information of our employees, tenants, and vendors. Additionally, we rely on a number of service providers and vendors, and cybersecurity risks at these service providers and vendors create additional risks for our information and business. A successful attack could lead to identity theft, fraud or other disruptions to our business operations, any of which may negatively affect our results of operations.

We conduct periodic assessments and use the results of such to create and implement a strategy designed to prevent, detect and respond to cybersecurity threats. However, there is no guarantee such efforts will be successful in preventing a cyber-attack.  
RISKS RELATED TO OUR ORGANIZATION AND STRUCTURE 
Our organizational documents and Maryland law contain provisions that generally would prohibit any person (other than membersmay delay, defer or prevent a change in control of the Kite family who,Company, even if such a change in control may be in the best interest of our shareholders, and as a group, are currently allowed to own up to 21.5%result may depress the market price of our outstanding common shares) from beneficially owning more than 7% of our outstanding common shares (or up to 9.8% in the case of certain designated investment entities, as defined in our declaration of trust), which may discourage third parties from conducting a tender offer or seeking other change of control transactions that could involve a premium price for our shares or otherwise benefit our shareholders.
shares.
Our organizational documents contain provisions that may have an anti-takeover effect and inhibit a change of control transaction, which could prevent our shareholders from being paid a premium for their common shares over the then-prevailing market prices.
(1) There are ownership limits and restrictions on transferability in our declaration of trust. In order for us to qualify as a REIT, no more than 50% of the value of our outstanding shares may be owned, actually or constructively, by five or fewer individuals at any time during the last half of each taxable year. To make sureensure that we will not fail to satisfy this requirement and for anti-takeover reasons, our declaration of trust generally prohibits any shareholder (other than an excepted holder or certain designated investment entities, as defined in our declaration of trust) from owning (actually, constructively or by attribution), more than 7% of the value or number, whichever is more restrictive, of our outstanding common shares. Our declaration of trust provides an excepted holder limit that allows certain members of the Kite family (Al Kite, John Kite and Paul Kite, their family members and
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(and certain entities controlled by one or more of the Kites)Kite family members), as a group, to own more than 7% of our outstanding common shares, subject to applicable tax attribution rules. Currently, one of the excepted holders would be attributed all of the common shares owned by each other excepted holder and, accordingly, the excepted holders as a group would not be allowed to own in excess of 21.5% in value or number, whichever is more restrictive, of our common shares. If at a later time there were not one excepted holder that would be attributed all of the shares owned by the excepted holders as a group, the excepted holder limit would not permit each excepted holder to own 21.5% of our common shares. Rather, the excepted holder limit would prevent two or more excepted holders who are treated as individuals under the applicable tax attribution rules from owning a higher percentage of our common shares than the maximum amount of common shares that could be owned by any one excepted holder (21.5%), plus the maximum amount of common shares that could be owned by any one or more other individual common shareholders who are not excepted holders (7%). Certain entities that are defined as designated investment entities in our declaration of trust, which generally include pension funds, mutual funds, and certain investment management companies, are permitted to own up to 9.8% in value or number, whichever is more restrictive, of ourthe outstanding commonshares of any class or series of shares so long as each beneficial owner of the
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shares owned by such designated investment entity would satisfy the 7% ownership limit if those beneficial owners owned directly their proportionate share of the common shares owned by the designated investment entity. Our Board of Trustees may waive, and has waived in the past, the ownership limits subject to certain conditions. In addition, our declaration of trust contains certain other ownership restrictions intended to prevent us from earning income from related parties if such income would cause us to fail to comply with the REIT gross income requirements. The various ownership restrictions may discourage a tender offer or other change of control transaction or compel a shareholder who has acquired our common shares in excess of these ownership limitations to dispose of 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.

(2) Our declaration of trust permits our Board of Trustees to issue preferred shares with terms that may discourage a third party from acquiring us. Our declaration of trust permits our Board of Trustees to issue up to 40,000,00020.0 million preferred shares, having those preferences, conversion or other rights, voting powers, restrictions, limitations as to distributions, qualifications, or terms or conditions of redemption as determined by our Board of Trustees. Any preferred shares that we issue likely would rank senior to our common shares with respect to payment of distributions, in which case we could not pay any distributions on our common shares until full distributions were paid with respect to such preferred shares. 
(3) Our declaration of trust and bylaws contain other possible anti-takeover provisions. Our declaration of trust and bylaws contain other provisions such as advance notice requirements for shareholder proposals, the ability of our Board of Trustees'Trustees to reclassify shares or issue additional shares, and the absence of cumulative voting rights that may have the effect of delaying, deferring or preventing a change in control of our companythe Company or the removal of existing management.

(4) 
Certain provisionsThe Maryland General Corporation Law, as amended (the “MGCL”) permits our board of Maryland law could inhibit changestrustees, without shareholder approval and regardless of what is currently provided in control.our declaration of trust or bylaws, to implement certain takeover defenses.
Maryland law includes “business combination moratorium/fair price” provisions that, subject to limitations, prohibit certain business combinations with 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 business combinations, and “control share” provisions that provide that “control shares” (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 certain acquisitions 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. Although we have opted out of these provisions of Maryland law, our Board of Trustees may opt to make these provisions applicable to us at any time, which may have the effect of inhibiting a third party from making a proposal to acquire us or of impeding a change of control under circumstances that otherwise could provide the holders of our common shares with the opportunity to realize a premium over the then-prevailing market price of such shares.
A substantial number of common shares eligible for future issuance or sale could cause our common share price to decline significantly and may be dilutive to current shareholders.
Our declarationbylaws provide that the Circuit Court for Baltimore City, Maryland will be the exclusive forum for any internal corporate claims and other matters, which could limit our shareholders’ ability to obtain a favorable judicial forum for disputes with us or our trustees, officers, employees or shareholders.
Our bylaws provide that the Circuit Court for Baltimore City, Maryland, or, if that Court does not have jurisdiction, the United States District Court for the District of trust authorizes our Board of Trustees to, among other things, issue additional common shares without shareholder approval. The issuance of substantial numbers of our common sharesMaryland, Northern Division, shall be the sole and exclusive forum for (i) any Internal Corporate Claim as defined under the MGCL, (ii) any derivative action or proceeding brought in the public marketright or on behalf of the Company, (iii) any action asserting a claim of breach of any duty owed by any trustee, officer, employee or agent of the Company to the Company or our shareholders, (iv) any action asserting a claim against the Company or any trustee, officer, employee or agent of the Company arising pursuant to any provision of the MGCL, our Declaration of Trust or our bylaws, or (v) any action asserting a claim against the Company or any trustee, officer, employee or agent of the Company that is governed by the internal affairs doctrine.
The federal district courts of the United States shall, to the fullest extent permitted by law, be the sole and exclusive forum for the resolution of any complaint asserting a cause of action arising under the Securities Act. Since Section 22 of the Securities Act creates concurrent jurisdiction for federal and state courts over all suits brought to enforce any duty or liability created by the Securities Act or the sale by existingrules and regulations thereunder, there is uncertainty as to whether a court would enforce an exclusive forum provision for actions arising under the Securities Act. The provision may limit a shareholder’s ability to bring a claim in a judicial forum that it finds favorable for disputes with us or our trustees, officers, employees or shareholders, which may discourage such lawsuits. Alternatively, if a court were to find the choice of forum provision contained in our bylaws to be inapplicable or the perceptionunenforceable in an action, we may incur additional costs associated with resolving such action in other jurisdictions, which could materially and adversely affect us.
Heightened focus on corporate responsibility, specifically related to environmental, social and governance (“ESG”) factors, may impose additional costs and expose us to risks that such issuances or sales might occur, could adversely affectimpact our financial condition and the per share trading price of our common shares, dilutesecurities.
Investors and other stakeholders have become more focused on understanding how companies address a variety of ESG factors and may use these factors to guide their investment strategies. Potential and current employees, vendors and business partners may also consider these factors when establishing and extending relationships with us. We are focused on being a responsible corporate citizen and provide disclosure regarding our existing shareholders' interestsESG programs within our Corporate Responsibility Report for 2021, which is published on our website. We also use GRESB, an independent organization that provides validated ESG performance data and peer benchmarks, as a method of engaging with shareholders. The focus and activism related to ESG and related matters may constrain our business operations or increase expenses. We may face reputational damage in our company or impact our ability to sell equity or equity-related securities in the future at a time and price that we deem appropriate. As of December 31, 2020, we had outstanding 84,187,999 common shares, substantially all of which are freely tradable.  In addition, 2,523,861 units of our Operating Partnership were
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ownedevent our corporate responsibility initiatives do not meet the standards set by various constituencies, including those of third-party providers of corporate responsibility ratings and reports. In addition, the SEC is currently evaluating potential new ESG disclosures and other requirements that would impact us. Furthermore, should peer companies outperform us in such metrics, potential or current investors may elect to invest with our competitors, and employees, vendors and business partners may choose not to do business with us, which could have an adverse impact on our financial condition and the price of our securities.
Our rights and the rights of our shareholders to take action against our trustees and officers are limited.
Maryland law provides that a trustee has no liability in that capacity if he or she satisfies his or her duties to us and our shareholders. Under current Maryland law, our trustees and officers will not have any liability to us or our shareholders for money damages, except for liability resulting from (a) actual receipt of an improper benefit or profit in money, property or services or (b) active or deliberate dishonesty established in a judgment or other final adjudication to be material to the cause of action.
In addition, our charter and bylaws require us to indemnify our trustees and officers for actions taken by them in those capacities to the maximum extent permitted by Maryland law. As a result, we and our shareholders may have more limited rights against our trustees and officers than might otherwise exist. Accordingly, in the event that actions taken in good faith by any of our trustees or officers impede our performance, our shareholders’ ability to recover damages from such trustees or officers will be limited. In addition, we will be obligated to advance the defense costs incurred by our trustees and executive officers and other individuals as of December 31, 2020, and are redeemable bymay, in the holder for cash or, at our election, common shares. Pursuant to registration rights of certaindiscretion of our executiveBoard of Trustees, advance the defense costs incurred by our officers, employees and other individuals, we filed a registration statementagents, in connection with the SEC to register common shares issued (or issuable upon redemption of units in our Operating Partnership) in our formation transactions. As units are redeemed for common shares, the market price of our common shares could drop significantly if the holders of such shares sell them or are perceived by the market as intending to sell them. legal proceedings.
Certain officers and trustees may have interests that conflict with the interests of shareholders.
Certain of our officers own limited partner units in our Operating Partnership. These individuals may have personal interests that conflict with the interests of our shareholders with respect to business decisions affecting us and our Operating Partnership, such as interests in the timing and pricing of property salesdispositions or refinancing transactions in order to obtain favorable tax treatment. As a result, the effect of certain transactions on these unit holders may influence our decisions affecting these properties. property dispositions or refinancing transactions.
Departure or loss of our key officers could have an adverse effect on us.
Our future success depends, to a significant extent, upon the continued services of our existing executive officers whose experience in real estate acquisition, development,acquisitions, developments, finance and management is a critical element of our future success. If one or more of our key executive officers were to die, become disabled or otherwise leave our employ,the Company, we may not be able to replace this person with an executive of equal skill, ability, and industry expertise within a reasonable timeframe, which could negatively affect our operations and financial condition.
Our rights and the rights of our shareholders to take action against our trustees and officers are limited.
Maryland law provides that a director or officer has limited liability in that capacity if he or she performs his or her duties in good faith and in a manner that he or she reasonably believes to be in our best interests and that an ordinarily prudent person in a like position would use under similar circumstances. Our declaration of trust and bylaws require us to indemnify our trustees and officers for actions taken by them in those capacities to the extent permitted by Maryland law. 
Our shareholders have limited ability to prevent us from making any changes to our policies that they believe could harm our business, prospects, operating results or share price.
Our investment, financing, borrowing and dividend policies and our policies with respect to all other activities, including growth, debt, capitalization and operations, will be determined by our management and, in certain cases, approved by our Board of Trustees. These policies may be amended or revised from time to time at the discretion of our Board of Trustees without a vote of our shareholders. This means that our shareholders will have limited control over changes in our policies. Such changes in our policies intended to improve, expand or diversify our business may not have the anticipated effects and consequently may adversely affect our business and prospects, results of operations and share price. 
Our common share price could be volatile and could decline, resulting in a substantial or complete loss of our shareholders’ investment.
The stock markets (including The New York Stock Exchange (the “NYSE”) on which we list our common shares) have experienced and from time to time do experience significant price and volume fluctuations. The market price of our common shares could be similarly volatile, and investors in our shares may experience a decrease in the value of their shares, including decreases that may not be related to our operating performance or prospects, including the risk factors described in "Forward-Looking Statements" included elsewhere in this Annual Report on From 10-K.
Changes in accounting standards may adversely impact our financial results.

    The Financial Accounting Standards Board (the “FASB”), in conjunction with the SEC, has issued and may issue key pronouncements that impact how we account for our material transactions, including, but not limited to, lease accounting, business combinations and the recognition of other revenues. We are unable to predict which, if any, proposals may be issued in the future or what level of impact any such proposal could have on the presentation of our consolidated financial statements, our results of operations and the financial ratio required by our debt covenants.

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The cash available for distribution to our shareholders may not be sufficient to pay distributions at expected levels, nor can we assure you of our ability to make distributions in the future, and we may use borrowed funds to make cash distributions and/or may choose to make distributions in part payable in our common shares.
To qualify as a REIT, we are required to distribute to our shareholders each year at least 90% of our “REIT taxable income” (determined before the deduction for dividends paid and excluding net capital gains). In order to eliminate U.S. federal income tax, we are required to distribute annually 100% of our net taxable income, including capital gains. If cash available for distribution generated by our assets decreases in future periods from expected levels, our inability to make expected distributions could result in a decrease in the market price of our common shares. All distributions will be made at the discretion of our Board of Trustees and will depend onupon our earnings, our financial condition, maintenance of our REIT qualification and other factors as our Board of Trustees may deem relevant from time to time. We may not be able to make distributions in the future.future at current levels or at all. In addition, some of our distributions may include a return of capital. To the extent that we decide to make distributions in excess of our current and accumulated earnings and profits, such distributions would generally be considered a return of capital for U.S. federal income tax purposes to the extent of the holder’s adjusted tax basis in his or hertheir common shares. A return of capital is not taxable, but it has the effect of reducing the holder’s adjusted tax basis in itstheir investment. To the extent that distributions exceed the adjusted tax basis of a holder’s shares, they will be treated as gain from the sale or exchange of such shares. If we borrow to fund distributions, our future interest costs would increase, thereby reducing our earnings and cash available for distribution from what they otherwise would have been. Finally, although we do not currently intend to do so, in order to maintain our REIT qualification, we may make distributions that are in part payable in our common shares. Taxable shareholders receiving such distributions will be required to include the full amount of such
22

distributions as ordinary dividend income to the extent of our current or accumulated earnings and profits and may be required to sell shares received in such distribution or may be required to sell other shares or assets owned by them, at a time that may be disadvantageous, in order to satisfy any tax imposed on such distribution. If a significant number of our shareholders determine that they need to sell common shares in order to pay taxes owed on dividend income, such sale may put downward pressure on the market price of our common shares.

Future offerings of debt securities, which would be senior to our equity securities, may adversely affect the market pricesprice of our common shares.
In the future, we may attempt to increase our capital resources by making offerings of debt securities, including unsecured notes, medium term notes, and senior or subordinated notes, as well as debt securities that are convertible into equity. Holders of our debt securities will generally be entitled to receive interest payments, both current and in connection with any liquidation or sale, prior to the holders of our common shares being entitled to receive distributions.shares. Future offerings of debt securities, or the perception that such offerings may occur, may reduce the market pricesprice of our common shares and/or the distributions that we pay with respect to our common shares. Because we may generally issue such debt securities in the future without obtaining the consent of our shareholders, our shareholders will bear the risk of our future offerings reducing the market prices of our equity securities.

RISKS RELATED TO TAX MATTERS
If the Merger did not qualify as a reorganization, there may be adverse tax consequences.
FailureThe parties intended that the Merger will be treated as a reorganization within the meaning of our companySection 368(a) of the Code, and it was a condition to the Merger that we and RPAI received opinions from each party’s respective counsel to the effect that, for U.S. federal income tax purposes, the Merger constitutes a reorganization within the meaning of Section 368(a) of the Code. These tax opinions represent the legal judgment of counsel rendering the opinion and are not binding on the Internal Revenue Service (the “IRS”) or the courts. If the Merger were to fail to qualify as a reorganization, U.S. holders of shares of RPAI common stock generally would recognize gain or loss, as applicable, equal to the difference between (i) the sum of the fair market value of the Company’s common shares and cash in lieu of fractional common shares of the Company received by such holder in the Merger and (ii) such holder’s adjusted tax basis in their RPAI common stock.
We may incur adverse tax consequences if we fail, or RPAI has failed, to qualify as a REIT would have serious adverse consequences to us and our shareholders.
for U.S. federal income tax purposes.
We believe that we have qualified for taxation as a REIT for U.S. federal income tax purposes commencing with our taxable year ended December 31, 2004.  We2004, and that RPAI had operated in a manner that allowed it to qualify as a REIT, and we intend to operate in a manner we believe allows us to continue to meet the requirements for qualification and taxationqualify as a REIT but we cannot assure shareholders that we will qualify as a REIT.for U.S. federal income tax purposes. We have not requested and do not plan to request a ruling from the IRS that we qualify as a REIT, and the statements in this Annual Report on Form 10-K are not binding on the IRS or any court. AsQualification as a REIT we generally will not be subject to U.S. federal income tax on our income that we distribute currently to our shareholders. Manyinvolves the application of the REIT requirements, however, are highly technical and complex.complex provisions of the Code for which there are only limited judicial and administrative interpretations. The determination that we are a REIT requires an analysis of various factual matters and circumstances that may not be totallyentirely within our control. For example,control may affect our ability to qualify as a REIT, at least 95% of our gross income must come from specific passive sources, such as rent, that are itemized in the REIT tax laws.REIT. In addition,order to qualify as a REIT, we cannot own specified amountsand RPAI must satisfy a number of debtrequirements, including the ownership of our stock and equity securitiesthe composition of some issuers. We also are requiredour gross income and assets. Also, a REIT must make distributions to distribute to our shareholders with respect to each yearaggregating annually at least 90% of our “REITits net taxable income” (determined before the deduction for dividends paid and excludingincome (excluding any net capital gains). The fact that we hold substantially all of our assets through our Operating Partnership and its subsidiaries and joint ventures further complicates the application of the REIT requirements for us. Even a technical or inadvertent mistake could jeopardize our REIT status, and, given the highly complex nature of the rules governing REITs and the ongoing importance of factual determinations, we cannot provide any assurance that we will continue to qualify as a REIT. Furthermore, Congress and the IRS might make changes to the tax laws and regulations, and the courts might issue new ruling, that make it more difficult, or impossible, for us to remain qualified as a REIT. 
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If we fail to qualify as a REIT for U.S. federal income tax purposes and are unable to avail ourselves of certain savings provisions set forth in the Code:

Code, we will face serious tax consequences that would substantially reduce our cash available for distribution because:
•Wewe would be taxedsubject to U.S. federal income tax on our net income at regular corporate rates for the years we did not qualify for taxation as a non-REIT "C" corporation, which under current laws, among other things, meansREIT (and, for such years, would not being able to takebe allowed a deduction for distributionsdividends paid to shareholders in computing our taxable income or pass through long term capital gainsincome);
•for tax years beginning after December 31, 2022, we would possibly be subject to individual shareholders at favorable ratescertain taxes enacted by the Inflation Reduction Act of 2022 that are applicable to non-REIT corporations, including the nondeductible one percent excise tax on certain stock repurchases;
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•we could be subject to the federal alternative minimum tax and possibly increased state and local taxes;

taxes for such periods;
•We would not be ableunless we are entitled to relief under applicable statutory provisions, neither the Company nor any “successor” corporation, trust or association could elect to be taxed as a REIT until the fifth taxable year following the year during which we were disqualified;
•if we were to re-elect REIT status, we would have to distribute all earnings and profits from non-REIT years before the end of the first new REIT taxable year; and
•for fourthe five years following re-election of REIT status, upon a taxable disposition of an asset owned as of such re-election, we would be subject to corporate level tax with respect to any built-in gain inherent in such asset at the time of re-election.
Even if we retain our REIT status, if RPAI loses its REIT status for a taxable year before the Merger, we will face serious tax consequences that would substantially reduce our cash available for distribution because:
•unless we are entitled to relief under applicable statutory provisions, the Company, as the “successor” trust to RPAI, could not elect to be taxed as a REIT until the fifth taxable year following the year during which RPAI was disqualified;
•the Company, as the successor by Merger to RPAI, would be subject to any corporate income tax liabilities of RPAI, including penalties and interest;
•assuming that we otherwise maintained our REIT qualification, we would be subject to tax on the built-in gain on each asset of RPAI existing at the time of the Merger if we were to dispose of the RPAI asset for up to five years following the year we first failed to qualify;

Merger; and
•Weassuming that we otherwise maintained our REIT qualification, we would succeed to any earnings and profits accumulated by RPAI for taxable periods that it did not qualify as a REIT, and we would have to pay a special dividend and/or employ applicable deficiency dividend procedures (including interest payments to the IRS) to eliminate such earnings and profits.
In addition, if there is an adjustment to RPAI’s taxable income or deductions for dividends paid, we could elect to use the deficiency dividend procedure in order to maintain RPAI’s REIT status. That deficiency dividend procedure could require us to make significant income taxes, which would reduce our net earnings available for investment or distributiondistributions to our shareholders. Moreover, suchshareholders and pay significant interest to the IRS.
As a result of these factors, our failure would cause an event of default under our Credit Facility and unsecured term loans and may adversely affect(before or after the Merger), or RPAI’s failure (before the Merger), to qualify as a REIT could impair our ability to grow our business and raise capital and to service our debt.  This likely would have a significant adverse effect on our earnings andmaterially adversely affect the value of our securities. In addition, we would no longer be required to pay any distributions to shareholders; andcommon shares.

•We would be required to pay penalty taxes of $50,000 or more for each such failure.  
We will pay some taxes even if we qualify as a REIT.
Even if we qualify as a REIT for U.S. federal income tax purposes, we will be required to pay certain U.S. federal, state and local taxes on our income and property. For example, we will be subject to income tax to the extent we distribute less than 100% of our REIT taxable income (including capital gains). Additionally, we will be subject to a 4% nondeductible excise tax on the amount, if any, by which dividends paid by us in any calendar year are less than the sum of 85% of our ordinary income, 95% of our capital gain net income and 100% of our undistributed income from prior years. Moreover, if we have net income from “prohibited transactions,” that income will be subject to a 100% penalty tax.
In addition, any net taxable income earned directly by our TRS, or through entities that are disregarded for U.S. federal income tax purposes as entities separate from our TRS, will be subject to U.S. federal and possibly state corporate income tax. We have elected to treat Kite Realty Holdings, LLC as a TRS. In addition, in connection with the Merger, we assumed RPAI’s existing TRS, IWR Protective Corporation, as a TRS of the Operating Partnership, and we may elect to treat other subsidiaries as taxable REIT subsidiariesTRSs in the future. In this regard, several provisions of the laws applicable to REITs and their subsidiaries ensure that a TRS will be subject to an appropriate level of U.S. federal income taxation. For example, a TRS is limited in its ability to deduct interest payments made to an affiliated REIT. In addition, the REIT has to pay a 100% penalty tax on some payments that it receives or on some deductions taken by the taxable REIT subsidiariesTRS if the economic arrangements between the REIT, the REIT’s tenants, and the TRS are not comparable to similar arrangements between unrelated parties. Finally, some state and local jurisdictions may tax some of our income even though as a REIT, we are not subject to U.S. federal income tax on that income because not all states
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and localities treat REITs the same way they are treated for U.S. federal income tax purposes. To the extent that we and our affiliates are required to pay U.S. federal, state and local taxes, we will have less cash available for distributions to our shareholders.
REIT distribution requirements may increase our indebtedness.
We may be required from time to time, under certain circumstances, to accrue income for tax purposes that has not yet been received. In such event, or upon our repayment of principal on our outstanding debt, we could have taxable income without sufficient cash to enable us to meet the distribution requirements of a REIT. Accordingly, we could be required to borrow funds or liquidate investments on adverse terms in order to meet these distribution requirements. Additionally, the sale of properties resulting in significant tax gains could require higher distributions to our shareholders or payment of additional income taxes in order to maintain our REIT status.

Complying with REIT requirements may limit our ability to hedge effectively and may cause us to incur tax liabilities.
The REIT provisions of the Code may limit our ability to hedge our assets and operations. Under these provisions, any income that we generate from transactions intended to hedge our interest rate risk will be excluded from gross income for purposes of the REIT 75% and 95% gross income tests if the instrument hedges interest rate risk on liabilities used to carry or acquire real estate assets or manages the risk of certain currency fluctuations, and such instrument is properly identified under applicable Treasury Regulations. Income from hedging transactions that dodoes not meet these requirements will generally constitute non-qualifying income for purposes of both the REIT 75% and 95% gross income tests. As a result of these rules, we
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may have to limit our use of hedging techniques that might otherwise be advantageous or implement those hedges through a TRS. This could increase the cost of our hedging activities because our TRS would be subject to tax on gains or expose us to greater risks associated with changes in interest rates than we would otherwise want to bear.
Complying with the REIT requirements may cause us to forgo and/or liquidate otherwise attractive investments.
To qualify as a REIT, we must continually satisfy tests concerning, among other things, (i) the sources of our income, (ii) the nature and diversification of our assets, (iii) the amounts that we distribute to our shareholders, and (iv) the ownership of our common shares. ToIn order to meet these tests, we may be required to take actions we would otherwise prefer not to take or forgo taking actions that we would otherwise consider advantageous. For instance, in order to satisfy the gross income or asset tests applicable to REITs under the Code, we may be required to forgo investments that we might otherwise would make. Furthermore, we may be required tomake or liquidate from our portfolio investments that otherwise attractive investments.would be considered attractive. In addition, we may be required to make distributions to our shareholders at disadvantageous times or when we do not have funds readily available for distribution.available. These actions could reduce our income and amounts available for distribution to our shareholders. Thus, compliance with the REIT requirements may hinder our investment performance.
Dividends paid by REITs generally do not qualify for effective tax rates as low as dividends paid by non-REIT "C"“C” corporations.
The maximum rate applicable to “qualified dividend income” paid by non-REIT “C” corporations to certain non-corporate U.S. shareholders has been reduced by legislation to 23.8% (taking into account the 3.8% Medicare tax applicable to net investment income). Dividends payable by REITs, however, generally are not eligible for the reduced rates. Effective for taxable years beginning after December 31, 2017 and before January 1, 2026, non-corporate shareholders may deduct 20% of their dividends from REITs (excluding qualified dividend income and capital gains dividends). For non-corporate shareholders in the top marginal tax bracket of 37%, the deduction for REIT dividends yields an effective income tax rate of 29.6% on REIT dividends, which is higher than the 20% tax rate on qualified dividend income paid by non-REIT “C” corporations. This does not adversely affect the taxation of REITs,REITs; however, it could cause certain non-corporate investors to perceive investments in REITs to be relatively less attractive than investments in the shares of non-REIT “C” corporations that pay dividends, which could adversely affect the value of our common shares.
If a transaction intended to qualify as a Code Section 1031 tax-deferred exchange (a “1031 Exchange”) is later determined to be taxable, we may face adverse consequences.
From time to time, we may dispose of properties in transactions that are intended to qualify as 1031 Exchanges. It is possible that the qualification of a transaction as a 1031 Exchange could be challenged and determined to be currently taxable. In such case, our taxable income and earnings and profits would increase, which could increase the income applicable to our shareholders and, therefore, may require additional distributions to shareholders or, in lieu of that, require us to pay corporate income tax, possibly including interest and penalties. Moreover, it is possible that legislation could be enacted that could modify or repeal the laws with respect to 1031 Exchanges, which could make it more difficult or impossible for us to dispose of properties on a tax-deferred basis.
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If the Operating Partnership fails to qualify as a partnership for U.S. federal income tax purposes, we could fail to qualify as a REIT and suffer other adverse consequences.
consequences.
We believe that our Operating Partnership is organized and operated in a manner so as to be treated as a partnership and not an association or a publicly traded partnership taxable as a corporation for U.S. federal income tax purposes. As a partnership, our Operating Partnership is not subject to U.S. federal income tax on its income. Instead, each of the partners is allocated its share of our Operating Partnership’s income. No assurance can be provided, however, that the IRS will not challenge our Operating Partnership’s status as a partnership for U.S. federal income tax purposes or that a court would not sustain such a challenge. If the IRS were successful in treating our Operating Partnership as an association or publicly traded partnership taxable as a corporation for U.S. federal income tax purposes, we would fail to meet the gross income tests and certain of the asset tests applicable to REITs and, accordingly, would cease to qualify as a REIT. Also, the failure of the Operating Partnership to qualify as a partnership would cause it to become subject to U.S. federal corporate income tax, which would reduce significantly the amount of its cash available for distribution to its partners, including us.

There is a risk that the tax laws applicable to REITs may change.
The IRS, the United StatesU.S. Treasury Department and Congress frequently review U.S. federal income tax legislation, regulations and other guidance. The Company cannot predict whether, when or to what extent new U.S. federal tax laws, regulations, interpretations or rulings will be adopted. Any legislative action may prospectively or retroactively modify the Company'sCompany’s tax treatment and, therefore, may adversely affect our taxation or the taxation of our shareholders. We urge you to consult with your tax advisor with respect to the status of legislative, regulatory or administrative developments and proposals and their potential effect on an investment in our stock. Although REITs generally receive certain tax advantages compared to entities taxed as non-REIT “C” corporations, it is possible that future legislation would result in a REIT having fewer tax advantages, and it could become more advantageous for a company that invests in real estate to elect to be treated for U.S. federal income tax purposes as a non-REIT “C” corporation.



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ITEM 1B. UNRESOLVED STAFF COMMENTS
None


None.

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ITEM 2. PROPERTIES
Retail Operating Properties
As of December 31, 2020,2022, we owned interests in a portfolio of 83183 operating retail properties totaling approximately 28.8 million square feet and one office property with 0.3 million square feet in 24 states. Of the 183 operating retail properties, 11 contain an office component. We also own interests in three development projects under construction. See “Schedule III – Consolidated Real Estate and Accumulated Depreciation” for a list of encumbrances on our properties.
Operating Properties
The following table summarizes the geographic diversity of the Company’s retail operating properties totaling approximately 16.3 million square feet of total GLA (including approximately 4.6 million square feet of non-owned anchor space).  The following table sets forth more specific information with respect to our retail operating propertiesby region and state, ranked by ABR, as of December 31, 2020:2022 (GLA and ABR in thousands):
Region/State
Number of Properties(1)
Owned
GLA/NRA(2)
Total
Weighted
Retail ABR(3)
% of
Weighted
Retail ABR(3)
South
Texas45 7,620 $148,879 25.7 %
Florida30 3,580 62,804 10.9 %
Maryland9 1,784 39,074 6.8 %
North Carolina8 1,536 31,443 5.4 %
Virginia7 1,135 29,566 5.1 %
Georgia10 1,707 26,235 4.5 %
Tennessee3 580 8,317 1.4 %
Oklahoma3 505 7,951 1.4 %
South Carolina2 258 3,126 0.5 %
Total South117 18,705 357,395 61.7 %
West
Washington10 1,683 30,979 5.4 %
Nevada5 839 27,794 4.8 %
California3 655 16,416 2.8 %
Arizona5 725 15,116 2.6 %
Utah2 388 8,026 1.4 %
Total West25 4,290 98,331 17.0 %
Midwest
Indiana15 1,624 29,290 5.1 %
Illinois8 1,163 24,360 4.2 %
Michigan1 308 7,150 1.2 %
Missouri1 453 4,197 0.7 %
Ohio1 236 1,912 0.3 %
Total Midwest26 3,784 66,909 11.5 %
Northeast
New York8 1,083 34,553 6.0 %
New Jersey4 340 11,681 2.0 %
Massachusetts1 272 4,873 0.8 %
Connecticut1 206 3,639 0.6 %
Pennsylvania1 136 1,982 0.4 %
Total Northeast15 2,037 56,728 9.8 %
Total183 28,816 $579,363 100.0 %

(1)Number of properties represents consolidated and unconsolidated retail properties.
(2)Owned GLA/NRS represents gross leasable area owned by the Company and excludes the square footage of development and redevelopment projects.
(3)Total weighted retail ABR and percent of weighted retail ABR includes ground lease rent and represents the Company’s share of the ABR at consolidated and unconsolidated properties.

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Property1
Location (MSA)Year
Built/
Renovated
Owned GLA2
Leased %ABR
per SqFt
Grocery Anchors4
Other Retailers4
TotalAnchorsShopsTotalAnchorsShops
Arizona
The CornerTucson200879,902 55,883 24,019 100.0 %100.0 %100.0 %$30.87 Total Wine & MoreNordstrom Rack, Panera Bread, (Home Depot)
Connecticut
Crossing at Killingly CommonsWillimantic, CT2010206,560 149,202 57,358 79.0 %85.7 %61.7 %14.77 Stop & Shop Supermarket, (Target)TJ Maxx, Michaels, Petco, Staples, Lowe's Home Improvement Center
Florida
12th Street PlazaVero Beach1978/2003135,016 121,376 13,640 75.7 %73.0 %100.0 %11.32 PublixTuesday Morning
Bayport CommonsTampa200898,668 73,045 25,623 100.0 %100.0 %100.0 %17.85 (Target)Burlington, PetSmart, Michaels
Centre Point CommonsSarasota2007119,366 93,574 25,792 97.4 %100.0 %88.2 %17.75 Best Buy, Dick's Sporting Goods, Office Depot, Panera Bread, (Lowe's Home Improvement Center)
Cobblestone PlazaMiami2011133,251 68,219 65,032 96.7 %100.0 %93.2 %28.72 Whole FoodsParty City, Planet Fitness
Colonial SquareFort Myers2010186,517 150,505 36,012 88.1 %100.0 %38.4 %11.89 Kohl's, Hobby Lobby, PetSmart
Delray MarketplaceMiami2013260,347 118,136 142,211 94.9 %100.0 %90.6 %26.39 PublixParagon Theatres, Burt & Max's, Ann Taylor Loft, Chico's, White House Black Market
Estero Town CommonsFort Meyers200625,696 — 25,696 94.7 %0.0 %94.7 %15.53 Lowe's Home Improvement Center, Dollar Tree
Hunter's Creek PromenadeOrlando1994119,738 55,999 63,739 99.1 %100.0 %98.3 %15.94 Publix
Indian River SquareVero Beach1997/2004142,622 109,000 33,622 95.9 %100.0 %82.7 %11.2 (Target)Beall's, Office Depot, Dollar Tree, Panera
International Speedway SquareDaytona Beach1999/2013233,424 203,405 30,019 79.2 %82.3 %57.9 %12.24 Total Wine & MoreBed Bath & Beyond, Old Navy, Staples, Michaels, Dick’s Sporting Goods, Shoe Carnival
Kings Lake SquareNaples1986/201488,611 45,600 43,011 99.1 %100.0 %98.1 %19.37 Publix
Lake City CommonsLake City200865,746 45,600 20,146 100.0 %100.0 %100.0 %15.92 Publix
Lake City Commons - Phase IILake City201116,291 12,131 4,160 100.0 %100.0 %100.0 %15.89 PublixPetSmart
Lake Mary PlazaOrlando200921,385 14,880 6,505 100.0 %100.0 %100.0 %38.22 Walgreens
Lithia CrossingTampa2003/201390,522 53,547 36,975 58.9 %32.8 %96.8 %22.8 The Fresh MarketChili's, Panera Bread
Miramar SquareMiami2008231,680 147,505 84,175 94.7 %100.0 %85.3 %18.13 Sprouts Farmers MarketKohl's, Miami Children's Hospital
Northdale PromenadeTampa1985/2017179,559 130,269 49,290 95.0 %100.0 %81.9 %12.64 (Winn Dixie)TJ Maxx, Ulta Beauty, Beall's, Crunch Fitness, Tuesday Morning
Pine Ridge CrossingNaples1993105,986 66,435 39,551 94.2 %100.0 %84.5 %18.1 Publix, (Target)Ulta Beauty, (Beall's)
Pleasant Hill CommonsOrlando200870,645 45,600 25,045 100.0 %100.0 %100.0 %16.06 Publix
Riverchase PlazaNaples1991/200178,291 48,890 29,401 96.3 %100.0 %90.3 %17.24 Publix
Saxon CrossingDaytona Beach2009119,909 95,304 24,605 96.0 %100.0 %80.5 %15.29 (Target)Hobby Lobby, LA Fitness, (Lowe's Home Improvement Center)
Shoppes of EastwoodOrlando199769,076 51,512 17,564 90.1 %100.0 %61.1 %12.52 Publix
Shops at Eagle CreekNaples1983/201370,731 50,187 20,544 95.8 %100.0 %85.7 %16.23 The Fresh MarketStaples, Panera Bread, (Lowe's Home Improvement Center)
Tamiami CrossingNaples2016121,591 121,591 — 73.7 %73.7 %0.0 %13.46 Aldi, (Walmart)Marshalls, Michaels, PetSmart, Ross Stores, Ulta Beauty
Development and Redevelopment Projects


28

Property1
Location (MSA)Year
Built/
Renovated
Owned GLA2
Leased %ABR
per SqFt
Grocery Anchors4
Other Retailers4
TotalAnchorsShopsTotalAnchorsShops
Tarpon Bay PlazaNaples200781,864 59,442 22,422 100.0 %100.0 %100.0 %17.77 (Target)PetSmart, Cost Plus World Market, Ross Stores, Panera Bread
The Landing at TraditionPort St. Lucie2007359,227 283,208 76,019 88.4 %89.8 %82.9 %15.39 (Target)TJ Maxx, Ulta Beauty, Burlington, Bed Bath & Beyond, LA Fitness, Michaels, Old Navy, PetSmart, DSW, Five Below, Ross Stores
The Shops at Julington CreekJacksonville201140,254 21,038 19,216 100.0 %100.0 %100.0 %20.87 The Fresh Market
Tradition Village CenterPort St. Lucie200685,057 45,600 39,457 96.9 %100.0 %93.3 %18.75 Publix
Waterford Lakes VillageOrlando199778,007 51,703 26,304 98.4 %100.0 %95.2 %13.91 
Georgia
Mullins CrossingAugusta2005276,318 228,224 48,094 99.3 %100.0 %96.1 %13.39 (Target)Ross Stores, Old Navy, Five Below, Kohls, La-Z-Boy, Marshalls, Office Max, Petco, Ulta Beauty, Panera Bread
Illinois
Naperville MarketplaceChicago200883,759 61,683 22,076 97.7 %100.0 %91.1 %14.01 (Caputo's Fresh Market)TJ Maxx, PetSmart
Indiana
54th & CollegeIndianapolis2008— — — — %— %— %— The Fresh Market
Bridgewater MarketplaceWestfield200825,975 — 25,975 100.0 %0.0 %100.0 %22.15 (Walgreens), The Local Eatery, Original Pancake House
Castleton CrossingIndianapolis1975/2012286,377 247,710 38,667 97.4 %100.0 %80.6 %12.21 TJ Maxx/HomeGoods, Burlington, Shoe Carnival, Value City Furniture, K&G Menswear, Chipotle, Verizon, Five Below
Cool Creek CommonsWestfield2005125,072 54,401 70,671 68.1 %36.0 %92.8 %23.50 The Fresh MarketMcAlister's Deli, Buffalo Wild Wings, Pet People
Depauw University Bookstore and CaféIndianapolis201211,974 — 11,974 100.0 %0.0 %100.0 %9.17 Follett's, Starbucks
Eddy Street Commons at Notre DameSouth Bend200987,987 20,154 67,833 96.1 %100.0 %95.0 %27.32 Hammes Bookstore & Cafe, Chipotle, Urban Outfitters, Five Guys, Kilwins, Blaze Pizza
Fishers StationFishers1989/201852,395 15,441 36,954 78.8 %100.0 %70.0 %16.83 Dollar Tree, Goodwill
Geist PavilionFishers200663,910 29,700 34,210 97.6 %100.0 %95.6 %17.6 Ace Hardware, Goodwill, Ale Emporium, Pure Barre
Greyhound CommonsCarmel20059,152 — 9,152 100.0 %0.0 %100.0 %15.33 (Lowe's Home Improvement Center), Koto Japenese Steakhouse
Nora PlazaIndianapolis2004139,670 73,589 66,081 94.1 %100.0 %87.6 %15.29 Whole Foods, (Target)Marshalls
Rangeline CrossingCarmel1986/201399,497 48,171 51,326 66.4 %47.7 %84.0 %25.05 Walgreens, Panera Bread, City BBQ
Rivers EdgeIndianapolis2011150,463 117,890 32,573 98.9 %100.0 %95.0 %22.10 Nordstrom Rack, The Container Store, Arhaus Furniture, Bicycle Garage of Indy, Buy Buy Baby
Stoney Creek CommonsNoblesville2000/201384,226 84,226 — 64.1 %64.1 %0.0 %14.38 LA Fitness, Goodwill, (Lowe's Home Improvement Center)
Traders Point IIndianapolis2005211,545 170,809 40,736 94.4 %100.0 %70.9 %14.47 Dick's Sporting Goods, AMC Theatres, Michaels, Old Navy, PetSmart, Books-A-Million
Traders Point IIIndianapolis200545,978 — 45,978 90.4 %0.0 %90.4 %27.72Starbucks, Noodles & Company, Qdoba
29

Property1
Location (MSA)Year
Built/
Renovated
Owned GLA2
Leased %ABR
per SqFt
Grocery Anchors4
Other Retailers4
TotalAnchorsShopsTotalAnchorsShops
Nevada
Centennial CenterLas Vegas2002334,023 147,824 186,199 99.2 %100.0 %98.6 %25.95Sam's Club, WalmartRoss Stores, Big Lots, Famous Footwear, Michaels, Petco, Home Depot, HomeGoods, Skechers, Five Below, Sephora, Tillys
Centennial GatewayLas Vegas2005193,452 140,277 53,175 99.4 %100.0 %97.9 %24.40 Trader Joe'sParty City, Sportsman's Warehouse, Walgreens, UFC Fit
Eastern Beltway CenterLas Vegas1998/2006162,318 77,436 84,882 88.7 %100.0 %78.4 %27.21Sam's Club, WalmartPetco, Ross Stores, Skechers, Old Navy, (Home Depot)
Rampart CommonsLas Vegas2002/201879,314 11,965 67,349 100.0 %100.0 %100.0 %33.55Athleta, North Italia, Pottery Barn, Williams Sonoma, Flower Child, Crunch Fitness
New Jersey
Bayonne CrossingNew York / Northern New Jersey2011112,871 52,219 60,652 72.8 %41.2 %100.0 %34.41WalmartMichaels, Lowe's Home Improvement Center
Livingston Shopping CenterNew York / Northern New Jersey1997139,022 133,125 5,897 97.9 %100.0 %50.8 %20.93Cost Plus World Market, Buy Buy Baby, Nordstrom Rack, DSW, TJ Maxx, Ulta Beauty
New York
City CenterNew York / Northern New Jersey2004/2018363,023 325,139 37,884 97.0 %100.0 %70.9 %25.97ShopRiteNordstrom Rack, New York Sports Club, Burlington, Club Champion Golf, National Amusements
North Carolina
Eastgate CrossingRaleigh1958/2007156,276 62,386 93,890 72.7 %55.4 %84.2 %32.90Trader Joe'sChipotle, Petco, Starbucks, Ulta Beauty
Holly Springs Towne Center - Phase IRaleigh2013209,811 121,761 88,050 91.7 %100.0 %80.1 %18.28(Target)Dick's Sporting Goods, Marshalls, Petco, Ulta Beauty, Michaels, Old Navy, Five Below
Holly Springs Towne Center - Phase IIRaleigh2016145,043 111,843 33,200 98.8 %100.0 %94.6 %17.94(Target)Bed Bath & Beyond, DSW, AMC Theatres, 02 Fitness
Northcrest Shopping CenterCharlotte2008133,621 65,576 68,045 94.2 %100.0 %88.6 %23.74(Target)REI Co-Op, David's Bridal, Old Navy, Five Below
Oleander PlaceWilmington201245,524 30,144 15,380 100.0 %100.0 %100.0 %18.05Whole Foods
Parkside Town Commons - Phase IRaleigh201555,368 22,500 32,868 100.0 %100.0 %100.0 %26.23Harris Teeter/Kroger, (Target)Petco, Guitar Center
Parkside Town Commons - Phase IIRaleigh2017298,094 188,785 109,309 67.5 %50.6 %96.7 %22.21(Target)Golf Galaxy, Hobby Lobby, Chuy's, Starbucks, Panera Bread, Levity Live
Perimeter WoodsCharlotte2008125,579 105,175 20,404 100.0 %100.0 %100.0 %20.82Best Buy, Off Broadway Shoes, PetSmart, Michaels, (Lowe's Home Improvement Center)
Toringdon MarketCharlotte200461,101 26,546 34,555 97.9 %100.0 %96.3 %23.34Earth Fare
Ohio
Eastgate PavilionCincinnati1995236,230 231,730 4,500 100.0 %100.0 %100.0 %9.38Best Buy, Dick's Sporting Goods, Value City Furniture, Petsmart, DSW
Oklahoma
Belle Isle StationOklahoma City2000196,164 115,783 80,381 85.9 %100.0 %65.5 %17.42(Walmart)REI, Shoe Carnival, Old Navy, Ross Stores, Nordstrom Rack, Ulta Beauty, Five Below
Shops at MooreOklahoma City2010260,625 188,037 72,588 92.6 %94.6 %87.2 %12.35Bed Bath & Beyond, Best Buy, Hobby Lobby, Old Navy, PetSmart, Ross Stores

30


Property1
Location (MSA)Year
Built/
Renovated
Owned GLA2
Leased %ABR
per SqFt
Grocery Anchors4
Other Retailers4
TotalAnchorsShopsTotalAnchorsShops
Silver Springs PointeOklahoma City200148,440 20,515 27,925 83.0 %100.0 %70.4 %14.38(Sam's Club), (Walmart)Kohls, Office Depot, (Home Depot)
South Carolina
Publix at WoodruffGreenville199768,103 47,955 20,148 91.0 %100.0 %69.5 %10.54Publix
Shoppes at Plaza GreenGreenville2000189,730 162,068 27,662 82.6 %87.0 %56.8 %12.87 Bed Bath & Beyond, Christmas Tree Shops, American Freight, Party City, Shoe Carnival, Old Navy
Tennessee
Cool Springs MarketNashville1995230,981 172,712 58,269 97.8 %100.0 %91.4 %16.69 (Kroger)Dick's Sporting Goods, Marshalls, Buy Buy Baby, DSW, Staples, Jo-Ann Fabric, Panera Bread
Texas
Chapel Hill Shopping CenterDallas/Ft. Worth2001126,812 43,450 83,362 100.0 %100.0 %100.0 %26.68 H-E-B GroceryThe Container Store, Cost Plus World Market
Colleyville DownsDallas/Ft. Worth2014194,744 139,219 55,525 94.4 %100.0 %80.4 %15.68 Whole FoodsWestlake Hardware, Goody Goody Liquor, Petco, Fit Factory
Kingwood CommonsHouston1999158,109 74,836 83,273 51.5 %14.5 %84.7 %28.28 Petco, Chico's, Talbots, Ann Taylor
Market Street Village/
Pipeline Point		Dallas/Ft. Worth1970/2011156,621 136,742 19,879 100.0 %100.0 %100.0 %13.67 Jo-Ann Fabric, Ross Stores, Buy Buy Baby, Party City, Spec's Wine Spirits & Finer Foods
Plaza at Cedar HillDallas/Ft. Worth2000/2010295,665 234,358 61,307 92.4 %100.0 %63.1 %13.67 Sprouts Farmers Market, Total WineDSW, Ross Stores, Hobby Lobby, Office Max, Marshalls, Home Goods
Plaza VolenteAustin2004156,146 105,000 51,146 94.8 %100.0 %84.2 %$17.34 H-E-B Grocery
Portofino Shopping CenterHouston1999/2010369,802 218,861 150,941 83.2 %83.6 %82.6 %21.38(Sam's Club)DSW, Michaels, PGA Superstore, PetSmart, Old Navy, TJ Maxx, Nordstrom Rack, Five Below
Sunland Towne CentreEl Paso1996/2014306,454 265,037 41,417 98.9 %100.0 %91.7 %11.27Sprouts Farmers MarketPetSmart, Ross Stores, Bed Bath & Beyond, Spec's Fine Wines, At Home
Waxahachie CrossingDallas/Ft. Worth201097,127 72,191 24,936 100.0 %100.0 %100.0 %15.55Best Buy, PetSmart, Ross Stores, (Home Depot)
Westside MarketDallas/Ft. Worth201393,377 70,000 23,377 100.0 %100.0 %100.0 %16.66Randalls Tom Thumb
Utah
Draper CrossingSalt Lake City2012164,657 115,916 48,741 100.0 %100.0 %100.0 %17.28Kroger/Smith'sTJ Maxx, Dollar Tree, Downeast Home
Draper PeaksSalt Lake City2012227,667 101,464 126,203 91.5 %100.0 %84.7 %21.27 Michaels, Office Depot, Petco, Quilted Bear, Ross Stores, (Kohl's)
 Total11,661,7317,878,9593,782,77291.2 %92.9 %87.6 %$18.42 
Total at Pro-Rata Share11,328,3247,591,1863,737,13891.2 %93.0 %87.7 %$18.44 
31


____________________
1All properties are wholly owned, except as indicated through reference to Note 3 below. Unless otherwise noted, each property is owned in fee simple by the Company.
2Percentage of Owned GLA Leased reflects Owned GLA/NRA leased as of December 31, 2020, except for Greyhound Commons and 54th & College.
3Asset is owned in a joint venture.
4Tenants within parentheses are non-owned.
32

Office Operating Properties and Other

As of December 31, 2020, we owned interests in one office operating property, two parking garages, and one triple-net leased property. In addition, two of our retail properties contain stand-alone office components. Together, these properties have a total of 0.5 million square feet of net rentable area (“NRA”) of space.  The following table sets forth more specific information with respect to our office, parking and other properties as of December 31, 2020: 
($ in thousands, except per square foot data)
PropertyMSAYear Built/
Renovated		Acquired,
Redeveloped
or Developed		Owned
NRA		Percentage
Of Owned
NRA
Leased
Annualized
Base Rent1
Percentage
of
Annualized
Office and Other
Base Rent
Base Rent
Per Leased
Sq. Ft.		Major Tenants
Commercial Properties
Thirty South Meridian2
Indianapolis1905/2002Redeveloped284,874 94.6 %$5,448 67.2 %$20.22 Carrier, Kite Realty Group, Lumina Foundation
Union Station Parking Garage3
Indianapolis1986AcquiredN/AN/AN/AN/AN/ADenison Parking (manager)
Pan Am Plaza Parking Garage3
IndianapolisAcquiredN/AN/AN/AN/AN/ADenison Parking (manager)
Stand-alone Office Components of Retail Properties
Eddy Street Office (part of Eddy Street Commons)4
South Bend2009Developed81,628 100.0 %1,32416.4 %16.23 University of Notre Dame Offices
Tradition Village Office (part of Tradition Village Square)Port St. Lucie2006Acquired24,340 100.0 %7359.1 %30.19 
Total Commercial Properties390,842 96.1 %$7,507 92.7 %$20.00 
Other Properties
BurlingtonSan Antonio1992/2000Acquired107,400 100.0 %$591 7.3 %$5.50 Burlington
107,400 100.0 %$591 7.3 %$5.50 
Total Commercial and Other498,242 96.9 %$8,098 100.0 %$16.77 
Multi-Family/Lodging
Embassy Suites South Bend at Notre Dame5
South Bend2018Developed— N/A$— — %$— Full service hotel with 164 rooms
The Foundry Lofts and Apartments at Eddy StreetSouth Bend2009Developed— 100.0 %— — $— Air rights lease for apartment complex with 266 units
The Foundry Lofts and Apartments at Eddy Street Phase IISouth Bend2020Developed— 100.0 %— — $— Air rights lease for apartment complex with 453 units
Summit at City Center ApartmentsNew York / Northern New Jersey2004Acquired— 100.0 %— — $— Apartment complex with 24 units.

33

____________
1Annualized Base Rent represents the monthly contractual rent as of December 31, 2020 for each applicable property, multiplied by 12.
2Annualized Base Rent includes $859,256 from the Company and subsidiaries as of December 31, 2020, which is eliminated for purposes of our consolidated financial statement presentation.
3The garage is managed by a third party.
4The 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.
5Property owned in an unconsolidated joint venture.


Development Projects Under Construction

 In addition to our retail and office operating properties, as of December 31, 2020,2022, we owned an interest in twothree development projects currently under construction. The following table sets forth more specific information with respect to the Company’s active development projects as of December 31, 2020:2022 (dollars in thousands):
ProjectMetropolitan
Statistical Area (MSA)		KRG
Ownership %
Projected
Completion Date(1)
Total
Commercial GLA		Total
Multifamily Units
Total Project Costs – at KRG's Share(2)
KRG Equity
Requirement(2)
KRG
Remaining Spend		Estimated
Stabilized NOI
to KRG
Estimated Remaining
NOI to Come Online(3)
Active Projects
The Landing at Tradition – Phase IIPort St. Lucie, FL100%Q3 202339,900 — $11,200 $11,200 $4,600 $1.1M–$1.2M$0.3M–$0.5M
Carillon MOBWashington, D.C./Baltimore100%Q4 2024126,000 — 59,700 59,700 39,600 $3.5M–$4.0M$2.2M–$2.7M
The Corner – IN(4)
Indianapolis, IN50%Q4 202424,000 285 31,900 — — $1.7M–$1.9M$1.7M–$1.9M
Total189,900 285 $102,800 $70,900 $44,200 $6.3M–$7.1M$4.2M–$5.1M

(1)Projected completion date represents the earlier of one year after completion of project construction or substantial occupancy of the property.
($ in thousands)
ProjectMSAAnticipated Start Date
Projected Stabilization Date1
Projected New Total GLAProjected New Owned GLATotal Project CostKRG Equity RequirementKRG Remaining Spend
Estimated Return on Project2
Glendale Town Center ApartmentsIndianapolis, INQ2 2020Q2 2022207,000 24,000 $38,400 $1,200 $900 7.0% - 8.0%
Eddy Street Commons at Notre Dame, IN - Phase IIISouth Bend, INQ3 2020Q1 202268,500 18,600 $7,500 7,500 6,1008.5% - 9.5%
Glendale Town Center Retail3
Indianapolis, INQ1 2021Q1 202254,500 54,500 $11,000 3,900 3,90027.0% - 28.0%
(2)Total project costs and KRG equity requirement represent costs to KRG post-merger and exclude any costs spent to date prior to the merger.

(3)Estimated remaining NOI to come online excludes in-place NOI and NOI related to tenants that have signed leases but have not yet commenced paying rent.
____________________
1Stabilization date represents near completion of project construction and substantial occupancy of the property.
2Projected ROI for redevelopments is an estimate of the expected incremental stabilized annual operating cash flows to be generated divided by the estimated project costs, including construction, development, financing, and other soft costs, when applicable to the project.
3Equity requirement is lower than total project cost due to a $7.1 million TIF received from the City of Indianapolis.

(4)The Company does not have any equity requirements related to this development. Total project costs are at KRG’s share and are net of KRG’s share of a $13.5 million TIF.
3428

Tenant Diversification
No individual retail or office tenant accounted for more than 2.5% of the portfolio’s annualized base rentABR for the year ended December 31, 2020.2022. The following table sets forth certain information forsummarizes the largesttop 25 tenants open for business at the Company’s retail properties based on minimum rents in place as of December 31, 2020: 2022 (GLA and dollars in thousands):
TOP 25 TENANTS BY ANNUALIZED BASE RENT
($ in thousands, except per square foot data)
Number of Stores
TenantWholly Owned
JV1
Total Leased GLA/NRA2
ABR at Pro-Rata Share 3
ABR psf at Pro-Rata
% of Total
Portfolio
Annualized
Base Rent4
Publix Super Markets, Inc.11—535,466 $5,455 $10.19 2.50 %
The TJX Companies, Inc.5
142471,684 4,845 11.22 2.22 %
PetSmart, Inc.131291,379 4,084 14.62 1.87 %
Ross Stores, Inc.121364,442 4,000 11.61 1.83 %
Dick's Sporting Goods, Inc.6
7—340,502 3,741 10.99 1.71 %
Bed Bath & Beyond, Inc.7
132387,848 3,718 10.53 1.70 %
Nordstrom Rack51197,797 3,571 20.75 1.64 %
Michaels Stores, Inc.111253,849 3,283 13.66 1.50 %
Burlington Stores, Inc.5—310,423 3,039 9.79 1.39 %
National Amusements1—80,000 2,953 36.92 1.35 %
Old Navy (11) / Athleta (1)12—183,599 2,868 15.62 1.31 %
Kohl's Corporation4—184,516 2,832 7.87 1.30 %
Walmart Stores, Inc.8
5—— 2,776 3.42 1.27 %
Best Buy Co., Inc.5—183,604 2,627 14.31 1.20 %
Petco Animal Supplies, Inc.10—136,669 2,526 18.48 1.16 %
Lowe's Companies, Inc.3—— 2,375 4.91 1.09 %
LA Fitness3—125,209 2,292 18.31 1.05 %
Hobby Lobby Stores, Inc.5—271,254 2,248 8.29 1.03 %
Whole Foods Market, Inc.4—139,781 2,130 15.24 0.98 %
Mattress Firm, Inc.9
16—76,408 2,121 27.75 0.97 %
Walgreens4—63,462 2,104 33.15 0.96 %
The Kroger Co.10
3—60,268 2,099 9.19 0.96 %
Five Below, Inc.11—92,694 1,738 18.75 0.80 %
DSW61133,255 1,687 14.33 0.77 %
Sprouts Farmers Market, Inc.3—83,985 1,589 18.92 0.73 %
TOTAL18694,968,094 $72,702 $11.55 33.3 %
TenantPrimary DBA/
Number of Stores
Number of Stores(1)
Total
Leased GLA/NRA(2)
ABR(3)
% of Weighted
ABR(4)
The TJX Companies, Inc.T.J. Maxx (18), Marshalls (12), HomeGoods (11), Homesense (2), T.J. Maxx & HomeGoods combined (2)45 1,323 $14,469 2.5 %
Best Buy Co., Inc.Best Buy (15), Pacific Sales (1)16 633 11,204 1.9 %
Ross Stores, Inc.Ross Dress for Less (31), dd’s DISCOUNTS (1)32 908 10,648 1.8 %
PetSmart, Inc.32 657 10,525 1.8 %
Gap Inc.Old Navy (25), The Gap (3), Banana Republic (3), Athleta (3)34 455 8,348 1.4 %
Bed Bath & Beyond Inc.Bed Bath & Beyond (14), buybuy BABY (9)23 613 8,277 1.4 %
Dick’s Sporting Goods, Inc.Dick’s Sporting Goods (12), Golf Galaxy (1)13 652 8,265 1.4 %
Michaels Stores, Inc.Michaels28 631 8,250 1.4 %
Publix Super Markets, Inc.14 669 6,884 1.2 %
Lowe’s Companies, Inc.6 — 5,838 1.0 %
The Kroger Co.Kroger (6), Harris Teeter (2), QFC (1), Smith’s (1)10 355 5,753 1.0 %
Total Wine & More14 332 5,688 1.0 %
BJ’s Wholesale Club, Inc.3 115 5,464 1.0 %
Petco Health And Wellness
Company, Inc.
22 299 5,461 0.9 %
Ulta Beauty, Inc.25 259 5,388 0.9 %
Albertsons Companies, Inc.Safeway (3), Jewel-Osco (2), Tom Thumb (2)7 395 5,040 0.9 %
Five Below, Inc.29 258 4,945 0.9 %
Fitness International, LLC6 242 4,884 0.9 %
Burlington Stores, Inc.9 473 4,881 0.8 %
Kohl’s Corporation7 361 4,865 0.8 %
Nordstrom, Inc.8 259 4,494 0.8 %
Ahold U.S.A. Inc.Stop & Shop (3), Giant Foods (1)4 239 4,493 0.8 %
DSW Designer Shoe
Warehouse
16 314 4,482 0.8 %
Walgreens Boots Alliance, Inc.8 133 4,453 0.8 %
Office Depot, Inc.Office Depot (11), OfficeMax (3)14 308 4,380 0.8 %
Total Top Tenants425 10,883 $167,379 28.9 %

(1)Number of stores represents stores at consolidated and unconsolidated properties.
(2)Total leased GLA/NRA excludes the square footage of structures located on land owned by the Company and ground-leased to tenants.
(3)ABR represents the monthly contractual rent for December 31, 2022 for each applicable tenant multiplied by 12 and does not include tenant reimbursements. ABR represents 100% of the ABR at consolidated properties and the Company’s share of the ABR at unconsolidated properties.
(4)Percent of weighted ABR includes ground lease rent and represents the Company’s share of the ABR at consolidated and unconsolidated properties.
3529

___
1JV Stores represent stores at unconsolidated properties.
2Excludes the estimated size of the structures located on land owned by the Company and ground leased to tenants.
3Annualized base rent represents the monthly contractual rent for December 31, 2020, for each applicable tenant multiplied by 12. Annualized base rent does not include tenant reimbursements. Annualized base rent represents 100% of the annualized base rent at consolidated properties and our share of the annualized base rent at unconsolidated properties.
4Annualized base rent and percent of total portfolio includes ground lease rent.
5Includes TJ Maxx (9), Marshalls (5) and HomeGoods (2).
6Includes Dick's Sporting Goods (6) and Golf Galaxy (1).
7Includes Bed Bath and Beyond (8), Buy Buy Baby (4), and Cost Plus World Market (3).
8Includes Walmart (3) and Sam's Club (2).
9Includes Mattress Firm (12) and Sleepy's (4).
10Includes Kroger (1), Harris Teeter (1), and Smith's (1).
Lease Expirations

36

Geographic Diversification – Annualized Base Rent by Region and State
The Company owns interests in 90 operating and redevelopment properties. We also own interests in two development projects under construction. The total operating portfolio consists of approximately 12 million of owned square feet in 16 states. The following table summarizes the Company’s operating properties by region and state as of December 31, 2020: 
($ in thousands)
Total Operating Portfolio Excluding Developments and Redevelopments
Developments and Redevelopments2
Joint Ventures 3
Total Operating Portfolio Including
Developments and Redevelopments
Region/State
Owned
GLA/NRA1
Annualized
Base Rent
Owned
GLA/NRA1
Annualized
Base Rent
Owned
GLA/NRA1
Annualized
Base Rent		Number of Properties
Owned
GLA/NRA1
Annualized Base Rent - Ground LeasesTotal Annualized
Base Rent		Percent of
Annualized
Base Rent
South
Florida3,331,826 $52,799 — $— 121,591 $1,206 293,453,417 $3,740 $57,745 25.9%
Texas1,798,711 27,500 — — 156,146 2,568 101,954,857 1,374 31,442 14.1%
North Carolina1,230,417 23,564 — — — — 91,230,417 2,041 25,605 11.5%
Oklahoma505,229 6,493 — — — — 3505,229 861 7,354 3.3%
Georgia276,318 3,676 — — — — 1276,318 345 4,021 1.8%
Tennessee230,981 3,771 — — — — 1230,981 — 3,771 1.7%
South Carolina257,833 2,670 — — — — 2257,833 — 2,670 1.2%
Texas - Other107,400 591 — — — — 1107,400 — 591 0.3%
Total South7,738,715 121,064 — — 277,737 3,774 56 8,016,452 8,361 133,199 59.8 %
Midwest
Indiana - Retail1,394,221 22,110 344,890 2,572 — — 191,739,111 1,518 26,200 11.7%
Indiana - Other366,502 6,773 24,000 — — — 4390,502 — 6,773 3.0%
Ohio236,230 2,217 — — — — 1236,230 — 2,217 1.0%
Illinois83,759 1,146 — — — — 183,759 — 1,146 0.5%
Total Midwest2,080,712 32,246 368,890 2,572 — — 252,449,602 1,518 36,336 16.3%
West
Nevada769,107 19,873 — — — — 4769,107 3,717 23,590 10.6%
Utah392,324 7,279 — — — — 2392,324 — 7,279 3.3%
Arizona79,902 2,467 — — — — 179,902 — 2,467 1.1%
Total West1,241,333 29,619 — — — — 71,241,333 3,717 33,336 14.9%
Northeast
New York363,023 9,142 — — — — 1363,023 — 9,142 4.1%
New Jersey112,871 2,827 — — 139,022 2,849 2251,893 2,103 7,779 3.5%
Connecticut206,560 2,411 — — — — 1206,560 1,061 3,472 1.6%
Total Northeast682,454 14,380 — — 139,022 2,849 4821,476 3,164 20,393 9.1%
11,743,214 $197,309 368,890 $2,572 416,759 $6,623 9212,528,863 $16,760 $223,264 100.0%
____________________
1Owned 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 and Pan Am Plaza Parking Garage.
2Represents the three redevelopment and two development projects not in the retail operating portfolio.
3Represents the three operating properties owned in unconsolidated joint ventures.
37

Lease Expirations
In 2021,2023, leases representing 8.0%9.3% of total annualized base rentretail ABR are scheduled to expire. The following tables showtable summarizes scheduled lease expirations for retail and office tenants and in-process development property tenants open for business at in-process development projects as of December 31, 2020,2022, assuming none of the tenants exercise renewal options. options (dollars in thousands, except per square foot data):
Expiring GLA – Retail(2)
Expiring ABR per Sq. Ft.(3)
Number of
Expiring Leases(1)
Shop TenantsAnchor TenantsExpiring ABR
(Pro rata)		% of
Total ABR
(Pro rata)		Shop TenantsAnchor TenantsTotal
2023492 1,146,406 1,008,007 $50,308 9.3 %$30.13 $15.73 $23.38 
2024613 1,449,645 2,526,203 78,042 14.4 %31.81 13.47 20.41 
2025483 1,158,554 2,483,431 67,122 12.4 %30.96 12.89 18.69 
2026454 1,030,060 2,388,356 65,349 12.1 %30.86 14.38 19.42 
2027512 1,188,641 2,502,486 71,206 13.2 %31.13 13.83 19.42 
2028349 823,943 2,504,354 61,876 11.4 %32.95 13.88 18.60 
2029186 457,296 1,184,686 34,359 6.4 %32.86 16.43 20.98 
2030137 417,559 584,298 20,861 3.9 %29.46 15.00 20.97 
2031128 346,289 619,508 20,991 3.9 %32.11 16.11 21.81 
2032162 403,952 1,079,063 27,866 5.2 %31.03 14.73 19.20 
Beyond170 400,146 1,567,163 42,245 7.8 %34.58 18.16 21.49 
3,686 8,822,491 18,447,555 $540,225 100.0 %$31.43 $14.55 $20.05 
LEASE(1)EXPIRATIONTABLE– OPERATINGPORTFOLIOLease expirations table reflects rents in place as of December 31, 2022 and does not include option periods; 2023 expirations include 44 month-to-month retail tenants. This column also excludes ground leases.

(2)
($ in thousands, except per square foot data)
Expiring GLA2
Expiring Annualized Base Rent per Sq. Ft.3
Number of Expiring Leases1
Shop TenantsAnchor TenantsOffice and Other TenantsExpiring Annualized Base Rent (Pro-rata)% of Total Annualized Base Rent (Pro-rata)Shop TenantsAnchor TenantsOffice and Other TenantsTotal
2021170 359,532 393,054 21,110 $16,106 8.0 %$29.22 $13.95 $19.25 $18.56 
2022253 520,386 1,058,556 65,020 29,293 14.6 %27.55 13.04 21.97 16.88 
2023242 493,066 1,120,690 113,177 32,012 15.9 %29.19 15.07 19.67 17.85 
2024206 451,867 744,562 33,827 22,193 11.0 %29.76 14.13 9.17 18.42 
2025200 413,172 1,178,558 124,107 27,545 13.7 %30.38 11.39 13.96 20.38 
2026133 322,876 896,743 — 17,174 8.5 %26.12 10.34 16.39 15.85 
202780 212,014 367,192 9,154 10,830 5.4 %29.11 12.57 — 15.24 
202872 176,834 272,757 61,747 11,103 5.5 %31.84 15.21 31.29 19.06 
202950 126,717 177,159 — 6,087 3.0 %30.96 12.21 22.19 19.77 
203048 148,081 266,032 — 7,887 3.9 %28.53 14.51 62.73 19.23 
Beyond66 147,592 925,503 54,721 20,975 10.4 %26.57 17.02 23.16 18.61 
1,520 3,372,137 7,400,806 482,863 $201,205 100.0 %$28.92 $13.53 $16.94 $17.99 

____
1Lease expiration table reflects rents in place as of December 31, 2020 and does not include option periods; 2021 expirations include 8 month-to-month tenants. This column also excludes ground leases.
2Expiring GLA excludes estimated square footage attributable to non-owned structures on land owned by the Company and ground leasedExpiring GLA excludes the square footage of structures located on land owned by the Company and ground-leased to tenants.
3Annualized base rent represents the monthly contractual rent as of December 31, 2020 for each applicable tenant multiplied by 12. Excludes tenant reimbursements and ground lease revenue.

(3)ABR represents the monthly contractual rent as of December 31, 2022 for each applicable tenant multiplied by 12. Excludes tenant reimbursements and ground lease revenue.
Lease Activity – New and Renewal
In 2020,During 2022, the Company executed new and renewal leases on 215782 individual spaces totaling 1.54.9 million square feet (7.0%(12.6% cash leasing spread and 14.5% GAAP leasing spread on 158532 comparable leases). New leases were signed on 59 individual spaces for 0.4 million square feet of GLA (9.1% cash leasing spread and 21.3% GAAP leasing spread on 42 comparable leases), while renewal leases were signed on 156252 individual spaces for 1.1 million square feet of GLA (6.1%(37.8% cash leasing spread and 12.0% GAAPon 95 comparable leases), while renewal leases were signed on 530 individual spaces for 3.7 million square feet of GLA (8.6% cash leasing spread on 116437 comparable leases).










38



 Comparable new and renewal leases are defined as those for which the space was occupied by a tenant within the last 12 months.


ITEM 3. LEGAL PROCEEDINGS
We are not subject to any material litigation nor, to management’s knowledge, is any material litigation currently threatened against us. We are parties to routine litigation, claims, and administrative proceedings arising in the ordinary course of business. Management believes that such matters will not have a material adverse impact on our consolidated financial condition, results of operations or cash flows taken as a whole.
ITEM 4. MINE SAFETY DISCLOSURES
Not applicable.
3930

PART II
ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED SHAREHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
Market Information
Our common shares are currently listed and tradedtrade on the NYSENew York Stock Exchange (the “NYSE”) under the symbol “KRG.” On February 16, 2021,15, 2023, the closing price of our common shares on the NYSE was $18.12. $22.60.
Holders
 Holders
The number ofOn February 15, 2023, there were 10,029 registered holders of record of our common shares, was 1,082 as of February 16, 2021.  This total excludeswhich does not include beneficial or non-registered holders that held their shares through various brokerage firms. This figure does not represent the actual number of beneficial owners of our common shares because our common shares are frequently held in “street name” by securities dealers and others for the benefit of beneficial owners who may vote the shares.
Distributions, if any, will be declared and paid at the discretion of our Board of Trustees and will depend upon a number of factors, including the amount of cash generated by operating activities, our financial condition, capital requirements, annual distribution requirements under the REIT provisions of the Code, and such other factors as our Board of Trustees deem relevant.
Distributions by us to the extent of our current and accumulated earnings and profits for U.S. federal income tax purposes will be taxable to shareholders as either ordinary dividend income or capital gain income if so declared by us. Distributions in excess of taxable earnings and profits generally will be treated as a non-taxable return of capital. These distributions, to the extent that they do not exceed the shareholder’s adjusted tax basis in its common shares, have the effect of deferring taxation until the sale of a shareholder’s common shares. To the extent that distributions are both in excess of taxable earnings and profits and in excess of the shareholder’s adjusted tax basis in its common shares, the distribution will be treated as gain from the sale of common shares. In order to maintain our qualification as a REIT, we must make annual distributions to shareholders of at least 90% of our “REIT taxable income” (determined before the deduction for dividends paid and excluding net capital gains) and we must make distributions to shareholders equal to 100% of our net taxable income to eliminate U.S. federal income tax liability. Under certain circumstances, we could be required to make distributions in excess of cash available for distributions in order to meet such requirements. For the taxable year ended December 31, 2020,2022, approximately 89%86.1% of our distributions to shareholders constituted taxable ordinary income dividends and approximately 11%13.9% constituted taxable capital gains dividends.
Under our CreditRevolving Facility, we are permitted to make distributions to our shareholders provided that no event of default exists. If an event of default exists, we may only make distributions sufficient to maintain our REIT status. However, we may not make any distributions if any event of default resulting from nonpayment or bankruptcy exists or if our obligations under the CreditRevolving Facility are accelerated.
Issuer Repurchases; Unregistered Sales of Securities
During the three months ended December 31, 2020,2022, certain of our employees surrendered common shares owned by them to satisfy their statutory minimum U.S. federal and state tax obligations associated with the vesting of restricted common shares of beneficial interest issued under our Plan.2013 Equity Incentive Plan, as amended and restated as of May 11, 2022. These shares were repurchased by the Company.

The following table summarizes allthe number of these repurchasesshares repurchased during the three months ended December 31, 2020:2022:

PeriodTotal number
of shares
purchased		Average price
paid per share		Total number of
shares purchased
as part of publicly
announced plans
or programs
Maximum number
 (or approximate dollar
value) of shares that
may yet be purchased
under the plans or
programs(1)
October 1, 2022 to October 31, 2022— $— N/A$300,000,000 
November 1, 2022 to November 30, 202218,521 $21.11 N/A$300,000,000 
December 1, 2022 to December 31, 2022— $— N/A$300,000,000 
Total18,521 $21.11 

31

PeriodTotal number
of shares
purchased		Average price
paid per share		Total number of
shares purchased
as part of publicly
announced plans
or programs		Maximum number
of shares that may
yet be purchased
under the plans or
programs
October 1 - October 31——N/AN/A
November 1 - November 3027,125$12.42N/AN/A
December 1 - December 31——N/AN/A
Total27,125

(1)Represents amounts outstanding under the Company’s authorized Share Repurchase Program announced in February 2021. In February 2022, the Company’s Board of Trustees extended the program until February 2023 and in April 2022, increased the size of the program from $150.0 million to $300.0 million. In February 2023, the Company’s Board of Trustees extended the program for an additional year. The program may be suspended or terminated at any time by the Company and will terminate on February 28, 2024, if not terminated or extended prior to that date.
We did not sell any unregistered securities during 2020.
Issuances Under Equity Compensation Plans
For information regarding the securities authorized for issuance under our equity compensation plans, see Item 12 of this Annual Report on Form 10-K.
Performance Graph 
Performance Graph
Notwithstanding anything to the contrary set forth in any of our filings under the Securities Act or the Exchange Act that might incorporate SEC filings, in whole or in part, the following performance graph will not be incorporated by reference into any such filings.
The following graph compares the cumulative total shareholder return of our common shares for the period from December 31, 20152017 to December 31, 2020,2022, to the S&P 500 Index and to the published NAREIT All Equity REIT Index over the same period. The graph assumes that the value of the investment in our common shares and each index was $100 at December 31, 20152017 and that all cash distributions were reinvested. The shareholder return shown on the graph below is not indicative of future performanceperformance.

krg-20221231_g1.jpg
The actual returns shown on the graph above are as follows:
 12/176/1812/186/1912/196/2012/206/2112/216/2212/22
Kite Realty Group Trust$100.00 $90.43 $77.54 $88.64 $118.71 $72.31 $94.79 $142.06 $143.05 $115.61 $144.19 
S&P 500$100.00 $102.65 $95.62 $113.34 $125.72 $121.85 $148.85 $171.56 $191.58 $153.34 $156.89 
FTSE NAREIT Equity REITs$100.00 $101.02 $95.38 $112.34 $120.17 $97.69 $110.56 $134.83 $158.36 $126.37 $119.78 
ITEM 6. [RESERVED]
41

krg-20201231_g1.jpg

 12/15/6/16/12/166/1712/176/1812/186/1912/196/2012/20
Kite Realty Group Trust100.00 110.42 94.45 78.22 83.48 75.49 64.73 74.00 99.10 60.36 79.13 
S&P 500100.00 103.84 111.96 122.42 136.40 140.02 130.42 154.60 171.49 166.20 203.04 
FTSE NAREIT Equity REITs100.00 113.38 108.52 111.45 114.19 115.35 108.92 128.28 137.23 111.55 126.25 



ITEM 6. SELECTED FINANCIAL DATA
Not applicable.




4232

ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following discussion should be read in conjunction with the accompanying audited consolidated financial statements and related notes thereto and Item 1A. “Risk Factors,” appearing elsewhere in this Annual Report on Form 10-K. In this discussion, unless the context suggests otherwise, references to “our Company,” “we,” “us,” and “our” mean Kite Realty Group Trust and its direct and indirect subsidiaries, including Kite Realty Group, L.P.
Overview
In the following overview, we discuss, among other things, the status of our business and properties, the effect that current United StatesU.S. economic conditions is having on our retail tenants and us, and the current state of the financial markets and how it impacts our financing strategy.
Our Business and Properties
Kite Realty Group Trust is a publicly-held real estate investment trust which,publicly held REIT that, through its majority-owned subsidiary, Kite Realty Group, L.P., owns interests in various operating subsidiaries and joint ventures engaged in the ownership, and operation, acquisition, development and redevelopment of high-quality, neighborhood and communityopen-air shopping centers and mixed-use assets that are primarily grocery-anchored and located in high-growth Sun Belt and select strategic gateway markets in the United States. We derive revenuesour revenue primarily from activities associated with the collection of contractual rents and reimbursement payments from tenants under existing lease agreements at each of our properties. OurTherefore, our operating results therefore depend materially on, among other things, the ability of our tenants to make required lease payments, the health and resilience of the United StatesU.S. retail sector, interest rate volatility, job growth, andthe real estate market and overall economic conditions.
As of December 31, 2020,2022, we owned interests in 90183 operating and redevelopmentretail properties totaling approximately 17.328.8 million square feet and one office property with 0.3 million square feet. Of the 183 operating retail properties, 11 contain an office component. We also owned twothree development projects under construction as of this date.
Merger with RPAI
On October 22, 2021, we completed the Merger with RPAI in which we acquired 100 operating retail properties and five development projects along with multiple parcels of entitled land for future value creation, creating a top five open-air shopping center REIT. The combined high-quality, open-air portfolio is a mixture of predominantly necessity-based, grocery-anchored neighborhood and community centers, combined with vibrant mixed-use assets. The Merger served to more than double the Company’s presence in high-growth markets that have mild or temperate climates and no or relatively low income taxes, while also introducing and/or enhancing its presence in strategic gateway markets. In addition, the combined company has additional opportunities to further increase shareholder value, including leasing of pandemic-related vacancies, optimizing NOI margins, lowering the Company’s cost of capital, and completing select development projects.
Inflation
Inflationary concerns have been counteracting the retail sector’s recovery from the COVID-19 pandemic and may affect consumer confidence and spending, which has impacted, and could continue to impact, our tenants’ sales and overall health and, in turn, put downward pricing pressure on rents that we are able to charge to new or renewing tenants, and in some cases, our percentage rents. While many of our leases contain provisions designed to mitigate the adverse impact of inflation, including, for example, requirements for tenants to pay a share of operating expenses and rent increases that are tied to consumer price index increases, the stated rent increases or limits on such tenant’s obligation to pay its share of operating expenses could be lower than the increase in inflation at any given time. Inflation may also increase labor or other general and administrative expenses that cannot be easily reduced.
Portfolio Update
As has become more evident duringsince the COVID-19 pandemic strongbegan and as we began to operate as a combined company, high-quality real estate located in high-quality markets matters. The strengthOpen-air centers are thriving for a variety of the Company's real estate is evidenced by our higher rent collection ratesreasons including their ability to act as last mile fulfillment centers and their convenient and affordable nature for retailers and consumers. This includes conveniently located and easily accessible parking fields, lower operating costs as compared to our peers, based upon publicly reported information by each peer as of February 19, 2021. The Company has continued to improve its asset quality.other retail formats, and essential anchors that drive daily trips. In addition, the Company'sCompany’s property type lends itself to retailers'types are particularly suited for retailers’ current and evolving needs, including curbside pick-up and buying online and picking up in store (BOPIS)(“BOPIS”), that we believe
33

will benefit from tenant demand for additional space.
The Company's operations were impactedstrength of the Company’s real estate is evidenced by our continued strong cash leasing spreads and ABR for the bankruptciesretail portfolio of retailers during the COVID-19 pandemic.$20.02 per square foot. The Company had leased spacehas continued to national retailers that declared bankruptcy during 2020 that comprised 5.9%improve its asset quality and through the Merger, acquired a refined portfolio of our annualized base rent. A portion of the retailers have vacated their space with us, which will lead to an expected decline in occupancyhigh-quality, open-air shopping centers and rental revenue in 2021.

Project Focus, our disposition program completed in 2019, allowed us to dispose of weaker, non-core assets and reduce our exposure to at-risk tenants and resulted in $502 million in combined sales, the majority of which net proceeds were used to repay debt. It also allowed us to focus our geographic footprint on locations that are benefiting from accelerating migration shifts.

mixed-use assets.
In evaluating potential acquisition, development, and redevelopment opportunities, we look for strong sub-markets where average household income, educational attainment, population density, traffic counts and daytime workforce populations are above the broader market average. We also focus on locations that are benefittingbenefiting from current population migratory patterns, namely major cities in business-friendly states with no or relatively low income taxes, and mild or temperate climates. In our largest sub-markets, household incomes are significantly higher and state income taxes are relatively lower than the medians for thosethe broader markets. 
In addition to targeting sub-markets with strong consumer demographics, we focus on having the most desirable tenant mix at each center. We have aggressively targeted and executed leases with prominent grocers including Publix, Lidl, Aldi, Whole Foods, and Trader Joe's,Joe’s, expanding retailers such as TJT.J. Maxx, HomeGoods, Ross Dress for Less, Burlington, and Old Navy, and pOpshelf, service and restaurant retailers and other retailers such as Ulta Beauty, REI, Five Below and Total Wine.Wine & More. Additionally, we have identified cost-efficient ways to relocate, re-tenant and renegotiate leases at several of our properties allowing us to attract more suitable tenants.




Capital and Financing Activities
Our ability to obtain capital on satisfactory terms and to refinance borrowings as they mature is affected by the condition of the economy in general and by the financial strength of properties securing borrowings. 
With the successful completion of Project Focus in 2019,In 2022, we were able to enhance our already-strong balance sheet, increase our financial flexibility, and improve our liquidity to fund future growth.growth by increasing the capacity on our revolving line of credit to $1.1 billion in July 2022 and entering into a seven-year $300.0 million unsecured term loan. We ended 20202022 with approximately $566.9 million$1.2 billion of combined cash and borrowing capacity on our Credit Facility.revolving line of credit. In addition, as of December 31, 2020,2022, we did not have anyhad $284.4 million of debt principal scheduled to mature through December 31, 2021.

2023, which we expect to retire using cash on hand and our revolving line of credit.
The amount that we may borrow under our Credit Facility is limited by the value of the assets in our unencumbered asset pool.  As of December 31, 2020, the value of the assets in our unencumbered asset pool was $1.3 billion.

Thethree investment grade credit ratings we have receivedmaintain provide us with access to the unsecured public bond market, which we may continue to use in the future to finance acquisition activity,acquisitions, repay maturing debt and fix interest rates.
SummaryResults of Operations
As of December 31, 2022, we owned interests in 183 operating retail properties, one office property and three development projects currently under construction. The following table sets forth the total operating properties and development projects we owned as of December 31, 2022, 2021 and 2020:
Number of Properties
202220212020
Operating retail properties(1)
183 180 83 
Office properties1 1 1 
Development and redevelopment projects3 8 5 
(1)Included within operating retail properties are 11, 11 and 3 properties that contain an office component as of December 31, 2022, 2021 and 2020, respectively.
The comparability of results of operations for the year ended December 31, 2022 is affected by our Merger with RPAI that was completed on October 22, 2021, in which we acquired 100 operating retail properties and five development projects, along with our development, redevelopment, and operating property acquisition and disposition activities in 2020 through 2022. Therefore, we believe it is most useful to review the comparisons of our results of operations for these years (as set forth below under “Comparison of Operating Results for the Years Ended December 31, 2022 and 2021”) in conjunction with the discussion of our activities during those periods, which is set forth below. Results from operations for the year ended December 31, 2021 reflect the combined operation for the approximately two and a half months following the Company’s Merger with RPAI on October 22, 2021.
34

Acquisitions
In addition to the properties we acquired in the Merger, the following properties were acquired during the years ended December 31, 2022, 2021 and 2020:
Property NameMSAAcquisition DateOwned GLA
Eastgate CrossingRaleigh, NCDecember 2020156,276 
Nora Plaza outparcelIndianapolis, INDecember 202123,722 
Pebble MarketplaceLas Vegas, NVFebruary 202285,796 
MacArthur Crossing two-tenant buildingDallas, TXApril 202256,077 
Palms PlazaMiami, FLJuly 202268,976 
Dispositions
The following operating properties were sold during the years ended December 31, 2022 and 2021. We did not sell any operating properties during the year ended December 31, 2020.
Property NameMSADisposition DateOwned GLA
Westside MarketDallas, TXOctober 202193,377 
Plaza Del Lago(1)
Chicago, ILJune 2022100,016 
Lincoln Plaza – Lowe’s(2)
Worcester, MAOctober 2022— 
(1)Plaza Del Lago also contains 8,800 square feet of residential space comprised of 18 multifamily rental units.
(2)We sold the ground lease interest in one tenant at an existing multi-tenant operating retail property. The total number of properties in our portfolio was not affected by this transaction.
Development and Redevelopment Projects
The following properties were under active development or redevelopment during portions of the years ended December 31, 2022, 2021, and 2020 and removed from our operating portfolio:
Project NameMSA
Transition to
Development or Redevelopment(1)
Transition to
Operating Portfolio		Owned
Commercial GLA
Courthouse Shadows(2)
Naples, FLJune 2013Sold124,802 
Hamilton Crossing Centre(3)(4)
Indianapolis, INJune 2014Pending92,283 
The Corner(3)
Indianapolis, INDecember 2015Pending24,000 
Eddy Street Commons – Phase IISouth Bend, INSeptember 2017December 20208,200 
Eddy Street Commons – Phase IIISouth Bend, INSeptember 2020March 202218,600 
Glendale Town Center(3)
Indianapolis, INMarch 2019December 2021199,021 
The Landing at Tradition – Phase IIPort St. Lucie, FLSeptember 2021Pending39,900 
Carillon MOB(5)
Washington, D.C.October 2021Pending126,000 
Circle East(5)
Baltimore, MDOctober 2021September 202282,000 
One Loudoun Downtown – Residential
and Pads G&H Commercial(5)
Washington, D.C.October 2021Residential: June 2022
Commercial: December 2022		67,000 
Shoppes at Quarterfield(5)
Baltimore, MDOctober 2021June 202258,000 
(1)Transition date represents the date the property was transferred from our operating portfolio into redevelopment status. For legacy RPAI projects, the transition date represents the later of the date of the closing of the Merger and the date the project was transferred into redevelopment status.
(2)This property was sold in July 2020.
(3)This property has been identified as a redevelopment property and is not included in the operating portfolio or the same property pool. The redevelopment projects at Hamilton Crossing Centre and The Corner will include the creation of a mixed-use development.
(4)A portion of the Hamilton Crossing Centre redevelopment was sold in January 2022.
(5)Project was assumed as part of the Merger with RPAI in October 2021.
35

Comparison of Operating Results for the Years Ended December 31, 2022 and 2021
The following table reflects changes in the components of our consolidated statements of operations for the years ended December 31, 2022 and 2021 (in thousands):
Year Ended December 31,
20222021Change
Revenue:   
Rental income$782,349 $367,399 $414,950 
Other property-related revenue11,108 4,683 6,425 
Fee income8,539 1,242 7,297 
Total revenue801,996 373,324 428,672 
Expenses:   
Property operating107,217 55,561 51,656 
Real estate taxes104,589 49,530 55,059 
General, administrative and other54,860 33,984 20,876 
Merger and acquisition costs925 86,522 (85,597)
Depreciation and amortization469,805 200,460 269,345 
Total expenses737,396 426,057 311,339 
Gain on sales of operating properties, net27,069 31,209 (4,140)
Operating income (loss)91,669 (21,524)113,193 
Other (expense) income:
Interest expense(104,276)(60,447)(43,829)
Income tax (expense) benefit of taxable REIT subsidiary(43)310 (353)
Equity in earnings (loss) of unconsolidated subsidiaries256 (416)672 
Other income, net240 355 (115)
Net loss(12,154)(81,722)69,568 
Net (income) loss attributable to noncontrolling interests(482)916 (1,398)
Net loss attributable to common shareholders$(12,636)$(80,806)$68,170 
Property operating expense to total revenue ratio13.4 %14.9 %
Rental income (including tenant reimbursements) increased $415.0 million, or 112.9%, due to the following (in thousands):
Net change
2021 to 2022
Properties or components of properties sold during 2021 or 2022$(417)
Properties under redevelopment or acquired during 2021 and/or 20226,660 
Properties acquired in the Merger with RPAI402,842 
Properties fully operational during 2021 and 2022 and other5,865 
Total$414,950 
The net increase of $5.9 million in rental income for properties that were fully operational during 2021 and 2022 is primarily due to a $3.3 million increase in tenant reimbursements due to higher recoverable common area maintenance expenses and increases in base minimum rent of $2.8 million due to improved tenant performance, overage rent of $2.2 million and ancillary income of $1.4 million. These variances were partially offset by a $2.6 million increase in bad debt expense and a $1.3 million decrease in lease termination income. The occupancy of the fully operational properties increased from 88.0% for 2021 to 92.3% for 2022.
We continued to experience strong leasing volumes in 2022 and generate higher rents on new leases and renewals. The average rents for new comparable leases signed in 2022 were $27.07 per square foot compared to average expiring base rents of $19.65 per square foot in that period. The average base rents for renewals signed in 2022 were $18.52 per square foot compared to average expiring base rents of $17.06 per square foot in that period. For the entire portfolio, the spread between leased and occupied square footage is approximately 270 basis points and represents approximately $33.0 million of NOI, the majority of
36

which will come online in 2023. In addition, the ABR per square foot of our operating retail portfolio continued to improve, as it increased to $20.02 per square foot as of December 31, 2022 from $19.36 per square foot as of December 31, 2021.
Other property-related revenue primarily consists of parking revenues, gains on the sale of land and other miscellaneous activity. This revenue increased by $6.4 million primarily as a result of higher gains on sales of undepreciated assets of $4.0 million recognized during the year ended December 31, 2022 and increases in miscellaneous income of $1.6 million and parking revenue of $0.8 million.
We recorded fee income of $8.5 million and $1.2 million during the years ended December 31, 2022 and 2021, respectively, from property management and development services provided to third parties and unconsolidated joint ventures. The increase in fee income is primarily due to $7.1 million of development fees earned related to the development of a corporate campus for Republic Airways at Hamilton Crossing Centre.
Property operating expenses increased $51.7 million, or 93.0%, due to the following (in thousands):
Net change
2021 to 2022
Properties or components of properties sold during 2021 or 2022$(245)
Properties under redevelopment or acquired during 2021 and/or 20221,032 
Properties acquired in the Merger with RPAI49,725 
Properties fully operational during 2021 and 2022 and other1,144 
Total$51,656 
The net increase of $1.1 million in property operating expenses for properties that were fully operational during 2021 and 2022 is primarily due to increases in insurance expense of $4.0 million and utilities of $0.6 million, partially offset by a $3.8 million decrease in repairs and maintenance and landscaping expenses. As a percentage of revenue, property operating expenses decreased from 14.9% to 13.4% primarily due to an increase in revenue in 2022.
Real estate taxes increased $55.1 million, or 111.2%, primarily as a result of the Merger with RPAI as detailed below (in thousands):
Net change
2021 to 2022
Properties or components of properties sold during 2021 or 2022$38 
Properties under redevelopment or acquired during 2021 and/or 2022724 
Properties acquired in the Merger with RPAI55,038 
Properties fully operational during 2021 and 2022 and other(741)
Total$55,059 
The net decrease of $0.7 million in real estate taxes for properties that were fully operational during 2021 and 2022 is primarily due to successful real estate tax appeals at certain properties in the portfolio, most notably for certain of our Texas properties. The majority of real estate tax expense is recoverable from tenants and such recovery is reflected within rental income.
General, administrative and other expenses increased $20.9 million, or 61.4%. This increase is primarily due to incremental head count as part of the Merger and higher share-based compensation expense.
The Company incurred $0.9 million and $86.5 million of merger and acquisition costs related to the Merger with RPAI during the years ended December 31, 2022 and 2021, respectively. Costs incurred during 2022 primarily consist of professional fees and technology costs while costs incurred during 2021 primarily consist of fairness opinion, severance charges, legal, professional, and data migration costs.
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Depreciation and amortization expense increased $269.3 million, or 134.4%, primarily as a result of the Merger with RPAI as detailed below (in thousands):
Net change
2021 to 2022
Properties or components of properties sold during 2021 or 2022$2,686 
Properties under redevelopment or acquired during 2021 and/or 20224,723 
Properties acquired in the Merger with RPAI260,779 
Properties fully operational during 2021 and 2022 and other1,157 
Total$269,345 
The net increase of $4.7 million in depreciation and amortization for properties under redevelopment or acquired during 2021 and 2022 is primarily due to the acquisition of Pebble Marketplace and Palms Plaza in 2022. The net increase of $1.2 million in depreciation and amortization at properties that were fully operational during 2021 and 2022 is due to the timing of additions and disposals at operating properties.
We recorded a net gain of $27.1 million for the year ended December 31, 2022 on the sale of Plaza Del Lago, a portion of Hamilton Crossing Centre and the ground lease interest in Lowe’s at Lincoln Plaza compared to a net gain of $31.2 million on the sale of Westside Market and a portfolio of 17 ground leases for the year ended December 31, 2021.
Interest expense increased $43.8 million, or 72.5%, primarily due to interest costs of $39.1 million related to debt assumed in conjunction with the Merger.
Management’s discussion of the financial condition, changes in financial condition and results of operations for the year ended December 31, 2021, with comparison to the year ended December 31, 2020, was included in Item 7. “Management’s Discussion and Analysis of Financial Condition and Results of Operations” of our Annual Report on Form 10-K for the year ended December 31, 2021, which is incorporated by reference in this Annual Report on Form 10-K.
Net Operating Income and Same Property Net Operating Income
We use property net operating income (“NOI”), a non-GAAP financial measure, to evaluate the performance of our properties. We define NOI as income from our real estate, including lease termination fees received from tenants, less our property operating expenses. NOI excludes amortization of capitalized tenant improvement costs and leasing commissions and certain corporate level expenses, including merger and acquisition costs. We believe that NOI is helpful to investors as a measure of our operating performance because it excludes various items included in net income that do not relate to or are not indicative of our operating performance, such as depreciation and amortization, interest expense, and impairment, if any.
We also use same property NOI (“Same Property NOI”), a non-GAAP financial measure, to evaluate the performance of our properties. Same Property NOI is net income excluding properties that have not been owned for the full periods presented. However, due to the size of the RPAI portfolio acquired in the Merger with RPAI, which closed in October 2021, the legacy RPAI properties have been deemed to qualify for the same property pool beginning in 2022 if they had a full first quarter of operations in 2021 within the legacy RPAI portfolio prior to the Merger. Same Property NOI also excludes (i) net gains from outlot sales, (ii) straight-line rent revenue, (iii) lease termination income in excess of lost rent, (iv) amortization of lease intangibles, and (v) significant prior period expense recoveries and adjustments, if any. When we receive payments in excess of any accounts receivable for terminating a lease, Same Property NOI will include such excess payments as monthly rent until the earlier of the expiration of 12 months or the start date of a replacement tenant. We believe that Same Property NOI is helpful to investors as a measure of our operating performance because it includes only the NOI of properties that have been owned for the full periods presented. We believe such presentation eliminates disparities in net income due to the acquisition or disposition of properties during the particular periods presented, and thus provides a more consistent metric for the comparison of our properties. Same Property NOI includes the results of properties that have been owned for the entire current and prior year reporting periods. In order to provide meaningful comparative information across periods that, in some cases, predate the Merger, all information regarding the performance of the same property pool is presented as though the Merger was consummated on January 1, 2021 (i.e., as though the properties owned by RPAI prior to the Merger that are included in our same property pool had been owned by the Company for the entirety of all comparison periods for which same property pool information is presented).
NOI and Same Property NOI should not, however, be considered as alternatives to net income (calculated in accordance with GAAP) as indicators of our financial performance. Our computation of NOI and Same Property NOI may differ from the methodology used by other REITs and, therefore, may not be comparable to such other REITs.
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When evaluating the properties that are included in the same property pool, we have established specific criteria for determining the inclusion of properties acquired or those recently under development. An acquired property is included in the same property pool when there is a full quarter of operations in both years subsequent to the acquisition date. The properties acquired in the Merger with RPAI qualify for the same property pool beginning in 2022 if they had a full first quarter of operations in 2021 within the legacy RPAI portfolio prior to the Merger. Development and redevelopment properties are included in the same property pool four full quarters after the properties have been transferred to the operating portfolio. A redevelopment property is first excluded from the same property pool when the execution of a redevelopment plan is likely and we (a) begin recapturing space from tenants or (b) the contemplated plan significantly impacts the operations of the property. For the year ended December 31, 2022, the same property pool excludes (i) Glendale Town Center, Shoppes at Quarterfield and Circle East, which were reclassified from active redevelopment into our operating portfolio in December 2021, June 2022 and September 2022, respectively, (ii) the multifamily rental units and commercial portion at One Loudoun Downtown – Pads G & H, (iii) three active development and redevelopment projects, (iv) Arcadia Village, Pebble Marketplace and Palms Plaza, which were each acquired subsequent to January 1, 2021, and (v) office properties.
The following table presents Same Property NOI and a reconciliation to net loss attributable to common shareholders for the years ended December 31, 2022 and 2021 (unaudited) (dollars in thousands):
Year Ended December 31,
20222021Change
Number of properties in same property pool for the period(1)
177 177 
Leased percentage at period end94.7 %93.5 %
Economic occupancy percentage(2)
91.2 %90.1 %
Same Property NOI$531,440 $505,731 5.1 %
Reconciliation of Same Property NOI to most
directly comparable GAAP measure:
Net operating income – same properties$531,440 $505,731 
Prior period collection impact – same properties3,665 12,414 
Net operating income – non-same activity(3)
46,546 (251,154)
Total property NOI581,651 266,991 117.9 %
Other income, net8,992 1,491 
General, administrative and other(54,860)(33,984)
Merger and acquisition costs(925)(86,522)
Depreciation and amortization(469,805)(200,460)
Interest expense(104,276)(60,447)
Gain on sales of operating properties, net27,069 31,209 
Net (income) loss attributable to noncontrolling interests(482)916 
Net loss attributable to common shareholders$(12,636)$(80,806)
(1)Same Property NOI excludes (i) Glendale Town Center, Shoppes at Quarterfield and Circle East, which were reclassified from active redevelopment into our operating portfolio in December 2021, June 2022 and September 2022, respectively, (ii) the multifamily rental units and commercial portion at One Loudoun Downtown – Pads G & H, (iii) three active development and redevelopment projects, (iv) Arcadia Village, Pebble Marketplace and Palms Plaza, which were each acquired subsequent to January 1, 2021, and (v) office properties.
(2)Excludes leases that are signed but for which tenants have not yet commenced the payment of cash rent; calculated as a weighted average based on the timing of cash rent commencement and expiration during the period.
(3)Includes non-cash activity across the portfolio as well as NOI from properties not included in the same property pool, including properties sold during both periods.
Our Same Property NOI increased 5.1% in 2022 compared to 2021 primarily due to improved occupancy driven by continued strong leasing activity and an increase in overage rent.
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Funds From Operations
Funds from Operations (“FFO”) is a widely used performance measure for real estate companies and is provided here as a supplemental measure of our operating performance. We calculate FFO, a non-GAAP financial measure, in accordance with the best practices described in the April 2002 National Policy Bulletin of the National Association of Real Estate Investment Trusts (“NAREIT”), as restated in 2018. The NAREIT white paper defines FFO as net income (calculated in accordance with GAAP), excluding (i) depreciation and amortization related to real estate, (ii) gains and losses from the sale of certain real estate assets, (iii) gains and losses from change in control, and (iv) impairment write-downs of certain real estate assets and investments in entities when the impairment is directly attributable to decreases in the value of depreciable real estate held by the entity.
Considering the nature of our business as a real estate owner and operator, the Company believes that FFO is helpful to investors in measuring our operational performance because it excludes various items included in net income that do not relate to or are not indicative of our operating performance, such as gains or losses from sales of depreciated property and depreciation and amortization, which can make periodic and peer analyses of operating performance more difficult. FFO excludes the 2021 gain on sale of the ground lease portfolios as these sales were part of our capital strategy distinct from our ongoing operating strategy of selling individual land parcels from time to time. FFO (a) should not be considered as an alternative to net income (calculated in accordance with GAAP) for the purpose of measuring our financial performance, (b) is not an alternative to cash flows from operating activities (calculated in accordance with GAAP) as a measure of our liquidity, and (c) is not indicative of funds available to satisfy our cash needs, including our ability to make distributions. Our computation of FFO may not be comparable to FFO reported by other REITs that do not define the term in accordance with the current NAREIT definition or that interpret the current NAREIT definition differently than we do.
From time to time, the Company may report or provide guidance with respect to “FFO, as adjusted,” which removes the impact of certain non-recurring and non-operating transactions or other items the Company does not consider to be representative of its core operating results including, without limitation, (i) gains or losses associated with the early extinguishment of debt, (ii) gains or losses associated with litigation involving the Company that is not in the normal course of business, (iii) merger and acquisition costs, (iv) the impact on earnings from employee severance, (v) the excess of redemption value over carrying value of preferred stock redemption, and (vi) the impact of prior period bad debt or the collection of accounts receivable previously written off (“prior period collection impact”), which are not otherwise adjusted in the Company’s calculation of FFO.
Our calculations of FFO and reconciliation to net income and FFO, as adjusted, for the years ended December 31, 2022, 2021 and 2020 (unaudited) are as follows (in thousands):
Year Ended December 31,
202220212020
Net loss$(12,154)$(81,722)$(16,123)
Less: net income attributable to noncontrolling interests in properties(623)(514)(528)
Less: gain on sales of operating properties, net(27,069)(31,209)(4,733)
Add: depreciation and amortization of consolidated and
unconsolidated entities, net of noncontrolling interests
471,086 201,834 130,091 
FFO of the Operating Partnership(1)
431,240 88,389 108,707 
Less: Limited Partners’ interests in FFO(5,395)(1,945)(2,826)
FFO attributable to common shareholders(1)
$425,845 $86,444 $105,881 
FFO of the Operating Partnership(1)
$431,240 $88,389 $108,707 
Add: merger and acquisition costs925 86,522 — 
Add: severance charges— — 3,253 
Less: prior period collection impact(2,556)(3,707)— 
FFO, as adjusted, of the Operating Partnership$429,609 $171,204 $111,960 
(1)“FFO of the Operating Partnership” measures 100% of the operating performance of the Operating Partnership’s real estate properties. “FFO attributable to common shareholders” reflects a reduction for the redeemable noncontrolling weighted average diluted interest in the Operating Partnership.
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Earnings before Interest, Tax, Depreciation, and Amortization (EBITDA)
We define EBITDA, a non-GAAP financial measure, as net income before interest expense, income tax expense of the TRS, and depreciation and amortization. For informational purposes, we also provide Adjusted EBITDA, which we define as EBITDA less (i) EBITDA from unconsolidated entities, (ii) gains on sales of operating properties or impairment charges, (iii) merger and acquisition costs, (iv) other income and expense, (v) noncontrolling interest EBITDA, and (vi) other non-recurring activity or items impacting comparability from period to period. Annualized Adjusted EBITDA is Adjusted EBITDA for the most recent quarter multiplied by four. Net Debt to Adjusted EBITDA is our share of net debt divided by Annualized Adjusted EBITDA. EBITDA, Adjusted EBITDA, Annualized Adjusted EBITDA and Net Debt to Adjusted EBITDA, as calculated by us, are not comparable to EBITDA and EBITDA-related measures reported by other REITs that do not define EBITDA and EBITDA-related measures exactly as we do. EBITDA, Adjusted EBITDA and Annualized Adjusted EBITDA do not represent cash generated from operating activities in accordance with GAAP and should not be considered alternatives to net income as an indicator of performance or as alternatives to cash flows from operating activities as an indicator of liquidity.
Considering the nature of our business as a real estate owner and operator, we believe that EBITDA, Adjusted EBITDA and the ratio of Net Debt to Adjusted EBITDA are helpful to investors in measuring our operational performance because they exclude various items included in net income that do not relate to or are not indicative of our operating performance, such as gains or losses from sales of depreciated property and depreciation and amortization, which can make periodic and peer analyses of operating performance more difficult. For informational purposes, we also provide Annualized Adjusted EBITDA, adjusted as described above. We believe this supplemental information provides a meaningful measure of our operating performance. We believe presenting EBITDA and the related measures in this manner allows investors and other interested parties to form a more meaningful assessment of our operating results.
The following table presents a reconciliation of our EBITDA, Adjusted EBITDA and Annualized Adjusted EBITDA to net income (the most directly comparable GAAP measure) and a calculation of Net Debt to Adjusted EBITDA (in thousands):
Three Months Ended
December 31, 2022
Net loss$(1,052)
Depreciation and amortization112,709 
Interest expense26,827 
Income tax expense of taxable REIT subsidiary302 
EBITDA138,786 
Unconsolidated EBITDA957 
Merger and acquisition costs(81)
Loss on sales of operating properties, net57 
Other income and expense, net(759)
Noncontrolling interests(84)
Adjusted EBITDA138,876 
Annualized Adjusted EBITDA(1)
$555,502 
Company share of Net Debt:
Mortgage and other indebtedness, net$3,010,299 
Plus: Company share of unconsolidated joint venture debt41,015 
Less: Partner share of consolidated joint venture debt(2)
(566)
Less: cash, cash equivalents, and restricted cash(124,015)
Less: debt discounts, premiums and issuance costs, net(32,043)
Company share of Net Debt$2,894,690 
Net Debt to Adjusted EBITDA5.2x
(1)Represents Adjusted EBITDA for the three months ended December 31, 2022 (as shown in the table above) multiplied by four.
(2)Partner share of consolidated joint venture debt is calculated based upon the partner’s pro rata ownership of the joint venture, multiplied by the related secured debt balance.
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Liquidity and Capital Resources
Overview
Our primary finance and capital strategy is to maintain a strong balance sheet with sufficient flexibility to fund our operating and investment activities in a cost-effective manner. We consider a number of factors when evaluating our level of indebtedness and when making decisions regarding additional borrowings or equity offerings, including the interest or dividend rate, the maturity date and the Company’s debt maturity ladder, the impact of financial metrics such as overall Company leverage levels and coverage ratios, and the Company’s ability to generate cash flow to cover debt service. We will continue to monitor the capital markets and may consider raising additional capital through the issuance of our common or preferred shares, unsecured debt securities, or other securities.
One of the benefits of the Merger was a strengthened balance sheet to provide the Company with increased liquidity, a well-staggered debt maturity ladder, and an appropriately sized development pipeline. We continued to improve the strength of our balance sheet in 2022. As part of the Merger, we assumed an $850.0 million unsecured revolving credit facility along with other indebtedness. In July 2022, we amended our revolving credit facility to increase the capacity of the unsecured revolving credit facility to $1.1 billion (as amended, the “2022 Revolving Facility”), of which the available borrowing capacity was $1.1 billion as of December 31, 2022, and entered into a seven-year $300.0 million unsecured term loan that was used to retire 2022 and 2023 debt maturities.
As of December 31, 2022, we had approximately $115.8 million in cash on hand, $6.2 million in restricted cash and escrow deposits, $1.1 billion of remaining availability under the 2022 Revolving Facility, and $284.4 million of debt maturities due in 2023. During the year ended December 31, 2022, we used the $125.0 million short-term deposit that matured on April 7, 2022 to repay borrowings on our revolving line of credit. We believe we will have adequate liquidity over the next 12 months and beyond to operate our business and meet our cash requirements.
We derive the majority of our revenue from tenants who lease space from us under existing lease agreements at each of our properties. Therefore, our ability to generate cash from operations is dependent on the rents that we are able to charge and collect from our tenants. While we believe that the nature of the properties in which we typically invest—primarily neighborhood and community shopping centers—provides a relatively stable revenue flow, an economic downturn and/or the ongoing effects of COVID-19, among other events, could adversely affect the ability of some of our tenants to meet their lease obligations.
Our Principal Capital Resources
For a discussion of cash generated from operations, see “Cash Flows” beginning on page 45. In addition to cash generated from operations, our other principal capital resources are discussed below.
Over the last several years, we have made substantial progress in enhancing our liquidity position and reducing our leverage and borrowing costs. We continue to focus on a balanced approach to growth and staggering debt maturities in order to retain our financial flexibility.
As of December 31, 2022, we had approximately $1.1 billion available under the 2022 Revolving Facility for future borrowings. We also had $115.8 million in cash and cash equivalents as of December 31, 2022.
We were in compliance with all applicable financial covenants under the 2022 Revolving Facility, unsecured term loans and senior unsecured notes as of December 31, 2022.
On July 29, 2022, the Operating Partnership entered into the Second Amendment (the “Second Amendment”) to the sixth amended and restated credit agreement with a syndicate of financial institutions to provide for a $250.0 million increase to the unsecured revolving credit facility, as amended, the “2022 Revolving Facility.” Under the Second Amendment, the Operating Partnership has the option to increase the 2022 Revolving Facility to an aggregate committed amount of up to $1.7 billion upon the Operating Partnership’s request, subject to certain conditions. In addition, the Operating Partnership entered into a seven-year $300.0 million unsecured term loan, the proceeds of which were used to repay the Operating Partnership’s existing $200.0 million unsecured term loan that was scheduled to mature on November 22, 2023, certain secured loans, and for other general corporate purposes.
On November 16, 2021, the Company filed with the SEC a shelf registration statement on Form S-3, which is effective for a term of three years, relating to the offer and sale, from time to time, of an indeterminate amount of equity and debt securities.
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Equity securities may be offered and sold by the Parent Company, and the net proceeds of any such offerings would be contributed to the Operating Partnership in exchange for additional General Partner Units. Debt securities may be offered and sold by the Operating Partnership with the Operating Partnership receiving the proceeds. From time to time, we may issue securities under this shelf registration statement for general corporate purposes, which may include acquisitions of additional properties, repayment of outstanding indebtedness, capital expenditures, the expansion, redevelopment, and/or improvement of properties in our portfolio, working capital and other general purposes.
On February 23, 2021, the Company and the Operating Partnership entered into an Equity Distribution Agreement (the “Equity Distribution Agreement”) with each of BofA Securities, Inc., Citigroup Global Markets Inc., KeyBanc Capital Markets Inc. and Raymond James & Associates, Inc., pursuant to which the Company may sell, from time to time, up to an aggregate sales price of $150.0 million of its common shares of beneficial interest, $0.01 par value per share under an at-the-market offering program (the “ATM Program”). On November 30, 2021, the Company and the Operating Partnership amended the Equity Distribution Agreement to reflect their filing of a shelf registration statement on November 16, 2021 with the SEC. As of December 31, 2022, the Company has not sold any common shares under the ATM Program. The Operating Partnership intends to use the net proceeds, if any, to repay borrowings under its 2022 Revolving Facility and other indebtedness and for working capital and other general corporate purposes. The Operating Partnership may also use the net proceeds for acquisitions of operating properties and the development or redevelopment of properties, although there are currently no understandings, commitments or agreements to do so.
In the future, we will continue to monitor the capital markets and may consider raising additional capital through the issuance of our common shares, preferred shares or other securities. We may also raise capital by disposing of properties, land parcels or other assets that are no longer core components of our growth strategy. The sale price may differ from our carrying value at the time of sale.
Our Principal Liquidity Needs
Short-Term Liquidity Needs
Near-Term Debt Maturities. As of December 31, 2022, we had $189.4 million of secured debt, excluding scheduled monthly principal payments, and $95.0 million of unsecured debt scheduled to mature in 2023. We believe we have sufficient liquidity to repay these obligations from cash on hand and borrowings on the 2022 Revolving Facility.
Other Short-Term Liquidity Needs. The requirements for qualifying as a REIT and for a tax deduction for some or all of the dividends paid to shareholders necessitate that we distribute at least 90% of our taxable income on an annual basis. Such requirements cause us to have substantial liquidity needs over both the short and long term. Our short-term liquidity needs consist primarily of funds necessary to pay operating expenses associated with our operating properties, scheduled interest and principal payments on our debt of approximately $120 million and $3.0 million, respectively, in 2023, expected dividend payments to our common shareholders and Common Unit holders, and recurring capital expenditures.
 In February 2023, our Board of Trustees declared a cash distribution of $0.24 per common share and Common Unit for the first quarter of 2023, which is expected to be paid on April 14, 2023 to common shareholders and Common Unit holders of record as of April 7, 2023. Future distributions, if any, are at the discretion of the Board of Trustees, who will continue to evaluate our sources and uses of capital, liquidity position, operating fundamentals, maintenance of our REIT qualification and other factors they may deem relevant. We believe we have sufficient liquidity to pay any dividend from cash on hand and borrowings on the 2022 Revolving Facility.
Other short-term liquidity needs include expenditures for tenant improvements, external leasing commissions and recurring capital expenditures. During the year ended December 31, 2022, we incurred $35.6 million for recurring capital expenditures on operating properties and $63.9 million for tenant improvements and external leasing commissions, which includes costs to re-lease anchor space at our operating properties related to tenants open and operating as of December 31, 2022 (excluding development and redevelopment properties). We currently anticipate incurring approximately $100 million of additional major tenant improvement costs related to leasing activity for space that is currently vacant at a number of our operating properties over the next 12 to 18 months. We believe we have the ability to fund these costs through cash flows from operations or borrowings on the 2022 Revolving Facility.
During the year ended December 31, 2022, we completed major redevelopment construction activities at Eddy Street Commons – Phase III, Shoppes at Quarterfield, the residential and commercial portions of the project at One Loudoun Downtown and Circle East and placed these projects in service. As of December 31, 2022, we had three development projects under construction. Our share of total estimated costs for the three projects is $102.8 million, of which our share of the
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remaining expected funding requirement is estimated to be $70.9 million. As of December 31, 2022, we have incurred $26.7 million of these costs. We anticipate incurring the majority of the remaining costs for these projects over the next 24 months and believe we have the ability to fund these projects through cash flows from operations or borrowings on the 2022 Revolving Facility.
Share Repurchase Program
In February 2021, our Board of Trustees approved a share repurchase program, authorizing share repurchases up to an aggregate of $150.0 million (the “Share Repurchase Program”). In February 2022, the Company extended its Share Repurchase Program for an additional year, and in February 2023, extended the program for another year so it will now terminate on February 28, 2024, if not terminated or extended prior to that date. In April 2022, our Board of Trustees authorized a $150.0 million increase to the size of the Share Repurchase Program, authorizing share repurchases up to an aggregate of $300.0 million. As of December 31, 2022, the Company has not repurchased any shares under the Share Repurchase Program. The Company intends to fund any future repurchases under the Share Purchase Program with cash on hand or availability under the 2022 Revolving Facility, subject to any applicable restrictions. The timing of share repurchases and the number of common shares to be repurchased under the Share Repurchase Program will depend upon prevailing market conditions, regulatory requirements and other factors.
Long-Term Liquidity Needs
Our long-term liquidity needs consist primarily of funds necessary to pay for any new development projects, redevelopment of existing properties, non-recurring capital expenditures, acquisitions of properties, payment of indebtedness at maturity and obligations under ground leases.
Selective Acquisitions, Developments and Joint Ventures. We may selectively pursue the acquisition, development and redevelopment of other properties, which would require additional capital. It is unlikely that we would have sufficient funds on hand to meet these long-term capital requirements. We would have to satisfy these needs through additional borrowings, sales of common or preferred shares, issuance of Operating Partnership units, cash generated through property dispositions and/or participation in joint venture arrangements. We cannot be certain that we would have access to these sources of capital on satisfactory terms, if at all, to fund our long-term liquidity requirements. We evaluate all future opportunities against pre-established criteria including, but not limited to, location, demographics, expected return, tenant credit quality, tenant relationships, and the amount of existing retail space. Our ability to access the capital markets will depend on a number of factors, including general capital market conditions.
Potential Debt Repurchases. We may from time to time, depending on market conditions and prices, contractual restrictions, our financial liquidity and other factors, seek to repurchase our senior unsecured notes maturing at various dates through September 2030 in open market transactions, by tender offer or otherwise, as market conditions warrant.
Commitments under Ground Leases. We are obligated under 12 ground leases for approximately 98 acres of land as of December 31, 2022. Most of these ground leases require fixed annual rent payments and the expiration dates of the remaining initial terms of these ground leases range from 2025 to 2092.
Capital Expenditures on Consolidated Properties
The following table summarizes cash capital expenditures for our development and redevelopment projects and other capital expenditures for the year ended December 31, 2022 (in thousands):
Year Ended
December 31, 2022
Active development and redevelopment projects$45,250 
Redevelopment opportunities363 
Recurring operating capital expenditures (primarily tenant improvements) and other112,927 
Total$158,540 
We capitalize certain indirect costs such as interest, payroll, and other general and administrative costs related to these development activities. If we had experienced a 10% reduction in development and redevelopment activities, without a corresponding decrease in indirect project costs, we would have recorded additional expense of $0.2 million for the year ended December 31, 2022.
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Impact of Changes in Credit Ratings on Our Liquidity
We have received investment grade corporate credit ratings from three nationally recognized credit rating agencies. These ratings did not change in 2022.
In the future, these ratings could change based upon, among other things, the impact that prevailing economic conditions may have on our results of operations and financial condition. Credit rating reductions by one or more rating agencies could also adversely affect our access to funding sources, the cost and other terms of obtaining funding, as well as our overall financial condition, operating results and cash flow.
Cash Flows
As of December 31, 2022, we had cash, cash equivalents and restricted cash of $122.0 million. We may be subject to concentrations of credit risk with regards to our cash and cash equivalents. We place our cash and short-term investments with highly rated financial institutions. While we attempt to limit our exposure at any point in time, occasionally such cash and investments may temporarily be in excess of the Federal Deposit Insurance Corporation (“FDIC”) and the Securities Investor Protection Corporation (“SIPC”) insurance limits. We also maintain certain compensating balances in several financial institutions in support of borrowings from those institutions. Such compensating balances were not material to the consolidated balance sheets.
Comparison of the Year Ended December 31, 2022 to the Year Ended December 31, 2021
Our cash flow activities are summarized as follows (in thousands):
Year Ended December 31,
20222021Change
Net cash provided by operating activities$379,283 $100,351 $278,932 
Net cash used in investing activities(45,149)(91,033)45,884 
Net cash (used in) provided by financing activities(312,527)44,459 (356,986)
Increase in cash, cash equivalents and restricted cash21,607 53,777 (32,170)
Cash, cash equivalents and restricted cash, beginning of year100,363 46,586 
Cash, cash equivalents and restricted cash, end of year$121,970 $100,363 
Cash provided by operating activities was $379.3 million for the year ended December 31, 2022 and $100.4 million for the same period of 2021. The cash flows were positively impacted by the Merger, which generated significant incremental operating income due to the increased scale of the Company. This improvement was partially offset by higher general and administrative expenses due to increased head count and higher interest costs related to the debt assumed in the Merger.
Cash used in investing activities was $45.1 million for the year ended December 31, 2022 and $91.0 million for the same period of 2021. Highlights of significant cash sources and uses in investing activities are as follows:
•We received the proceeds from a $125.0 million short-term deposit that matured in April 2022;
•We acquired Pebble Marketplace, the two-tenant building adjacent to MacArthur Crossing and Palms Plaza in 2022 for $100.1 million compared to the acquisition of a multi-tenant retail outparcel at Nora Plaza in 2021 and acquisition deposits for $10.4 million;
•We received net proceeds of $80.4 million from the sale of Plaza Del Lago, a portion of Hamilton Crossing Centre and other land parcels in 2022 compared to net proceeds of $80.7 million from the sale of Westside Market, 17 ground leases and other land parcels in 2021; and
•Capital expenditures increased by $101.2 million driven by the construction activity at our development projects and anchor leasing activity, partially offset by a change in construction payables of $6.3 million in 2022.
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Cash used in financing activities was $312.5 million for the year ended December 31, 2022 compared to cash provided by financing activities of $44.5 million for the same period of 2021. Highlights of significant cash sources and uses in financing activities are as follows:
•We entered into a seven-year $300.0 million unsecured term loan and borrowed $155.0 million on our unsecured revolving line of credit in 2022;
•In 2022, we repaid (i) a $200.0 million unsecured term loan that was scheduled to mature in 2023, (ii) $210.0 million of borrowings on our unsecured revolving line of credit, with no amount outstanding as of December 31, 2022, and (iii) mortgages payable totaling $155.2 million along with $3.8 million of scheduled principal payments using proceeds from the $300.0 million unsecured term loan, $125.0 million short-term deposit and property sales;
•We made distributions to common shareholders and holders of common partnership interests in the Operating Partnership of $182.2 million in 2022 compared to distributions of $60.0 million in 2021; and
•In 2021, we issued $175.0 million of exchangeable senior notes in a private placement offering to proactively fund a portion of our 2022 debt maturities and other borrowings. In connection with this issuance, we incurred transaction costs of $6.0 million and purchased capped calls for $9.8 million.
Management’s discussion of the cash flows for the year ended December 31, 2020, with comparison to the year ended December 31, 2021, was included in Item 7. “Management’s Discussion and Analysis of Financial Condition and Results of Operations” of our Annual Report on Form 10-K for the year ended December 31, 2021.
Other Matters
Financial Instruments
We are exposed to capital market risk, such as changes in interest rates. In order to reduce the volatility related to interest rate risk, we may enter into interest rate hedging arrangements from time to time. We do not use derivative financial instruments for trading or speculative purposes.
Obligations in Connection with Projects Under Construction
We are obligated under various completion guarantees with certain lenders and lease agreements with tenants to complete all or portions of a development project and tenant-specific space currently under construction. We believe we currently have sufficient financing in place to fund these projects and expect to do so primarily through free cash flow or borrowings on the 2022 Revolving Facility.
In addition, we have provided a repayment guaranty on a $33.8 million construction loan associated with the development of the Embassy Suites at the University of Notre Dame, consistent with our 35% ownership interest. Our portion of the repayment guaranty is limited to $5.9 million and the guaranty’s term is through July 1, 2024, the maturity date of the construction loan. As of December 31, 2022, the outstanding loan balance was $33.5 million, of which our share was $11.7 million.
We also provide repayment and completion guaranties on loans totaling $66.2 million associated with the development of The Corner mixed-use project in the Indianapolis MSA. As of December 31, 2022, the outstanding balance of the loans was $30.6 million, of which our share was $15.3 million.
Our share of estimated future costs for under construction and future developments and redevelopments is further discussed beginning on page 43 in the “Short- and Long-Term Liquidity Needs” section.
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Outstanding Indebtedness
The following table provides details on our outstanding consolidated indebtedness as of December 31, 2022 and 2021, adjusted for hedges (in thousands):
December 31, 2022December 31, 2021
Senior unsecured notes$1,749,635 $1,749,635 
Senior exchangeable notes – fixed rate175,000 175,000 
Unsecured revolving line of credit— 55,000 
Unsecured term loans820,000 720,000 
Mortgages payable – fixed rate205,328 363,577 
Mortgages payable – variable rate28,293 29,013 
Debt discounts, premiums and issuance costs, net32,043 58,583 
Total mortgage and other indebtedness, net$3,010,299 $3,150,808 
Consolidated indebtedness, including weighted average interest rates and weighted average maturities as of December 31, 2022, is summarized below (dollars in thousands):
Amount
Outstanding		RatioWeighted Average
Interest Rate		Weighted
Average Years
to Maturity
Fixed rate debt(1)
$2,794,963 94 %3.96 %4.3 
Variable rate debt(2)
183,293 6 %8.08 %3.2 
Debt discounts, premiums and issuance costs, net32,043 N/AN/AN/A
Total$3,010,299 100 %4.21 %4.2 
(1)Fixed rate debt includes the portion of variable rate debt that has been hedged by interest rate swaps. As of December 31, 2022, $820.0 million in variable rate debt is hedged to a fixed rate for a weighted average of 2.7 years.
(2)Variable rate debt includes the portion of fixed rate debt that has been hedged by interest rate swaps. As of December 31, 2022, $155.0 million in fixed rate debt is hedged to a floating rate for a weighted average of 2.7 years.
Mortgage indebtedness is collateralized by certain real estate properties and leases and is generally repaid in monthly installments of interest and principal with maturities over various terms through 2032. 
The variable interest rate on mortgage indebtedness is based on the Bloomberg Short Term Bank Yield Index (“BSBY”) plus 160 basis points. As of December 31, 2022, the one-month BSBY interest rate was 4.36%. Fixed interest rates on mortgages payable range from 3.75% to 5.73%.
Critical Accounting Policies and Estimates
Our significant accounting policies are more fully described in Note 2 to the accompanying consolidated financial statements. As disclosed in Note 2, the preparation of financial statements in accordance with GAAPaccounting principles generally accepted in the United States (“GAAP”) requires management to make estimates and assumptions about future events that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates. We believe that the following discussion addresses our most critical accounting policies, which are those that are most important to the compilation of our financial condition and results of operations and, in some cases, require management’s most difficult, subjective, and complex judgments.
ValuationAcquisition of Investment Properties
In accordance with ASC 805, Business Combinations
Management reviews operational and development projects, land parcels and intangible assets, we accounted for impairment onthe October 2021 Merger with RPAI as a property-by-property basis whenever events or changes in circumstances indicate thatbusiness combination using the carrying valueacquisition method of accounting, which requires the application of a screen test to evaluate if substantially all of the asset may not be recoverable. This review for possible impairment requires certain assumptions, estimates, and significant judgment. Impairment losses for investment properties and intangible assets are measured when the undiscounted cash flows estimated to be generated by the investment properties during the expected holding period are less than the carrying amounts of those assets. The evaluation of impairment is subject to certain management assumptions including projected net operating income, anticipated hold period, expected capital expenditures and the capitalization rate used to estimate the property's residual value. Impairment losses are recorded as the excess of the carrying value over the estimated fair value of the asset. Our impairment reviewgross assets acquired is concentrated in a single identifiable asset or group of similar identifiable assets to determine whether a transaction is accounted for land and development properties assumes we have the intent and the ability to complete the developmentsas an asset acquisition or projected uses for the land parcels. If we determine those plans will not be completed or our assumptions with respect to operating assets are not realized, an impairment loss may be appropriate.
Depreciation may be accelerated for a redevelopment project, including partial demolition of existing structures after the asset is assessed for impairment. 
Operating properties will be classified as held for sale only when those properties are available for immediate sale in their present condition and for which management believes it is probable that a sale of the property will be completed within one year, among other factors. Operating properties classified as held for sale are carried at the lower of cost or fair value less estimated costs to sell. Depreciation and amortization are suspended during the held-for-sale period.

business combination.
Acquisition of Real Estate Investments
Upon acquisition of real estate operating properties, including those assets acquired in the Merger with RPAI, we estimate the fair value of acquired identifiable tangible assets and identified intangible assets and liabilities, assumed debt, and any noncontrolling interest in the acquiree at the date of acquisition, based on evaluation of information and estimates available at that date. Based on these estimates, we record the estimated fair value to the applicable assets and liabilities. In making
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estimates of fair values,value, a number of sources are utilized,used, including information obtained as a result of pre-acquisition due diligence, marketing and leasing activities. The estimates of fair value were determined to have primarily relied upon Level 2 and Level 3 inputs, as defined below.



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Fair value is determined for tangible assets and intangibles, including:
•the fair value of the building on an as-if-vacant basis and the fair value of land determined either by comparable market data, real estate tax assessments, independent appraisals or other relevant data;
•above-market and below-market in-place lease values for acquired properties, which are based on the present value (using an interest rate whichthat 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 utilizeuse 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 aboveabove- or below marketbelow-market terms. We utilizeuse third party and independent sources for our estimates to determine the respective fair value of each mortgage payable.and other indebtedness, including related derivative instruments, assumed. The fair market value of each mortgage payable is amortized to interest expense over the remaining initial terms of the respective loan.

instruments.
We also consider whether there is any value to in-place leases that have a related customer relationship intangible value. Characteristics we consider in determining these values include the nature and extent of existing business relationships with the tenant, growth prospects for developing new business with the tenant, the tenant’s credit quality, and expectations of lease renewals, among other factors. To date, ano tenant relationship has not been developed that is considered to have a current intangible value.
Valuation of Investment Properties
Management reviews operational and development projects, land parcels and intangible assets for impairment on a property-by-property basis whenever events or changes in circumstances indicate that the carrying value of the asset may not be recoverable. This review for possible impairment requires certain assumptions, estimates, and significant judgment. Examples of situations considered to be impairment indicators for both operating properties and development projects include, but are not limited to:
•a substantial decline in or continued low occupancy rate or cash flow;
•expected significant declines in occupancy in the near future;
•continued difficulty in leasing space;
•a significant concentration of financially troubled tenants;
•a reduction in the anticipated holding period;
•a cost accumulation or delay in project completion date significantly above and beyond the original development or redevelopment estimate;
•a significant decrease in the market price not in line with general market trends; and
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•any other quantitative or qualitative events or factors deemed significant by the Company’s management or Board of Trustees.
Impairment losses for investment properties and intangible assets are measured when the undiscounted cash flows estimated to be generated by the investment properties during the expected holding period are less than the carrying amounts of those assets. The evaluation of impairment is subject to certain management assumptions, including projected net operating income, anticipated hold period, expected capital expenditures and the capitalization rate used to estimate the property’s residual value. Impairment losses are recorded as the excess of the carrying value over the estimated fair value of the asset. Our impairment review for land and development properties assumes we have the intent and ability to complete the developments or projected uses for the land parcels. If we determine those plans will not be completed or our assumptions with respect to operating assets are not realized, an impairment loss may be appropriate.
Depreciation may be accelerated for a redevelopment project, including partial demolition of existing structures, after the asset is assessed for impairment.
Operating properties will be classified as held for sale only when those properties are available for immediate sale in their present condition and for which management believes it is probable that a sale of the property will be completed within one year, among other factors. Operating properties classified as held for sale are carried at the lower of cost or fair value less estimated costs to sell. Depreciation and amortization are suspended during the held-for-sale period.
Revenue Recognition
As a lessor of real estate assets, the Company retains substantially all of the risks and benefits of ownership and accounts for its leases as operating leases.
Contractual minimum base rent, percentage rent, and expense reimbursements from tenants for common area maintenance costs, insurance and real estate taxes are our principal sources of revenue. Base minimum rents are recognized on a straight-line basis over the terms of the respective leases. Certain lease agreements contain provisions that grant additional rents based on a tenant’s sales volume (contingent overage rent). Overage rent is recognized when tenants achieve the specified sales targets as defined in their lease agreements. Overage rent is included in rental income in the accompanying consolidated statements of operations for the years ended December 31, 2020 and 2019. If we determine that collectibility is probable, we recognize income from rentals based on the methodology described above. If we determine that collectibility is not probable, we recognize income only to the extent that cash has been received from the tenant. We have accounts receivable due from tenants and are subject to the risk of tenant defaults and bankruptcies that may affect the collection of outstanding receivables. These receivables are reduced for credit loss, thatwhich is recognized as a reduction to rental income. We regularly evaluate the collectibility of these lease-related receivables by analyzing past due account balances and consider such facts as the credit quality of our customer, historical write-off experience, tenant credit-worthiness and current economic trends when evaluating the collectibility of rental income. Although we estimate uncollectible receivables and provide for them through charges against income, actual experience may differ from those estimates.
We recognize the sale of real estate when control transfers to the buyer. As part of our ongoing business strategy, we will, from time to time, sell properties, land parcels and outlots, some of which are ground leasedground-leased to tenants.







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Results of Operations

As of December 31, 2020, we owned interests in 90 operating and redevelopment properties and two development project currently under construction. The following table sets forth the total operating and redevelopment properties and development projects that we owned as of December 31, 2020, 2019 and 2018:

# of Properties
202020192018
Operating Retail Properties83 82 105 
Operating Office Properties and Other4 4 3 
Redevelopment Properties34 3 
Total Operating and Redevelopment Properties90 90 111 
Development Projects:211
Total All Properties92 91 112 
The comparability of results of operations is affected by our development, redevelopment, and operating property disposition activities in 2018 through 2020. Therefore, we believe it is most useful to review the comparisons of our results of operations for these years (as set forth below under “Comparison of Operating Results for the Years Ended December 31, 2020 and 2019”) in conjunction with the discussion of these activities during those periods, which is set forth below. 
Property Acquisition Activities
During the years ended December 31, 2020 and 2019, we acquired the properties listed in the table below. We did not acquire any properties in 2018.  

Property NameMSAAcquisition DateOwned GLA
Pan Am Plaza GarageIndianapolis, INMarch 2019N/A
Nora PlazaIndianapolis, INAugust 2019139,670 
Eastgate CrossingRaleigh, NCDecember 2020156,276 

Operating Property Disposition Activities
During the years ended December 31, 2020, 2019, and 2018, we sold the operating properties listed in the table below.  
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Property NameMSADisposition DateOwned GLA
Trussville PromenadeBirmingham, ALFebruary 2018463,836 
Memorial CommonsGoldsboro, NCMarch 2018111,022 
Tamiami Crossing 1
Naples, FLJune 2018121,705 
Plaza Volente 1
Austin, TXJune 2018156,296 
Livingston Shopping Center 1
Newark, NJJune 2018139,559 
Hamilton CrossingAlcoa, TNNovember 2018175,464 
Fox Lake CrossingChicago, ILDecember 201899,136 
Lowe's PlazaLas Vegas, NVDecember 201830,210 
Whitehall PikeBloomington, INMarch 2019128,997 
Beechwood PromenadeAthens, GAApril 2019297,369 
Village at Bay ParkGreen Bay, WIMay 201982,254 
Lakewood PromenadeJacksonville, FLMay 2019196,655 
Palm Coast LandingPalm Coast, FLMay 2019168,352 
Lowe's - Perimeter WoodsCharlotte, NCMay 2019166,085 
Cannery CornerLas Vegas, NVMay 201930,738 
Temple TerraceTampa, FLJune 201990,328 
University Town CenterOklahoma City, OKJune 2019348,877 
Gainesville PlazaGainesville, FLJuly 2019162,189 
Bolton PlazaJacksonville, FLJuly 2019154,155 
Eastgate PlazaLas Vegas, NVJuly 201996,594 
Burnt StorePunta Gorda, FLJuly 201995,625 
Landstown CommonsVirginia Beach, VAAugust 2019398,139 
Lima MarketplaceFort Wayne, INSeptember 2019100,461 
Hitchcock PlazaAiken, SCSeptember 2019252,211 
Merrimack Village CenterManchester, NHSeptember 201978,892 
Publix at AcworthAtlanta, GAOctober 201969,628 
The Centre at PanolaAtlanta, GAOctober 201973,075 
Beacon HillCrown Point, INOctober 201956,820 
Bell Oaks CentreEvansville, INNovember 201994,958 
Boulevard CrossingKokomo, INDecember 2019124,634 
South Elgin CommonsChicago, ILDecember 2019128,000 

____________________
1The Company has retained a 20% ownership interest in this property.
 Redevelopment Activities
During portions of the years ended December 31, 2020, 2019, and 2018, the following properties were under active redevelopment and removed from our operating portfolio: 
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Property NameMSA
Transition to
Redevelopment1
Transition to Operating PortfolioOwned GLA
Courthouse Shadows2
Naples, FLJune 2013Pending124,802 
Hamilton Crossing Centre3, 4
Indianapolis, INJune 2014Pending89,983 
City CenterWhite Plains, NYDecember 2015June 2018363,103 
Fishers StationIndianapolis, INDecember 2015September 201852,414 
Beechwood Promenade 5
Athens, GADecember 2015December 2018297,369 
The Corner3, 4
Indianapolis, INDecember 2015Pending27,731 
Rampart CommonsLas Vegas, NVMarch 2016December 201879,314 
Burnt Store Marketplace 5
Punta Gorda, FLJune 2016March 201895,625 
Glendale Town Center 3
Indianapolis, INMarch 2019Pending393,002 

____________________
1Transition date represents the date the property was transferred from our operating portfolio into redevelopment status.
2This property was sold in 2020.
3This property has been identified as a redevelopment property and is not included in the operating portfolio or the same property pool.
4This redevelopment would potentially include the creation of a mixed-use (office, retail, and multi-family) development.
5This property was sold in 2019.

Net Operating Income and Same Property Net Operating Income

We use property net operating income (“NOI”), a non-GAAP financial measure, to evaluate the performance of our properties. We define NOI as income from our real estate, including lease termination fees received from tenants, less our property operating expenses. NOI excludes amortization of capitalized tenant improvement costs and leasing commissions and certain corporate level expenses. We believe that NOI is helpful to investors as a measure of our operating performance because it excludes various items included in net income that do not relate to or are not indicative of our operating performance, such as depreciation and amortization, interest expense, and impairment, if any.

We also use same property NOI ("Same Property NOI"), a non-GAAP financial measure, to evaluate the performance of our properties. Same Property NOI excludes properties that have not been owned for the full period presented. It also excludes net gains from outlot sales, straight-line rent revenue, lease termination income in excess of lost rent, amortization of lease intangibles and significant prior period expense recoveries and adjustments, if any. When the Company receives payments in excess of any accounts receivable for terminating a lease, Same Property NOI will include such excess payments as monthly rent until the earlier of the following: the expiration of 12 months or the start date of a replacement tenant. We believe that Same Property NOI is helpful to investors as a measure of our operating performance because it includes only the NOI of properties that have been owned for the full period presented. We believe such presentation eliminates disparities in net income due to the acquisition or disposition of properties during the particular period presented and thus provides a more consistent metric for the comparison of our properties. Same Property NOI includes the results of properties that have been owned for the entire current and prior year reporting periods.

NOI and Same Property NOI should not, however, be considered as alternatives to net income (calculated in accordance with GAAP) as indicators of our financial performance. Our computation of NOI and Same Property NOI may differ from the methodology used by other REITs, and therefore may not be comparable to such other REITs.

When evaluating the properties that are included in the same property pool, we have established specific criteria for determining the inclusion of properties acquired or those recently under development. An acquired property is included in the same property pool when there is a full quarter of operations in both years subsequent to the acquisition date. Development and redevelopment properties are included in the same property pool four full quarters after the properties have been transferred to the operating portfolio. A redevelopment property is first excluded from the same property pool when the execution of a redevelopment plan is likely and we 1) begin recapturing space from tenants or b) the contemplated plan significantly impacts the operations of the property. At December 31, 2020, the same property pool excluded three properties in redevelopment, one recently completed development, two acquired properties, and three commercial properties.
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The following table reflects Same Property NOI1 and a reconciliation to net income attributable to common shareholders for the years ended December 31, 2020 and 2019 (unaudited):

($ in thousands)Years Ended December 31, 
20202019% Change
Leased percentage at period end91.5 %96.1 % 
Economic Occupancy percentage2
92.1 %92.8 % 
Same Property NOI$179,304 $191,970 (6.6)%
Reconciliation of Same Property NOI to Most Directly Comparable GAAP Measure:    
Net operating income - same properties$179,304 $191,970  
Net operating income - non-same activity3
10,084 38,403  
Other (expense) income, net(357)(471) 
General, administrative and other(30,840)(28,214) 
Loss on debt extinguishment— (11,572)
Impairment charges— (37,723)
Depreciation and amortization expense(128,648)(132,098)
Interest expense(50,399)(59,268) 
Gains on sales of operating properties4,733 38,971  
Net income attributable to noncontrolling interests(100)(532)
Net loss attributable to common shareholders$(16,223)$(534)

____
1Same Property NOI excludes (i) The Corner, Glendale Town Center, and Hamilton Crossing redevelopments, (ii) Eddy Street Commons - Phases II and III developments, (iii) the recently acquired Eastgate Crossing and Nora Plaza, and (iv) office properties.
2Excludes leases that are signed but for which tenants have not yet commenced the payment of cash rent. Calculated as a weighted average based on the timing of cash rent commencement and expiration during the period.
3Includes non-cash activity across the portfolio as well as net operating income from properties not included in the same property pool including properties sold during both periods.
Our Same Property NOI decreased 6.6% in 2020 compared to 2019. This decrease was primarily due to bad debt expense of $12.1 million in 2020 related to certain tenants that were impacted by the COVID-19 pandemic.  


Funds From Operations
Funds from Operations ("FFO") is a widely used performance measure for real estate companies and is provided here as a supplemental measure of operating performance. We calculate FFO, a non-GAAP financial measure, in accordance with the best practices described in the April 2002 National Policy Bulletin of the National Association of Real Estate Investment Trusts ("NAREIT"), as restated in 2018. The NAREIT white paper defines FFO as net income (calculated in accordance with GAAP), excluding depreciation and amortization related to real estate, gains and losses from the sale of certain real estate assets, gains and losses from change in control, and impairment write-downs of certain real estate assets and investments in entities when the impairment is directly attributable to decreases in the value of depreciable real estate held by the entity.

Considering the nature of our business as a real estate owner and operator, the Company believes that FFO is helpful to investors in measuring our operational performance because it excludes various items included in net income that do not relate to or are not indicative of our operating performance, such as gains or losses from sales of depreciated property and
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depreciation and amortization, which can make periodic and peer analyses of operating performance more difficult. FFO (a) should not be considered as an alternative to net income (calculated in accordance with GAAP) for the purpose of measuring our financial performance, (b) is not an alternative to cash flow from operating activities (calculated in accordance with GAAP) as a measure of our liquidity, and (c) is not indicative of funds available to satisfy our cash needs, including our ability to make distributions. Our computation of FFO may not be comparable to FFO reported by other REITs that do not define the term in accordance with the current NAREIT definition or that interpret the current NAREIT definition differently than we do. For informational purposes, we have also provided FFO adjusted for loss on debt extinguishment.

From time to time, the Company may report or provide guidance with respect to “NAREIT FFO as adjusted” which removes the impact of certain non-recurring and non-operating transactions or other items the Company does not consider to be representative of its core operating results including without limitation, gains or losses associated with the early extinguishment of debt, gains or losses associated with litigation involving the Company that is not in the normal course of business, the impact on earnings from employee severance, and the excess of redemption value over carrying value of preferred stock redemption, which are not otherwise adjusted in the Company’s calculation of FFO.
Our calculations of FFO1 and reconciliation to consolidated net income and FFO, as adjusted for the years ended December 31, 2020, 2019 and 2018 (unaudited) are as follows:
($ in thousands)Years Ended December 31,
202020192018
Consolidated net loss$(16,123)$(2)$(46,451)
Less: net income attributable to noncontrolling interests in properties(528)(528)(1,151)
Less: Gain on sales of operating properties(4,733)(38,971)(3,424)
Add: impairment charges— 37,723 70,360 
Add: depreciation and amortization of consolidated and unconsolidated entities, net of noncontrolling interests130,091 133,184 151,856 
   FFO of the Operating Partnership1
108,707 131,406 171,190 
Less: Limited Partners' interests in FFO(2,826)(3,153)(4,109)
   FFO attributable to Kite Realty Group Trust common shareholders1
$105,881 $128,253 $167,081 
FFO of the Operating Partnership1
$108,707 $131,406 $171,190 
Add: severance charge3,253 — — 
Add: loss on debt extinguishment— 11,572 — 
FFO, as adjusted, of the Operating Partnership$111,960 $142,978 $171,190 
____________________
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.
Earnings before Interest, Tax, Depreciation, and Amortization (EBITDA)
We define EBITDA, a non-GAAP financial measure, as net income before depreciation and amortization, interest expense and income tax expense of TRS. For informational purposes, we have also provided Adjusted EBITDA, which we define as EBITDA less (i) EBITDA from unconsolidated entities, (ii) gains on sales of operating properties or impairment charges, (iii) other income and expense, (iv) noncontrolling interest EBITDA and (v) other non-recurring activity or items impacting comparability from period to period. Annualized Adjusted EBITDA is Adjusted EBITDA for the most recent quarter multiplied by four. Net Debt to Adjusted EBITDA is our share of net debt divided by Annualized Adjusted EBITDA. EBITDA, Adjusted EBITDA, Annualized Adjusted EBITDA and Net Debt to Adjusted EBITDA, as calculated by us, are not comparable to EBITDA and EBITDA-related measures reported by other REITs that do not define EBITDA and EBITDA-related measures exactly as we do. EBITDA, Adjusted EBITDA and Annualized Adjusted EBITDA do not represent cash generated from operating activities in accordance with GAAP, and should not be considered alternatives to net income as an indicator of performance or as alternatives to cash flows from operating activities as an indicator of liquidity.

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Considering the nature of our business as a real estate owner and operator, we believe that EBITDA, Adjusted EBITDA and the ratio of Net Debt to Adjusted EBITDA are helpful to investors in measuring our operational performance because they exclude various items included in net income that do not relate to or are not indicative of our operating performance, such as gains or losses from sales of depreciated property and depreciation and amortization, which can make periodic and peer analyses of operating performance more difficult. For informational purposes, we have also provided Annualized Adjusted EBITDA, adjusted as described above. We believe this supplemental information provides a meaningful measure of our operating performance. We believe presenting EBITDA and the related measures in this manner allows investors and other interested parties to form a more meaningful assessment of our operating results.
The following table presents a reconciliation of our EBITDA, Adjusted EBITDA and Annualized Adjusted EBITDA to consolidated net income (the most directly comparable GAAP measure) and a calculation of Net Debt to Adjusted EBITDA.
($ in thousands)Three Months Ended
December 31, 2020
Consolidated net loss$(6,842)
Adjustments to net income:
Depreciation and amortization31,818 
Interest expense12,284 
Income tax benefit of taxable REIT subsidiary(200)
Earnings Before Interest, Taxes, Depreciation and Amortization (EBITDA)37,060 
Adjustments to EBITDA:
Unconsolidated EBITDA352 
Gain on sales of operating properties159 
Severance charges3,253 
Other income and expense, net408 
Noncontrolling interest(132)
Adjusted EBITDA41,100 
Annualized Adjusted EBITDA1
$164,402 
Company Share of Net Debt:
Mortgage and other indebtedness$1,170,794 
Less: Partner share of consolidated joint venture debt 2
(1,102)
Less: Cash, cash equivalents, and restricted cash(47,760)
Plus: Company share of unconsolidated joint venture debt22,150 
Plus: Debt Premium5,282 
Company Share of Net Debt$1,149,364 
Net Debt to Adjusted EBITDA7.0x
____________________
1Represents Adjusted EBITDA for the three months ended December 31, 2020 (as shown in the table above) multiplied by four. 
2Partner share of consolidated joint venture debt is calculated based upon the partner's pro-rata ownership of the joint venture, multiplied by the related secured debt balance.


Comparison of Operating Results for the Years Ended December 31, 2020 and 2019
The following table reflects changes in the components of our consolidated statements of operations for the years ended December 31, 2020 and 2019:
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($ in thousands)20202019Net change 2019 to 2020
Revenue:   
Rental income$257,670 $308,399 $(50,729)
Other property related revenue8,597 6,326 2,271 
Fee income378 448 (70)
Total revenue266,645 315,173 (48,528)
Expenses:   
Property operating41,012 45,575 (4,563)
Real estate taxes35,867 38,777 (2,910)
General, administrative, and other30,840 28,214 2,626 
Depreciation and amortization128,648 132,098 (3,450)
Impairment charge— 37,723 (37,723)
Total expenses236,367 282,387 (46,020)
Gains on sale of operating properties, net4,733 38,971 (34,238)
Operating income35,011 71,757 (36,746)
Interest expense(50,399)(59,268)8,869 
Income tax benefit of taxable REIT subsidiary696 282 414 
Loss on debt extinguishment— (11,572)11,572 
  Equity in loss of unconsolidated subsidiary(1,685)(628)(1,057)
  Other income (expense), net254 (573)827 
Consolidated net income(16,123)(2)(16,121)
Net income attributable to noncontrolling interests(100)(532)432 
Net (loss) income attributable to Kite Realty Group Trust(16,223)(534)$(15,689)
Property operating expense to total revenue ratio15.4 %14.5 %0.9 %

Rental income decreased $50.7 million, or 16.4%, due to the following:
($ in thousands)Net change 2019 to 2020
Properties sold during 2019$(31,809)
Properties under redevelopment or acquired during 2019 and/or 2020856 
Properties fully operational during 2019 and 2020 and other(19,776)
Total$(50,729)
The net decrease of $19.8 million in rental income for properties that were fully operational during 2019 and 2020 is primarily due to $17.4 million of bad debt expense for certain non-cash straight-line rent and billed rent receivables related to tenants that are financially distressed due to the COVID-19 pandemic. In addition, the Company had a reduction in minimum rent due to a decrease in occupancy due to certain closures, most notably by certain anchor tenants, such as Stein Mart, 24 Hour Fitness, and New York Sports Club that have declared bankruptcy during the COVID-19 pandemic.

While leasing activity was reduced during 2020, the Company has been able to continue to generate higher rents on new leases and renewals. The average rents for new comparable leases signed in 2020 were $20.77 per square foot compared to average expiring base rents of $19.04 per square foot in that period. The average base rents for renewals signed in 2020 were $16.10 per square foot compared to average expiring base rents of $15.18 per square foot in that period.

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Following the completion of Project Focus in 2019 and the current year leasing activity, the quality of our operating retail portfolio continued to improve. This is evidenced by the increase in the annualized base rent per square foot to $18.42 per square foot as of December 31, 2020 from $17.83 per square foot as of December 31, 2019.

Other property related revenue primarily consists of parking revenues and gains on sales of undepreciated assets.  This revenue increased by $2.3 million, primarily as a result of higher gains on sales of undepreciated assets of $5.7 million partially offset by a decrease in parking revenues of $2.0 million.

We recorded fee income of $0.4 million for the years ended December 31, 2020 and 2019, respectively, from property management services provided to unconsolidated joint ventures.
Property operating expenses decreased $4.6 million, or 10.0%, due to the following:
($ in thousands)Net change 2019 to 2020
Properties sold during 2019$(4,592)
Properties under redevelopment or acquired during 2019 and/or 2020381 
Properties fully operational during 2019 and 2020 and other(352)
Total$(4,563)
The net decrease of $0.4 million in property operating expenses for properties that were fully operational during 2019 and 2020 is primarily due to a continued focus on cost controls over certain operating expense spend in 2020. These provided savings of $1.4 million that were partially offset by an increase in insurance costs of $1.0 million due to higher premiums across the real estate industry that were realized upon renewal.

As a percentage of rental revenue, property operating expenses increased between years from 14.5% to 15.4%. The increase was mostly due to a decline in revenue in 2020 due to the impact of the COVID-19 pandemic.

Real estate taxes decreased $2.9 million, or 7.5%, due to the following:
($ in thousands)Net change 2019 to 2020
Properties sold during 2019$(3,607)
Properties under redevelopment or acquired during 2019 and/or 202073 
Properties fully operational during 2019 and 2020 and other624 
Total$(2,910)
The net increase of $0.6 million in real estate taxes for properties that were fully operational during 2019 and 2020 is primarily due to an increase in current year tax assessments at certain operating properties. The majority of real estate tax expense is recoverable from tenants and such recovery is reflected in rental income.

General, administrative and other expenses increased $2.6 million, or 9.3%. The increase is primarily due to $3.3 million of severance charges incurred during the fourth quarter of 2020.

Depreciation and amortization expense decreased $3.5 million, or 2.6%, due to the following:
($ in thousands)Net change 2019 to 2020
Properties sold during 2019$(12,880)
Properties under redevelopment or acquired during 2019 and/or 20201,146 
Properties fully operational during 2019 and 2020 and other8,284 
Total$(3,450)
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The net increase of $1.1 million in properties under redevelopment or acquired during 2019 and 2020 is primarily due to a full year of operations for Nora Plaza and Pan Am Plaza Garage that were acquired in 2019. The net increase of $8.3 million in depreciation and amortization at properties fully operational during 2019 and 2020 is primarily due to accelerated depreciation of certain tenant-related assets for tenants that vacated their spaces during 2020.
In 2019, we recorded impairment charges totaling $37.7 million related to a reduction in the expected holding period of certain operating properties. In 2020, we did not record any impairment charges. See additional discussion in Note 8 to the consolidated financial statements.

Interest expense decreased $8.9 million or 15.0%. The decrease is due to the significant debt reduction following the successful completion of Project Focus in 2019.

The Company incurred an $11.6 million loss on debt extinguishment for the year ended December 31, 2019 related to costs incurred to retire certain secured loans that were paid off in connection with property sales. There was no such activity in 2020.

We recorded a net gain of $4.7 million for the year ended December 31, 2020 on the sale of one redevelopment property, compared to a net gain of $39.0 million on the sale of 23 assets for the year ended December 31, 2019.
    Management’s discussion of the financial condition, changes in financial condition and results of operations for the year ended December 31, 2019, with comparison to the year ended December 31, 2018, was included in Item 7, "Management’s Discussion and Analysis of Financial Condition and Results of Operations” of our Annual Report on Form 10-K for the year ended December 31, 2019.

Liquidity and Capital Resources
Overview
Our primary finance and capital strategy is to maintain a strong balance sheet with sufficient flexibility to fund our operating and investment activities in a cost-effective manner. We consider a number of factors when evaluating our level of indebtedness and when making decisions regarding additional borrowings or equity offerings, including the estimated value of properties to be developed or acquired, the estimated market value of our properties and the Company as a whole upon placement of the borrowing or offering, and the ability of particular properties to generate cash flow to cover debt service. We will continue to monitor the capital markets and may consider raising additional capital through the issuance of our common or preferred shares, unsecured debt securities, or other securities. 
Our Principal Capital Resources
For a discussion of cash generated from operations, see “Cash Flows,” beginning on page 56.  In addition to cash generated from operations, we discuss below our other principal capital resources. 
The completion of Project Focus in 2019 has enhanced our liquidity position, reduced our leverage, and reduced our borrowing costs. We continue to focus on a balanced approach to growth and staggering and extending debt maturities in order to retain our financial flexibility.
As of December 31, 2020, we had approximately $523 million available under our Credit Facility for future borrowings based on the unencumbered asset pool allocated to the unsecured revolving credit facility. We also had $43.6 million in cash and cash equivalents as of December 31, 2020.  

We were in compliance with all applicable financial covenants under our Credit Facility, our unsecured term loans, and our senior unsecured notes as of December 31, 2020.

We have on file with the SEC a shelf registration statement on Form S-3 relating to the offer and sale, from time to time, of an indeterminate amount of equity and debt securities. Equity securities may be offered and sold by the Parent Company, and the net proceeds of any such offerings would be contributed to the Operating Partnership in exchange for additional General Partner Units. Debt securities may be offered and sold by the Operating Partnership with the Operating Partnership receiving the proceeds. From time to time, we may issue securities under this shelf registration statement to fund the repayment of long-term debt upon maturity, for other general corporate purposes or as otherwise set forth in the applicable prospectus
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supplement. We plan to file a new shelf registration statement on Form S-3 prior to or upon expiration of the current registration statement.

In the future, we will continue to monitor the capital markets and may consider raising additional capital through the issuance of our common shares, preferred shares or other securities. We may also raise capital by disposing of properties, land parcels or other assets that are no longer core components of our growth strategy.  The sale price may differ from our carrying value at the time of sale. 

Our Principal Liquidity Needs
Short-Term Liquidity Needs
Near-Term Debt Maturities. As of December 31, 2020, we did not have any debt scheduled to mature in 2021, excluding scheduled monthly principal payments.
Other Short-Term Liquidity Needs. The requirements for qualifying as a REIT and for a tax deduction for some or all of the dividends paid to shareholders necessitate that we distribute at least 90% of our taxable income on an annual basis. Such requirements cause us to have substantial liquidity needs over both the short term and the long term. Our short-term liquidity needs consist primarily of funds necessary to pay operating expenses associated with our operating properties, interest expense and scheduled principal payments on our debt, expected dividend payments to our common shareholders and to Common Unit holders, and recurring capital expenditures.

 In February 2021, our Board of Trustees declared a cash distribution of $0.17 per common share and Common Unit for the first quarter of 2021. This distribution is expected to be paid on or about April 15, 2021 to common shareholders and Common Unit holders of record as of April 8, 2021.
Other short-term liquidity needs also include expenditures for tenant improvements, renovation costs, external leasing commissions and recurring capital expenditures.  During the year ended December 31, 2020, we incurred $1.7 million of costs for recurring capital expenditures on operating properties, $12.0 million of costs for tenant improvements and external leasing commissions, and $17.4 million to re-lease anchor space at our operating properties related to tenants open and operating as of December 31, 2020 (excluding development and redevelopment properties). We currently anticipate incurring approximately $16 million to $20 million of additional major tenant improvements costs related to releasing vacant space at a number of our operating properties.

As of December 31, 2020, we had two development projects under construction: Eddy Street Commons in South Bend, Indiana and Glendale Town Center in Indianapolis, Indiana. Total estimated costs for these projects are $56.9 million, of which our share is estimated to be $12.6 million.  We anticipate incurring the majority of the remaining costs for the projects over the next 18 months.  We believe we have the ability to fund these projects through cash flow from operations or by borrowing on the Credit Facility. 

Long-Term Liquidity Needs
Our long-term liquidity needs consist primarily of funds necessary to pay for any new development projects, redevelopment of existing properties, non-recurring capital expenditures, acquisitions of properties, and payment of indebtedness at maturity.

Potential Redevelopment Opportunities. We are currently evaluating additional redevelopment of several other properties. We believe we will have sufficient funding for these projects through cash flow from operations, borrowings on our Credit Facility and proceeds from asset sales. 
Selective Acquisitions, Developments and Joint Ventures. We may selectively pursue the acquisition and development of other properties, which would require additional capital.  It is unlikely that we would have sufficient funds on hand to meet these long-term capital requirements, requiring us to satisfy these needs through additional borrowings, sales of common or preferred shares, issuance of Operating Partnership units, cash generated through property dispositions and/or participation in joint venture arrangements.  We cannot be certain that we would have access to these sources of capital on satisfactory terms, if at all, to fund our long-term liquidity requirements.  We evaluate all future opportunities against pre-established criteria including, but not limited to, location, demographics, expected return, tenant credit quality, tenant relationships, and the amount of existing retail space in the market.  Our ability to access the capital markets will be dependent on a number of factors, including general capital market conditions.
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Capitalized Expenditures on Consolidated Properties
The following table summarizes cash capital expenditures for our development and redevelopment properties and other capital expenditures for the year ended December 31, 2020:
Year Ended
($ in thousands)December 31, 2020
Developments$2,919 
Redevelopment Opportunities308 
Recently completed redevelopments and other4,244 
Big Box Surge activity17,998 
Recurring operating capital expenditures (primarily tenant improvement payments)12,797 
Total$38,266 

We capitalize certain indirect costs such as interest, payroll, and other general and administrative costs related to these development activities.  If we had experienced a 10% reduction in development and redevelopment activities, without a corresponding decrease in indirect project costs, we would have recorded additional expense of $0.2 million for the year ended December 31, 2020.

Impact of Changes in Credit Ratings on Our Liquidity

We have been assigned investment grade corporate credit ratings from two nationally recognized credit rating agencies. These ratings were unchanged during 2020.

In the future, the ratings could change based upon, among other things, the impact that prevailing economic conditions may have on our results of operations and financial condition. Credit rating reductions by one or more rating agencies could also adversely affect our access to funding sources, the cost and other terms of obtaining funding, as well as our overall financial condition, operating results and cash flow.

Cash Flows

As of December 31, 2020, we had cash and cash equivalents on hand of $43.6 million. We may be subject to concentrations of credit risk with regard to our cash and cash equivalents.  We place our cash and short-term cash investments with highly rated financial institutions.  While we attempt to limit our exposure at any point in time, occasionally, such cash and investments may temporarily be in excess of FDIC and SIPC insurance limits.  We also maintain certain compensating balances in several financial institutions in support of borrowings from those institutions.  Such compensating balances were not material to the consolidated balance sheets.

Comparison of the Year Ended December 31, 2020 to the Year Ended December 31, 2019
Cash provided by operating activities was $95.5 million for the year ended December 31, 2020, a decrease of $42.4 million from the same period of 2019.  The cash flows were negatively impacted due to the significant property sales activity throughout 2019 and reduced collection activity due to the COVID-19 pandemic.
Cash used in investing activities was $80.8 million for the year ended December 31, 2020, as compared to cash provided by investing activities of $416.6 million in the same period of 2019.  The major changes in cash used in and provided by investing activities are as follows: 
•Net proceeds of $23.0 million related to the sale of one redevelopment property and five parcels of land in 2020 compared to sale proceeds of $529.4 million from the sale of 23 assets in 2019;

•Acquisition of Eastgate Crossing in 2020 for $65.3 million compared to the acquisition of Nora Plaza and Pan Am Plaza Parking Garage in 2019 for $58.2 million; and

•Decrease in capital expenditures of $15.0 million, partially offset by a change in construction payables of $2.4 million in 2020. 
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Cash used in financing activities was $20.9 million for the year ended December 31, 2020, compared to cash used in financing activities of $547.2 million in the same period of 2019.  Highlights of significant cash sources and uses in financing activities during 2020 are as follows:
•In March 2020, we borrowed $300.0 million on the Credit Facility as a precautionary measure in order to increase our cash position and preserve financial flexibility in light of uncertainty in the global markets resulting from the COVID-19 pandemic;

•During the remainder of 2020, we repaid the $300.0 million borrowing on the Credit Facility as we became incrementally more confident in the recovery from the COVID-19 pandemic;

•We borrowed $25.0 million on the Credit Facility to fund a portion of the purchase price of Eastgate Crossing;

•In 2019, we used the proceeds from the sale of operating properties to pay down $395.5 million of secured and unsecured debt;

•In 2019, we paid $14.5 million of debt extinguishment costs; and

•In 2020, we made distributions to common shareholders and Common Unit holders of $39.7 million, compared to distributions of $137.1 million in 2019.

Management’s discussion of the cash flows for the year ended December 31, 2018, with comparison to the year ended December 31, 2019, was included in Item 7, "Management’s Discussion and Analysis of Financial Condition and Results of Operations” of our Annual Report on Form 10-K for the year ended December 31, 2019.


Other Matters

Financial Instruments

We are exposed to capital market risk, such as changes in interest rates. In order to reduce the volatility relating to interest rate risk, we may enter into interest rate hedging arrangements from time to time. We do not utilize derivative financial instruments for trading or speculative purposes.
Obligations in Connection with Projects Under Construction
We are obligated under various completion guarantees with tenants to complete tenant-specific spaces currently under construction. We believe we currently have sufficient financing in place to fund our investment in any existing or future projects through cash from operations or borrowings on our Credit Facility.   

In addition, we have provided a repayment guaranty on a $33.8 million construction loan with the development of Embassy Suites at the University of Notre Dame consistent with our 35% ownership interest. As of December 31, 2020, the current outstanding loan balance is $33.6 million, of which our share is $11.8 million.  

Our share of estimated future costs for under construction and future developments and redevelopments is further discussed on page 55 in the "Short and Long-Term Liquidity Needs" section.


Outstanding Indebtedness
The following table presents details of outstanding consolidated indebtedness as of December 31, 2020 and 2019 adjusted for hedges: 
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($ in thousands) December 31,
2020		December 31,
2019
Senior unsecured notes$550,000 $550,000 
Unsecured revolving credit facility25,000 — 
Unsecured term loans250,000 250,000 
Mortgage notes payable - fixed rate295,966 297,472 
Mortgage notes payable - variable rate55,110 55,830 
Net debt premiums and issuance costs, net(5,282)(6,722)
Total mortgage and other indebtedness$1,170,794 $1,146,580 
 Consolidated indebtedness, including weighted average maturities and weighted average interest rates at December 31, 2020, is summarized below:  
($ in thousands)Outstanding AmountRatioWeighted Average
Interest Rate		Weighted Average
Maturity
(in years)
Fixed Rate Debt$1,095,966 94 %4.17 %5.0 
Variable Rate Debt 1
80,110 6 %1.60 %1.5 
Net Debt Premiums and Issuance Costs, Net(5,282)N/AN/AN/A
Total Consolidated Debt$1,170,794 100 %4.00 %4.7 

_______
1Fixed 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, 2020, $250 million in variable rate debt is hedged for a weighted average of 2.2 years.

Mortgage indebtedness is collateralized by certain real estate properties and leases.  Mortgage indebtedness is generally repaid in monthly installments of interest and principal and matures over various terms through 2030.
Variable interest rates on mortgage indebtedness is based on LIBOR plus 160 basis points.  At December 31, 2020, the one-month LIBOR interest rate was 0.14%.  Fixed interest rates on mortgage loans range from 3.78% to 5.73%.

58

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Our future income, cash flows and fair values relevant to financial instruments depend upon prevailing interest rates. We are exposed to interest rate changes primarily through our Credit2022 Revolving Facility and unsecured term loans and other property-specific variable-rate mortgages. Our objectives with respect to interest rate risk are to limitbalance the potential impact of interest rate changes on operations and cash flows andagainst our desire to lower itsour overall borrowing costs. To achieve these objectives, we may borrow at fixed or variable rates and may enter into derivative financial instruments such as interest rate swaps, hedges, etc., in order to mitigate itsthe interest rate risk on a related variable-rate financial instrument.risk. As a matter of policy, we do not utilizeuse financial instruments for trading or speculative transactions.
WeAs of December 31, 2022, we had $1.2$3.0 billion of outstanding consolidated indebtedness as of December 31, 2020 (inclusive of net unamortized net debt discounts, premiums and issuance costs of $5.3$32.0 million). As of December 31, 2020,In addition, we were party to various consolidated interest rate hedge agreements totaling $250.0$975.0 million with maturities over various terms through 2025.2026. Reflecting the effects of these hedge agreements, our fixed and variable rate debt would have been $1.1$2.8 billion (94%) and $80.1$183.3 million (6%), respectively, of our total consolidated indebtedness at December 31, 2020. 2022.
We do not have anyAs of December 31, 2022, we had $256.5 million of fixed rate debt scheduled to mature during 2021.in 2023. A 100-basis point change in interest rates on this debt as of December 31, 2022 would change our annual cash flow by $2.6 million. A 100-basis point change in interest rates on our unhedged variable rate debt as of December 31, 20202022 would change our annual cash flow by $0.8$1.8 million. Based upon the terms of our variable rate debt, we are most vulnerable to a change in short-term LIBORSOFR interest rates.

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The consolidated financial statements of the Company included in this Report are listed in Part IV, Item 15(a) of this report.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
None.
ITEM 9A. CONTROLS AND PROCEDURES

Kite Realty Group Trust
Evaluation of Disclosure Controls and Procedures
An evaluation was performed under the supervision and with the participation of the Parent Company’s management, including its Chief Executive Officer and Chief Financial Officer, of the effectiveness of its disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities and Exchange Act of 1934, as amended) as of the end of the period covered by this report. Based on that evaluation, the Parent Company'sCompany���s Chief Executive Officer and Chief Financial Officer concluded that these disclosure controls and procedures were effective.

Changes in Internal Control Over Financial Reporting
There has beenwere no change inchanges to the Parent Company’s internal control over financial reporting (as defined in Rule 13a-15(f) underduring the Securities Exchange Act of 1934) identified in connection with the evaluation required by Rule 13a-15(b) under the Securities Exchange Act of 1934 of the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934) as offourth quarter ended December 31, 20202022 that hashave materially affected, or isare reasonably likely to materially affect, its internal control over financial reporting.

Management Report on Internal Control Over Financial Reporting
The Parent Company is responsible for establishing and maintaining adequate internal control over financial reporting, as that term is defined in Rule 13a-15(f) of the Exchange Act. Under the supervision of and with the participation of the Parent Company'sCompany’s management, including its Chief Executive Officer and Chief Financial Officer, the Parent Company conducted an evaluation of the effectiveness of its internal control over financial reporting based on the 2013 framework in Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on its evaluation under the framework in Internal Control – Integrated Framework, the Parent Company'sCompany’s management has concluded that its internal control over financial reporting was effective as of December 31, 2020. 
59

2022. The Parent Company'sCompany’s independent auditors, KPMG LLP, an independent registered public accounting firm, have issued a report on its internal control over financial reporting as stated in their report which is included herein.
50

The Parent Company'sCompany’s internal control system was designed to provide reasonable assurance to our management and Board of Trustees regarding the preparation and fair presentation of published financial statements. All internal control systems, no matter how well designed, have inherent limitations. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation.

Kite Realty Group, L.P.

Evaluation of Disclosure Controls and Procedures
An evaluation was performed under the supervision and with the participation of the Operating Partnership’s management, including its Chief Executive Officer and Chief Financial Officer, of the effectiveness of its disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities and Exchange Act of 1934, as amended) as of the end of the period covered by this report. Based on that evaluation, the Operating Partnership'sPartnership’s Chief Executive Officer and Chief Financial Officer concluded that these disclosure controls and procedures were effective.
Changes in Internal Control Over Financial Reporting
There has beenwere no change inchanges to the Operating Partnership’s internal control over financial reporting (as defined in Rule 13a-15(f) underduring the Securities Exchange Act of 1934) identified in connection with the evaluation required by Rule 13a-15(b) under the Securities Exchange Act of 1934 of the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934) as offourth quarter ended December 31, 20202022 that hashave materially affected, or isare reasonably likely to materially affect, its internal control over financial reporting.

Management Report on Internal Control Over Financial Reporting
The Operating Partnership is responsible for establishing and maintaining adequate internal control over financial reporting, as that term is defined in Rule 13a-15(f) of the Exchange Act. Under the supervision of and with the participation of the Operating Partnership'sPartnership’s management, including its Chief Executive Officer and Chief Financial Officer, the Operating Partnership conducted an evaluation of the effectiveness of its internal control over financial reporting based on the 2013 framework in Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on its evaluation under the framework in Internal Control – Integrated Framework, the Operating Partnership'sPartnership’s management has concluded that its internal control over financial reporting was effective as of December 31, 2020. 
2022. The Operating Partnership'sPartnership’s independent auditors, KPMG LLP, an independent registered public accounting firm, have issued a report on its internal control over financial reporting as stated in their report which is included herein.
The Operating Partnership'sPartnership’s internal control system was designed to provide reasonable assurance to our management and Board of Trustees regarding the preparation and fair presentation of published financial statements. All internal control systems, no matter how well designed, have inherent limitations. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation.


51

Report of Independent Registered Public Accounting Firm


REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Shareholders and Board of Trustees of Kite Realty Group Trust:

Opinion on Internal Control Over Financial Reporting

We have audited Kite Realty Group Trust and subsidiaries’ (the Company) internal control over financial reporting as of December 31, 2020,2022, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2020,2022, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheetsheets of the Company as of December 31, 2020,2022 and 2021, the related consolidated statements of operations and comprehensive income, shareholders’ equity, and cash flows for each of the yearyears in the three-year period ended December 31, 2020,2022, and the related notes and financial statement schedule III – Consolidated Real Estate and Accumulated Depreciation (collectively, the consolidated financial statements), and our report dated February 22, 202120, 2023 expressed an unqualified opinion on those consolidated financial statements.

Basis for Opinion

The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management Report on Internal Control Over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audit also included performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

Definition and Limitations of Internal Control Over Financial Reporting

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.



/s/ KPMG LLP

Indianapolis, Indiana
February 22, 202120, 2023

52



Report of Independent Registered Public Accounting Firm


REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Partners of Kite Realty Group, L.P. and subsidiaries and Board of Trustees of Kite Realty Group Trust:

Opinion on Internal Control Over Financial Reporting

We have audited Kite Realty Group, L.P. and subsidiaries’ (the Partnership) internal control over financial reporting as of December 31, 2020,2022, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. In our opinion, the Partnership maintained, in all material respects, effective internal control over financial reporting as of December 31, 2020,2022, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheetsheets of the Partnership as of December 31, 2020,2022 and 2021, the related consolidated statements of operations and comprehensive income, partner’s equity, and cash flows for each of the yearyears in the three-year period ended December 31, 2020,2022, and the related notes and financial statement schedule III – Consolidated Real Estate and Accumulated Depreciation (collectively, the consolidated financial statements), and our report dated February 22, 202120, 2023 expressed an unqualified opinion on those consolidated financial statements.

Basis for Opinion

The Partnership’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management Report on Internal Control Over Financial Reporting. Our responsibility is to express an opinion on the Partnership’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Partnership in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audit also included performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

Definition and Limitations of Internal Control Over Financial Reporting

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.


/s/ KPMG LLP
 
Indianapolis, Indiana
February 22, 2021

20, 2023

53

ITEM 9B. OTHER INFORMATION
None
63

PART III
None.
ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS
Not applicable.
PART III
ITEM 10. INFORMATION ABOUT OURDIRECTORS, EXECUTIVE OFFICERS
AND CORPORATE GOVERNANCE
The information required by this Item is hereby incorporated by reference to the material appearing in our 20212023 Annual Meeting Proxy Statement (the “Proxy Statement”), which we intend to file within 120 days after our fiscal year-end in accordance with Regulation 14A.
ITEM 11. EXECUTIVE COMPENSATION
The information required by this Item is hereby incorporated by reference to the material appearing in our Proxy Statement.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED SHAREHOLDER MATTERS
The information required by this Item is hereby incorporated by reference to the material appearing in our Proxy Statement.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE
The information required by this Item is hereby incorporated by reference to the material appearing in our Proxy Statement.
ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
The information required by this Item is hereby incorporated by reference to the material appearing in our Proxy Statement.



54

PART IV
ITEM 15. EXHIBITEXHIBITS AND FINANCIAL STATEMENT SCHEDULES
(a)Documents filed as part of this report:
 (1)Financial Statements:
  Consolidated financial statements for the Company listed on the index immediately preceding the financial statements at the end of this report.
 (2)Financial Statement Schedule:
  Financial statement schedule for the Company listed on the index immediately preceding the financial statements at the end of this report.
 (3)Exhibits:
  The Company files as part of this report the exhibits listed on the Exhibit Index.
(b)Exhibits:
 The Company files as part of this report the exhibits listed on the Exhibit Index. 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.




55

EXHIBIT INDEX
 
Exhibit No. Description Location
2.1  Incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K of Kite Realty Group Trust filed with the SEC on February 11, 2014
2.2Incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K of Kite Realty Group Trust filed with the SEC on July 19, 2021
3.1  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, 201528, 2022
3.2Incorporated 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
3.3Incorporated 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 20, 2020
3.4  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, 201528, 2022
3.5Incorporated 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
3.6Incorporated 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 20, 2020
3.73.3Filed herewithIncorporated by reference to Exhibit 3.7 to the Annual Report on Form 10-K of Kite Realty Group Trust filed with the SEC on February 22, 2021
4.1  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
4.2Incorporated 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
4.3Incorporated 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

Incorporated by reference to Exhibits 4.2 and 4.3 to the Current Report on Form 8-K of Kite Realty Group Trust filed with the SEC on September 27, 2016
4.5Filed herewithIncorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K of Kite Realty Group Trust filed with the SEC on March 22, 2021
4.6Incorporated by reference to Exhibit 4.1 and 4.2 to the Current Report on Form 8-K of Kite Realty Group Trust filed with the SEC on March 22, 2021
4.7Incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K of Retail Properties of America, Inc. filed with the SEC on March 12, 2015
4.8Incorporated by reference to Exhibit 4.2 to the Current Report on Form 8-K of Retail Properties of America, Inc. filed with the SEC on March 12, 2015
4.9Incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K of Retail Properties of America, Inc. filed with the SEC on July 21, 2020
4.10Incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K of Retail Properties of America, Inc. filed with the SEC on August 25, 2020
6656

Exhibit No.DescriptionLocation
4.11Incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K of Kite Realty Group Trust filed with the SEC on October 22, 2021
4.12Incorporated by reference to Exhibit 4.12 to the Annual Report on Form 10-K of Kite Realty Group Trust filed with the SEC on February 28, 2022
10.1  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  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  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  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
10.5Incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K of Kite Realty Group Trust filed with the SEC on March 5, 2019
10.6Incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K of Kite Realty Group Trust filed with the SEC on March 26, 2019
10.7  Incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K of Kite Realty Group Trust filed with the SEC on December 31, 2020
10.8  Incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K of Kite Realty Group Trust filed with the SEC on December 31, 2020
10.9  Incorporated by reference to Exhibit 10.3 the Current Report on Form 8-K of Kite Realty Group Trust filed with the SEC on December 31, 2020
10.10Incorporated by reference to Exhibit 10.8 to the Quarterly Report on Form 10-Q of Kite Realty Group Trust filed with the SEC on November 10, 2014
10.11Filed herewith
10.12 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
10.13 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
10.1410.11  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
67

10.15Incorporated 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
10.16Incorporated 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
10.1710.12Incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K of Kite Realty Group Trust filed with the SEC on November 7, 2018
10.1810.13  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
57

10.19Incorporated 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
10.20Exhibit No.  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, 2004Location
10.21Incorporated 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
10.22Incorporated 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
10.23Incorporated by reference to Exhibit 10.4 to the Quarterly Report on Form 10-Q of Kite Realty Group Trust filed with the SEC on November 11, 2008
10.2410.14  Incorporated by reference to Exhibit 10.20 to the Annual Report on Form 10-K of Kite Realty Group Trust filed with the SEC on March 8, 2013
10.2510.15  Incorporated by reference to Exhibit 10.21 to the Annual Report on Form 10-K of Kite Realty Group Trust filed with the SEC on March 7, 2014
10.2610.16  Incorporated by reference to Exhibit 10.22 to the Annual Report on Form 10-K of Kite Realty Group Trust filed with the SEC on March 7, 2014
10.2710.17  Incorporated by reference to Exhibit 10.23 to the Annual Report on Form 10-K of Kite Realty Group Trust filled with the SEC on March 7, 2014
10.2810.18  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
68

10.2910.19 Incorporated by reference to Exhibit 10.25 to the Annual Report on Form 10-K of Kite Realty Group Trust, filed with the SEC on February 27, 2015
10.30 Incorporated by reference to Exhibit 10.26 to the Annual Report on Form 10-K of Kite Realty Group Trust filed with the SEC on February 27, 2015
10.3110.20Filed herewithIncorporated by reference to Exhibit 10.31 to the Annual Report on Form 10-K of Kite Realty Group Trust filed with the SEC on February 22, 2021
10.3210.21Incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K of Kite Realty Group Trust filed with the SEC on March 25, 2021
10.22Incorporated by reference to Exhibit 10.16 to the Current Report on Form 8-K of Kite Realty Group Trust filed with the SEC on October 22, 2021
10.23Incorporated by reference to Exhibit 10.17 to the Current Report on Form 8-K of Kite Realty Group Trust filed with the SEC on October 22, 2021
10.24Incorporated by reference to Exhibit 10.18 to the Current Report on Form 8-K of Kite Realty Group Trust filed with the SEC on October 22, 2021
10.25Incorporated by reference to Exhibit 10.18 to the Current Report on Form 8-K of Kite Realty Group Trust filed with the SEC on October 22, 2021
10.26  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
10.3310.27  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
10.3410.28  Incorporated by reference to Exhibit 10.2 to the Quarterly Report on Form 10-Q of Kite Realty Group Trust filed with the SEC on November 14, 2005
58

10.35Exhibit No.DescriptionLocation
10.29Incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K of Kite Realty Group Trust filed with the SEC on March 22, 2021
10.30  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
10.3610.31  Incorporated by reference to Exhibit 10.5 to the Current Report on Form 8-K of Kite Realty Group Trust filed with the SEC on July 29, 2014
10.3710.32Incorporated 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
10.3810.33Incorporated 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 17, 2019
10.3910.34Incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K of Kite Realty Group Trust filed with the SEC on May 13, 2022
10.35  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
10.4010.36  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
10.4110.37Incorporated by reference to Exhibit 10.4910.1 of the Annual ReportRegistration on Form 10-KS-8 of Kite Realty Group Trust filed with the SEC on February 20, 2018October 22, 2021
10.4210.38Incorporated by reference to Exhibit 10.1 to the Quarterly Report on Form 10-Q of Kite Realty Group Trust filed with the SEC on August 9, 2006
69

10.4310.39Incorporated by reference to Exhibit 10.38 of the Annual Report on Form 10-K of Kite Realty Group Trust filed with the SEC on February 27, 2017
10.4410.40Incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K of Kite Realty Group Trust filed with the SEC on November 7, 2018
10.4510.41Incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K of Kite Realty Group Trust filed with the SEC on March 5, 2019
10.4610.42Filed herewith
10.47Incorporated by reference to Exhibit 10.110.46 to the CurrentAnnual Report on Form 8-K10-K of Kite Realty Group Trust filed with the SEC on July 29, 2016February 22, 2021
10.4810.43Incorporated 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
10.49Incorporated by reference to Exhibit 10.1 to the CurrentQuarterly Report on Form 8-K10-Q of Kite Realty Group Trust filed with the SEC on May 4, 20126, 2022
10.50Incorporated 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
10.51Incorporated 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
10.52Incorporated 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
10.53Incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K of Kite Realty Group Trust filed with the SEC on April 25, 2018
10.5410.44Incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K of Kite Realty Group Trust filed with the SEC on October 26, 2018
59

10.55Exhibit No.DescriptionLocation
10.45Incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K of Kite Realty Group Trust filed with the SEC on October 26, 2018
70

10.46Filed herewith
10.5610.47Incorporated 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
10.48Incorporated by reference to Exhibit 10.1 to the Quarterly Report on Form 10-Q of Retail Properties of America, Inc. filed with the SEC on August 4, 2021.
10.49Incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K of Kite Realty Group Trust filed with the SEC on October 22, 2021
10.50Incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K of Kite Realty Group Trust filed with the SEC on August 2, 2022
10.51Incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K of Kite Realty Group Trust filed with the SEC on October 22, 2021
10.52Incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K of Retail Properties of America, Inc. filed with the SEC on July 23, 2019
10.53Incorporated by reference to Exhibit 10.3 to the Quarterly Report on Form 10-Q of Retail Properties of America, Inc. filed with the SEC on May 6, 2020
10.54Incorporated by reference to Exhibit 10.2 to the Quarterly Report on Form 10-Q of Retail Properties of America, Inc. filed with the SEC on August 4, 2021
10.55Incorporated by reference to Exhibit 10.3 to the Current Report on Form 8-K of Kite Realty Group Trust filed with the SEC on October 22, 2021
10.56Incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K of Kite Realty Group Trust filed with the SEC on August 2, 2022
10.57Incorporated by reference to Exhibit 10.4 to the Current Report on Form 8-K of Kite Realty Group Trust filed with the SEC on October 22, 2021
60

Exhibit No.DescriptionLocation
10.58Incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K of Retail Properties of America, Inc. filed with the SEC on November 29, 2016
10.59Incorporated by reference to Exhibit 10.4 to the Quarterly Report on Form 10-Q of Retail Properties of America, Inc. filed with the SEC on August 1, 2018
10.60Incorporated by reference to Exhibit 10.10 to the Annual Report on Form 10-K of Retail Properties of America, Inc. filed with the SEC on February 13, 2019
10.61Incorporated by reference to Exhibit 10.2 to the Quarterly Report on Form 10-Q of Retail Properties of America, Inc. filed with the SEC on May 6, 2020
10.62Incorporated by reference to Exhibit 10.5 to the Current Report on Form 8-K of Kite Realty Group Trust filed with the SEC on October 22, 2021
10.63Incorporated by reference to Exhibit 10.6 to the Current Report on Form 8-K of Kite Realty Group Trust filed with the SEC on October 22, 2021
10.64Incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K of Retail Properties of America, Inc. filed with the SEC on May 22, 2014
10.65Incorporated by reference to Exhibit 10.8 to the Current Report on Form 8-K of Kite Realty Group Trust filed with the SEC on October 22, 2021
10.66Incorporated by reference to Exhibit 10.9 to the Current Report on Form 8-K of Kite Realty Group Trust filed with the SEC on October 22, 2021
10.67Incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K of Retail Properties of America, Inc. filed with the SEC on October 5, 2016
10.68Incorporated by reference to Exhibit 10.11 to the Current Report on Form 8-K of Kite Realty Group Trust filed with the SEC on October 22, 2021
10.69Incorporated by reference to Exhibit 10.12 to the Current Report on Form 8-K of Kite Realty Group Trust filed with the SEC on October 22, 2021
10.70Incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K of Retail Properties of America, Inc. filed with the SEC on April 9, 2019
10.71Incorporated by reference to Exhibit 10.14 to the Current Report on Form 8-K of Kite Realty Group Trust filed with the SEC on October 22, 2021
61

Exhibit No.DescriptionLocation
10.72Incorporated by reference to Exhibit 10.15 to the Current Report on Form 8-K of Kite Realty Group Trust filed with the SEC on October 22, 2021
21.1  Filed herewith
23.1Filed herewith
23.2Filed herewith
23.3Filed herewith
23.423.2Filed herewith
31.1  Filed herewith
31.2  Filed herewith
31.3  Filed herewith
31.4  Filed herewith
32.1  Filed herewith
32.2  Filed herewith
99.1Filed herewith
101.INS Inline XBRL Instance Document Filed herewith
101.SCH Inline XBRL Taxonomy Extension Schema Document Filed herewith
101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document Filed herewith
101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document Filed herewith
101.LAB Inline XBRL Taxonomy Extension Label Linkbase Document Filed herewith
101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document Filed herewith
104Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)Filed herewith

*Denotes a management contract or compensatory, plan contract or arrangement.
71

____________________
* Denotes a management contract or compensatory, plan contract or arrangement.


ITEM 16. FORM 10-K SUMMARY

Not applicable.
7262

SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrants have duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
 KITE REALTY GROUP TRUST
  (Registrant)
   
  /s/ JohnJOHN A. KiteKITE
  John A. Kite
Date:February 22, 202120, 2023 Chairman and Chief Executive Officer
(Date) (Principal Executive Officer)
   
   
  /s/ HeathHEATH R. FearFEAR
  Heath R. Fear
Date:February 22, 202120, 2023 Executive Vice President and Chief Financial Officer
(Date) (Principal Financial Officer)
 KITE REALTY GROUP L.P.
  (Registrant)
By: Kite Realty Group Trust, its sole general partner
   
  /s/ JohnJOHN A. KiteKITE
  John A. Kite
Date:February 22, 202120, 2023 Chairman and Chief Executive Officer
(Date) (Principal Executive Officer)
   
   
  /s/ HeathHEATH R. FearFEAR
  Heath R. Fear
Date:February 22, 202120, 2023 Executive Vice President and Chief Financial Officer
(Date) (Principal Financial Officer)
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.
7363

Signature Title Date
     
/s/ JohnJOHN A. KiteKITE Chairman, Chief Executive Officer, and Trustee
(Principal Executive Officer)		 February 22, 202120, 2023
(John A. Kite)  
     
/s/ WilliamWILLIAM E. BindleyBINDLEY Trustee February 22, 202120, 2023
(William E. Bindley)    
     
/s/ VictorBONNIE S. BIUMITrusteeFebruary 20, 2023
(Bonnie S. Biumi)
/s/ DERRICK BURKSTrusteeFebruary 20, 2023
(Derrick Burks)
/s/ VICTOR J. ColemanCOLEMAN Trustee February 22, 202120, 2023
(Victor J. Coleman)    
     
/s/ ChristieGERALD M. GORSKITrusteeFebruary 20, 2023
(Gerald M. Gorski)
/s/ STEVEN P. GRIMESTrusteeFebruary 20, 2023
(Steven P. Grimes)
/s/ CHRISTIE B. KellyKELLY Trustee February 22, 202120, 2023
(Christie B. Kelly)    
     
/s/ DavidPETER L. LYNCHTrusteeFebruary 20, 2023
(Peter L. Lynch)
/s/ DAVID R. O’ReillyO’REILLY Trustee February 22, 202120, 2023
(David R. O’Reilly)    
     
/s/ BartonBARTON R. PetersonPETERSON Trustee February 22, 202120, 2023
(Barton R. Peterson)    
     
/s/ Lee A. DanielsCHARLES H. WURTZEBACH Trustee February 22, 2021
(Lee A. Daniels)
/s/ Charles H. WurtzebachTrusteeFebruary 22, 202120, 2023
(Charles H. Wurtzebach)    
/s/ CarolineCAROLINE L. YoungYOUNGTrusteeFebruary 22, 202120, 2023
(Caroline L. Young)
     
/s/ HeathHEATH R. FearFEAR Executive Vice President and Chief Financial Officer (Principal
(Principal Financial Officer)		 February 22, 202120, 2023
(Heath R. Fear)  
     
/s/ DavidDAVID E. BuellBUELL Senior Vice President, Chief Accounting Officer February 22, 202120, 2023
(David E. Buell)  

7464

Kite Realty Group Trust and Kite Realty Group,KITE REALTY GROUP TRUST AND KITE REALTY GROUP, L.P. and subsidiariesAND SUBSIDIARIES

Index to Financial Statements
INDEX TO FINANCIAL STATEMENTS
  Page
Consolidated Financial Statements: 
Kite Realty Group Trust:Trust
Report of Independent Registered Public Accounting Firm (PCAOB ID No. 238)
F-1
 
ReportsConsolidated Balance Sheets as of Independent Registered Public Accounting FirmsDecember 31, 2022 and 2021
F-1
Kite Realty Group, L.P. and subsidiaries
Reports of Independent Registered Public Accounting FirmsF-5
F-3
Kite Realty Group Trust:
 
Balance Sheets as of December 31, 2020 and 2019
F-7
Consolidated Statements of Operations and Comprehensive Income for the Years Ended December 31, 2020, 2019,2022, 2021 and 20182020
F-8F-6
 
Consolidated Statements of Shareholders’ Equity for the Years Ended December 31, 2020, 2019,2022, 2021 and 20182020
F-9F-7
 
Consolidated Statements of Cash Flows for the Years Ended December 31, 2020, 2019,2022, 2021 and 20182020
F-10F-8
Kite Realty Group, L.P. and subsidiaries
Balance Sheets asReport of December 31, 20Independent Registered Public Accounting Firm20 and 2019 (PCAOB ID No. 238)
F-11F-3
Consolidated Balance Sheets as of December 31, 2022 and 2021
F-9
Consolidated Statements of Operations and Comprehensive Income for the Years Ended December 31, 2020, 2019,2022, 2021 and 20182020
F-12F-10
Consolidated Statements of Partner'sPartner’s Equity for the Years Ended December 31, 2020, 2019,2022, 2021 and 20182020
F-13F-11
Consolidated Statements of Cash Flows for the Years Ended December 31, 2020, 2019,2022, 2021 and 20182020
F-14F-12
Kite Realty Group Trust and Kite Realty Group, L.P. and subsidiaries:subsidiaries
 
Notes to Consolidated Financial Statements
F-15F-13
Financial Statement Schedule: 
Kite Realty Group Trust and Kite Realty Group, L.P. and subsidiaries:subsidiaries
 
Schedule III – Consolidated Real Estate and Accumulated Depreciation
F-41F-43
 
Notes to Schedule III
F-45F-49
All other schedules for which provision is made in the applicable accounting regulation of the Securities and Exchange Commission are not required under the related instructions or are not applicable accounting regulation of the Securities and Exchange Commission are not required under the related instructions or are inapplicable and therefore have been omitted.



Report of Independent Registered Public Accounting Firm

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Shareholders and Board of Trustees of Kite Realty Group Trust:

Opinion on the Consolidated Financial Statements

We have audited the accompanying consolidated balance sheetsheets of Kite Realty Group Trust and subsidiaries (the Company) as of December 31, 2020,2022 and 2021, the related consolidated statements of operations and comprehensive income, shareholders’ equity, and cash flows for each of the yearyears in the three-year period ended December 31, 2020,2022, and the related notes and financial statement schedule III – Consolidated Real Estate and Accumulated Depreciation (collectively, the consolidated financial statements). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2020,2022 and 2021, and the results of its operations and its cash flows for each of the yearyears in the three-year period ended December 31, 2020,2022, in conformity with U.S. generally accepted accounting principles.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of December 31, 2020,2022, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission, and our report dated February 22, 202120, 2023 expressed an unqualified opinion on the effectiveness of the Partnership’sCompany’s internal control over financial reporting.

Basis for Opinion

These consolidated financial statements are the responsibility of the Partnership’sCompany’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the PartnershipCompany in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matter

The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of a critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

Evaluation of investment properties for potential impairment

As discussed in Note 2 ofto the consolidated financial statements, land, buildings, and improvements, net was $7,656,765 thousand as of December 31, 2020 was $3,109,122 thousand.2022. The Company’s investment properties are reviewed for impairment whenever events or changes in circumstances indicate that the carrying value of an asset may not be recoverable. This review for possiblepotential impairment triggering events requires certain assumptions, estimates, and significant judgment. The evaluation of investment properties for potential impairment is subject to certain management assumptions which includesjudgment, including about the anticipated holding period for a real estatean investment property.

We identified the evaluation of certain investment properties for potential impairment as a critical audit matter. Subjective and challenging auditor judgment was required to evaluate the Company’s intent and ability to hold investment properties for particular periods of time. A shortening of the anticipated holding period could indicate a potential impairment.
F-1

The following are the primary procedures we performed to address this critical audit matter. We evaluated the design and tested the operating effectiveness of ancertain internal control overcontrols related to the Company’s process to evaluate potential impairment triggering events, including a control related to the evaluation of the holding period. We compared the holding periodperiods assumed in the
F-1

Company’s analysis to the Company’s historical holding periodperiods for similar assets.properties. We inquired of Company officialsmanagement and inspected documents, such as meeting minutes of the board of trustees and its sub-committees, and themanagement’s capital allocation committee to evaluate the Company’s intent and ability to hold investment properties for particular periods of time. We read external communications with investors and analysts in order to identify information regarding potential sales of the Company’s investment properties.


/s/ KPMG LLP

We have served as the Company’s auditor since 2020.

Indianapolis, Indiana
February 22, 2021
















































20, 2023
F-2



Report of Independent Registered Public Accounting Firm

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Partners of Kite Realty Group, L.P. and subsidiaries and Board of Trustees of Kite Realty Group Trust:

Opinion on the Consolidated Financial Statements

We have audited the accompanying consolidated balance sheetsheets of Kite Realty Group, L.P. and subsidiaries (the Partnership) as of December 31, 2020,2022 and 2021, the related consolidated statements of operations and comprehensive income, partner’s equity, and cash flows for each of the yearyears in the three-year period ended December 31, 2020,2022, and the related notes and financial statement schedule III – Consolidated Real Estate and Accumulated Depreciation (collectively, the consolidated financial statements). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Partnership as of December 31, 2020,2022 and 2021, and the results of its operations and its cash flows for each of the yearyears in the three-year period ended December 31, 2020,2022, in conformity with U.S. generally accepted accounting principles.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Partnership’s internal control over financial reporting as of December 31, 2020,2022, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission, and our report dated February 22, 202120, 2023 expressed an unqualified opinion on the effectiveness of the Company’sPartnership’s internal control over financial reporting.

Basis for Opinion

These consolidated financial statements are the responsibility of the Company’sPartnership’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the CompanyPartnership in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matter

The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of a critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

Evaluation of investment properties for potential impairment

As discussed in Note 2 ofto the consolidated financial statements, land, buildings, and improvements, net was $7,656,765 thousand as of December 31, 2020 was $3,109,122 thousand.2022. The Partnership’s investment properties are reviewed for impairment whenever events or changes in circumstances indicate that the carrying value of an asset may not be recoverable. This review for possiblepotential impairment triggering events requires certain assumptions, estimates, and significant judgment. The evaluation of investment properties for potential impairment is subject to certain management assumptions which includesjudgment, including about the anticipated holding period for a real estatean investment property.

We identified the evaluation of certain investment properties for potential impairment as a critical audit matter. Subjective and challenging auditor judgment was required to evaluate the Partnership’s intent and ability to hold investment properties for particular periods of time. A shortening of the anticipated holding period could indicate a potential impairment.

F-3

The following are the primary procedures we performed to address this critical audit matter. We evaluated the design and tested the operating effectiveness of ancertain internal control overcontrols related to the Partnership’s process to evaluate potential impairment triggering events, including a control related to the evaluation of the holding period. We compared the holding periodperiods assumed in the Partnership’s analysis to the Partnership’s historical holding periodperiods for similar assets.properties. We inquired of Partnership officialsmanagement and inspected documents, such as meeting minutes of theKite Realty Group Trust’s (the Parent Company’sCompany’s) board of trustees and its sub-committees, and themanagement’s capital allocation committee to evaluate the Partnership’s intent and ability to hold investment properties for particular periods of time. We read external communications with investors and analysts in order to identify information regarding potential sales of the Partnership’s investment properties.


/s/ KPMG LLP

We have served as the Partnership’s auditor since 2020.

Indianapolis, Indiana
February 22, 2021













































F-4






Report of Independent Registered Public Accounting Firm


The Shareholders and Board of Trustees of Kite Realty Group Trust:

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheet of Kite Realty Group Trust (the Company) as of December 31, 2019, the related consolidated statements of operations and comprehensive income, shareholders’ equity and cash flows for each of the two years in the period ended December 31, 2019, and the related notes and financial statement schedule listed in the Index at Item 15(a) (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, 2019, and the results of its operations and its cash flows for each of the two years in the period ended December 31, 2019, in conformity with U.S. generally accepted accounting principles.

Adoption of ASU No. 2016-02

As discussed in Note 2 to the consolidated financial statements, the Company changed its method of accounting for leases in 2019 due to the adoption of Accounting Standards Update (ASU) No. 2016-02, Leases (Topic 842), and the related amendments.

Basis for Opinion

These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

/s/ Ernst & Young LLP

We served as the Company’s auditor from 2004 until 2020.
Indianapolis, Indiana
February 20, 20202023
F-5

Report of Independent Registered Public Accounting Firm


The Partners of Kite Realty Group, L.P. and subsidiaries and the Board of Trustees of Kite Realty Group Trust:

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheet of Kite Realty Group, L.P. and subsidiaries (the Partnership) as of December 31, 2019, the related consolidated statements of operations and comprehensive income, partner’s equity and cash flows for each of the two years in the period ended December 31, 2019, and the related notes and financial statement schedule listed in the Index at Item 15(a) (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Partnership at December 31, 2019, and the results of its operations and its cash flows for each of the two years in the period ended December 31, 2019, in conformity with U.S. generally accepted accounting principles.

Adoption of ASU No. 2016-02

As discussed in Note 2 to the consolidated financial statements, the Partnership changed its method of accounting for leases in 2019 due to the adoption of Accounting Standards Update (ASU) No. 2016-02, Leases (Topic 842), and the related amendments.

Basis for Opinion
These financial statements are the responsibility of the Partnership’s management. Our responsibility is to express an opinion on the Partnership’s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Partnership in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.


/s/ Ernst & Young LLP

We served as the Partnership’s auditor from 2015 until 2020.
Indianapolis, Indiana
February 20, 2020

F-6F-4


Kite Realty Group TrustKITE REALTY GROUP TRUST
Consolidated Balance Sheets
($ in thousands, except share and per share data)
 December 31,
2022		December 31,
2021
Assets:  
Investment properties, at cost:$7,732,573 $7,592,348 
Less: accumulated depreciation(1,161,148)(884,809)
Net investment properties6,571,425 6,707,539 
Cash and cash equivalents115,799 93,241 
Tenant and other receivables, including accrued straight-line rent of $44,460
and $28,071, respectively
101,301 68,444 
Restricted cash and escrow deposits6,171 7,122 
Deferred costs, net409,828 541,518 
Short-term deposits— 125,000 
Prepaid and other assets127,044 84,826 
Investments in unconsolidated subsidiaries10,414 11,885 
Total assets$7,341,982 $7,639,575 
Liabilities and Equity:
Liabilities:
Mortgage and other indebtedness, net$3,010,299 $3,150,808 
Accounts payable and accrued expenses207,792 184,982 
Deferred revenue and other liabilities298,039 321,419 
Total liabilities3,516,130 3,657,209 
Commitments and contingencies
Limited Partners’ interests in Operating Partnership and other53,967 55,173 
Equity:
Common shares, $0.01 par value, 490,000,000 shares authorized,
219,185,658 and 218,949,569 shares issued and outstanding at
December 31, 2022 and 2021, respectively
2,192 2,189 
Additional paid-in capital4,897,736 4,898,673 
Accumulated other comprehensive income (loss)74,344 (15,902)
Accumulated deficit(1,207,757)(962,913)
Total shareholders’ equity3,766,515 3,922,047 
Noncontrolling interests5,370 5,146 
Total equity3,771,885 3,927,193 
Total liabilities and equity$7,341,982 $7,639,575 
The accompanying notes are an integral part of these consolidated financial statements.
F-5

KITE REALTY GROUP TRUST
Consolidated Statements of Operations and Comprehensive Income
(in thousands, except share and per share data)
 Year Ended December 31,
 202220212020
Revenue:   
Rental income$782,349 $367,399 $257,670 
Other property-related revenue11,108 4,683 8,597 
Fee income8,539 1,242 378 
Total revenue801,996 373,324 266,645 
Expenses: 
Property operating107,217 55,561 41,012 
Real estate taxes104,589 49,530 35,867 
General, administrative and other54,860 33,984 30,840 
Merger and acquisition costs925 86,522 — 
Depreciation and amortization469,805 200,460 128,648 
Total expenses737,396 426,057 236,367 
Gain on sales of operating properties, net27,069 31,209 4,733 
Operating income (loss)91,669 (21,524)35,011 
Other (expense) income:
Interest expense(104,276)(60,447)(50,399)
Income tax (expense) benefit of taxable REIT subsidiary(43)310 696 
Equity in earnings (loss) of unconsolidated subsidiaries256 (416)(1,685)
Other income, net240 355 254 
Net loss(12,154)(81,722)(16,123)
Net (income) loss attributable to noncontrolling interests(482)916 (100)
Net loss attributable to common shareholders$(12,636)$(80,806)$(16,223)
Net loss per common share – basic and diluted$(0.06)$(0.73)$(0.19)
Weighted average common shares outstanding – basic219,074,448 110,637,562 84,142,261 
Weighted average common shares outstanding – diluted219,074,448 110,637,562 84,142,261 
Net loss$(12,154)$(81,722)$(16,123)
Change in fair value of derivatives91,271 15,670 (14,969)
Total comprehensive income (loss)79,117 (66,052)(31,092)
Comprehensive (income) loss attributable to noncontrolling interests(1,507)229 367 
Comprehensive income (loss) attributable to the Company$77,610 $(65,823)$(30,725)
The accompanying notes are an integral part of these consolidated financial statements.
F-6

KITE REALTY GROUP TRUST
Consolidated Statements of Shareholders’ Equity
(in thousands, except share data)
 December 31,
2020		December 31,
2019
Assets:  
Investment properties at cost:$3,143,961 $3,087,391 
      Less: accumulated depreciation(755,100)(666,952)
2,388,861 2,420,439 
Cash and cash equivalents43,648 31,336 
Tenant and other receivables, including accrued straight-line rent of $24,783 and $27,256, respectively57,154 55,286 
Restricted cash and escrow deposits2,938 21,477 
Deferred costs, net63,171 73,157 
Prepaid and other assets39,975 34,548 
Investments in unconsolidated subsidiaries12,792 12,644 
Total Assets$2,608,539 $2,648,887 
Liabilities and Shareholders' Equity:
Mortgage and other indebtedness, net$1,170,794 $1,146,580 
Accounts payable and accrued expenses77,469 69,817 
Deferred revenue and other liabilities85,649 90,180 
Total Liabilities1,333,912 1,306,577 
Commitments and contingencies00
Limited Partners' interests in Operating Partnership and other43,275 52,574 
Equity:
Kite Realty Group Trust Shareholders' Equity:
Common Shares, $0.01 par value, 225,000,000 shares authorized, 84,187,999 and 83,963,369 shares issued and outstanding at December 31, 2020 and December 31, 2019, respectively842 840 
Additional paid in capital2,085,003 2,074,436 
Accumulated other comprehensive loss(30,885)(16,283)
Accumulated deficit(824,306)(769,955)
Total Kite Realty Group Trust Shareholders' Equity1,230,654 1,289,038 
Noncontrolling Interest698 698 
Total Equity1,231,352 1,289,736 
Total Liabilities and Shareholders' Equity$2,608,539 $2,648,887 
 Common SharesAdditional
Paid-in Capital		Accumulated Other
Comprehensive (Loss) Income		Accumulated
Deficit
 
Total
SharesAmount
Balances, December 31, 201983,963,369 $840 $2,074,436 $(16,283)$(769,955)$1,289,038 
Stock compensation activity206,591 2 5,483 — — 5,485 
Other comprehensive loss— — — (14,602)— (14,602)
Distributions to common shareholders— — — — (38,128)(38,128)
Net loss attributable to common shareholders— — — — (16,223)(16,223)
Acquisition of partner’s noncontrolling interest in Pan Am Plaza— — (2,500)— — (2,500)
Exchange of redeemable noncontrolling interests for common shares18,039 — 187 — — 187 
Adjustment to redeemable noncontrolling interests— — 7,397 — — 7,397 
Balances, December 31, 202084,187,999 $842 $2,085,003 $(30,885)$(824,306)$1,230,654 
Stock compensation activity245,333 $2 $6,793 $— $— $6,795 
Shares withheld for employee taxes(714,569)(7)(15,031)— — (15,038)
Issuance of common stock – Merger134,931,465 1,349 2,846,020 — — 2,847,369 
Other comprehensive income— — — 14,983 — 14,983 
Distributions to common shareholders— — — — (57,801)(57,801)
Net loss attributable to common shareholders— — — — (80,806)(80,806)
Purchase of capped calls— — (9,800)— — (9,800)
Exchange of redeemable noncontrolling interests for common shares299,341 3 4,235 — — 4,238 
Adjustment to redeemable noncontrolling interests— — (18,547)— — (18,547)
Balances, December 31, 2021218,949,569 $2,189 $4,898,673 $(15,902)$(962,913)$3,922,047 
Stock compensation activity151,089 $2 $9,544 $— $— $9,546 
Other comprehensive income— — — 90,246 — 90,246 
Distributions to common shareholders— — — — (232,208)(232,208)
Net loss attributable to common shareholders— — — — (12,636)(12,636)
Acquisition of partner’s noncontrolling interest in Killingly Commons— — 416 — — 416 
Exchange of redeemable noncontrolling interests for common shares85,000 1 1,669 — — 1,670 
Adjustment to redeemable noncontrolling interests— — (12,566)— — (12,566)
Balances, December 31, 2022219,185,658 $2,192 $4,897,736 $74,344 $(1,207,757)$3,766,515 
The accompanying notes are an integral part of these consolidated financial statements.
F-7

Kite Realty Group TrustKITE REALTY GROUP TRUST
Consolidated Statements of Operations and Comprehensive IncomeCash Flows
($ in thousands, except share and per share data)thousands)
 Year Ended December 31,
 202020192018
Revenue:   
Rental income$257,670 $308,399 $338,523 
Other property related revenue8,597 6,326 13,138 
Fee income378 448 2,523 
Total revenue266,645 315,173 354,184 
Expenses: 
  Property operating41,012 45,575 50,356 
  Real estate taxes35,867 38,777 42,378 
  General, administrative, and other30,840 28,214 21,320 
  Depreciation and amortization128,648 132,098 152,163 
  Impairment charges0 37,723 70,360 
Total expenses236,367 282,387 336,577 
Gains on sale of operating properties, net4,733 38,971 3,424 
Operating income35,011 71,757 21,031 
  Interest expense(50,399)(59,268)(66,785)
  Income tax benefit of taxable REIT subsidiary696 282 227 
  Loss on debt extinguishment0 (11,572)0 
  Equity in loss of unconsolidated subsidiary(1,685)(628)(278)
  Other income (expense), net254 (573)(646)
Consolidated net loss(16,123)(2)(46,451)
Net income attributable to noncontrolling interests(100)(532)(116)
Net loss attributable to Kite Realty Group Trust(16,223)(534)(46,567)
Net income per common share – basic & diluted$(0.19)$(0.01)$(0.56)
Weighted average common shares outstanding - basic84,142,261 83,926,296 83,693,385 
Weighted average common shares outstanding - diluted84,142,261 83,926,296 83,693,385 
Dividends declared per common share$0.4495 $1.2700 $1.2700 
Consolidated net loss$(16,123)$(2)$(46,451)
Change in fair value of derivatives(14,969)(13,158)(6,647)
Total comprehensive loss(31,092)(13,160)(53,098)
Comprehensive loss (income) attributable to noncontrolling interests367 (160)44 
Comprehensive loss attributable to Kite Realty Group Trust$(30,725)$(13,320)$(53,054)

 Year Ended December 31,
 202220212020
Cash flows from operating activities:   
Net loss$(12,154)$(81,722)$(16,123)
Adjustments to reconcile net loss to net cash provided by operating activities:   
Depreciation and amortization472,969 203,142 130,783 
Gain on sales of operating properties, net(27,069)(31,209)(4,733)
Straight-line rent(16,632)(5,391)3,131 
Compensation expense for equity awards10,280 6,697 5,998 
Amortization of debt fair value adjustments(13,521)(2,993)(444)
Amortization of in-place lease assets and liabilities(4,821)(2,611)(3,822)
Changes in assets and liabilities:   
Tenant receivables(16,763)(3,102)(3,062)
Deferred costs and other assets7,522 6,857 (7,618)
Accounts payable, accrued expenses, deferred revenue and other liabilities(20,528)10,683 (8,595)
Net cash provided by operating activities379,283 100,351 95,515 
Cash flows from investing activities:   
Cash and restricted cash acquired in the Merger— 14,992 — 
Acquisitions of interests in properties(100,142)(10,445)(65,298)
Capital expenditures(158,540)(57,313)(38,266)
Net proceeds from sales of land4,716 54,157 9,134 
Net proceeds from sales of operating properties75,699 26,556 13,888 
Investment in short-term deposits125,000 (125,000)— 
Small business loan repayments (funding)657 712 (2,199)
Change in construction payables6,341 4,413 2,442 
Distribution from unconsolidated joint venture1,245 1,029 — 
Capital contribution to unconsolidated joint venture(125)(134)(541)
Net cash used in investing activities(45,149)(91,033)(80,840)
Cash flows from financing activities:   
Proceeds from issuance of common shares, net30 31 72 
Repurchases of common shares upon the vesting of restricted shares(1,535)(15,031)(1,336)
Purchase of capped calls— (9,800)— 
Debt and equity issuance costs(5,159)(8,141)— 
Loan proceeds455,000 215,000 325,000 
Loan payments(568,963)(77,591)(302,477)
Distributions paid – common shareholders(179,624)(57,801)(38,128)
Distributions paid – redeemable noncontrolling interests(2,622)(2,208)(1,533)
Acquisition of partner’s interest in Killingly Commons joint venture(9,654)— — 
Acquisition of partner’s interest in Pan Am Plaza joint venture— — (2,500)
Net cash (used in) provided by financing activities(312,527)44,459 (20,902)
Net change in cash, cash equivalents and restricted cash21,607 53,777 (6,227)
Cash, cash equivalents and restricted cash, beginning of year100,363 46,586 52,813 
Cash, cash equivalents and restricted cash, end of year$121,970 $100,363 $46,586 
Supplemental disclosures   
Cash paid for interest, net of capitalized interest$113,744 $59,552 $50,387 
Non-cash investing and financing activities
Exchange of redeemable noncontrolling interests for common shares$1,670 $4,236 $— 
Net investment in sales-type lease$— $— $4,665 
The accompanying notes are an integral part of these consolidated financial statements.
F-8

Kite Realty Group TrustKITE REALTY GROUP, L.P. AND SUBSIDIARIES
Consolidated Statements of Shareholders’ EquityBalance Sheets
($ in thousands, except shareunit and per unit data)
 Common SharesAdditional
Paid-in Capital		Accumulated Other
Comprehensive (Loss) Income		Accumulated
Deficit
 
Total
SharesAmount
Balances, December 31, 201783,606,068 $836 $2,071,418 $2,990 $(509,833)$1,565,411 
Stock compensation activity163,318 2 5,695 — — 5,697 
Other comprehensive loss attributable to Kite Realty Group Trust— — (6,487)— (6,487)
Distributions declared to common shareholders— — — — (106,335)(106,335)
Net loss attributable to Kite Realty Group Trust— — — — (46,567)(46,567)
Exchange of redeemable noncontrolling interests for common shares31,500 — 561 — — 561 
Adjustment to redeemable noncontrolling interests00425 — — 425 
Balances, December 31, 201883,800,886 $838 $2,078,099 $(3,497)$(662,735)$1,412,705 
Stock compensation activity152,184 2 6,147 — — 6,149 
Other comprehensive loss attributable to Kite Realty Group Trust— — (12,786)— (12,786)
Distributions declared to common shareholders— — — — (106,686)(106,686)
Net loss attributable to Kite Realty Group Trust— — — — (534)(534)
Exchange of redeemable noncontrolling interests for common shares10,299 — 167 — — 167 
Adjustment to redeemable noncontrolling interests— — (9,977)— — (9,977)
Balances, December 31, 201983,963,369 $840 $2,074,436 $(16,283)$(769,955)$1,289,038 
Stock compensation activity206,591 2 5,483 — — 5,485 
Other comprehensive loss attributable to Kite Realty Group Trust— — (14,602)— (14,602)
Distributions declared to common shareholders— — — — (38,128)(38,128)
Net loss attributable to Kite Realty Group Trust— — — — (16,223)(16,223)
Acquisition of partner's noncontrolling interest in Pan Am Plaza— — (2,500)— — (2,500)
Exchange of redeemable noncontrolling interests for common shares18,039 — 187 — — 187 
Adjustment to redeemable noncontrolling interests— — 7,397 — — 7,397 
Balances, December 31, 202084,187,999 $842 $2,085,003 $(30,885)$(824,306)$1,230,654 
 December 31,
2022		December 31,
2021
Assets:  
Investment properties, at cost:$7,732,573 $7,592,348 
Less: accumulated depreciation(1,161,148)(884,809)
Net investment properties6,571,425 6,707,539 
Cash and cash equivalents115,799 93,241 
Tenant and other receivables, including accrued straight-line rent of $44,460
and $28,071, respectively
101,301 68,444 
Restricted cash and escrow deposits6,171 7,122 
Deferred costs, net409,828 541,518 
Short-term deposits— 125,000 
Prepaid and other assets127,044 84,826 
Investments in unconsolidated subsidiaries10,414 11,885 
Total assets$7,341,982 $7,639,575 
Liabilities and Equity:  
Liabilities:
Mortgage and other indebtedness, net$3,010,299 $3,150,808 
Accounts payable and accrued expenses207,792 184,982 
Deferred revenue and other liabilities298,039 321,419 
Total liabilities3,516,130 3,657,209 
Commitments and contingencies
Limited Partners’ interests in Operating Partnership and other53,967 55,173 
Partners’ Equity:
Common equity, 219,185,658 and 218,949,569 units issued and outstanding at
December 31, 2022 and 2021, respectively
3,692,171 3,937,949 
Accumulated other comprehensive income (loss)74,344 (15,902)
Total Partners’ equity3,766,515 3,922,047 
Noncontrolling interests5,370 5,146 
Total equity3,771,885 3,927,193 
Total liabilities and equity$7,341,982 $7,639,575 
The accompanying notes are an integral part of these consolidated financial statements.

F-9

Kite Realty Group TrustKITE REALTY GROUP, L.P. AND SUBSIDIARIES
Consolidated Statements of Cash FlowsOperations and Comprehensive Income
($ in thousands)
 Year Ended December 31,
 202020192018
Cash flow from operating activities:   
Consolidated net loss$(16,123)$(2)$(46,451)
Adjustments to reconcile consolidated net income to net cash provided by operating activities:   
Gain on sale of operating properties(4,733)(38,971)(3,424)
Impairment charge0 37,723 70,360 
Loss on debt extinguishment0 11,572 0 
Straight-line rent3,131 (2,158)(3,060)
Depreciation and amortization130,783 134,860 156,107 
Compensation expense for equity awards5,998 5,375 4,869 
Amortization of debt fair value adjustment(444)(1,467)(2,630)
Amortization of in-place lease liabilities(3,822)(3,776)(6,360)
Changes in assets and liabilities:   
Tenant receivables(3,062)3,170 (642)
Deferred costs and other assets(7,618)(6,265)(13,396)
Accounts payable, accrued expenses, deferred revenue, and other liabilities(8,595)(2,099)(990)
Net cash provided by operating activities95,515 137,962 154,383 
Cash flow from investing activities:   
Acquisitions of interests in properties(65,298)(58,205)0 
Capital expenditures(38,266)(53,278)(59,304)
Net proceeds from sales of land9,134 0 0 
Net proceeds from sales of operating properties13,888 529,417 218,387 
Small business loan funding(2,199)0 0 
Change in construction payables2,442 (542)(777)
Capital contribution to unconsolidated joint venture(541)(798)(9,973)
Net cash (used in) provided by investing activities(80,840)416,594 148,333 
Cash flow from financing activities:   
Proceeds from issuance of common shares, net72 350 76 
Repurchases of common shares upon the vesting of restricted shares(1,336)(533)(350)
Loan proceeds325,000 75,000 399,500 
Loan transaction costs0 0 (5,208)
Loan payments(302,477)(470,515)(551,379)
Debt extinguishment costs0 (14,455)0 
Distributions paid – common shareholders(38,128)(133,258)(106,316)
Distributions paid – redeemable noncontrolling interests(1,533)(3,838)(3,716)
Acquisition of partner's interest in Pan Am Plaza joint venture(2,500)0 0 
Acquisition of partners' interests in Territory joint venture0 0 (21,993)
Net cash used in financing activities(20,902)(547,249)(289,386)
Net change in cash, cash equivalents, and restricted cash(6,227)7,307 13,330 
Cash, cash equivalents, and restricted cash beginning of period52,813 45,506 32,176 
Cash, cash equivalents, and restricted cash end of period$46,586 $52,813 $45,506 
Supplemental disclosures   
Cash paid for interest, net of capitalized interest$50,387 $60,534 $67,998 
Non-cash investing activities
Net investment in sales-type lease$4,665 $0 $0 
thousands, except unit and per unit data)
 Year Ended December 31,
 202220212020
Revenue:   
Rental income$782,349 $367,399 $257,670 
Other property-related revenue11,108 4,683 8,597 
Fee income8,539 1,242 378 
Total revenue801,996 373,324 266,645 
Expenses:   
Property operating107,217 55,561 41,012 
Real estate taxes104,589 49,530 35,867 
General, administrative and other54,860 33,984 30,840 
Merger and acquisition costs925 86,522 — 
Depreciation and amortization469,805 200,460 128,648 
Total expenses737,396 426,057 236,367 
Gain on sales of operating properties, net27,069 31,209 4,733 
Operating income (loss)91,669 (21,524)35,011 
Other (expense) income:
Interest expense(104,276)(60,447)(50,399)
Income tax (expense) benefit of taxable REIT subsidiary(43)310 696 
Equity in earnings (loss) of unconsolidated subsidiaries256 (416)(1,685)
Other income, net240 355 254 
Net loss(12,154)(81,722)(16,123)
Net income attributable to noncontrolling interests(623)(514)(528)
Net loss attributable to common unitholders$(12,777)$(82,236)$(16,651)
Allocation of net loss:
Limited Partners$(141)$(1,430)$(428)
Parent Company(12,636)(80,806)(16,223)
$(12,777)$(82,236)$(16,651)
Net loss per unit – basic and diluted$(0.06)$(0.73)$(0.19)
Weighted average common units outstanding – basic221,858,084 113,103,177 86,361,139 
Weighted average common units outstanding – diluted221,858,084 113,103,177 86,361,139 
Net loss$(12,154)$(81,722)$(16,123)
Change in fair value of derivatives91,271 15,670 (14,969)
Total comprehensive income (loss)79,117 (66,052)(31,092)
Comprehensive income attributable to noncontrolling interests(623)(514)(528)
Comprehensive income (loss) attributable to common unitholders$78,494 $(66,566)$(31,620)
The accompanying notes are an integral part of these consolidated financial statements.
F-10

Kite Realty Group,KITE REALTY GROUP, L.P. and subsidiariesAND SUBSIDIARIES
Consolidated Balance SheetsStatements of Partner’s Equity
($ in thousands, except unit data)thousands)
 December 31,
2020		December 31,
2019
Assets:
  
Investment properties at cost:$3,143,961 $3,087,391 
      Less: accumulated depreciation(755,100)(666,952)
 2,388,861 2,420,439 
Cash and cash equivalents43,648 31,336 
Tenant and other receivables, including accrued straight-line rent of $24,783 and $27,256, respectively57,154 55,286 
Restricted cash and escrow deposits2,938 21,477 
Deferred costs, net63,171 73,157 
Prepaid and other assets39,975 34,548 
Investments in unconsolidated subsidiaries12,792 12,644 
Total Assets$2,608,539 $2,648,887 
Liabilities and Equity:  
Mortgage and other indebtedness, net$1,170,794 $1,146,580 
Accounts payable and accrued expenses77,469 69,817 
Deferred revenue and other liabilities85,649 90,180 
Total Liabilities1,333,912 1,306,577 
Commitments and contingencies00
Limited Partners' interests in Operating Partnership and other43,275 52,574 
Partners Equity:
 Parent Company:
Common equity, 84,187,999 and 83,963,369 units issued and outstanding at December 31, 2020 and December 31, 2019, respectively1,261,539 1,305,321 
Accumulated other comprehensive loss(30,885)(16,283)
  Total Partners Equity1,230,654 1,289,038 
Noncontrolling Interests698 698 
Total Equity1,231,352 1,289,736 
Total Liabilities and Equity$2,608,539 $2,648,887 
 General PartnerTotal
Common
Equity		Accumulated
Other
Comprehensive
(Loss) Income
Balances, December 31, 2019$1,305,321 $(16,283)$1,289,038 
Stock compensation activity5,485 — 5,485 
Other comprehensive loss attributable to Parent Company— (14,602)(14,602)
Distributions to Parent Company(38,128)— (38,128)
Net loss attributable to Parent Company(16,223)— (16,223)
Acquisition of partner’s noncontrolling interest in Pan Am Plaza(2,500)— (2,500)
Conversion of Limited Partner Units to shares of the Parent Company187 — 187 
Adjustment to redeemable noncontrolling interests7,397 — 7,397 
Balances, December 31, 2020$1,261,539 $(30,885)$1,230,654 
Stock compensation activity6,795 — 6,795 
Shares withheld for employee taxes(15,038)— (15,038)
Issuance of General Partner Units to the Parent Company – Merger2,847,369 — 2,847,369 
Other comprehensive income attributable to Parent Company— 14,983 14,983 
Distributions to Parent Company(57,801)— (57,801)
Net loss attributable to Parent Company(80,806)— (80,806)
Purchase of capped calls(9,800)— (9,800)
Conversion of Limited Partner Units to shares of the Parent Company4,238 — 4,238 
Adjustment to redeemable noncontrolling interests(18,547)— (18,547)
Balances, December 31, 2021$3,937,949 $(15,902)$3,922,047 
Stock compensation activity9,546 — 9,546 
Other comprehensive loss attributable to Parent Company— 90,246 90,246 
Distributions to Parent Company(232,208)— (232,208)
Net loss attributable to Parent Company(12,636)— (12,636)
Acquisition of partner’s noncontrolling interest in Killingly Commons416 — 416 
Conversion of Limited Partner Units to shares of the Parent Company1,670 — 1,670 
Adjustment to redeemable noncontrolling interests(12,566)— (12,566)
Balances, December 31, 2022$3,692,171 $74,344 $3,766,515 
The accompanying notes are an integral part of these consolidated financial statements.

F-11

Kite Realty Group,KITE REALTY GROUP, L.P. and subsidiariesAND SUBSIDIARIES
Consolidated Statements of Operations and Comprehensive IncomeCash Flows
($ in thousands, except unit and per unit data)thousands)
 Year Ended December 31,
 202020192018
Revenue:   
Rental income$257,670 $308,399 $338,523 
Other property related revenue8,597 6,326 13,138 
Fee income378 448 2,523 
Total revenue266,645 315,173 354,184 
Expenses:   
Property operating41,012 45,575 50,356 
Real estate taxes35,867 38,777 42,378 
General, administrative, and other30,840 28,214 21,320 
Depreciation and amortization128,648 132,098 152,163 
Impairment charge0 37,723 70,360 
Total expenses236,367 282,387 336,577 
Gain on sale of operating properties, net4,733 38,971 3,424 
Operating income35,011 71,757 21,031 
Interest expense(50,399)(59,268)(66,785)
Income tax benefit of taxable REIT subsidiary696 282 227 
Loss on debt extinguishment0 (11,572)0 
Equity in loss of unconsolidated subsidiaries(1,685)(628)(278)
Other income (expense), net254 (573)(646)
Net loss(16,123)(2)(46,451)
Net income attributable to noncontrolling interests(528)(528)(1,151)
Net loss attributable to common unitholders$(16,651)$(530)$(47,602)
Allocation of net (loss) income:
Limited Partners$(428)$4 $(1,035)
Parent Company(16,223)(534)(46,567)
$(16,651)$(530)$(47,602)
Net loss per unit - basic and diluted$(0.19)$(0.01)$(0.56)
Weighted average common units outstanding - basic86,361,139 86,027,409 85,740,449 
Weighted average common units outstanding - diluted86,361,139 86,027,409 85,740,449 
Distributions declared per common unit$0.4495 $1.2700 $1.2700 
Consolidated net loss$(16,123)$(2)$(46,451)
Change in fair value of derivatives(14,969)(13,158)(6,647)
Total comprehensive loss(31,092)(13,160)(53,098)
Comprehensive income attributable to noncontrolling interests(528)(528)(1,151)
Comprehensive loss attributable to common unitholders$(31,620)$(13,688)$(54,249)

 Year Ended December 31,
 202220212020
Cash flows from operating activities:   
Net loss$(12,154)$(81,722)$(16,123)
Adjustments to reconcile net loss to net cash provided by operating activities:   
Depreciation and amortization472,969 203,142 130,783 
Gain on sales of operating properties, net(27,069)(31,209)(4,733)
Straight-line rent(16,632)(5,391)3,131 
Compensation expense for equity awards10,280 6,697 5,998 
Amortization of debt fair value adjustments(13,521)(2,993)(444)
Amortization of in-place lease assets and liabilities(4,821)(2,611)(3,822)
Changes in assets and liabilities:   
Tenant receivables(16,763)(3,102)(3,062)
Deferred costs and other assets7,522 6,857 (7,618)
Accounts payable, accrued expenses, deferred revenue and other liabilities(20,528)10,683 (8,595)
Net cash provided by operating activities379,283 100,351 95,515 
Cash flows from investing activities:   
Cash and restricted cash acquired in the Merger— 14,992 — 
Acquisitions of interests in properties(100,142)(10,445)(65,298)
Capital expenditures(158,540)(57,313)(38,266)
Net proceeds from sales of land4,716 54,157 9,134 
Net proceeds from sales of operating properties75,699 26,556 13,888 
Investment in short-term deposits125,000 (125,000)— 
Small business loan repayments (funding)657 712 (2,199)
Change in construction payables6,341 4,413 2,442 
Distribution from unconsolidated joint venture1,245 1,029 — 
Capital contribution to unconsolidated joint venture(125)(134)(541)
Net cash used in investing activities(45,149)(91,033)(80,840)
Cash flows from financing activities:   
Contributions from the General Partner30 31 72 
Repurchases of common shares upon the vesting of restricted shares(1,535)(15,031)(1,336)
Purchase of capped calls— (9,800)— 
Debt and equity issuance costs(5,159)(8,141)— 
Loan proceeds455,000 215,000 325,000 
Loan payments(568,963)(77,591)(302,477)
Distributions paid – common unitholders(179,624)(57,801)(38,128)
Distributions paid – redeemable noncontrolling interests(2,622)(2,208)(1,533)
Acquisition of partner’s interest in Killingly Commons joint venture(9,654)— — 
Acquisition of partner’s interest in Pan Am Plaza joint venture— — (2,500)
Net cash (used in) provided by financing activities(312,527)44,459 (20,902)
Net change in cash, cash equivalents and restricted cash21,607 53,777 (6,227)
Cash, cash equivalents and restricted cash, beginning of year100,363 46,586 52,813 
Cash, cash equivalents and restricted cash, end of year$121,970 $100,363 $46,586 
Supplemental disclosures   
Cash paid for interest, net of capitalized interest$113,744 $59,552 $50,387 
Non-cash investing and financing activities
Conversion of Limited Partner Units to shares of the Parent Company$1,670 $4,236 $— 
Net investment in sales-type lease$— $— $4,665 
The accompanying notes are an integral part of these consolidated financial statements.
F-12

Kite Realty Group,KITE REALTY GROUP TRUST AND KITE REALTY GROUP, L.P. and subsidiariesAND SUBSIDIARIES
Consolidated Statements of Partner's Equity
($ in thousands)
 General PartnerTotal
Common EquityAccumulated
Other
Comprehensive
(Loss) Income
Balances, December 31, 2017$1,562,421 $2,990 $1,565,411 
Stock compensation activity5,697 — 5,697 
Other comprehensive loss attributable to Parent Company— (6,487)(6,487)
Distributions declared to Parent Company(106,335)— (106,335)
Net loss attributable to Parent Company(46,567)— (46,567)
Conversion of Limited Partner Units to shares of the Parent Company561 — 561 
Adjustment to redeemable noncontrolling interests425 — 425 
Balances, December 31, 2018$1,416,202 $(3,497)$1,412,705 
Stock compensation activity6,149 — 6,149 
Other comprehensive loss attributable to Parent Company— (12,786)(12,786)
Distributions declared to Parent Company(106,686)— (106,686)
Net loss attributable to Parent Company(534)— (534)
Conversion of Limited Partner Units to shares of the Parent Company167 — 167 
Adjustment to redeemable noncontrolling interests(9,977)— (9,977)
Balances, December 31, 2019$1,305,321 $(16,283)$1,289,038 
Stock compensation activity5,485 — 5,485 
Other comprehensive loss attributable to Parent Company— (14,602)(14,602)
Distributions declared to Parent Company(38,128)— (38,128)
Net loss attributable to Parent Company(16,223)— (16,223)
Acquisition of partner's noncontrolling interest in Pan Am Plaza(2,500)— (2,500)
Conversion of Limited Partner Units to shares of the Parent Company187 — 187 
Adjustment to redeemable noncontrolling interests7,397 — 7,397 
Balances, December 31, 2020$1,261,539 $(30,885)$1,230,654 
The accompanying notes are an integral part of these consolidated financial statements.

F-13

Kite Realty Group, L.P. and subsidiaries
Consolidated Statements of Cash Flows
($ in thousands)
 Year Ended December 31,
 202020192018
Cash flow from operating activities:   
Consolidated net loss$(16,123)$(2)$(46,451)
Adjustments to reconcile consolidated net income to net cash provided by operating activities:   
Gain on sales of operating properties(4,733)(38,971)(3,424)
Impairment charge0 37,723 70,360 
Loss on debt extinguishment0 11,572 0 
Straight-line rent3,131 (2,158)(3,060)
Depreciation and amortization130,783 134,860 156,107 
Compensation expense for equity awards5,998 5,375 4,869 
Amortization of debt fair value adjustment(444)(1,467)(2,630)
Amortization of in-place lease liabilities(3,822)(3,776)(6,360)
Changes in assets and liabilities:   
Tenant receivables(3,062)3,170 (642)
Deferred costs and other assets(7,618)(6,265)(13,396)
Accounts payable, accrued expenses, deferred revenue, and other liabilities(8,595)(2,099)(990)
Net cash provided by operating activities95,515 137,962 154,383 
Cash flow from investing activities:   
Acquisitions of interests in properties(65,298)(58,205)0 
Capital expenditures(38,266)(53,278)(59,304)
Net proceeds from sales of land9,134 0 0 
Net proceeds from sales of operating properties13,888 529,417 218,387 
Change in construction payables2,442 (542)(777)
Small business loan funding(2,199)0 0 
Capital contribution to unconsolidated joint venture(541)(798)(9,973)
Net cash (used in) provided by investing activities(80,840)416,594 148,333 
Cash flow from financing activities:   
Contributions from the General Partner72 350 76 
Repurchases of common shares upon the vesting of restricted shares(1,336)(533)(350)
Loan proceeds325,000 75,000 399,500 
Loan transaction costs0 0 (5,208)
Loan payments(302,477)(470,515)(551,379)
Debt extinguishment costs0 (14,455)0 
Distributions paid – common unitholders(38,128)(133,258)(106,316)
Distributions paid – redeemable noncontrolling interests(1,533)(3,838)(3,716)
Acquisition of partner's interest in Pan Am Plaza joint venture(2,500)0 0 
Acquisition of partners' interests in Territory joint venture0 0 (21,993)
Net cash used in financing activities(20,902)(547,249)(289,386)
Net change in cash, cash equivalents, and restricted cash(6,227)7,307 13,330 
Cash, cash equivalents, and restricted cash beginning of period52,813 45,506 32,176 
Cash, cash equivalents, and restricted cash end of period$46,586 $52,813 $45,506 
Supplemental disclosures   
Cash paid for interest, net of capitalized interest$50,387 $60,534 $67,998 
Non-cash investing activities
Net investment in sales-type lease$4,665 $0 $0 
The accompanying notes are an integral part of these consolidated financial statements.
F-14

Kite Realty Group Trust and Kite Realty Group, L.P. and subsidiaries
Notes to Consolidated Financial StatementsNOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 20202022
($ in thousands, except share, per share, unit and per unit amounts and where indicated in millions or billions.)
billions)
NoteNOTE 1. Organization
ORGANIZATION AND BASIS OF PRESENTATION
Kite Realty Group Trust (the "Parent Company"“Parent Company”), through its majority-owned subsidiary, Kite Realty Group, L.P. (the “Operating Partnership”), owns interests in various operating subsidiaries and joint ventures engaged in the ownership, and operation, acquisition, development and redevelopment of high-quality, neighborhood and communityopen-air shopping centers and mixed-used assets that are primarily grocery-anchored and located in high-growth Sun Belt and select strategic gateway markets in the United States. The terms "Company," "we," "us,"“Company,” “we,” “us,” and "our"“our” refer to the Parent Company and the Operating Partnership, collectively, and those entities owned or controlled by the Parent Company and/or the Operating Partnership.

The Operating Partnership was formed on August 16, 2004, when the Parent Company contributed properties and the net proceeds from an initial public offering (“IPO”) of shares of its common stock to the Operating Partnership. The Parent Company was organized in Maryland in 2004 to succeed in the development, acquisition, construction and real estate businesses of its predecessor. We believe the Company qualifies as a real estate investment trust (a “REIT”(“REIT”) under provisions of the Internal Revenue Code of 1986, as amended.

The Parent Company is the sole general partner of the Operating Partnership, and as of December 31, 20202022 owned approximately 97.1%98.7% of the common partnership interests in the Operating Partnership (“General Partner Units”). The remaining 2.9%1.3% of the common partnership interests (“Limited Partner Units” and, together with the General Partner Units, the “Common Units”) were owned by the limited partners. As the sole general partner of the Operating Partnership, the Parent Company has full, exclusive and complete responsibility and discretion in the day-to-day management and control of the Operating Partnership. The Parent Company and the Operating Partnership are operated as one enterprise. The management of the Parent Company consists of the same members as the management of the Operating Partnership. As the sole general partner with control of the Operating Partnership, the Parent Company consolidates the Operating Partnership for financial reporting purposes, and the Parent Company does not have any significant assets other than its investment in the Operating Partnership.
At December 31, 2020, we owned interests in 90 operating and redevelopment properties totaling approximately 17.3 million square feet. We also owned 2 development projects under construction as of this date. Of the 90 properties, 87 are consolidated in these financial statements, and the remaining 3 are accounted for under the equity method.

At December 31, 2019, we owned interests in 90 operating and redevelopment properties totaling approximately 17.4 million square feet. We also owned 1 development project under construction as of this date.  Of the 90 properties, 87 are consolidated in these financial statements and the remaining 3 are accounted for under the equity method.
Note 2. Basis of Presentation and Summary of Significant Accounting Policies
The accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”). GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and revenues and expenses during the reported period. Actual results could differ from these estimates.
On October 22, 2021, we completed a merger with Retail Properties of America, Inc. (“RPAI”) in accordance with the Agreement and Plan of Merger dated July 18, 2021 (the “Merger Agreement”), by and among the Company, its wholly owned subsidiary KRG Oak, LLC (“Merger Sub”) and RPAI, pursuant to which RPAI merged with and into Merger Sub (the “Merger”). Immediately following the closing of the Merger, Merger Sub merged with and into the Operating Partnership so that all of the assets and liabilities of the Company continue to be held at or below the Operating Partnership level. The transaction value was approximately $4.7 billion, including the assumption of approximately $1.8 billion of debt. We acquired 100 operating retail properties and five development projects through the Merger along with multiple parcels of entitled land for future value creation.
Pursuant to the terms of the Merger Agreement, each outstanding share of RPAI common stock converted into the right to receive 0.623 common shares of the Company plus cash in lieu of fractional Company shares. The aggregate value of the Merger consideration paid to former holders of RPAI common stock was approximately $2.8 billion, excluding the value of RPAI restricted stock units that vested at closing and certain restricted share awards assumed by the Company at closing. In connection with the Merger, the Operating Partnership issued an equivalent amount of General Partner Units to the Parent Company.
As of December 31, 2022, we owned interests in 183 operating retail properties totaling approximately 28.8 million square feet and one office property with 0.3 million square feet. Of the 183 operating retail properties, 11 contain an office component. We also owned three development projects under construction as of this date. Of the 183 operating retail properties, 180 are consolidated in these financial statements and the remaining three are accounted for under the equity method.
F-13

NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Investment Properties
Capitalization and Depreciation
Investment properties are recorded at cost and include costs of land acquisition, development, pre-development, construction, certain allocated overhead, tenant allowances and improvements, and interest and real estate taxes incurred during construction. Significant renovations and improvements are capitalized when they extend the useful life, increase capacity, or improve the efficiency of the asset. If a tenant vacates a space prior to the lease expiration, terminates its lease, or otherwise notifies the Company of its intent to do so, any related unamortized tenant allowances are expensed over the shortened lease period. Maintenance and repairs that do not extend the useful lives of the respective assets are reflected within “Property operating” expense in the accompanying consolidated statements of operations and comprehensive income.
Pre-development costs are incurred prior to vertical construction and for certain land held for development during the due diligence phase and include contract deposits, legal, engineering, cost of internal resources and other professional fees related to evaluating the feasibility of developing or redeveloping a shopping center or other project. These pre-development costs are capitalized and included in construction in progress in the accompanying consolidated balance sheets. If we determine that the completion of a development project is no longer probable, all previously incurred pre-development costs are immediately expensed. Land is transferred to construction in progress once construction commences on the related project.
We also capitalize costs such as land acquisition, building construction, interest, real estate taxes, and the costs of personnel directly involved with the development of our properties. As a portion of a development project becomes operational, we expense a pro rata amount of the related costs.
ComponentsDepreciation on buildings and improvements is computed using the straight-line method over estimated original useful lives ranging from 10 to 35 years. Depreciation on tenant allowances and tenant improvements is computed using the straight-line method over the term of Investment Propertiesthe related lease. Depreciation on equipment and fixtures is computed using the straight-line method over five to 10 years. Depreciation may be accelerated for a redevelopment project, including partial demolition of an existing structure, after the asset is assessed for impairment.
The following table summarizes the composition of the Company’s investment properties as of December 31, 20202022 and 2021 (in thousands):
December 31,
20222021
Land, buildings and improvements$7,656,765 $7,550,988 
Construction in progress75,808 41,360 
Investment properties, at cost$7,732,573 $7,592,348 
Valuation of Investment Properties
Management reviews operational and development projects, land parcels and intangible assets for impairment on a property-by-property basis whenever events or changes in circumstances indicate that the carrying value of the asset may not be recoverable. This review for possible impairment requires certain assumptions, estimates, and significant judgment. Examples of situations considered to be impairment indicators for both operating properties and development projects include, but are not limited to:
•a substantial decline in or continued low occupancy rate or cash flow;
•expected significant declines in occupancy in the near future;
•continued difficulty in leasing space;
•a significant concentration of financially troubled tenants;
•a reduction in the anticipated holding period;
•a cost accumulation or delay in project completion date significantly above and beyond the original development or redevelopment estimate;
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•a significant decrease in the market price not in line with general market trends; and
•any other quantitative or qualitative events or factors deemed significant by the Company’s management or Board of Trustees.
Impairment losses for investment properties and intangible assets are measured when the undiscounted cash flows estimated to be generated by the investment properties during the expected holding period are less than the carrying amounts of those assets. The evaluation of impairment is subject to certain management assumptions, including projected net operating income, anticipated hold period, expected capital expenditures and the capitalization rate used to estimate the property’s residual value. Impairment losses are recorded as the excess of the carrying value over the estimated fair value of the asset. Our impairment review for land and development properties assumes we have the intent and ability to complete the developments or projected uses for the land parcels. If we determine those plans will not be completed or our assumptions with respect to operating assets are not realized, an impairment loss may be appropriate.
Assets Held for Sale
Operating properties will be classified as held for sale only when those properties are available for immediate sale in their present condition and for which management believes it is probable that a sale of the property will be completed within one year, among other factors. Operating properties classified as held for sale are carried at the lower of cost or fair value less estimated costs to sell. Depreciation and amortization are suspended during the held-for-sale period. No properties qualified for held for sale accounting treatment as of December 31, 20192022 and 2021.
Acquisition of Investment Properties
Upon acquisition of real estate operating properties, including those assets acquired in the Merger with RPAI, we estimate the fair value of acquired identifiable tangible assets and identified intangible assets and liabilities, assumed debt, and any noncontrolling interest in the acquiree at the date of acquisition, based on evaluation of information and estimates available at that date. Based on these estimates, we record the estimated fair value to the applicable assets and liabilities. In making estimates of fair value, a number of sources are used, including information obtained as a result of pre-acquisition due diligence, marketing and leasing activities. The estimates of fair value were determined to have primarily relied upon Level 2 and Level 3 inputs, as follows:defined below.
($ in thousands)Balance at
December 31,
2020		December 31,
2019
Investment properties, at cost:  
Land, buildings and improvements$3,109,122 $3,038,412 
Furniture, equipment and other6,979 7,775 
Construction in progress27,860 41,204 
 $3,143,961 $3,087,391 
Fair value is determined for tangible assets and intangibles, including:

•the fair value of the building on an as-if-vacant basis and the fair value of land determined either by comparable market data, real estate tax assessments, independent appraisals or other relevant data;
•above-market and below-market in-place lease values for acquired properties, which are based on the present value (using an interest rate that reflects the risks associated with the leases acquired) of the difference between (i) the contractual amounts to be paid pursuant to the in-place leases and (ii) management’s estimate of fair market lease rates for the corresponding in-place leases, measured over the remaining non-cancelable term of the leases. Any below-market renewal options are also considered in the in-place lease values. The capitalized above-market and below-market lease values are amortized as a reduction of or addition to rental income over the term of the 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 use 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 use third party and independent sources for our estimates to determine the respective fair value of each mortgage and other indebtedness, including related derivative instruments, assumed. The fair market value of each is amortized to interest expense over the remaining initial terms of the respective instruments.
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We also consider whether there is any value to in-place leases that have a related customer relationship intangible value. Characteristics we consider in determining these values include the nature and extent of existing business relationships with the tenant, growth prospects for developing new business with the tenant, the tenant’s credit quality, and expectations of lease renewals, among other factors. To date, no tenant relationship has been developed that is considered to have a current intangible value.

Consolidation and Investments in Joint Ventures
The accompanying financial statements are presented on a consolidated basis and include all accounts of the Parent Company, the Operating Partnership, the TRStaxable REIT subsidiaries (“TRSs”) of the Operating Partnership, subsidiaries of the Operating Partnership that are controlled and any variable interest entities (“VIEs”) in which the Operating Partnership is the primary beneficiary. In general, a VIE is a corporation, partnership, trust or any other legal structure used for business purposes that either (a) has equity investors that do not provide sufficient financial resources for the entity to support its activities, (b) does not have equity investors with voting rights, or (c) has equity investors whose votes are disproportionate from their economics and substantially all of the activities are conducted on behalf of the investor with disproportionately fewer voting rights.

The Operating Partnership accounts for properties that are owned by joint ventures in accordance with the consolidation guidance.  The Operating Partnership evaluatesguidance by evaluating each joint venture and determinesdetermining first whether to follow the VIE or the voting interest entity ("VOE"(“VOE”) model. Once the appropriate consolidation model is identified, the Operating Partnership then evaluates whether it should consolidate the joint venture. Under the VIE model, the Operating Partnership consolidates an entity when it has (i) the power to direct the activities of the VIE that most significantly impact the VIE’s economic performance and (ii) the obligation to absorb losses or the right to receive benefits that could potentially be significant to the VIE. Under the VOE model, the Operating Partnership consolidates an entity when (i) it controls the entity through ownership of a majority voting interest if the entity is not a limited partnership or (ii) it controls the entity through its ability to remove the other partners or owners in the entity, at its discretion, when the entity is a limited partnership.

In determining whether to consolidate a VIE with the Operating Partnership, we consider all relationships between the Operating Partnership and the applicable VIE, including development agreements,and management agreements and other contractual arrangements, in determining whether we have the power to direct the activities of the VIE that most significantly affect the VIE'sVIE’s performance. As of December 31, 2020,2022, we owned investments in 2two consolidated joint ventures that were VIEs in which the partners did not have substantive participating rights and we were the primary beneficiary. As of this date,December 31, 2022, these consolidated VIEs had totalmortgage debt of $55.1$28.3 million, which were secured by assets of the VIEs totaling $113.3$118.6 million. The Operating Partnership guarantees the mortgage debt of these VIEs.

The Operating Partnership is considered a VIE as the limited partners do not hold kick-out rights or substantive participating rights. The Parent Company consolidates the Operating Partnership as it is the primary beneficiary in accordance with the VIE model.

As of December 31, 2022, the Company also owned investments in four unconsolidated joint ventures accounted for under the equity method as follows:
TH Real EstateThree Property Retail Portfolio Joint Venture

On June 29, 2018, the Company formed a joint venture involvingwith Nuveen Real Estate, formerly known as TH Real Estate (the "TH Real Estate joint venture").Estate. The Company sold 3three properties to the joint venture valued at $99.8 million in the aggregate at $99.8 million and, after considering third partythird-party debt obtained by the joint venture upon formation, the Company contributed $10.0 million for a 20% noncontrolling ownership interest in the joint venture. The Company serves asis the operating member responsible for the day-to-day management of the properties and receives property management and leasing fees. Both members have substantive participating rights over major decisions that impact the economics and operations of the joint venture. The Company is accountingaccounts for the joint venture onunder the equity method as it has the ability to exercise influence but not control over the operating and financial policies.

Embassy Suites at the University of Notre Dame

Eddy Street Commons
In December 2017, we formed a new joint venture with an unrelated third party to develop and own an Embassy Suites full-service hotel next to our Eddy Street Commons, our operating retail property at the University of Notre Dame. We contributed $1.4 million of cash to the joint venture in return for a 35% ownership interest in the joint venture. The joint venture has entered into a $33.8 million construction loan, againstof which $33.6$33.5 million was drawn as of December 31, 2020.2022. The joint venture is not
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considered a VIE. We are accountingThe Company accounts for the joint venture under the equity method as both members have substantive participating rights and we do not control the activities of the venture.

Glendale Multifamily Joint Venture

In May 2020, the Company formed a joint venture for the planned development of a multifamily project adjacent to our Glendale Town Center operating retail property. The Company contributed land valued at $1.6 million to the joint venture and retained a 12% interest in the joint venture. The Company'sCompany’s partner serves asis the operating member responsible for the day-to-day management.management of the property. Both members have substantive participating rights over major decisions that impact the economics and
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operations of the joint venture. The Company is accountingaccounts for the joint venture onunder the equity method as it has the ability to exercise influence but not control over the operating and financial policies.

Buckingham Joint Venture
AcquisitionIn September 2021, the Company formed a joint venture for the planned redevelopment of Real Estate Properties
Upon acquisition of real estate operating properties, we estimateThe Corner (Carmel, IN) into a mixed-use, multifamily and retail project. The Company contributed land valued at $4.0 million to the fair value of acquired identifiable tangible assetsjoint venture and identified intangible assets and liabilities, assumed debt, and any noncontrollingretained a 50% interest in the acquiree atjoint venture. The Company’s partner is the date of acquisition, based on evaluation of information and estimates available at that date.  Based on these estimates, we recordoperating member responsible for the estimated fair value to the applicable assets and liabilities.  In making estimates of fair values, a number of sources are utilized, including information obtained as a result of pre-acquisition due diligence, marketing and leasing activities. The estimates of fair value were determined to have primarily relied upon Level 2 and Level 3 inputs, as defined below. 
Fair value is determined for tangible assets and intangibles, including: 
•the fair valueday-to-day management of the building on an as-if-vacant basisproperty. Both members have substantive participating rights over major decisions that impact the economics 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)operations 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 ratesjoint venture. The Company accounts for the corresponding in-place leases, measured overjoint venture under 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 amortizedequity method 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.

We also consider whether there is any value to in-place leases that have a related customer relationship intangible value.  Characteristics we consider in determining these values include the nature and extent of existing business relationships with the tenant, growth prospects for developing new business with the tenant, the tenant’s credit quality, and expectations of lease renewals, among other factors.  To date, a tenant relationshipit has not been developed that is considered to have a current intangible value.

Investment Properties
Capitalization and Depreciation
Investment properties are recorded at cost and include costs of land acquisition, development, pre-development, construction, certain allocated overhead, tenant allowances and improvements, and interest and real estate taxes incurred during construction.  Significant renovations and improvements are capitalized when they extend the useful life, increase capacity, or improve the efficiency of the asset.  If a tenant vacates a space prior to the lease expiration, terminates its lease, or otherwise notifies the Company of its intent to do so, any related unamortized tenant allowances are expensed over the shortened lease period.  Maintenance and repairs that do not extend the useful lives of the respective assets are reflected in property operating expense.

Pre-development costs are incurred prior to vertical construction and for certain land held for development during the due diligence phase and include contract deposits, legal, engineering, cost of internal resources and other professional fees related to evaluating the feasibility of developing or redeveloping a shopping center or other project.  These pre-development
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costs are capitalized and included in construction in progress in the accompanying consolidated balance sheets.  If we determine that the completion of a development project is no longer probable, all previously incurred pre-development costs are immediately expensed.  Land is transferred to construction in progress once construction commences on the related project. 
We also capitalize costs such as land acquisition, building construction, interest, real estate taxes, and the costs of personnel directly involved with the development of our properties.  As a portion of a development property becomes operational, we expense a pro rata amount of related costs. 
Depreciation on buildings and improvements is provided utilizing the straight-line method over estimated original useful lives ranging from 10 to 35 years.  Depreciation on tenant allowances and tenant improvements are provided utilizing the straight-line method over the term of the related lease.  Depreciation on equipment and fixtures is provided utilizing the straight-line method over 5 to 10 years. Depreciation may be accelerated for a redevelopment project including partial demolition of existing structure after the asset is assessed for impairment.  

Impairment
Management reviews operational and development projects, land parcels and intangible assets for impairment on a property-by-property basis whenever events or changes in circumstances indicate that the carrying value of the asset may not be recoverable. This review for possible impairment requires certain assumptions, estimates, and significant judgment. Impairment losses for investment properties and intangible assets are measured when the undiscounted cash flows estimated to be generated by the investment properties during the expected holding period are less than the carrying amounts of those assets. The evaluation of impairment is subject to certain management assumptions including projected net operating income, anticipated hold period, expected capital expenditures and the capitalization rate used to estimate the property's residual value. Impairment losses are recorded as the excess of the carrying value over the estimated fair value of the asset. Our impairment review for land and development properties assumes we have the intent and the ability to completeexercise influence but not control over the developments or projected uses for the land parcels. If we determine those plans will not be completed or our assumptions with respect to operating assets are not realized, an impairment loss may be appropriate.and financial policies.

Asset Held for Sale and Discontinued Operations
Operating properties will be classified as held for sale only when those properties are available for immediate sale in their present condition and for which management believes it is probable that a sale of the property will be completed within one year, among other factors. Operating properties classified as held for sale are carried at the lower of cost or fair value less estimated costs to sell. Depreciation and amortization are suspended during the held-for-sale period.  

Restricted Cash and Escrow Deposits
Escrow deposits consist of cash held for real estate taxes, property maintenance, insurance and other requirements at specific properties as required by lending institutions and certain municipalities. In addition at December 31, 2019, escrow deposits included $13.2 million of proceeds from the sale of an operating property to be utilized to acquire a potential asset in a tax-deferred exchange.

Cash and Cash Equivalents
We consider all highly liquid investments purchased with an original maturity of 90 days or less to be cash and cash equivalents. From time to time, such investments may temporarily be held in accounts that are in excess of FDICthe Federal Deposit Insurance Corporation (“FDIC”) and SIPCthe Securities Investor Protection Corporation (“SIPC”) insurance limits; however, the Company attempts to limit its exposure at any one time.

The following is a summary of our total cash, cash equivalents and restricted cash total as presented in ourthe accompanying consolidated statements of cash flows for the years ended December 31, 2022, 2021, and 2020 2019, and 2018:

(in thousands):
Year Ended December 31,
202020192018202220212020
Cash and cash equivalentsCash and cash equivalents43,648 31,336 35,376 Cash and cash equivalents$115,799 $93,241 $43,648 
Restricted cash and escrow depositsRestricted cash and escrow deposits2,938 21,477 10,130 Restricted cash and escrow deposits6,171 7,122 2,938 
Total cash, cash equivalents, restricted cash, and escrow deposits$46,586 $52,813 $45,506 
Total cash, cash equivalents and restricted cashTotal cash, cash equivalents and restricted cash$121,970 $100,363 $46,586 

Restricted Cash and Escrow Deposits
Escrow deposits consist of cash held for real estate taxes, property maintenance, insurance and other requirements at specific properties as required by lending institutions, certain municipalities or other agreements.
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Short-Term Deposits

During the year ended December 31, 2022, the Company used the proceeds from a $125.0 million short-term deposit that matured on April 7, 2022 to repay borrowings on the Company’s revolving line of credit. The deposit balance was held in a custody account at Bank of New York Mellon and earned interest at a rate of the Federal Funds Rate plus 43 basis points. Interest income earned on the deposit is recorded within “Other income (expense), net” on the accompanying consolidated statements of operations and comprehensive income.
Fair Value Measurements
We follow the framework established under accounting standard FASBFinancial Accounting Standards Board (“FASB”) ASC 820, Fair Value Measurements and Disclosures, for measuring fair value of non-financial assets and liabilities that are not required or permitted to be measured at fair value on a recurring basis but only in certain circumstances, such as a business combination or upon determination of an impairment.
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Assets and liabilities recorded at fair value on the consolidated balance sheets are categorized based on the inputs to the valuation techniques as follows:

•Level 1 fair value inputs are quoted prices in active markets for identical instruments to which we have access.

•Level 2 fair value inputs are inputs other than quoted prices included in Level 1 that are observable for similar instruments, either directly or indirectly, and appropriately consider counterparty creditworthiness in the valuations.

valuation.
•Level 3 fair value inputs reflect our best estimate of inputs and assumptions market participants would use in pricing an instrument at the measurement date. The inputs are unobservable in the market and significant to the valuation estimate.

In instances where the determination of the fair value measurement is based on inputs from different levels of the fair value hierarchy, the level in the fair value hierarchy within which the entire fair value measurement falls is based on the lowest level input that is significant to the fair value measurement in its entirety. Our assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment and considers factors specific to the asset or liability.
As discussed in Note 89 to the Financial Statements,consolidated financial statements, we have determined that derivative valuations are classified inwithin Level 2 of the fair value hierarchy.

 Note 8 to the consolidated financial statements includes a discussion of the estimated fair value of fixed and variable rate debt, which are estimated using Level 2 and 3 inputs. Note 3 to the consolidated financial statements includes a discussion of the fair values recorded for the assets acquired in the Merger with RPAI in 2021. Level 3 inputs to this transaction include our estimations of land values, net rental rates of anchor and small shop space and capitalization rates. Level 3 inputs to these transactions include our estimations of disposal values.
Cash and cash equivalents, accounts receivable, escrows and deposits, and other working capital balances approximate fair value.

Note 6 to the Financial Statements includes a discussion of the fair values recorded when we recognized impairment charges in 2019 and 2018. Level 3 inputs to these transactions include our estimations of disposal values. 
Derivative Financial Instruments
The Company accounts for its derivative financial instruments at fair value calculated in accordance with ASC 820, Fair Value Measurements and Disclosures. Gains or losses resulting from changes in the fair valuesvalue of those derivatives are accounted for depending on the use of the derivative and whether it qualifies for hedge accounting. We use derivative instruments such as interest rate swaps or rate locks to mitigate interest rate risk on related financial instruments.
Changes in the fair values of derivatives that qualify as cash flow hedges are recognized in other comprehensive income (“OCI”) while any ineffective portion of a derivative’s change in fair value is recognized immediately in earnings. Gains and losses associated with the transaction are recorded in OCI and amortized over the underlying term of the hedged transaction. For derivative contracts designated as fair value hedges, the gain or loss on the derivative is included within “Mortgage and other indebtedness, net” in the accompanying consolidated balance sheets. We include the gain or loss on the hedged item in the same account as the offsetting gain or loss on the related derivative contract. As of December 31, 20202022 and 2019,2021, all of our derivative instruments qualify for hedge accounting.
Revenue Recognition
As a lessor of real estate assets, the Company retains substantially all of the risks and benefits of ownership and accounts for its leases as operating leases.

Contractual minimum base rent, percentage rent, and expense reimbursements from tenants for common area maintenance costs, insurance and real estate taxes are our principal sources of revenue. Base minimum rents are recognized on a straight-line basis over the terms of the respective leases. Certain lease agreements contain provisions that grant additional rents based on a tenant’s sales volume (contingent overage rent). Overage rent is recognized when tenants achieve the specified sales targets as defined in their lease agreements.  Overage rentagreements and is included in rental incomewithin “Rental income” in the accompanying consolidated statements of operations and comprehensive income for the years ended December 31, 20202022, 2021 and 2019.2020. If we determine that collectibility is probable, we recognize income from rentals based on the methodology described above. We have accounts receivable due from tenants and are subject to the risk of tenant defaults and bankruptcies that may affect the collection of the outstanding receivables. These receivables are reduced for credit loss that is recognized as a reduction to rental income. We regularly evaluate the collectibility
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of these lease-related receivables by analyzing past due account balances and consider such facts as the credit quality of our customer, historical write-off experience tenant credit-worthiness and current economic trends when evaluating the
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collectibility of rental income. Although we estimate uncollectible receivables and provide for them through charges against income, actual experience may differ from those estimates.

We recognize the sale of real estate when control transfers to the buyer. As part of our ongoing business strategy, we will, from time to time, sell properties, land parcels and outlots, some of which are ground leasedground-leased to tenants. Net gains realized on such sales were $5.9$4.5 million, $0.2$0.5 million, and $3.1$5.9 million for the years ended December 31, 2020, 2019,2022, 2021, and 2018,2020, respectively, and are classified as other property related revenuewithin “Other property-related revenue” in the accompanying consolidated statements of operations. operations and comprehensive income.
Tenant and Other Receivables and Allowance for Uncollectible Accounts
Tenant receivables consist primarily of billed minimum rent, accrued and billed tenant reimbursements, and accrued straight-line rent. The Company generally does not require specific collateral from its tenants other than corporate or personal guarantees. Other receivables consist primarily of amounts due from municipalities and from tenants for non-rental revenue relatedrevenue-related activities.
An allowance for uncollectible accounts, including future credit losses of the accrued straight-line rent receivables, is maintained for estimated losses resulting from the inability of certain tenants or others to meet contractual obligations under their lease or other agreements. Accounts are written off when, in the opinion of management, the balance is deemed uncollectible.
The provision for revenues deemed uncollectible represented 6.0%0.7%, 1.1%0.9%, 1.0%and 6.0% of total revenues in each of the years ended December 31, 2022, 2021 and 2020, 2019 and 2018. respectively.
Concentration of Credit Risk
We may be subject to concentrations of credit risk with regards to our cash and cash equivalents. We place cash and temporary cash investments with high-credit-quality financial institutions. From time to time, such cash and investments may temporarily be in excess of insurance limits.

In addition, our accounts receivable from and leases with tenants potentially subjectssubject us to a concentration of credit risk related to our accounts receivable and revenue.

Total billed receivables dueFor the year ended December 31, 2022, the Company’s revenue recognized from tenants leasing space in the states where the majority of our portfolio is concentrated, which includes Texas, Florida, New York, Virginia, and Indiana, Texas, North Carolina, and Nevada, consisted of the followingwas as of December 31, 2020: 

follows:
Texas26.3 %
Florida399.9 %
New York6.9 %
Virginia6.8 %
Indiana14 %
Texas7 %
North Carolina11 %
Nevada46.4 %

For the year ended December 31, 2020, the Company's revenue recognized from tenants leasing space in the states of Florida, Indiana, Texas, North Carolina, and Nevada, were as follows:  

Florida26 %
Indiana15 %
Texas14 %
North Carolina12 %
Nevada11 %




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Earnings Per Share
Basic earnings per share or unit is calculated based on the weighted average number of common shares or units outstanding during the period. Diluted earnings per share or unit is determined based on the weighted average common number of common shares or units outstanding during the period combined with the incremental average common shares or units that would have been outstanding assuming the conversion of all potentially dilutive common shares or units into common shares or units as of the earliest date possible.
Potentially dilutive securities include (i) outstanding options to acquire common shares; (ii) Limited Partner Units, which may be exchanged for either cash or common shares at the Parent Company’s option and under certain circumstances; appreciation only LTIP units,(iii) appreciation-only Long-Term Incentive Plan (“AO LTIP”) units; and (iv) deferred common share units, which may be credited to the personal accounts of non-employee trustees in lieu of the payment ofcompensation paid in cash compensation or the issuance of common shares to such trustees. Limited Partner Units have been omitted from the Parent Company’s denominator for the purpose of computing diluted earnings per share since the effect of including thesethose amounts in the denominator would have no dilutive impact. Weighted average Limited Partner Units outstanding were 2.8 million, 2.5 million and 2.2 million for the years ended December 31, 2022, 2021 and 2020, 2019 and 2018 were 2.2 million, 2.1 million and 2.0 million, respectively.

These potentially dilutive securities are excluded from the computation of diluted earnings per share due to the net loss position in 2018, 2019,for the years ended December 31, 2022, 2021, and 2020.
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Segment Reporting

Our primary business is the ownership and operation of neighborhoodhigh-quality, open-air shopping centers and community shopping centers. We domixed-use assets. The Company’s chief operating decision maker (“CODM”), which is its Chief Executive Officer, reviews operating and financial information for each property on an individual basis and therefore, each property represents an individual operating segment. The CODM measures and evaluates the financial performance of our portfolio of properties using net operating income, which consists of rental income less property operating expenses and real estate taxes, and does not distinguish or group our operations on a geographical basis, or any other basis, when measuring and evaluating financial performance.basis. Accordingly, we have 1 operating segment, which also serves asaggregated our properties into one reportable segment for disclosure purposes in accordance with GAAP.GAAP, as each property has similar economic characteristics, the Company provides similar services to its tenants and the Company’s CODM evaluates the collective performance of our properties.

Income Taxes and REIT Compliance

Parent Company

The Parent Company has been organized and operated, and intends to continue to operate, in a manner that will enable it to maintain its qualification as a REIT for U.S. federal income tax purposes. As a result, it generally will not be subject to U.S. federal income tax on the earnings that it distributes to the extent it distributes its “REIT taxable income” (determined before the deduction for dividends paid and excluding net capital gains) to shareholders of the Parent Company and meets certain other requirements on a recurring basis. To the extent that it satisfies this distribution requirement, but distributes less than 100% of its taxable income, it will be subject to U.S. federal corporate income tax on its undistributed REIT taxable income. REITs are subject to a number of organizational and operational requirements. If the Parent Company fails to qualify as a REIT in any taxable year, it will be subject to U.S. federal income tax on its taxable income at regular corporate rates for a period of four years following the year in which qualification is lost. Additionally, for tax years beginning after December 31, 2022, we would possibly also be subject to certain taxes enacted by the Inflation Reduction Act of 2022 that are applicable to non-REIT corporations, including the nondeductible one percent excise tax on certain stock repurchases. We may also be subject to certain U.S. federal, state and local taxes on our income and property and to U.S. federal income and excise taxes on our undistributed taxable income even if the Parent Company does qualify as a REIT. The Operating Partnership intends to continue to make distributions to the Parent Company in amounts sufficient to assist the Parent Company in adhering to REIT requirements and maintaining its REIT status.

We have elected to treat Kite Realty Holdings, LLC as a TRS of the Operating Partnership. In addition, in connection with the Merger, we assumed RPAI’s existing TRS, IWR Protective Corporation, as a TRS of the Operating Partnership and we may elect to treat other subsidiaries as TRSs in the future. This election enables us to receive income and provide services that would otherwise be impermissible for a REIT. Deferred tax assets and liabilities are established for temporary differences between the financial reporting bases and the tax bases of assets and liabilities at the tax rates expected to be in effect when the temporary differences reverse. Deferred tax assets are reduced by a valuation allowance if it is more likely than not that some portion or all of the deferred tax asset will not be realized.

Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. The Company recognizes the effect of income tax positions only if those positions are more likely than not of being sustained. Recognized income tax positions are measured at the largest amount that is greater than 50% likely of being realized. Changes in recognition or measurement are reflected in the period in which the change in judgment occurs. The Company records interest related to unrecognized tax benefits in interest expensewithin “Interest expense” and penalties within “General, administrative and other” expenses in selling, general,the accompanying consolidated statements of operations and administrative expenses.

comprehensive income.
F-21F-20

On March 27, 2020 and December 27, 2020, the President of the United States signed and enacted into law the Coronavirus Aid, Relief, and Economic Security Act (CARES Act) and the Consolidated Appropriations Act, 2021 (CAA). Among other provisions, the CARES Act and the CAA provide relief to U.S. federal corporate taxpayers through temporary adjustments to net operating loss rules, changes to limitations on interest expense deductibility, and the acceleration of available refunds for minimum tax credit carryforwards. The CARES Act and the CAA did not have a material effect on the Company’s consolidated financial statements.

Our tax return for the year ended December 31, 20202022 has not been filed.filed as of the filing date of this Annual Report on Form 10-K of the Parent Company and the Operating Partnership. The taxability information presented for our dividends paid in 20202022 is based upon management'smanagement’s estimate. Consequently, the taxability of dividends is subject to change. A summary of the tax characterization of the dividends paid by the Parent Company for the years ended December 31, 2020, 2019,2022, 2021, and 20182020 is as follows:

202020192018
Ordinary income89.3 %29.7 %56.0 %
Return of capital0 %35.2 %44.0 %
Capital gains10.7 %35.1 %0 %
Balance, end of year100.0 %100.0 %100.0 %


202220212020
Ordinary income86.1 %0.0 %89.3 %
Return of capital0.0 %13.4 %0.0 %
Capital gains13.9 %86.6 %10.7 %
Balance, end of year100.0 %100.0 %100.0 %
Operating Partnership

The allocated share of income and loss, other than the operations of our TRS,TRSs, is included in the income tax returns of the Operating Partnership'sPartnership’s partners. Accordingly, the only U.S. federal income taxes included in the accompanying consolidated financial statements are in connection with the TRS.
TRSs.
Noncontrolling Interests 
We report the non-redeemable noncontrolling interests in subsidiaries as equity, and the amount of consolidated net income attributable to these noncontrolling interests is set forth separately in the consolidated financial statements. The following table summarizes the non-redeemable noncontrolling interests in consolidated properties for the years ended December 31, 2022, 2021, and 2020 2019, and 2018 were as follows:

(in thousands):
($ in thousands)202020192018
Noncontrolling interests balance January 1$698 $698 $698 
Net income allocable to noncontrolling interests,
  excluding redeemable noncontrolling interests		0 0 0 
Distributions to noncontrolling interests0 0 0 
Noncontrolling interests balance at December 31$698 $698 $698 
202220212020
Noncontrolling interests balance as of January 1,$5,146 $698 $698 
Noncontrolling interests acquired in the Merger— 4,463 — 
Net loss (income) allocable to noncontrolling interests, excluding
redeemable noncontrolling interests
224 (15)— 
Distributions to noncontrolling interests— — — 
Noncontrolling interests balance as of December 31,$5,370 $5,146 $698 

Noncontrolling Interests – Joint Venture

Prior to the Merger with RPAI, RPAI entered into a joint venture related to the development, ownership and operation of the multifamily rental portion of the expansion project at One Loudoun Downtown – Pads G & H. The Company owns 90% of the joint venture.

As of December 31, 2022, the Company has funded $0.9 million of the partner’s development costs related to One Loudoun Downtown – Pads G & H through a loan provided by the Company to the joint venture. The loan is secured by the joint venture project, is required to be repaid subsequent to the completion of construction and stabilization of the project and is eliminated upon consolidation. Under terms defined in the joint venture agreement, after construction completion and stabilization of the development project (as defined in the joint venture agreement), the Company has the ability to call, and the joint venture partner has the ability to put to the Company, subject to certain conditions, the joint venture partner’s interest in the joint venture at fair value. The Company expects that these conditions will be met in the second half of 2023.

The joint venture is considered a VIE primarily because the Company’s joint venture partner does not have substantive kick-out rights or substantive participating rights. The Company is considered the primary beneficiary as it has a controlling financial interest in the joint venture. As such, the Company has consolidated this joint venture and presented the joint venture partners’ interests as noncontrolling interests.
Redeemable Noncontrolling Interests – Limited Partners
Limited Partner Units are redeemable noncontrolling interests in the Operating Partnership. We classify redeemable noncontrolling interests in the Operating Partnership in the accompanying consolidated balance sheets outside of permanent equity because we may be required to pay cash to holders of Limited Partner Units upon redemption of their interests in the Operating Partnership or deliver registered shares upon their conversion. The carrying amount of the redeemable noncontrolling interests in the Operating Partnership is reflected at the greater of historical book value or redemption value with a
F-21

corresponding adjustment to additional paid-in capital. AtAs of December 31, 2020, the redemption value of the redeemable noncontrolling interests in the Operating Partnership did not exceed the historical book value,2022 and the balance was accordingly adjusted to historical book value. At December 31, 2019,2021, the redemption value of the redeemable noncontrolling interests in the Operating Partnership exceeded the historical book value, and the balance wasbalances were accordingly adjusted to redemption value.
F-22

We allocate net operating results of the Operating Partnership after noncontrolling interests in the consolidated properties based on the partners’ respective weighted average ownership interest. We adjust the redeemable noncontrolling interests in the Operating Partnership at the end of each reporting period to reflect their interests in the Operating Partnership or redemption value. This adjustment is reflected in our shareholders’ and Parent Company'sCompany’s equity. For the years ended December 31, 2020, 2019,2022, 2021, and 2018,2020, the weighted average interests of the Parent Company and the limited partners in the Operating Partnership were as follows:
Year Ended December 31, Year Ended December 31,
202020192018 202220212020
Parent Company’s weighted average interest in Operating PartnershipParent Company’s weighted average interest in Operating Partnership97.4 %97.6 %97.6 %Parent Company’s weighted average interest in Operating Partnership98.7 %97.8 %97.4 %
Limited partners' weighted average interests in Operating Partnership2.6 %2.4 %2.4 %
Limited partners’ weighted average interests in Operating PartnershipLimited partners’ weighted average interests in Operating Partnership1.3 %2.2 %2.6 %
AtAs of December 31, 2020,2022, the Parent Company'sCompany’s interest and the limited partners'partners’ redeemable noncontrolling ownership interests in the Operating Partnership were 97.1%98.7% and 2.9%1.3%. AtAs of December 31, 2019,2021, the Parent Company'sCompany’s interest and the limited partners'partners’ redeemable noncontrolling ownership interests in the Operating Partnership were 97.5%98.9% and 2.5%1.1%.
Concurrent with the Parent Company’s initial public offeringIPO and related formation transactions, certain individuals received Limited Partner Units of the Operating Partnership in exchange for their interests in certain properties. The limited partners have the right to redeem Limited Partner Units for cash or, at the Parent Company'sCompany’s election, common shares of the Parent Company in an amount equal to the market value of an equivalent number of common shares of the Parent Company at the time of redemption. Such common shares must be registered, which is not fully in the Parent Company’s control. Therefore, the limited partners’ interest is not reflected in permanent equity. The Parent Company also has the right to redeem the Limited Partner Units directly from the limited partner in exchange for either cash in the amount specified above or a number of its common shares equal to the number of Limited Partner Units being redeemed.

There were 2,532,8612,870,697 and 2,110,0372,377,777 Limited Partner Units outstanding as of December 31, 20202022 and 2019,2021, respectively. The increase in Limited Partner Units outstanding from December 31, 20192021 is due to non-cash compensation awards made to our executive officers. officers in the form of Limited Partner Units.
Redeemable Noncontrolling Interests -– Subsidiaries
Prior to ourthe merger with Inland Diversified Real Estate Trust, Inc. ("(“Inland Diversified"Diversified”) in 2014, Inland Diversified formed joint ventures with the previous owners of certain properties and issued Class B units in 3three joint ventures that indirectly own those properties. TheAs of December 31, 2021, the Class B units related to 1one of these three joint ventures remainthat owned Crossing at Killingly Commons, our multi-tenant retail property in Dayville, Connecticut, was outstanding and are accounted for as noncontrolling interests in these properties.  Thethe remaining venture. In October 2022, the remaining Class B units will becomebecame redeemable at our partner'sthe partner’s election in October 2022 based on the joint venture agreement and the fulfillment of certain redemption criteria.  Beginning in November 2022, with respect to the remaining joint venture, the Class B units can be redeemed at the election of either our partner or uscriteria for cash or Limited Partner Units in the Operating Partnership. NoneIn October 2022, we received notice from our joint venture partner of its exercise of their right to redeem the issuedremaining Class B units for cash in the amount of $9.7 million, which redemption was funded using cash on October 3, 2022. Prior to the redemption, the Class B units did not have a maturity date and none arewere not mandatorily redeemable unless either party hashad elected for the units to be redeemed. We consolidatePrior to the redemption, we consolidated this joint venture because we controlcontrolled the decision makingdecision-making and our joint venture partner hashad limited protective rights.

In 2018, certain Class B unit holders exercised their rightPrior to redeem theirthe redemption, we classified the redeemable noncontrolling interests related to the remaining Class B units for cash. We funded $10.0 million of the redemption in August 2018 and the remaining $12.0 million in November 2018.
We classify the remainder of the redeemable noncontrolling interests in a subsidiary in the accompanying consolidated balance sheets outside of permanent equity because, under certain circumstances, we may behave been required to pay cash to the Class B unitholders in specific subsidiariesthis subsidiary upon redemption of their interests. The carrying amount of these redeemable noncontrolling interests is required to be reflected at the greater of initial book value or redemption value with a corresponding adjustment to additional paid-in capital. As of December 31, 2020 and 2019,2021, the redemption amounts of these interests did not exceed their fair value nor did they exceed the initial book value.
F-22

The redeemable noncontrolling interests in the Operating Partnership and subsidiaries for the years ended December 31, 2020, 2019,2022, 2021, and 20182020 were as follows: follows (in thousands):
202220212020
Redeemable noncontrolling interests balance as of January 1,$55,173 $43,275 $52,574 
Net income (loss) allocable to redeemable noncontrolling interests258 (901)100 
Distributions declared to redeemable noncontrolling interests(2,622)(2,208)(1,533)
Payment for redemption of redeemable noncontrolling interests(10,070)— — 
Other, net including adjustments to redemption value11,228 15,007 (7,866)
Total limited partners’ interests in Operating Partnership and other
redeemable noncontrolling interests balance as of December 31,
$53,967 $55,173 $43,275 
Limited partners’ interests in Operating Partnership$53,967 $45,103 $33,205 
Other redeemable noncontrolling interests in certain subsidiaries— 10,070 10,070 
Total limited partners’ interests in Operating Partnership and other
redeemable noncontrolling interests balance as of December 31,
$53,967 $55,173 $43,275 
F-23

($ in thousands)202020192018
Redeemable noncontrolling interests balance January 1$52,574 $45,743 $72,104 
Net income allocable to redeemable noncontrolling interests100 532 116 
Distributions declared to redeemable noncontrolling interests(1,533)(3,191)(3,788)
Payment for partial redemption of redeemable noncontrolling interests0 0 (22,461)
Other, net including adjustments to redemption value(7,866)9,490 (228)
Total limited partners' interests in Operating Partnership and other redeemable noncontrolling interests balance at December 31$43,275 $52,574 $45,743 
Limited partners' interests in Operating Partnership$33,205 $42,504 $35,673 
Other redeemable noncontrolling interests in certain subsidiaries10,070 10,070 10,070 
Total limited partners' interests in Operating Partnership and other redeemable noncontrolling interests balance at December 31$43,275 $52,574 $45,743 
Effects of Accounting Pronouncements
Adoption of New Standards

Reference Rate Reform

In the first quarter ofMarch 2020, the Financial Accounting Standards BoardFASB issued ASU 2020-04, Reference Rate Reform (Topic 848). ASU 2020-04, which contains practical expedients for reference rate reform related activities that impact debt, leases, derivatives and other contracts. The guidance in ASU 2020-04 is optional and may be elected over time as reference rate reform activities occur. During the first quarter ofIn March 2020, the Company has elected to apply the hedge accounting expedients related to probability and the assessments of effectiveness for future LIBOR-indexedLondon Interbank Offered Rate (“LIBOR”)-indexed cash flows to assume that the index upon which future hedged transactions will be based matches the index on the corresponding derivatives. During the year ended December 31, 2022, the Company elected to apply additional expedients related to contract modifications, changes in critical terms, and updates to the designated hedged risks as qualifying changes have been made to the applicable debt and derivative contracts. Application of these expedients preserves the presentation of derivatives consistent with past presentation. The Company continues to evaluate the impact of the guidance and may apply other elections as applicable as additional changes in the market occur.
NOTE 3. ACQUISITIONS
RPAI Merger
On October 22, 2021, we completed a Merger with RPAI pursuant to which RPAI merged with and into Merger Sub, with the Company continuing as the surviving public company. Immediately following the closing of the Merger, Merger Sub merged with and into the Operating Partnership so that all of the assets and liabilities of the Company continue to be held at or below the Operating Partnership level. The aggregate value of the Merger consideration paid to former holders of RPAI common stock was approximately $2.8 billion, excluding the value of RPAI restricted stock units that vested at closing and certain restricted share awards assumed by the Company at closing. The total purchase price was calculated based on the closing price of the Company’s common stock on October 21, 2021, the last business day prior to the effective time of the Merger, which was $21.18 per share. At the effective time of the Merger, each share of RPAI common stock issued and outstanding immediately prior to the effective time was converted into the right to receive 0.623 newly issued Company common shares plus cash in lieu of fractional Company shares. The number of RPAI common stock outstanding as of October 21, 2021 converted to shares of the Company’s common stock was determined as follows:
RPAI common stock outstanding as of October 21, 2021214,797,869 
Exchange ratio0.623 
Company common shares issued for outstanding RPAI common stock133,814,066 
Company common shares issued for RPAI restricted stock units1,117,399 
Total Company common shares issued134,931,465 
F-23

Financial Instruments - Credit Losses
The following table presents the purchase price and total value of equity consideration paid by the Company at the close of the Merger (in thousands except share price):
On January 1, 2020, we adopted ASU 2016-13, "Financial Instruments - Credit Losses,"
Price of
Company
common shares		Equity
Consideration Given
(Company common shares issued)
Total Value
of Stock Consideration(1)
As of October 21, 2021$21.18 134,931 $2,847,369 
(1)The total value of stock consideration is the total of the common shares issued multiplied by the closing price of the Company’s common stock on October 21, 2021 excluding the value of certain RPAI restricted stock that vested at the closing of the Merger and share awards assumed by the Company at the closing of the Merger.
As a result of the Merger, the Company acquired 100 operating retail properties and five development projects under construction along with multiple parcels of entitled land for future value creation. During the years ended December 31, 2022 and 2021, the Company incurred $0.9 million and $86.5 million of merger and acquisition costs, respectively, consisting primarily of professional fees and technology costs in 2022 and fairness opinion, severance charges, and legal, professional and data migration costs in 2021, which introduced new guidance for an approach based on expected lossesare recorded within “Merger and acquisition costs” in the accompanying consolidated statements of operations and comprehensive income. In addition, the Company assumed approximately $1.8 billion of debt in connection with the Merger.
“Rental income” and “Net loss attributable to estimate credit losses on certain typescommon shareholders” in the accompanying consolidated statements of financial instruments. It also modifiedoperations and comprehensive income include revenues from the impairment model for available-for-sale debt securities and provides a simplified accounting model for purchased financial assets with credit deterioration since their origination. Instruments in scope include loans, held-to-maturity debt securities,RPAI portfolio of $94.9 million and net investments in leases as well as reinsuranceloss of $22.8 million for the period from October 22, 2021 through December 31, 2021, which includes $74.7 million of depreciation and trade receivables. In November 2018, the FASB issued ASU 2018-19, which clarifies that operating lease receivables are outside the scope of the new standard. The adoption of this standard did not have a material impact on the Company's consolidated financial statements.

Leases

In April 2020, the FASB issued a question-and-answer document focused on the application of lease accounting guidance to lease concessions providedamortization, as a result of COVID-19. Under Topic 842, Leases, the Company would have to evaluate, on a lease by lease basis, if a lease concession was the result of a new arrangement reached with the tenant or if a lease concession was under the enforceable rights and obligations within the existing lease agreement. The FASB clarified that entities may elect to not evaluate whether lease-related relief that lessors provide to mitigate the economic effects of COVID-19 is a lease modification. The Company made this election to evaluate COVID-related lease modifications on a disaggregated basis, with such election applied consistently to leases with similar characteristics and similar circumstances.

The Company entered into rent deferral agreementsMerger during the year ended December 31, 20202021.
Purchase Price Allocation
In accordance with ASC 805-10, Business Combinations, the Company accounted for the Merger as a business combination using the acquisition method of accounting. Based on the value of the common shares issued, the total fair value of the assets acquired and liabilities assumed in the Merger was $2.8 billion as of October 22, 2021, the date of the Merger.
The Company used the following valuation methodologies, inputs and assumptions to estimate the fair value of the assets acquired and liabilities assumed:
•Investment properties: The Company estimated the fair value of the buildings on an as-if-vacant basis using either a direct capitalization method or a discounted cash flow analysis. Comparable market data, real estate tax assessments and independent appraisals were used in estimating the fair value of the land acquired. These valuation methodologies are based on Level 2 and Level 3 inputs in the fair value hierarchy, such as estimates of future income growth, capitalization rates and cash flow projections at the respective properties.
•Acquired lease intangible assets: The Company estimated the fair value of its above-market and below-market in-place leases based on the present value (using a discount rate that provided for legally due rentreflects the risk associated with the leases acquired) of the difference between (i) the contractual amounts to be paid backpursuant to the in-place leases and (ii) management’s estimate of fair market lease rates for the corresponding in-place leases, measured over a periodthe remaining non-cancelable term of time, typically the leases. Any below-market renewal options are also considered in the in-place lease values. This valuation methodology is based on Level 3 inputs in the fair value hierarchy.
twelve• to eighteen months.In-place lease liabilities: The Company has deferredestimated the paymentfair value of its in-place leases using independent and internal sources, which are methods similar to those used by tenantsindependent appraisers. Factors we consider in our analysis include an estimate of $6.1 million of contractually due rental income that remains outstandingcosts to execute similar leases including tenant improvements, leasing commissions and foregone costs and rent received during the estimated lease-up period as of December 31, 2020.if the space was vacant. This valuation methodology is based on Level 3 inputs in the fair value hierarchy.

•
Mortgage and other indebtedness: The future impactCompany estimated the fair value of such modificationsthe secured and unsecured debt assumed, including related derivative instruments, using third party and independent sources for our estimates. Any difference between the fair value and stated value of the assumed debt is dependent upon the extent of lease concessions granted to tenantsrecorded as a resultdiscount or premium and amortized over the remaining term of COVID-19the loan using the interest method. This valuation methodology is based on Level 2 and Level 3 inputs in future periods and the elections made by the Company at the time of entering into such concessions. There was not a material amount of rent abatement provided to tenants as a result of COVID-19 during 2020.fair value hierarchy.
F-24

The range of the most significant Level 3 assumptions used in determining the value of the real estate and related assets acquired through the Merger with RPAI are as follows:
Range of Assumptions
Net rental rate per square foot – Anchors$4.00 to $45.00
Net rental rate per square foot – Small Shops$7.00 to $140.00
Capitalization rate5.50% to 12.00%

The following table summarizes the final purchase price allocation, including the acquisition date fair value of the tangible and intangible assets acquired and liabilities assumed (in thousands):
Purchase Price
Allocation
Investment properties$4,424,096 
Acquired lease intangible assets536,342 
Cash, accounts receivable and other assets84,632 
Total assets acquired5,045,070 
Mortgage and other indebtedness, net(1,848,476)
Accounts payable, other liabilities, tenant security deposits and prepaid rent(176,391)
In-place lease liabilities(168,371)
Noncontrolling interests(4,463)
Total liabilities assumed(2,197,701)
Total purchase price$2,847,369 
The following table details the weighted average amortization periods, in years, of the purchase price allocated to real estate and related intangible assets and liabilities acquired arising from the Merger:
Weighted Average
Amortization Period
(in years)
Land10.2
Building18.8
Tenant improvements6.7
In-place lease intangibles5.5
Above-market leases5.7
Below-market leases (including below-market option periods)20.5
Fair market value of debt adjustments6.8
Pro Forma Financial Information (unaudited)
The pro forma financial information set forth below is based upon the Company’s historical consolidated statements of operations for the years ended December 31, 2021 and 2020, adjusted to give effect for the properties assumed through the Merger as if they were acquired as of January 1, 2020. The pro forma financial information is presented for informational purposes only and may not be indicative of what actual results of income would have been, nor does it purport to represent the results of income for future periods (in thousands, except per share data).
Year Ended December 31,
20212020
Rental income$740,954 $683,093 
Net income (loss)$21,283 $(109,775)
Net income (loss) attributable to common shareholders$20,535 $(107,341)
Net income (loss) attributable to common shareholders per common share:
Basic(1)
$0.09 $(0.49)
Diluted(1)
$0.09 $(0.49)
F-25

(1)The pro forma earnings for the year ended December 31, 2021 were adjusted to exclude $86.5 million of merger costs incurred while the pro forma earnings for the year ended December 31, 2020 were adjusted to include these costs.
Supplemental Schedule of Non-Cash Investing and Financing Activities Related to the Merger
The following table summarizes the Merger-related non-cash investing and financing activities for the year ended December 31, 2021 (in thousands):
Year Ended December 31, 2021
Investment properties$4,439,387 
Acquired lease intangible assets$524,058 
Mortgage and other indebtedness, net$(1,848,476)
In-place lease liabilities$(171,378)
Noncontrolling interests$(4,463)
Other assets and liabilities, net(1)
$(106,751)
Company common shares issued in exchange for RPAI common stock$(2,847,369)
(1)Includes lease liabilities arising from obtaining right-of-use assets of $41,086, which was determined using an estimate of our incremental borrowing rate that was specific to each lease based upon the term and underlying asset with a weighted average incremental borrowing rate of 5.4%.
Asset Acquisitions
The Company closed on the following asset acquisitions during the years ended December 31, 2022, 2021 and 2020 (dollars in thousands):
DateProperty NameMetropolitan
Statistical Area (MSA)		Property TypeSquare
Footage		Acquisition
Price
February 16, 2022Pebble MarketplaceLas VegasMulti-tenant retail85,796 $44,100 
April 13, 2022MacArthur CrossingDallasTwo-tenant building56,077 21,920 
July 15, 2022Palms PlazaMiamiMulti-tenant retail68,976 35,750 
210,849 $101,770 
December 22, 2021Nora Plaza ShopsIndianapolis, INMulti-tenant
retail outparcel		23,722 $13,500 
December 28, 2020Eastgate CrossingDurham-Chapel Hill, NCMulti-tenant retail156,275 $65,479 
The above acquisitions were funded using a combination of available cash on hand and proceeds from the Company’s unsecured revolving line of credit. The fair value of the real estate and other assets acquired were primarily determined using the income approach, which required us to make assumptions about market leasing rates, tenant-related costs, discount rates, and disposal rates. The estimates of fair value primarily relied upon Level 2 and Level 3 inputs, as previously defined.
F-26

The following table summarizes the fair value of assets acquired and liabilities assumed for the asset acquisitions completed during the years ended December 31, 2022, 2021 and 2020 (in thousands):
Year Ended December 31,
202220212020
Investment properties, net$99,096 $13,488 $63,570 
Lease-related intangible assets, net(1)
5,223 304 2,254 
Other assets11 — — 
Total acquired assets104,330 13,792 65,824 
Mortgage payable— 3,578 — 
Accounts payable and accrued expenses1,140 100 280 
Deferred revenue and other liabilities2,855 189 246 
Total assumed liabilities3,995 3,867 526 
Fair value of net assets acquired$100,335 $9,925 $65,298 
(1)The weighted average remaining life of leases at the acquired properties is approximately 6.7 years, 5.3 years and 3.2 years for asset acquisitions completed during the years ended December 31, 2022, 2021 and 2020, respectively.
The range of the most significant Level 3 assumptions used in determining the value of the real estate and related assets acquired through asset acquisitions are as follows:
202220212020
Net rental rate per square foot – Anchors$20.50 to $40.00N/A to N/A$22.50 to $27.50
Net rental rate per square foot – Small Shops$24.00 to $65.00$31.50 to $45.00$15.00 to $65.00
Discount rate5.75% to 7.25%9.0%9.0%
The results of operations for each of the properties acquired through asset acquisitions during the years ended December 31, 2022, 2021 and 2020 have been included in operations since their respective dates of acquisition.
NOTE 4. DISPOSITIONS
The Company closed on the following dispositions during the years ended December 31, 2022, 2021 and 2020 (dollars in thousands):
DateProperty NameMSAProperty TypeSquare
Footage		Sales PriceGain (Loss)
January 26, 2022Hamilton Crossing CentreIndianapolisRedevelopment— $6,900 $3,168 
June 16, 2022Plaza Del LagoChicago
Multi-tenant retail(1)
100,016 58,650 23,958 
October 27, 2022Lincoln Plaza – Lowe’sWorcester, MA
Ground lease interest(2)
— 10,000 (57)
100,016 $75,550 $27,069 
October 26, 2021Westside MarketDallas/Ft. WorthMulti-tenant retail93,377 $24,775 $4,323 
July 30, 2020Courthouse ShadowsNaples, FLRedevelopment— $14,000 $3,057 
(1)Plaza Del Lago also contains 8,800 square feet of residential space comprised of 18 multifamily rental units.
(2)The Company sold the ground lease interest in one tenant at an existing multi-tenant operating retail property. The total number of properties in our portfolio was not affected by this transaction.
During the year ended December 31, 2021, the Company also sold 17 ground leases for gross proceeds of $42.0 million and a net gain on sale of $27.6 million. A portion of the proceeds was used to pay down our unsecured revolving line of credit.
There were no discontinued operations for the years ended December 31, 2022, 2021 and 2020 as none of the dispositions represented a strategic shift that has had, or will have, a material effect on our operations or financial results.
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Note 3. Share-Based CompensationNOTE 5. SHARE-BASED COMPENSATION
Overview
Overview
The Company'sDuring the year ended December 31, 2022, the Board of Trustees adopted an amendment and restatement of the Kite Realty Group Trust 2013 Equity Incentive Plan, (the "Plan"), as amended and restatedwhich became effective as of February 28, 2019,shareholder approval on May 11, 2022 (the “Equity Plan”). The Equity Plan authorizes the issuance of share options, to acquire commonshare appreciation rights, restricted shares and units, long-term incentive plan units (“LTIP units”), “appreciation only” LTIP units (“AO LTIP units”), performance awards and other share-based compensation awards to be granted to employees and trustees for up to an additional 3,000,000 common share equivalents of the Company. The Company accounts for its share-based compensation in accordance with the fair value recognition provisions provided under Topic 718—“in ASC 718, Stock Compensation” inCompensation.
During the Accounting Standards Codification. 
The totalyears ended December 31, 2022, 2021, and 2020, the Company recognized $10.3 million, $7.2 million, and $5.6 million of share-based compensation expense, net of amounts capitalized, respectively, which is included within “General, administrative and other” expenses in generalthe accompanying consolidated statements of operations and administrative expenses forcomprehensive income. During the years ended December 31, 2022, 2021, and 2020, 2019, and 2018 was $5.6the Company capitalized $1.3 million, $5.3$1.0 million, and $4.9$1.2 million respectively.  For the years ended December 31, 2020, 2019, and 2018, totalof share-based compensation cost capitalized for development activities, was $1.2 million, $1.1 million, and $1.7 million, respectively. The Company recognizes forfeitures as they occur.
As of December 31, 2020,2022, there were 1,604,9306,372,430 shares and units available for grant under the Equity Plan.
Share Options
Pursuant to the Equity Plan, the Company may periodically grant options to purchase common shares at an exercise price equal to the grant date fair value of the Company'sCompany’s common shares. Granted optionsOptions granted typically vest over a five yearfive-year period and expire 10 years from the grant date. The Company issues new common shares upon the exercise of options.

A summary ofThe following table summarizes the option activity underfor the Plan as ofyear ended December 31, 2020,2022 (dollars in thousands except share and changes during the year then ended, is presented below: per share data):
($ in thousands, except share and per share data)Aggregate Intrinsic ValueWeighted-Average Remaining
Contractual Term (in years)		OptionsWeighted-Average
Exercise Price
Outstanding at January 1, 202024,067 $20.25 
Granted0 0 
Exercised(2,500)16.60 
Expired0 0 
Forfeited0 0 
Outstanding at December 31, 2020$0 0.2521,567 $20.67 
Exercisable at December 31, 2020$0 0.2521,567 $20.67 
Exercisable at December 31, 201924,067 $20.25 
OptionsWeighted Average
Exercise Price		Aggregate
Intrinsic Value		Weighted Average Remaining
Contractual Term (in years)
Outstanding as of January 1, 20221,250 $20.20 
Exercised(1,250)20.20 
Outstanding as of December 31, 2022— $— $— 0.00
Exercisable as of December 31, 2022— $— $— 0.00
Exercisable as of December 31, 20211,250 $20.20 
There were 0no options granted in 2020, 2019during the years ended December 31, 2022, 2021 or 2018. 
2020.
The aggregate intrinsic value of the 2,500, 33,3751,250, 1,250 and 3,1252,500 options exercised during the years ended December 31, 2022, 2021, and 2020 2019,was $3,300, $6,550 and 2018 was $2,000, $86,000 and $23,000, respectively.
Restricted Shares

Restricted Shares
In addition to share option grants, theThe Equity Plan also authorizes the grant of share-based compensation awards in the form of restricted common shares.  Under the terms of the Plan, these restricted shares, which are considered to be outstanding shares from the date of grant and typically vest over a period ranging from three to five years. The Company pays dividends on restricted shares and such dividends are charged directly to shareholders’ equity.
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The following table summarizes allthe restricted share activity to employees and non-employee members of the Board of Trustees as offor the year ended December 31, 2020 and changes during the year then ended:  2022:
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Number of Restricted
Shares		Weighted Average
Grant Date Fair
Value per share		 Number of
Restricted Shares		Weighted Average
Grant Date Fair
Value per share
Restricted shares outstanding at January 1, 2020321,006 $17.19 
Restricted shares outstanding as of January 1, 2022Restricted shares outstanding as of January 1, 2022323,232 $18.27 
Shares grantedShares granted211,476 13.21 Shares granted206,855 21.15 
Shares forfeitedShares forfeited(16,527)17.46 Shares forfeited(17,674)21.07 
Shares vestedShares vested(194,364)17.42 Shares vested(211,580)18.38 
Restricted shares outstanding at December 31, 2020321,591 $14.42 
Restricted shares outstanding as of December 31, 2022Restricted shares outstanding as of December 31, 2022300,833 $19.98 

The following table summarizes the restricted share grants and vestings during the years ended December 31, 2022, 2021, and 2020 2019,(dollars in thousands, except share and 2018:  
per share data)
:
($ in thousands, except share and per share data)Number of Restricted Shares GrantedWeighted Average
Grant Date Fair
Value per share		Fair Value of Restricted Shares Vested
2020211,476 $13.21 $2,727 
2019154,440 15.84 2,270 
2018202,043 15.35 2,038 
Number of
Restricted Shares Granted		Weighted Average
Grant Date Fair
Value per Share		Fair Value of
Restricted Shares Vested
2022206,855 $21.15 $4,459 
2021194,411 $19.85 $3,763 
2020211,476 $13.21 $2,727 
As of December 31, 2020,2022, there was $3.0$3.4 million of total unrecognized compensation costexpense related to restricted shares, granted under the Plan, which is expected to be recognized in the consolidated statements of operations over a weighted-averageweighted average period of 0.910.97 years. We expect to incur $1.8$2.1 million of this expense in 2021,2023, $1.1 million in 2022,2024, and the remainder in 2023.  
Performance Awards

In 2016, the Compensation Committee established overall target values for incentive compensation for each executive officer, with 40% of the target value being granted in the form of time-based awards and the remaining 60% being granted in the form of performance awards.

In 2018, the Compensation Committee awarded each of the named executive officers a three-year performance award in the form of PSUs. The PSUs may be earned over a three-year performance period from January 1, 2018 to December 31, 2020. The performance criteria will be based 60% on the relative TSR achieved by the Company measured against a peer group over the three-year measurement period and 40% on the achievement of a defined funds available for distribution ("FAD"). The total number of PSUs issued to the executive officers was based upon a target value of $2.4 million, but may be earned in a range of 0% to 200% of the target. Additionally, any PSUs earned based on the achievement of the pre-established FAD goals will be subject to adjustment (either up or down 25%) based on the Company's absolute TSR over the three-year measurement period. Approximately 172,000 PSU's were earned based upon the Company's performance on the relative TSR measurement.

The PSUs were valued at an aggregate value of $2.2 million utilizing a Monte Carlo simulation.  There is no remaining unrecognized compensation cost related to the 2018 performance awards.

2025.
Restricted Units

Time-based restricted unit awards were madegranted on a discretionary basis to the Company’s named executive officers in 2018, 2019,2022, 2021 and 2020 based on a review of eachthe prior year'syear’s performance.

The following table summarizes the activity for time-basedthe restricted unit awards for the year ended December 31, 2020:  2022:
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Number of Restricted
Units		Weighted Average
Grant Date Fair
Value per unit		 Number of
Restricted Units		Weighted Average
Grant Date Fair
Value per unit
Restricted units outstanding at January 1, 2020164,016 $15.65 
Restricted units outstanding as of January 1, 2022Restricted units outstanding as of January 1, 2022414,441 $13.24 
Restricted units grantedRestricted units granted431,913 13.10 Restricted units granted138,505 17.07 
Restricted units vestedRestricted units vested(104,733)16.07 Restricted units vested(145,808)13.60 
Restricted units outstanding at December 31, 2020491,196 $13.32 
Restricted units outstanding at December 31, 2022Restricted units outstanding at December 31, 2022407,138 $14.41 

The following table summarizes the time-based restricted unit grants and vestings during the years ended December 31, 2022, 2021, and 2020 2019,(dollars in thousands, except unit and 2018:  
per unit data)
:
($ in thousands, except unit and per unit data)Number of Restricted Units GrantedWeighted Average
Grant Date Fair
Value per Unit		Fair Value of Restricted Units Vested
2020431,913 $13.10 $1,784 
201984,987 14.11 749 
201892,019 13.16 1,924 

Number of
Restricted Units Granted		Weighted Average
Grant Date Fair
Value per Unit		Fair Value of
Restricted Units Vested
2022138,505 $17.07 $3,173 
202172,689 $14.26 $2,956 
2020431,913 $13.10 $1,784 
As of December 31, 2020,2022, there was $5.4$4.5 million of total unrecognized compensation costexpense related to restricted units, granted under the Plan, which is expected to be recognized in the consolidated statements of operations over a weighted-averageweighted average period of 2.151.4 years. We expect to incur $1.7$2.0 million of this expense in 2021, $1.4 million in 2022, $0.8 million in 2023, $0.8$1.6 million in 2024, and the remainder in 2025.
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AO LTIP Units - 2019 Awards

During 2019,the years ended December 31, 2020 and 2021, in connection with its annual review of executive compensation and as described in the table below, the Compensation Committee of the Company's Board of Trustees approved an aggregate grant of AO LTIP Units (the “2019 awards”) to the Company’s executive officers under the Equity Plan.
 Number of
AO LTIP Units		Participation Threshold
per AO LTIP Unit
ExecutiveExecutive Number of AO LTIP UnitsParticipation Threshold per AO LTIP UnitExecutive2020 Awards2021 Awards2020 Awards2021 Awards
John A. KiteJohn A. Kite 1,490,683 $15.79 John A. Kite 1,729,729 477,612 $17.76 $16.69 
Thomas A. McGowan 372,671 $15.79 
Thomas K. McGowanThomas K. McGowan 405,405 149,254 $17.76 $16.69 
Heath R. FearHeath R. Fear 253,416 $15.79 Heath R. Fear 275,675 119,403 $17.76 $16.69 
The Company entered into an award agreementagreements with each executive officer with respect to his awards, which provide terms of vesting, conversion, distribution, and other terms. AO LTIP Units are designed to have economics similar to stock options and allow the recipient, subject to vesting requirements, to realize value above a threshold level set as of the grant date of the award (the “Participation Threshold”). The value of vested AO LTIP Units is realized through conversion into a number of vested LTIPLong-Term Incentive Plan (“LTIP”) Units in the Operating Partnership determined on the basis of how much the value of a common share of the Company has increased over the Participation Threshold.

The AO LTIP Units are only exercisable and convertible into vested LTIP Units of the Operating Partnership to the extent that they become vested AO LTIP Units. The awards of AO LTIP Units are subject to both time-based and stock price performance-based vesting requirements. Subject to the terms of the award agreement,agreements, the AO LTIP Units shall vest and become fully exercisable as of the date that both of the following requirements have been met: (i) the grantee remains in continuous service from the grant date through the third anniversary of the grant date; and (ii) at any time during the five-year period beginning in the second year and ending at the end of the fifth year following the grant date for the 2020 and 2021 awards, the reported closing price per common share of the Company appreciates at least 20%15% for the 2020 and 2021 awards over the applicable Participation Threshold per AO LTIP Unit (as set forth in the table above) for a minimum of 20 consecutive trading days. Any AO LTIP Units that do not become vested will be forfeited and become null and void as of the fifth anniversary of the grant date, but AO LTIP Units may also be forfeited earlier in connection with a corporate transaction or with the holder’s termination of service.

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The AO LTIP Units were valued using a Monte Carlo simulation and the resulting compensation expense of is being amortized over five years for the 2020 awards and three years. Weyears for the 2021 awards. Compensation expense for the awards granted in 2020 totaled $3.6 million, of which we recognized $1.1$0.6 million, $0.7 million and $0.7 million of compensation expense in 2020. We expect to incur $1.1 million of this expense in2020, 2021 and $1.1 million in 2022.

AO LTIP Units - 2020 Awards

During 2020, in connection with its annual review of executive compensation2022, respectively, and as described in the table below, the Compensation Committee of the Company's Board of Trustees approved an aggregate grant of AO LTIP Units (the “2020 awards”) to the Company’s executive officers under the Plan. 
Executive Number of AO LTIP UnitsParticipation Threshold per AO LTIP Unit
John A. Kite 1,729,729 $17.76 
Thomas A. McGowan 405,405 $17.76 
Heath R. Fear 275,675 $17.76 
    The Company entered into an award agreement with each executive officer with respect to his awards, which provide terms of vesting, conversion, distribution, and other terms. AO LTIP Units are designed to have economics similar to stock options and allow the recipient, subject to vesting requirements, to realize value above a threshold level set as of the grant date of the award (the “Participation Threshold”).  The value of vested AO LTIP Units is realized through conversion into a number of vested LTIP Units in the Operating Partnership determined on the basis of how much the value of a common share of the Company has increased over the Participation Threshold. 

    The AO LTIP Units are only exercisable and convertible into vested LTIP Units of the Operating Partnership to the extent that they become vested AO LTIP Units.  The awards of AO LTIP Units are subject to both time-based and stock price performance-based vesting requirements.  Subject to the terms of the award agreement, the AO LTIP Units shall vest and become fully exercisable as of the date that both of the following requirements have been met:  (i) the grantee remains in continuous service from the grant date through the third anniversary of the grant date; and (ii) at any time during the period beginning in the second year and ending at the end of the fifth year following the grant date, the reported closing price per common share of the Company appreciates at least 15% over the applicable Participation Threshold per AO LTIP Unit (as set forth in the table above) for a minimum of 20 consecutive trading days.  Any AO LTIP Units that do not become vested will be forfeited and become null and void as of the fifth anniversary of the grant date, but AO LTIP Units may also be forfeited earlier in connection with a corporate transaction or with the holder’s termination of service.

    The AO LTIP Units were valued using a Monte Carlo simulation, and the resulting total compensation expense of $3.6 million is being amortized over five years. We recognized $0.6 million of compensation expense in 2020. We expect to annually incur $0.7 million of this expense in 2021 through2023 and 2024 and the remainder in 2025. Compensation expense for the awards granted in 2021 totaled $3.0 million, of which we recognized $0.9 million and $1.0 million of compensation expense in 2021 and 2022, respectively, and expect to incur $1.0 million of this expense in 2023 and the remainder in 2024.
Special Long-Term Equity Award
In January 2022, the Compensation Committee of the Company’s Board of Trustees granted 363,883 LTIP Units to the Company’s named executive officers as a special long-term equity award related to the Merger, which are subject to both performance and service conditions. The LTIP Units granted are subject to an approximate three-year performance and service period, from October 23, 2021 through December 31, 2024, and the performance components are as follows: (i) cumulative annualized net operating income for executed new leases from October 1, 2021 to December 31, 2024, which will be weighted at 60%; (ii) post-Merger cash general and administrative expense synergies achieved as of the end of the performance period, which will be weighted at 20%; and (iii) same property net operating income margin improvement over the performance period, which will be weighted at 20%. Overall performance is further subject to an absolute total shareholder return modifier that has the ability to increase (or decrease) the total number of LTIP Units eligible to vest by 25% (not to exceed the maximum number of LTIP Units). Distributions will accrue during the performance period and will be paid only on LTIP Units that vest at the conclusion of the performance period, and any accrued distributions on vested LTIP Units will be settled in cash at such time.
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NOTE 6. DEFERRED COSTS AND INTANGIBLES, NET
Note 4. Deferred Costs and Intangibles, net
Deferred costs consist primarily of acquired lease intangible assets, broker fees and capitalized salaries and related benefitsinternal commissions incurred in connection with lease originations. Deferred leasing costs, lease intangibles and similar costs are amortized on a straight-line basis over the terms of the related leases. AtAs of December 31, 20202022 and 2019,2021, deferred costs consisted of the following: following (in thousands):
($ in thousands)20202019
December 31,
20222021
Acquired lease intangible assetsAcquired lease intangible assets$55,352 $60,862 Acquired lease intangible assets$522,152 $567,149 
Deferred leasing costs and otherDeferred leasing costs and other57,481 62,109 Deferred leasing costs and other66,842 55,817 
112,833 122,971  588,994 622,966 
Less—accumulated amortization(49,662)(49,814)
Less: accumulated amortizationLess: accumulated amortization(179,166)(81,448)
TotalTotal$63,171 $73,157 Total$409,828 $541,518 

The estimated net amounts of amortization from acquired lease intangible assets for each of the next five years and thereafter are as follows:follows (in thousands):
Amortization of
above-market leases		Amortization of
acquired lease intangible assets		Total
2023$11,823 $92,095 $103,918 
20249,583 63,858 73,441 
20257,339 43,346 50,685 
20265,368 29,834 35,202 
20274,030 20,156 24,186 
Thereafter5,792 60,823 66,615 
Total$43,935 $310,112 $354,047 
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($ in thousands)Amortization of above market leasesAmortization of acquired lease intangible assetsTotal
2021$978 $4,409 $5,387 
2022728 3,590 4,318 
2023676 2,721 3,397 
2024529 2,136 2,665 
2025506 1,756 2,262 
Thereafter1,105 10,487 11,592 
Total$4,522 $25,099 $29,621 
Amortization of deferred leasing costs, leasinglease intangibles and other is included in depreciationwithin “Depreciation and amortization expenseamortization” in the accompanying consolidated statements of operations.operations and comprehensive income. The amortization of above marketabove-market lease intangibles is included as a reduction to revenue.“Rental income” in the accompanying consolidated statements of operations and comprehensive income. The amounts of such amortization included in the accompanying consolidated statements of operations and comprehensive income are as follows:follows (in thousands):
($ in thousands)For the year ended December 31,
 202020192018
Amortization of deferred leasing costs, lease intangibles and other$13,916 $14,239 $18,648 
Amortization of above market lease intangibles999 1,200 2,553 
Year Ended December 31,
202220212020
Amortization of deferred leasing costs, lease intangibles and other$150,245 $45,423 $13,916 
Amortization of above-market lease intangibles$13,562 $3,483 $999 
NOTE 7. DEFERRED REVENUE, INTANGIBLES, NET AND OTHER LIABILITIES
Note 5. Deferred Revenue, Intangibles, Net and Other Liabilities
Deferred revenue and other liabilities consist of (i) the unamortized fair value of below marketbelow-market lease liabilities recorded in connection with purchase accounting, (ii) retainage payables for development and redevelopment projects, (iii) tenant rent payments received in advance of the month in which they are due, and (iv) lease liabilities recorded upon adoption of ASU 2016-02.2016-02, Leases (Topic 842). The amortization of below marketbelow-market lease liabilities is recognized as revenue over the remaining life of the leases (including option periods for leases with below marketbelow-market renewal options) through 2046.2085. Tenant rent payments received in advance are recognized as revenue in the period to which they apply, which is typically the month following their receipt.
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AtAs of December 31, 20202022 and 2019,2021, deferred revenue, intangibles, net and other liabilities consisted of the following:following (in thousands):
($ in thousands)20202019
December 31,
20222021
Unamortized in-place lease liabilitiesUnamortized in-place lease liabilities$45,479 $50,072 Unamortized in-place lease liabilities$188,815 $210,261 
Retainages payable and otherRetainages payable and other1,943 2,254 Retainages payable and other12,110 10,796 
Tenant rents received in advanceTenant rents received in advance11,716 10,839 Tenant rents received in advance29,947 30,125 
Lease liabilitiesLease liabilities26,511 27,015 Lease liabilities67,167 70,237 
TotalTotal$85,649 $90,180 Total$298,039 $321,419 
The amortization of below marketbelow-market lease intangibles is included as a component of minimum rent“Rental income” in the accompanying consolidated statements was $4.8of operations and comprehensive income and totaled $18.4 million, $5.0$6.1 million and $8.9$4.8 million for the years ended December 31, 2020, 20192022, 2021 and 2018,2020, respectively.

The estimated net amounts of amortization of in-place lease liabilities and the increasing effect on minimum rent for each of the next five years and thereafter is as follows:  
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follows
(in thousands)
($ in thousands)
2021$2,523 
20222,341 
20232,287 
20242,290 
20252,274 
Thereafter33,764 
Total$45,479 

:
Note 6. Disposals of Operating Properties and Impairment Charges

There were 0 operating properties sold during the year ended December 31, 2020. The Company sold 1 redevelopment property during the year ended December 31, 2020 for gross proceeds of $14.0 million and a net gain of $3.1 million.

During the year ended December 31, 2019, we sold 23 operating properties for aggregate gross proceeds of $543.8 million as part of a program designed to improve the Company's portfolio quality, reduce its leverage, and focus operations on markets where the Company believes it can gain scale and generate attractive risk-adjusted returns.

The following summarizes our 2019 operating property dispositions:
Property NameMSADisposition Date
Whitehall PikeBloomington, INMarch 2019
Beechwood PromenadeAthens, GAApril 2019
Village at Bay ParkGreen Bay, WIMay 2019
Lakewood PromenadeJacksonville, FLMay 2019
Palm Coast LandingPalm Coast, FLMay 2019
Lowe's - Perimeter WoodsCharlotte, NCMay 2019
Cannery CornerLas Vegas, NVJune 2019
Temple TerraceTampa, FLJune 2019
University Town CenterOklahoma City, OKJune 2019
Gainesville PlazaGainesville, FLJuly 2019
Bolton PlazaJacksonville, FLJuly 2019
Eastgate PlazaLas Vegas, NVJuly 2019
Burnt StorePunta Gorda, FLJuly 2019
Landstown CommonsVirginia Beach, VAAugust 2019
Lima MarketplaceFort Wayne, INSeptember 2019
Hitchcock PlazaAiken, SCSeptember 2019
Merrimack Village CenterManchester, NHSeptember 2019
Publix at AcworthAtlanta, GAOctober 2019
The Centre at PanolaAtlanta, GAOctober 2019
Beacon HillCrown Point, INOctober 2019
Bell Oaks CentreEvansville, INNovember 2019
South Elgin CommonsChicago, ILDecember 2019
Boulevard CrossingKokomo, INDecember 2019

The Company recorded a net gain of $39.0 million as a result of the 2019 disposal activity.

During 2019, in connection with the preparation and review of the financial statements for the applicable periods, we evaluated a total of 7 operating properties for impairment and recorded a cumulative $37.7 million impairment charge due
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to changes in facts and circumstances underlying the Company's expected future hold period of these properties. A shortening of the expected future hold period is considered an impairment indicator under applicable accounting rules, and this indicator caused us to further evaluate the carrying value of these properties. We concluded the estimated undiscounted cash flows over the expected holding period did not exceed the carrying value of these assets given the new holding period, leading to the charge. We estimated the fair value using the market approach by utilizing recent sales offers without adjustment. We compared the estimate aggregate fair value of $176 million to the carrying values, which resulted in the recording of the non-cash impairment charge of $37.7 million for the year ended December 31, 2019.

During the year ended December 31, 2018, we sold 6 operating properties for aggregate gross proceeds of $122.2 million. The following summarizes our 2018 operating property dispositions:
Property NameMSADisposition Date
Trussville PromenadeBirmingham, ALFebruary 2018
Memorial CommonsGoldsboro, NCMarch 2018
Lake Lofts at DeerwoodJacksonville, FLNovember 2018
Hamilton CrossingKnoxville, TNNovember 2018
Fox Lake CrossingChicago, ILDecember 2018
Lowe's PlazaLas Vegas, NVDecember 2018

In addition, we entered into a joint venture with TH Real Estate by selling an 80% interest in 3 operating assets for an agreed upon value of $99.8 million. The properties sold to the joint venture were the following:

Property NameMSADisposition Date
Livingston Shopping CenterNew York/Northern New JerseyJune 2018
Plaza VolenteAustin, TXJune 2018
Tamiami CrossingNaples, FLJune 2018

The Company recorded a net gain of $3.4 million as a result of the 2018 disposal activity.

During 2018, in connection with the preparation and review of the financial statements for the applicable periods, we evaluated a total of 7 operating properties and land previously held for development for impairment and recorded a cumulative $70.4 million impairment charge due to changes in facts and circumstances underlying the Company's expected future hold period of these properties and decision to not move forward with development of the land. A shortening of an expected future hold period is considered an impairment indicator under applicable accounting rules, and this indicator caused us to further evaluate the carrying value of these properties. We concluded the estimated undiscounted cash flows over the expected holding period did not exceed the carrying value of these assets given the new holding period, leading to the charge. We estimated the fair value using the market approach by utilizing recent sales offers without adjustment. We compared the estimated aggregate fair value of $130.2 million to the carrying values, which resulted in the recording of the non-cash impairment charges totaling $70.4 million for the year ended December 31, 2018.

The results of all the operating properties sold in 2020, 2019, and 2018 are not included in discontinued operations in the accompanying statements of operations as none of the operating properties individually, nor in the aggregate, represent a strategic shift that has had or will have a material effect on our operations or financial results.

2023$17,582 
202415,828 
202514,158 
202613,210 
202711,219 
Thereafter116,818 
Total$188,815 
NOTE 8. MORTGAGE AND OTHER INDEBTEDNESS
Note 7. Mortgage and Other Indebtedness
Mortgage and otherThe following table summarizes the Company’s indebtedness consisted of the following as of December 31, 20202022 and 2019: 2021 (in thousands):
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December 31,
20222021
Mortgages payable$233,621 $392,590 
Senior unsecured notes1,924,635 1,924,635 
Unsecured term loans820,000 720,000 
Unsecured revolving line of credit— 55,000 
2,978,256 3,092,225 
Unamortized discounts and premiums, net44,362 69,425 
Unamortized debt issuance costs, net(12,319)(10,842)
Total mortgage and other indebtedness, net$3,010,299 $3,150,808 
Consolidated indebtedness, including weighted average interest rates and weighted average maturities as of December 31, 2022, considering the impact of interest rate swaps, is summarized below
($ in thousands)As of December 31, 2020
PrincipalUnamortized Net PremiumsUnamortized Debt Issuance CostsTotal
Senior unsecured notes—fixed rate
Maturing at various dates from September 2023 through September 2027; interest rates ranging from 4.00% to 4.57% at December 31, 2020$550,000 $0 $(3,595)$546,405 
Unsecured revolving credit facility    
Matures April 20221; borrowing level up to $523.2 million available at December 31, 2020; interest at LIBOR + 1.15% or 1.29% at December 31, 2020
25,000 0 (1,672)23,328 
Unsecured term loan    
Matures October 2025; interest at LIBOR + 2.00% or 2.14% at December 31, 2020250,000 0 (1,647)248,353 
Mortgage notes payable—fixed rate    
Generally due in monthly installments of principal and interest; maturing at various dates from April 2022 through June 2030; interest rates ranging from 3.78% to 5.73% at December 31, 2020295,966 1,732 (25)297,673 
Mortgage note payable—variable rate    
Due in monthly installments of principal and interest; maturing in February 2022; interest at LIBOR + 1.60% or 1.74% at December 31, 202055,110 0 (75)55,035 
Total mortgage and other indebtedness$1,176,076 $1,732 $(7,014)$1,170,794 
(dollars in thousands):
Amount
Outstanding		RatioWeighted Average
Interest Rate		Weighted
Average Years to Maturity
Fixed rate debt(1)
$2,794,963 94 %3.96 %4.3
Variable rate debt(2)
183,293 6 %8.08 %3.2
Debt discounts, premiums and issuance costs, net32,043 N/AN/AN/A
Total$3,010,299 100 %4.21 %4.2

(1)Fixed rate debt includes the portion of variable rate debt that has been hedged by interest rate swaps. As of December 31, 2022, $820.0 million in variable rate debt is hedged to a fixed rate for a weighted average of 2.7 years.

(2)
($ in thousands)As of December 31, 2019
PrincipalUnamortized Net PremiumsUnamortized Debt Issuance CostsTotal
Senior Unsecured Notes—Fixed Rate
Maturing at various dates from September 2023 through September 2027; interest rates ranging from 4.00% to 4.57% at December 31, 2019$550,000 $0 $(4,231)$545,769 
Unsecured Revolving Credit Facility    
Matures April 20221; borrowing level up to $583.4 million available at December 31, 2019; interest at LIBOR +1.15%2 or 2.91% at December 31, 2019
0 0 (2,625)(2,625)
Unsecured Term Loans    
Matures October 2025; interest at LIBOR + 2.00% or 3.76% at December 31, 2019250,000 0 (1,859)248,141 
Mortgage Notes Payable—Fixed Rate    
Generally due in monthly installments of principal and interest; maturing at various dates from April 2022 through June 2030; interest rates ranging from 3.78% to 5.73% at December 31, 2019297,472 2,176 (40)299,608 
Mortgage Notes Payable—Variable Rate    
Due in monthly installments of principal and interest; maturing in February 2022; interest at LIBOR + 1.60%, or 3.36% at December 31, 201955,830 0 (143)55,687 
Total mortgage and other indebtedness$1,153,302 $2,176 $(8,898)$1,146,580 

Variable rate debt includes the portion of fixed rate debt that has been hedged by interest rate swaps. As of December 31, 2022, $155.0 million in fixed rate debt is hedged to a floating rate for a weighted average of 2.7 years.
____________________
1The Company can extend the maturity date for 2 additional periods of six months each, subject to certain conditions.
2The 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.
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Mortgages Payable
The one month LIBORfollowing table summarizes the Company’s mortgages payable (dollars in thousands):
December 31, 2022December 31, 2021
BalanceWeighted Average
Interest Rate		Weighted Average Years
to Maturity		BalanceWeighted Average
Interest Rate		Weighted Average Years
to Maturity
Fixed rate mortgages payable(1)
$205,328 3.98 %1.4$363,577 4.13 %1.7
Variable rate mortgage payable(2)
28,293 5.96 %0.629,013 1.70 %0.1
Total mortgages payable$233,621 $392,590 
(1)The fixed rate mortgages had interest rate was 0.14% and 1.76%rates ranging from 3.75% to 5.73% as of December 31, 20202022 and 2019, respectively. 2021.
(2)On April 1, 2022, the interest rate on the variable rate mortgage switched to Bloomberg Short Term Bank Yield Index (“BSBY”) plus 160 basis points from LIBOR plus 160 basis points. The one-month BSBY rate was 4.36% as of December 31, 2022. The one-month LIBOR rate was 0.10% as of December 31, 2021.
Debt Issuance CostsMortgages payable are secured by certain real estate and, in some cases, by guarantees from the Operating Partnership, are generally due in monthly installments of principal and interest and mature over various terms through 2032. During the year ended December 31, 2022, we repaid mortgages payable totaling $155.2 million that had a weighted average fixed interest rate of 4.31% and made scheduled principal payments of $3.8 million related to amortizing loans.
Unsecured Notes
The following table summarizes the Company’s senior unsecured notes and exchangeable senior notes (dollars in thousands):
December 31, 2022December 31, 2021
Maturity DateBalanceInterest RateBalanceInterest Rate
Senior notes – 4.23% due 2023September 10, 2023$95,000 4.23 %$95,000 4.23 %
Senior notes – 4.58% due 2024(1)
June 30, 2024149,635 4.58 %149,635 4.58 %
Senior notes – 4.00% due 2025(2)
March 15, 2025350,000 4.00 %350,000 4.00 %
Senior notes – LIBOR + 3.65% due 2025(3)
September 10, 202580,000 8.41 %80,000 3.86 %
Senior notes – 4.08% due 2026(1)
September 30, 2026100,000 4.08 %100,000 4.08 %
Senior notes – 4.00% due 2026October 1, 2026300,000 4.00 %300,000 4.00 %
Senior exchangeable notes – 0.75% due 2027April 1, 2027175,000 0.75 %175,000 0.75 %
Senior notes – LIBOR + 3.75% due 2027(4)
September 10, 202775,000 8.51 %75,000 3.96 %
Senior notes – 4.24% due 2028(1)
December 28, 2028100,000 4.24 %100,000 4.24 %
Senior notes – 4.82% due 2029(1)
June 28, 2029100,000 4.82 %100,000 4.82 %
Senior notes – 4.75% due 2030(2)
September 15, 2030400,000 4.75 %400,000 4.75 %
Total senior unsecured notes$1,924,635 $1,924,635 
(1)Private placement notes assumed in connection with the Merger.
(2)Publicly placed notes assumed in connection with the Merger.
(3)$80,000 of 4.47% senior unsecured notes has been swapped to a variable rate of three-month LIBOR plus 3.65% through September 10, 2025.
(4)$75,000 of 4.57% senior unsecured notes has been swapped to a variable rate of three-month LIBOR plus 3.75% through September 10, 2025.
Private Placement Senior Unsecured Notes
In October 2021, in connection with the Merger, the Operating Partnership entered into a number of assumption agreements pursuant to which the Operating Partnership assumed all of RPAI’s obligations under RPAI’s existing note purchase agreements related to an aggregate of $450.0 million in principal of privately placed senior unsecured notes. In addition, in August 2015, the Operating Partnership entered into a note purchase agreement in connection with the issuance of $250.0 million of senior unsecured notes at a blended rate of 4.41% and an average maturity of 9.8 years (collectively, the “Private Placement Notes”).
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Debt issuance costsEach series of Private Placement Notes require semi-annual interest payments each year until maturity. The Operating Partnership may prepay at any time all, or from time to time any part of, any series of the Private Placement Notes in an amount not less than 5% of the aggregate principal amount of such series of the Private Placement Notes then outstanding in the case of a partial prepayment, at 100% of the principal amount so prepaid plus a Make-Whole Amount (as defined in the applicable note purchase agreement). The Make-Whole Amount is equal to the excess, if any, of the discounted value of the remaining scheduled payments with respect to the Private Placement Notes being prepaid over the amount of such Notes.
Each note purchase agreement contains customary financial maintenance covenants, including a maximum total leverage ratio, secured and unsecured leverage ratios and a minimum interest coverage ratio. Each note purchase agreement also contains restrictive covenants that restrict the ability of the Operating Partnership and its subsidiaries to, among other things, enter into transactions with affiliates, merge or consolidate, transfer assets or incur liens. Further, each note purchase agreement contains customary events of default, including in relation to non-payment, breach of covenants, defaults under certain other indebtedness, judgment defaults and bankruptcy events. In the case of an event of default, the holders of the Private Placement Notes may, among other remedies, accelerate the payment of all obligations.
Publicly Placed Senior Unsecured Notes
In October 2021, in connection with the Merger, the Operating Partnership (as successor by merger to RPAI) assumed all of RPAI’s outstanding $750.0 million aggregate principal of publicly placed senior unsecured notes. In addition, the Operating Partnership completed a $300.0 million public offering of 4.00% senior unsecured notes in September 2016 (collectively, the “Public Placement Notes”). The Public Placement Notes require semi-annual interest payments each year until maturity.
The Public Placement Notes are amortizedthe direct, senior unsecured obligations of the Operating Partnership and rank equally in right of payment with all of its existing and future unsecured and unsubordinated indebtedness. The Operating Partnership may redeem the Public Placement Notes at its option and in its sole discretion, at any time or from time to time prior to three months prior to the respective maturity date (such date, the “Par Call Date”), at a redemption price equal to 100% of the principal amount of the applicable Public Placement Notes being redeemed, plus accrued and unpaid interest and a “make-whole” premium calculated in accordance with the indenture. Redemptions on or after the respective Par Call Date are not subject to the addition of a straight-line basis“make-whole” premium.
Exchangeable Senior Notes
In March 2021, the Operating Partnership issued $175.0 million aggregate principal amount of 0.75% Exchangeable Senior Notes maturing in April 2027 (the “Exchangeable Notes”). The Exchangeable Notes are governed by an indenture between the Operating Partnership, the Company and U.S. Bank National Association, as trustee. The Exchangeable Notes were sold in the U.S. only to accredited investors pursuant to an exemption from the Securities Act of 1933, as amended (the “Securities Act”), and subsequently resold to qualified institutional buyers pursuant to Rule 144A under the Securities Act. The net proceeds from the offering of the Exchangeable Notes were approximately $169.7 million after deducting the underwriting fees and other expenses paid by the Company.
The Exchangeable Notes bear interest at a rate of 0.75% per annum, payable semi-annually in arrears, and will mature on April 1, 2027. During the years ended December 31, 2022 and 2021, we recognized approximately $1.3 million and $1.6 million, respectively, of interest expense for the Exchangeable Notes.
Prior to January 1, 2027, the Exchangeable Notes will be exchangeable into cash up to the principal amount of the Exchangeable Notes exchanged and, if applicable, cash or common shares or a combination thereof, only upon certain circumstances and during certain periods. On or after January 1, 2027, the Exchangeable Notes will be exchangeable into cash up to the principal amount of the Exchangeable Notes exchanged and, if applicable, cash or common shares or a combination thereof at the option of the holders at any time prior to the close of business on the second scheduled trading day preceding the Maturity Date. The exchange rate will initially equal 39.6628 common shares per $1,000 principal amount of Exchangeable Notes (equivalent to an exchange price of approximately $25.21 per common share and an exchange premium of approximately 25% based on the closing price of $20.17 per common share on March 17, 2021). The exchange rate will be subject to adjustment upon the occurrence of certain events but will not be adjusted for any accrued and unpaid interest.
The Operating Partnership may redeem the Exchangeable Notes, at its option, in whole or in part, on any business day on or after April 5, 2025, if the last reported sale price of the common shares has been at least 130% of the exchange price then in effect for at least 20 trading days (whether or not consecutive) during any 30 consecutive trading day period ending on, and including, the trading day immediately preceding the date on which the issuer provides notice of redemption at a redemption
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price equal to 100% of the principal amount of the Exchangeable Notes to be redeemed, plus accrued and unpaid interest to, but excluding, the redemption date.
In connection with the Exchangeable Notes, the Operating Partnership entered into privately negotiated capped call transactions (the “Capped Call Transactions”) with certain of the initial purchasers of the Exchangeable Notes or their respective affiliates. The Capped Call Transactions initially cover, subject to anti-dilution adjustments substantially similar to those applicable to the Exchangeable Notes, the number of common shares underlying the Exchangeable Notes. The Capped Call Transactions are expected generally to reduce the potential dilution to holders of common shares upon exchange of the Exchangeable Notes. The cap price of the Capped Call Transactions was initially approximately $30.26, which represents a premium of approximately 50% over the last reported sale price of common shares on March 17, 2021 and is subject to anti-dilution adjustments under the terms of the respectiveCapped Call Transactions. The cost of the Capped Call Transactions was $9.8 million and is recorded within “Additional paid-in capital” in the accompanying consolidated balance sheets.
Unsecured Term Loans and Revolving Line of Credit
The following table summarizes the Company’s term loans and revolving line of credit (dollars in thousands):
December 31, 2022December 31, 2021
Maturity DateBalanceInterest RateBalanceInterest Rate
Unsecured term loan due 2023 – fixed rate(1)(2)
November 22, 2023$— — %$200,000 4.10 %
Unsecured term loan due 2024 – fixed rate(1)(3)
July 17, 2024120,000 2.68 %120,000 2.88 %
Unsecured term loan due 2025 – fixed rate(4)
October 24, 2025250,000 5.09 %250,000 5.09 %
Unsecured term loan due 2026 – fixed rate(1)(5)
July 17, 2026150,000 2.73 %150,000 2.97 %
Unsecured term loan due 2029 – fixed rate(6)
July 29, 2029300,000 4.05 %— — %
Total unsecured term loans$820,000 $720,000 
Unsecured credit facility revolving line of credit –
variable rate(7)
January 8, 2026$— 5.56 %$55,000 1.20 %
(1)Unsecured term loans assumed in connection with the Merger.
(2)As of December 31, 2021, $200,000 of LIBOR-based variable rate debt had been swapped to a fixed rate of 2.85% plus a credit spread based on a leverage grid ranging from 1.20% to 1.85% through November 22, 2023. The applicable credit spread was 1.25% as of December 31, 2021.
(3)As of December 31, 2022, $120,000 of Secured Overnight Financing Rate (“SOFR”)-based variable rate debt has been swapped to a fixed rate of 1.58% plus a credit spread based on a ratings grid ranging from 0.80% to 1.65% through July 17, 2024. The applicable credit spread was 1.10% as of December 31, 2022. As of December 31, 2021, $120,000 of LIBOR-based variable rate debt had been swapped to a fixed rate of 1.68% plus a credit spread based on a leverage grid ranging from 1.20% to 1.70% through July 17, 2024. The applicable credit spread was 1.20% as of December 31, 2021.
(4)As of December 31, 2022, $250,000 of SOFR-based variable rate debt has been swapped to a fixed rate of 5.09% through October 24, 2025. As of December 31, 2021, $250,000 of LIBOR-based variable rate debt had been swapped to a fixed rate of 5.09% through October 24, 2025. The maturity date of the term loan agreements.may be extended for up to three additional periods of one year each at the Operating Partnership’s option, subject to certain conditions.
(5)As of December 31, 2022, $150,000 of SOFR-based variable rate debt has been swapped to a fixed rate of 1.68% plus a credit spread based on a ratings grid ranging from 0.75% to 1.60% through July 17, 2026. The applicable credit spread was 1.05% as of December 31, 2022. As of December 31, 2021, $150,000 of LIBOR-based variable rate debt had been swapped to a fixed rate 1.77% plus a credit spread based on a leverage grid ranging from 1.20% to 1.70% through July 17, 2026. The applicable credit spread was 1.20% as of December 31, 2021.
(6)$300,000 of SOFR-based variable rate debt has been swapped to a fixed rate of 2.70% plus a credit spread based on a ratings grid ranging from 1.15% to 2.20% through November 22, 2023. The applicable credit spread was 1.35% as of December 31, 2022.
(7)The revolving line of credit has two six-month extension options that the Company can exercise, at its election, subject to (i) customary representations and warranties, including, but not limited to, the absence of an event of default as defined in the unsecured credit agreement and (ii) payment of an extension fee equal to 0.075% of the revolving line of credit capacity. On July 29, 2022, SOFR replaced LIBOR as the interest reference rate for the revolving line of credit.

The accompanying consolidated statements of operations include the following amounts of amortization of debt issuance costs as a component of interest expense:
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($ in thousands)For the year ended December 31,
 202020192018
Amortization of debt issuance costs$2,135 $2,762 $3,944 

Unsecured Revolving Credit Facility
In July 2022, the Operating Partnership, as borrower, and Unsecured Term Loans
    On April 24, 2018, the Company and Operating Partnership entered into the FirstSecond Amendment (the “Amendment”“Second Amendment”) to the FifthSixth Amended and Restated Credit Agreement, (the “Existing Credit Agreement,” and as amended by the Amendment, the “Amended Credit Agreement”), dated as of July 28, 2016, by and among8, 2021 (as amended, the Operating Partnership, as borrower,“Credit Agreement”) with a syndicate of financial institutions to provide for (i) a $250.0 million increase to the Company, as guarantor (pursuant to$850.0 million unsecured revolving line of credit that was assumed in the Merger, resulting in a springing guaranty, dated as of July 28, 2016), KeyBank National Association, as administrative agent, and the other lenders party thereto. The Amendment increases (i) the aggregate principal amount available under the
$1.1 billion unsecured revolving credit facility (the “Credit“2022 Revolving Facility”) from $500and (ii) a seven-year $300.0 million to $600 million, (ii)unsecured term loan (the “$300M Term Loan”). Under the amount of the letter of credit issuancesSecond Amendment, the Operating Partnership has the option, subject to certain customary conditions, to increase the 2022 Revolving Facility and/or incur additional term loans in an aggregate amount for all such increases and additional loans of up to $600.0 million, for a total facility amount of up to $2.0 billion. The 2022 Revolving Facility has a scheduled maturity date of January 8, 2026, which maturity date may utilizebe extended for up to two additional periods of six months at the Operating Partnership’s option, subject to certain conditions.
Borrowings under the 2022 Revolving Facility bear interest at a rate per annum equal to SOFR plus a margin based on the Operating Partnership’s leverage ratio or credit rating, respectively, plus a facility fee based on the Operating Partnership’s leverage ratio or credit rating, respectively. The SOFR rate is also subject to an additional 0.10% spread adjustment as specified in the Second Amendment. The 2022 Revolving Facility is currently priced on the leverage-based pricing grid. In accordance with the Credit Agreement, the credit spread set forth in the leverage grid resets quarterly based on the Company’s leverage, as calculated at the previous quarter end. The Company may irrevocably elect to convert to the ratings-based pricing grid at any time. As of December 31, 2022, making such an election would have resulted in a lower interest rate; however, the Company had not made the election to convert to the ratings-based pricing grid. The Credit Agreement includes a sustainability metric based on targeted greenhouse gas emission reductions, which results in a reduction of the otherwise applicable interest rate margin by one basis point upon achievement of targets set forth therein.
The following table summarizes the key terms of the 2022 Revolving Facility as of December 31, 2022 (dollars in thousands):
Leverage-Based PricingInvestment Grade Pricing
2022 Credit AgreementMaturity DateExtension OptionExtension FeeCredit SpreadFacility FeeCredit SpreadFacility FeeSOFR Adjustment
$1,100,000 unsecured revolving line of credit1/8/2026
2 six-month
0.075%1.05%–1.50%0.15%–0.30%0.725%–1.40%0.125%–0.30%0.10%
The Operating Partnership’s ability to borrow under the Credit FacilityAgreement is subject to ongoing compliance by the Operating Partnership and its subsidiaries with various restrictive covenants, including with respect to liens, transactions with affiliates, dividends, mergers and asset sales. In addition, the Credit Agreement requires that the Operating Partnership satisfy certain financial covenants, including (i) a maximum leverage ratio; (ii) a minimum fixed charge coverage ratio; (iii) a maximum secured indebtedness ratio; (iv) a maximum unsecured leverage ratio; and (v) a minimum unencumbered interest coverage ratio. As of December 31, 2022, we were in compliance with all such covenants.
The Credit Agreement includes customary representations and warranties, which must continue to be true and correct in all material respects as a condition to future draws under the 2022 Revolving Facility. The Credit Agreement also contains customary events of default, the occurrence of which, following any applicable grace period, would permit the lenders to, among other things, declare the principal, accrued interest and other obligations under the Credit Agreement to be immediately due and payable.
As of December 31, 2022, we had letters of credit outstanding totaling $1.5 million, against which no amounts were advanced as of December 31, 2022.
Unsecured Term Loans
In July 2022, in conjunction with the Second Amendment, the Operating Partnership obtained a $300M Term Loan that is priced on a ratings-based pricing grid at a rate of SOFR plus a credit spread ranging from $501.15% to 2.20%. The SOFR rate is also subject to an additional 0.10% spread adjustment as specified in the Second Amendment. Proceeds from the $300M Term Loan were used to repay the Operating Partnership’s $200.0 million unsecured term loan that was assumed in the Merger and was scheduled to $60mature on November 22, 2023 (the “$200M Term Loan”), certain secured loans, and for other general corporate purposes. The Operating Partnership is permitted to prepay the $300M Term Loan in whole or in part, at any time, subject to a prepayment fee if prepaid on or before July 29, 2024. The agreement related to the $300M Term Loan includes a
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sustainability metric based on targeted greenhouse gas emission reductions, which results in a reduction of the otherwise applicable interest rate margin by one basis point upon achievement of targets set forth therein.
In October 2021, in connection with the Merger, the Operating Partnership (as successor by merger to RPAI) assumed RPAI’s $120.0 million (the “$120M Term Loan”) and (iii) swingline loan capacity from $50$150.0 million (the “$150M Term Loan”) unsecured term loans, which were originally priced on a leverage-based pricing grid with the credit spread set forth in the leverage grid resetting quarterly based on the Company’s leverage, as calculated at the previous quarter end. The Company had the option to $60 millionirrevocably elect to convert to a ratings-based pricing grid at any time. On August 2, 2022, the Company made the election to convert to the ratings-based pricing grid. The agreement related to the $150M Term Loan includes a sustainability metric based on targeted greenhouse gas emission reductions, which results in same day borrowings.  a reduction of the otherwise applicable interest rate margin by one basis point upon achievement of targets set forth therein.
Under the Amended Credit Agreement,agreement related to the $120M Term Loan and the $150M Term Loan, the Operating Partnership has the option to increase each of the Credit Facilityterm loans to $1.2 billion (increased from $1 billion under the Existing Credit Agreement)$250.0 million upon the Operating Partnership’s request, subject to certain conditions, including obtaining commitments from any one or more lenders, whether or not currently party to the Amended Credit Agreement,term loan agreement, to provide such increased amounts.

The Amendment extends the scheduled maturity dateOperating Partnership is permitted to prepay each of the Credit Facility from July 28, 2020 to April 22, 2022 (which maturity date may be extended for up to 2 additional periods of six months$120M Term Loan and $150M Term Loan, in whole or in part, at the Operating Partnership’s optionany time without being subject to certain conditions). Among other things, the Amendment also improves the Operating Partnership’s leverage ratio calculation by changing the definition of capitalization rate to six and one-half percent (6.5%) from six and three-fourths percent (6.75%), which increases the Operating Partnership’s total asset value as calculated under the Amended Credit Agreementa prepayment fee.

    OnIn October 25, 2018, the Operating Partnership entered into a Term Loan Agreement (the “Agreement”)term loan agreement with KeyBank National Association, as Administrative Agent, (the “Agent”), and the other lenders party thereto, providing for an unsecured term loan facility of up to $250$250.0 million (the “Term“$250M Term Loan”). The Term Loan ranks pari passu with the Operating Partnership’s existing $600 million unsecured revolving credit facility documented in the Operating Partnership’s Fifth Amended and Restated Credit Agreement, dated as of July 28, 2016, as amended (the “Existing Credit Agreement”), and other unsecured indebtedness of the Operating Partnership.
    The Term Loan has a scheduled maturity date of October 24, 2025, which maturity date may be extended for up to 3 additional periods of one year at the Operating Partnership’s option subject to certain conditions.
The Operating Partnership has the option to increase the $250M Term Loan to $300$300.0 million, subject to certain conditions, including obtaining commitments from any one or more lenders, whether or not currently party to the Agreement,term loan agreement, to provide such increased amounts. The Operating Partnership is permitted to prepay the $250M Term Loan in whole or in part, at any time, subject to a prepayment fee if prepaid on or before October 25, 2023.

AsThe unsecured term loan agreements contain representations, financial and other affirmative and negative covenants and events of December 31, 2020, there was $25 million outstanding underdefault that are substantially similar to those contained in the Credit Facility.  Additionally, we had lettersAgreement. The unsecured term loan agreements all rank pari passu with the Operating Partnership’s 2022 Revolving Facility and other unsecured indebtedness of credit outstanding which totaled $1.2 million, against which 0 amounts were advancedthe Operating Partnership.
The following table summarizes the key terms of the unsecured term loans as of December 31, 2020.2022 (dollars in thousands):
Unsecured Term LoansMaturity DateLeverage-Based Pricing
Credit Spread		Investment Grade Pricing
Credit Spread		SOFR Adjustment
$120,000 unsecured term loan due 2024(1)
7/17/20241.20% – 1.70%0.80% – 1.65%0.10%
$250,000 unsecured term loan due 2025(2)
10/24/20252.00% – 2.55%2.00% – 2.50%0.10%
$150,000 unsecured term loan due 2026(1)
7/17/20261.20% – 1.70%0.75% – 1.60%0.10%
$300,000 unsecured term loan due 20297/29/2029N/A1.15% – 2.20%0.10%

(1)In July 2022, SOFR replaced LIBOR as the interest reference rate for these term loans.
The amount that we(2)In December 2022, SOFR replaced LIBOR as the interest reference rate for this term loan. In addition, the maturity date may borrow under our Credit Facility is limited bybe extended for up to three additional periods of one year each at the valueOperating Partnership’s option, subject to certain conditions.
Debt Issuance Costs
Debt issuance costs are amortized over the terms of the assetsrespective loan agreements. The following amounts of amortization of debt issuance costs are included as a component of “Interest expense” in our unencumbered asset pool.  Asthe accompanying consolidated statements of December 31, 2020, the value of the assets operations and comprehensive income (in our unencumbered asset pool, calculated pursuant to the Credit Facility agreement, was $1.3 billion. Taking into account outstanding borrowings on the line of credit, term loans, unsecuredthousands):
Year Ended December 31,
202220212020
Amortization of debt issuance costs$3,163 $2,681 $2,135 
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Debt Maturities
notesThe following table summarizes the scheduled maturities and lettersprincipal amortization of credit, we had $523.2 million available under our Credit Facility for future borrowingsthe Company’s indebtedness as of December 31, 2020.2022 (in thousands):

Our ability to borrow under the Credit Facility is subject to our compliance with various restrictive and financial covenants, including with respect to liens, indebtedness, investments, dividends, mergers and asset sales.  As of December 31, 2020, we were in compliance with all such covenants.

Senior Unsecured Notes

The Operating Partnership has $550 million of senior unsecured notes maturing at various dates through September 2027 (the "Notes").  The Notes contain a number of customary financial and restrictive covenants. As of December 31, 2020, we were in compliance with all such covenants.

Mortgage Loans
Mortgage loans are secured by certain real estate and in some cases by guarantees from the Operating Partnership, and are generally due in monthly installments of interest and principal and mature over various terms through 2030. 
Debt Maturities

The following table presents maturities of mortgage debt and corporate debt as of December 31, 2020: 
($ in thousands)Scheduled Principal PaymentsTerm MaturitiesTotal
2021$2,303 $0 $2,303 
20221,043 203,877 204,920 
2023806 256,517 257,323 
2024854 0 854 
2025904 330,000 330,904 
Thereafter4,672 375,100 379,772 
 $10,582 $1,165,494 $1,176,076 
Unamortized net debt premiums and issuance costs, net  (5,282)
Total  $1,170,794 

Secured Debt
Scheduled
Principal Payments		Term
Maturities		Unsecured DebtTotal
2023$3,020 $189,390 $95,000 $287,410 
20242,721 — 269,635 272,356 
20252,848 — 680,000 682,848 
20262,981 — 550,000 552,981 
20273,120 — 250,000 253,120 
Thereafter27,061 2,480 900,000 929,541 
 $41,751 $191,870 $2,744,635 $2,978,256 
Debt discounts, premiums and issuance costs, net 32,043 
Total  $3,010,299 
Other Debt Activity

ForWe capitalized interest of $2.4 million, $1.6 million and $1.5 million during the yearyears ended December 31, 2020, we had total new borrowings of $325.0 million2022, 2021, and total repayments of $302.2 million.  The components of this activity were as follows:  
•In March 2020, we borrowed $300 million on the Credit Facility as a precautionary measure in order to increase our cash position and preserve financial flexibility in light of uncertainty in the global markets resulting from the COVID-19 pandemic. Subsequent to the initial borrowing, we have repaid the $300 million of borrowings;
•In December 2020, we borrowed $25 million on the Credit Facility to fund a portion of the purchase price of Eastgate Crossing; and
•We made scheduled principal payments on indebtedness during the year totaling $2.2 million.

The amount of interest capitalized in 2020, 2019, and 2018 was $1.5 million, $1.9 million, and $1.8 million, respectively.
Fair Value of Fixed and Variable Rate Debt
As of December 31, 2020,2022, the estimated fair value of fixed rate debt was $872.8$2.0 billion compared to the book value of $2.1 billion. The fair value was estimated using Level 2 and 3 inputs with cash flows discounted at current borrowing rates for similar instruments, which ranged from 1.76% to 7.67%. As of December 31, 2022, the estimated fair value of variable rate debt was $851.8 million compared to the book value of $846.0$848.3 million. The fair value was estimated using Level 2 and 3 inputs with cash flows discounted at current borrowing rates for similar instruments, which ranged from 3.37%5.41% to 3.88%.  As of December 31, 2020, the estimated fair value of variable rate
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debt was $329.1 million compared to the book value of $330.1 million.  The fair value was estimated using Level 2 and 3 inputs with cash flows discounted at current borrowing rates for similar instruments, which ranged from 1.28% to 3.62%6.36%.
Note 8.  Derivative Instruments, Hedging Activities and Other Comprehensive Income
NOTE 9. DERIVATIVE INSTRUMENTS, HEDGING ACTIVITIES AND OTHER COMPREHENSIVE INCOME
In order to manage potential future variable interest rate risk, we enter into interest rate derivative agreements from time to time. We do not use suchinterest rate derivative agreements for trading or speculative purposes nor do we have any that are not designated as cash flow hedges.purposes. The agreements with each of our derivative counterparties provide that in the event of default on any of our indebtedness, we could also be declared in default on our derivative obligations.

As ofDuring the year ended December 31, 2020,2022, we were partyamended certain interest rate swap agreements, contemporaneous with a modification of the Company’s unsecured revolving credit facility and $300M Term Loan, $120M Term Loan and $150M Term Loan, and $250M Term Loan to various cash flow derivative agreementsfacilitate reference rate reform, converting the outstanding swaps from LIBOR to SOFR. In addition, we (i) designated the interest rate swaps related to the $200M Term Loan that was repaid in July 2022 to the $300M Term Loan with an effective date of August 2022 and a maturity date of November 2023; (ii) entered into two forward-starting interest rate swap contracts with notional amounts totaling $250.0 million.  These derivative$200.0 million that swap a floating rate of term SOFR to a fixed rate of 2.37% plus a credit spread of 1.35% with an effective date of November 2023 and a maturity date of August 2025; and (iii) entered into two agreements effectively fix the interest rate underlying certainto swap a total of $100.0 million of SOFR-based variable rate debt instruments over expiration dates throughto a fixed rate of 2.66% plus a credit spread of 1.35% with an effective date of August 2022 and a maturity date of August 2025. Utilizing a weighted averageWe also terminated two forward-starting interest rate spreadswaps with notional amounts totaling $150.0 million in December 2022 and received proceeds of $30.9 million upon termination. This settlement is included as a component of accumulated other comprehensive income and will be reclassified to earnings over time as the hedged items are recognized in earnings.
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The following table summarizes the terms and fair values of the Company’s derivative financial instruments that were designated and qualified as part of a hedging relationship as of December 31, 2022 and 2021 (dollars in thousands):
Fair Value Assets (Liabilities)(1)
Type of HedgeNumber of InstrumentsAggregate NotionalReference RateInterest RateEffective DateMaturity DateDecember 31, 2022December 31, 2021
Cash FlowFour$250,000 SOFR2.99 %12/1/202210/24/2025$7,134 $(18,282)
Cash FlowTwo100,000 SOFR2.66 %8/1/20228/1/20253,616 — 
Cash FlowTwo200,000 SOFR2.72 %8/3/202211/22/20233,663 (7,769)
Cash FlowThree120,000 SOFR1.58 %8/15/20227/17/20245,461 (2,190)
Cash FlowThree150,000 SOFR1.68 %8/15/20227/17/202610,896 (3,876)
$820,000 $30,770 $(32,117)
Fair Value(2)
Two$155,000 LIBORLIBOR + 3.70%4/23/20219/10/2025$(14,177)$(2,630)
Forward-Starting
Cash Flow(3)
Two$150,000 SOFR1.356 %N/A6/1/2032$— $299 
Forward-Starting
Cash Flow
Two$200,000 SOFR2.37 %11/22/20238/1/2025$4,370 $— 
(1)Derivatives in an asset position are included within “Prepaid and other assets” and derivatives in a liability position are included within “Accounts payable and accrued expenses” in the accompanying consolidated balance sheets.
(2)The derivative agreements swap a blended fixed rate of 4.52% for a blended floating rate of LIBOR on all variable rate debt resulted in fixing the weighted averageplus 3.70%.
(3)In December 2022, we terminated these two forward-starting interest rate at 4.20%.

swaps with notional amounts totaling $150.0 million and received proceeds of $30.9 million upon termination. This settlement is included as a component of accumulated other comprehensive income and will be reclassified to earnings over time as the hedged items are recognized in earnings.
These interest rate derivative agreements are the only assets or liabilities that we record at fair value on a recurring basis. The valuation of these assets and liabilities is determined using widely accepted techniques including discounted cash flow analysis. These techniques consider the contractual terms of the derivatives (including the period to maturity) and use observable market-based inputs such as interest rate curves and implied volatilities. We also incorporate credit valuation adjustments into the fair value measurements to reflect nonperformance risk on both our part and that of the respective counterparties.
We determined that the majority of the inputs used to value our derivatives fall within Level 2 of the fair value hierarchy, although the credit valuation adjustments associated with our derivatives utilizeuse Level 3 inputs, such as estimates of current credit spreads to evaluate the likelihood of default by us and our counterparties. As of December 31, 20202022 and December 31, 2019,2021, we assessed the significance of the impact of the credit valuation adjustments on the overall valuation of our derivative positions and determined the credit valuation adjustments were not significant to the overall valuation of our derivatives. As a result, we determined our derivative valuations were classified within Level 2 of the fair value hierarchy.

As of December 31, 2020, the estimated fair value of our interest rate derivatives represented a liability of $32.1 million, including accrued interest of $0.4 million.  As of December 31, 2020, this balance is reflected in accounts payable and accrued expenses on the accompanying consolidated balance sheet.  At December 31, 2019 the estimated fair value of our interest rate derivatives was a liability of $16.8 million, including accrued interest of $0.1 million.  As of December 31, 2019, this was reflected in accounts payable and accrued expenses on the accompanying consolidated balance sheet. 
Amounts reported in accumulated other comprehensive income related to derivatives will be reclassified to earnings over time as the hedged items are recognized in earnings. Approximately $4.0$7.3 million, $7.7 million and $0.8$4.0 million was reclassified as a reduction to earnings during the years ended December 31, 2022, 2021 and 2020, and 2018, respectively. Approximately $0.6 million was reclassified as an increase to earnings during the year ended December 31, 2019. As the interest payments on our derivatives are made over the next 12 months, we estimate the increasedecrease to interest expense to be $6.4approximately $27.8 million, assuming the current SOFR and LIBOR curve. 

curves. 
Unrealized gains and losses on our interest rate derivative agreements are the only components of the change in accumulated other comprehensive loss.
    Note 9. Lease Information
NOTE 10. LEASE INFORMATION
Rental Income
The Company receives rental income from the leasing of retail and office space. The leaseslease agreements generally provide for certain increases in base rent, reimbursement for certain operating expenses, and may require tenants to pay contingent rent to the extent their sales exceed a defined threshold. Certain tenants have the option in thetheir lease agreement to extend their lease upon the expiration of their contractual term. Variable lease payments are based upon tenant sales information and are
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recognized once a tenant'stenant’s sales volume exceeds a defined threshold. Variable lease payments for reimbursement of operating expenses are based upon the operating expense activity for the period.
    From a lessor perspective, In connection with the new accounting guidance adopted in 2019 remained mostly similar to legacy GAAP asMerger, the Company elected the practical expedient to not separate non-lease components from lease components. This election resultedassumed all leases in a change on the Company's consolidated statements of operations as the Company no longer presents minimum rents
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place at legacy RPAI properties and tenant reimbursements as separate amounts because the Company now accounts for these amounts as a single combined lease component,began recognizing rental income onunder the basisrespective leases upon completion of the lease component beingMerger on October 22, 2021.
Rental income related to the predominant componentCompany’s operating leases is comprised of the contract. As such, non-lease components, including common area maintenance reimbursements that are of a fixed nature are recognized on a straight-line basis over the term of the lease. Further, bad debt, which has previously been recorded in property operating expenses, has now been classified as a contra-revenue account in rental income in the Company’s consolidated statements of operations and comprehensive incomefollowing for the years ended December 31, 2022, 2021 and 2020, and 2019. 
respectively
(in thousands):
    The Company recognized the following lease rental income for the years ended December 31, 2020 and 2019, respectively:

($ in thousands)
Year Ended December 31,
20202019
Fixed Contractual Lease Payments - Operating Leases$218,004 $244,666 
Variable Lease Payments - Operating Leases52,128 61,368 
Bad Debt Reserve(13,259)(3,620)
Straight-Line Rent Adjustment1,155 3,362 
Straight-Line Rent Reserve for Uncollectibility(4,177)(1,153)
Amortization of In-Place Lease Liabilities, net3,819 3,776 
Total$257,670 $308,399 


Year Ended December 31,
202220212020
Fixed contractual lease payments – operating leases$615,773 $292,873 $218,004 
Variable lease payments – operating leases151,304 69,422 52,128 
Bad debt reserve(6,027)(2,897)(13,259)
Straight-line rent adjustments17,031 4,674 1,155 
Straight-line rent (reserve) recovery for uncollectibility(553)716 (4,177)
Amortization of in-place lease liabilities, net4,821 2,611 3,819 
Total$782,349 $367,399 $257,670 
The weighted average remaining term of the lease agreements is approximately 4.57.1 years. During the years ended December 31, 2020, 2019,2022, 2021, and 2018,2020, the Company earned overage rent of $5.9 million, $0.8 million, and $0.2 million, $1.3 million,respectively.
During 2020 and 2021, in response to the impact of the novel coronavirus (“COVID 19”) pandemic, the Company received rent relief requests from a significant portion of its tenants and agreed to defer rent for a portion of its tenants, subject to certain conditions, to be repaid over a period of time, typically 12 to 18 months. The Company had deferred the collection of $1.2 million respectively. of rental income that remains outstanding as of December 31, 2022. To the extent the Company agrees to defer rent or is otherwise unable to collect rent for certain periods, the Company will realize decreased cash flow, which could significantly decrease the cash available for its operating and capital uses.
The future impact of such modifications is dependent upon the extent of lease concessions granted to tenants as a result of COVID-19 in future periods and the elections made by the Company at the time of entering into such concessions. The Company did not provide a material amount of rent abatement to tenants as a result of COVID-19.
As of December 31, 2020,2022, future minimum rentals to be received under non-cancelable operating leases for each of the next five years and thereafter, excluding variable lease payments and amounts deferred under lease concession agreements, are as follows: follows (in thousands):
($ in thousands)
2021$217,118 
2022196,856 
2023165,849 
2024137,803 
2025111,157 
Thereafter365,042 
Total$1,193,825 

Lease Payments
2023$613,776 
2024552,465 
2025474,145 
2026402,393 
2027323,087 
Thereafter1,088,663 
Total$3,454,529 
Commitments under Ground Leases
As of December 31, 2020,2022, we are obligated under 912 ground leases for approximately 4798 acres of land. Most of these ground leases require fixed annual rent payments. The expiration dates of the remaining initial terms of these ground leases range from 20232025 to 2092 with a weighted-averageweighted average remaining term of 52.235.0 years. Certain of these leases have five- to ten-year10-year extension options ranging in total from 20 to 25 years.

    Upon adoption of the Leases standard, the Company did not recognize value during the option period for the right-of-useRight-of-use assets are included within “Prepaid and other assets” and lease liabilities as it was not probable the extension options will be exercised. Upon adoption, the Company recorded a right of use asset of $27.0 million and corresponding liability of $27.3 million. The right of use asset isare included in prepaid and other assets and the lease liability is included in deferredwithin “Deferred revenue and other liabilities. This value was determined utilizing an estimate of our incremental borrowing rate that was specific to each lease based uponliabilities” in the term and underlying asset. These rates ranged from 3.93% to 6.33% with a weighted-average incremental borrowing rate of 5.86%.accompanying consolidated balance sheets.

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Ground lease expense incurred by the Company on these operating leases forDuring the years ended December 31, 2022, 2021, and 2020, 2019, and 2018 was $1.9the Company incurred ground lease expense on these operating leases of $3.9 million, $1.8$2.8 million, and $1.7$1.9 million, respectively. The Company made payments of $5.1 million,
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$2.6 million and $1.8 million and $1.7 million forduring the years ended December 31, 20202022, 2021 and 2019,2020, respectively, which were included in operating cash flows.
FutureAs of December 31, 2022, future minimum lease payments due under ground leases for each of the next five years ending December 31 and thereafter are as follows: 
($ in thousands)
2021$1,789 
20221,815 
20231,636 
20241,600 
20251,582 
Thereafter68,971 
Total$77,393 
follows (in thousands):
Lease Obligations
2023$5,035 
20245,044 
20255,168 
20265,174 
20275,218 
Thereafter110,623 
$136,262 
Adjustment for discounting(69,095)
Lease liabilities as of December 31, 2022$67,167 
NOTE 11. SHAREHOLDERS’ EQUITY
Note 10. Shareholders’ EquityDistributions 
Common Equity
Our Board of Trustees declared a cash distribution of $0.1500$0.24 per common share and Common Unit for the fourth quarter of 2020.2022. This distribution was paid on January 15, 202113, 2023 to common shareholders and Common Unit holders of record as of January 8, 2021.

6, 2023.
For the years ended December 31, 2020, 20192022, 2021 and 2018,2020, we declared cash distributions of $0.4495, $1.27,totaling $0.87, $0.72, and $1.27$0.5995, respectively, per common share and Common Units.Unit.
At-The-Market Offering Program
On February 23, 2021, the Company and the Operating Partnership entered into an Equity Distribution Agreement (the “Equity Distribution Agreement”) with each of BofA Securities, Inc., Citigroup Global Markets Inc., KeyBanc Capital Markets Inc. and Raymond James & Associates, Inc., pursuant to which the Company may sell, from time to time, up to an aggregate sales price of $150.0 million of its common shares of beneficial interest, $0.01 par value per share, under an at-the-market offering program (the “ATM Program”). On November 30, 2021, the Company and the Operating Partnership amended the Equity Distribution Agreement to reflect their filing of a shelf registration statement on November 16, 2021 with the SEC. As of December 31, 2022, the Company has not sold anycommon shares under the ATM Program. The Operating Partnership intends to use the net proceeds, if any, to repay borrowings under its 2022 Revolving Facility and other indebtedness and for working capital and other general corporate purposes. The Operating Partnership may also use the net proceeds for acquisitions of operating properties and the development or redevelopment of properties, although there are currently no understandings, commitments or agreements to do so.
Share Repurchase Program
In February 2021, our Board of Trustees approved a share repurchase program, authorizing share repurchases up to an aggregate of $150.0 million (the “Share Repurchase Program”). In February 2022, the Company extended its Share Repurchase Program for an additional year, and in February 2023 extended the program for another year so it will now terminate on February 28, 2024, if not terminated or extended prior to that date. In April 2022, our Board of Trustees authorized a $150.0 million increase to the size of the Share Repurchase Program, authorizing share repurchases up to an aggregate of $300.0 million. As of December 31, 2022, the Company has not repurchased any shares under its Share Repurchase Program. The Company intends to fund any future repurchases under the Share Purchase Program with cash on hand or availability under the 2022 Revolving Facility, subject to any applicable restrictions. The timing of share repurchases and the number of common shares to be repurchased under the Share Repurchase Program will depend upon prevailing market conditions, regulatory requirements and other factors.
F-41

Dividend Reinvestment and Share Purchase Plan
We maintain a Dividend Reinvestment and Share Purchase Plan, which offers shareholders and new investors the option to invest all or a portion of their common share dividends in additional common shares. Participants in this plan are also able to make optional cash investments with certain restrictions.
Note 11. Commitments and ContingenciesNOTE 12. COMMITMENTS AND CONTINGENCIES
Other Commitments and Contingencies
We are obligated under various completion guarantees with certain lenders and lease agreements with tenants to complete all or portions of a development project and tenant-specific space currently under construction. We believe we currently have sufficient financing in place to fund these projects and expect to do so primarily through free cash flow or borrowings on the Revolving Facility.
In 2017, we provided a repayment guaranty on a $33.8 million construction loan associated with the development of the Embassy Suites at the University of Notre Dame, consistent with our 35% ownership interest. Our portion of the repayment guaranty is limited to $5.9 million and the guaranty’s term is through July 1, 2024, the maturity date of the construction loan. As of December 31, 2022, the outstanding loan balance was $33.5 million, of which our share was $11.7 million. The loan is secured by the hotel.
In 2021, we provided repayment and completion guaranties on loans totaling $66.2 million associated with the development of The Corner mixed-use project in the Indianapolis MSA. As of December 31, 2022, the outstanding balance of the loans was $30.6 million, of which our share was $15.3 million.
As of December 31, 2022, we had outstanding letters of credit totaling $1.5 million with no amounts advanced against these instruments.
Legal Proceedings
We are not subject to any material litigation nor, to management’s knowledge, is any material litigation currently threatened against us. We are parties to routine litigation, claims, and administrative proceedings arising in the ordinary course of business. Management believes that such matters will not have a material adverse impact on our consolidated financial condition, results of operations or cash flows taken as a whole.

We are obligated under various completion guarantees with lease agreements with tenants to complete all or portions of a development project and tenant-specific space currently under construction.  We believe we currently have sufficient financing in place to fund our investment in any existing or future projects through cash from operations and borrowings on our unsecured revolving credit facility.

In 2017, we provided a repayment guaranty on a $33.8 million construction loan associated with the development of the Embassy Suites at the University of Notre Dame consistent with our 35% ownership interest. As of December 31, 2020, the current outstanding loan balance is $33.6 million, of which our share is $11.8 million.

As of December 31, 2020, we had outstanding letters of credit totaling $1.2 million.  At that date, there were 0 amounts advanced against these instruments. 


F-37

Note 12. Related Parties and Related Party Transactions
NOTE 13. RELATED PARTIES AND RELATED PARTY TRANSACTIONS
Subsidiaries of the Company provide certain management, construction management and other services to certaina number of entities owned by certainseveral members of the Company’s management. During each of the years ended December 31, 2020, 20192022, 2021 and 2018,2020, we earned less than $0.1 million from entities owned by certain members of management.
We reimburse an entityentities owned by certain members of ourthe Company’s management for certain travel and related services. During the years ended December 31, 2020, 20192022, 2021 and 2018,2020, we paid $0.5$0.3 million, $0.8$0.3 million and $0.5 million, respectively, to this related entity.

NOTE 14. SUBSEQUENT EVENTS
Note 13. Acquisitions

In 2020,Subsequent to December 31, 2022, we acquired 1 retail operating property for $65.3 million. The fair value of the real estaterepaid three mortgages payable with principal balances totaling $128.5 million and other assets acquired were primarily determined using the income approach. The income approach required us to make assumptions about market leasing rates, tenant-related costs, discount rates, and disposal rates. The estimates of fair value primarily relied upon Level 2 and Level 3 inputs, as previously defined.    

The following table summarizes the estimation of the fair value of assets acquired and liabilities assumed for the property acquired in 2020:

($ in thousands)
Investment properties, net$63,570 
Lease-related intangible assets, net2,254 
Total acquired assets65,824 
Accounts payable and accrued expenses280 
Deferred revenue and other liabilities246 
Total assumed liabilities526 
Fair value of acquired net assets$65,298 

The leases at the acquired property had a weighted average remaining life at acquisitionfixed interest rate of approximately 3.2 years.

The range of the most significant Level 3 assumptions utilized in determining the value of the real estate and related assets acquired are as follows:

LowHigh
Net rental rate per square foot - Anchors$22.50 $27.50 
Net rental rate per square foot - Small Shops$15.00 $65.00 
Discount rate9.0 %9.0 %

In 2019, we acquired 1 retail operating property for $29.0 million and 1 parking garage for $29.5 million. The fair value of the real estate and other assets acquired were primarily determined using the income approach. The income approach required us to make assumptions about market leasing rates, tenant-related costs, discount rates, and disposal values. The estimates of fair value primarily relied upon Level 2 and Level 3 inputs, as previously defined.
    The following table summarizes the estimation of the fair value of assets acquired and liabilities assumed for the properties acquired in 2019:

3.83%.
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($ in thousands)
Investment properties, net$56,393 
Lease-related intangible assets, net2,458 
Other assets320 
Total acquired assets59,171 
Accounts payable and accrued expenses595 
Deferred revenue and other liabilities371 
Total assumed liabilities966 
Fair value of acquired net assets$58,205 

    The leases at the acquired properties had a weighted average remaining life at acquisition of approximately 5.6 years.

    The range of the most significant Level 3 assumptions utilized in determining the value of the real estate and related assets acquired are as follows:

LowHigh
Net rental rate per square foot - Anchors$11.00 $12.96 
Net rental rate per square foot - Small Shops$6.33 $32.00 
Discount rate9.0 %9.0 %

    The results of operations for each of the properties acquired during the years ended December 31, 2020 and 2019 have been included in operations since their respective dates of acquisition. We did 0t acquire any properties in 2018.

Note 14. Impact of COVID-19

Since first being reported in December 2019, the novel strain of coronavirus (COVID-19) has spread globally. In March 2020, the World Health Organization declared COVID-19 a pandemic, and subsequently, the United States declared a national emergency with respect to COVID-19.

The Company continues to closely monitor the impact of the COVID-19 pandemic on all aspects of its business and how it impacts the Company's tenants and business partners. Certain segments of retailers and the Company experienced disruption during 2020, and, going forward, the potential adverse effect of the COVID-19 pandemic, including possible resurgences and mutations, on the financial condition, results of operations, cash flows and performance of the Company and its tenants, the real estate market, global economy, and financial markets, and the extent of such effects, will depend on future developments, which are highly uncertain and cannot be predicted with confidence.

The following operating trends, combined with macroeconomic trends such as a global economic slowdown or recession, reduced consumer spending and increased unemployment, lead us to believe that our operating results for the rest of 2020 and potentially beyond will continue to be significantly affected by COVID-19:

•As of December 31, 2020, over 98% of our tenants have reopened. However, many of these retailers are operating at a lower capacity than normal due to COVID-19. Store closures or the inability to return to full capacity, particularly if for an extended period, increase the risk of business failures and lease defaults.
•As of February 11, 2021, we have collected approximately 95% of rent billings for the three months ended December 31, 2020 and 92% of rent billings for the period from April 1, 2020 through December 31, 2020.
•Many of our tenants have taken on additional debt as a result of COVID-19, including loans administered by the Small Business Administration. To the extent this debt is not forgiven, the increased debt load may hamper their ability to continue to operate and to pay rent, which could cause the Company to realize decreased cash flow and increased vacancies at its properties.

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Starting in March and continuing through January 2021, the Company received rent relief requests from a significant proportion of its tenants. Some tenants have asserted various legal arguments that they allege relieve them of the obligation to pay rent during the pandemic; the Company and its legal advisers generally disagree with these legal arguments. The Company has evaluated and will continue to evaluate tenant requests for rent relief based on many factors, including the tenant's financial strength, the tenant's operating history, potential co-tenancy impacts, the tenant's contribution to the shopping center in which it operates, the Company's assessment of the tenant's long-term viability, the difficulty or ease with which the tenant could be replaced, and other factors.

As a result of this evaluation, the Company has agreed to defer rent for approximately 375 of its tenants subject to certain conditions. The Company had deferred the collection of $6.1 million of rental income that remains outstanding as of December 31, 2020. To the extent the Company agrees to defer rent or is otherwise unable to collect rent for certain periods, the Company will realize decreased cash flow, which could significantly decrease the cash available for the Company's operating and capital uses.

F-40F-42

Kite Realty Group Trust and Kite Realty Group,KITE REALTY GROUP TRUST AND KITE REALTY GROUP, L.P. and subsidiariesAND SUBSIDIARIES
Schedule III
Consolidated Real Estate and Accumulated Depreciation
($ in thousands) Initial CostCost Capitalized
Subsequent to Acquisition/Development		Gross Carrying Amount
Close of Period		    
   Building & Building & Building & AccumulatedYear Built /Year
NameEncumbrancesLandImprovementsLandImprovementsLandImprovementsTotalDepreciationRenovatedAcquired
Operating Properties           
12th Street Plaza *$0 $2,624 $12,892 $0 $755 $2,624 $13,647 $16,271 $4,530 1978/20032012
54th & College *0 2,672 0 0 0 2,672 0 2,672 0 2008NA
Bayonne Crossing42,113 47,809 43,960 0 917 47,809 44,877 92,686 12,397 20112014
Bayport Commons *0 7,005 20,776 0 4,109 7,005 24,886 31,891 8,162 2008NA
Belle Isle *0 9,130 41,167 0 5,968 9,130 47,135 56,265 12,409 20002015
Bridgewater Marketplace *0 3,407 8,602 0 1,244 3,407 9,845 13,252 3,708 2008NA
Burlington Coat Factory *0 0 2,773 0 29 0 2,802 2,802 2,093 1992/20002000
Castleton Crossing *0 9,761 28,052 0 944 9,761 28,996 38,757 8,212 19752013
Chapel Hill Shopping Center18,250 0 35,109 0 1,856 0 36,965 36,965 9,380 20012015
City Center *0 20,565 180,007 0 4,690 20,565 184,697 205,262 46,121 20182014
Centennial Center70,455 58,960 72,676 0 4,720 58,960 77,396 136,356 25,247 20022014
Centennial Gateway23,962 5,305 48,739 0 576 5,305 49,315 54,620 12,364 20052014
Centre Point Commons14,410 2,918 22,310 0 132 2,918 22,441 25,359 5,790 20072014
Cobblestone Plaza *0 11,221 45,028 0 2,849 11,221 47,877 59,098 13,852 2011NA
Colonial Square *0 7,521 18,696 0 2,138 7,521 20,834 28,355 5,009 20102014
Colleyville Downs *0 5,446 38,533 0 2,064 5,446 40,597 46,043 12,875 20142015
Cool Creek Commons *0 6,062 13,428 0 3,802 6,062 17,229 23,291 7,192 2005NA
Cool Springs Market *0 12,644 22,870 40 6,449 12,684 29,319 42,003 10,152 19952013
Crossing at Killingly Commons *0 21,999 34,968 0 (5)21,999 34,963 56,962 10,252 20102014
Delray Marketplace55,110 18,750 88,421 1,284 4,960 20,034 93,381 113,415 24,378 2013NA
DePauw University Bookstore & Café0 64 663 0 45 64 708 772 416 2012NA
Draper Crossing *0 9,054 27,241 0 894 9,054 28,134 37,188 8,171 20122014
Draper Peaks *0 11,498 47,125 522 4,135 12,020 51,260 63,280 11,529 20122014
Eastern Beltway Center34,100 23,221 45,725 0 4,675 23,221 50,400 73,621 11,620 1998/20062014
Eastgate Crossing0 4,244 59,326 0 0 4,244 59,326 63,570 0 1958/20072020
Eastgate Pavilion *0 8,026 18,763 0 904 8,026 19,667 27,693 9,224 19952004
Eddy Street Commons0 1,900 37,051 0 1,154 1,900 38,205 40,105 13,599 2009NA
Estero Town Commons *0 8,973 9,960 0 989 8,973 10,949 19,922 4,077 2006NA
Fishers Station *0 4,008 15,607 0 73 4,008 15,680 19,688 5,215 2018NA
December 31, 2022

(in thousands)
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  Initial CostCost Capitalized
Subsequent to Acquisition/Development		Gross Carrying Amount
Close of Period		    
   Building & Building & Building & AccumulatedYear Built /Year
NameEncumbrancesLandImprovementsLandImprovementsLandImprovementsTotalDepreciationRenovatedAcquired
Operating Properties (continued)           
Geist Pavilion *$0 $1,368 $8,280 $0 $2,362 $1,368 $10,642 $12,010 $4,898 2006NA
Greyhound Commons *0 2,629 794 0 863 2,629 1,657 4,286 942 2005NA
Holly Springs Towne Center *0 12,319 45,904 0 4,783 12,319 50,688 63,007 11,499 2013NA
Holly Springs Towne Center - Phase II *0 11,590 49,006 0 1,455 11,590 50,461 62,051 8,159 2016NA
Hunters Creek Promenade *0 8,335 12,681 179 1,151 8,514 13,831 22,345 3,685 19942013
Indian River Square *0 5,100 6,305 1,100 1,924 6,200 8,229 14,429 3,251 1997/20042005
International Speedway Square *0 7,424 12,840 0 6,875 7,424 19,715 27,139 11,267 1999NA
King's Lake Square *0 4,519 15,405 0 1,698 4,519 17,103 21,622 8,698 1986/20142003
Kingwood Commons *0 5,715 30,668 0 249 5,715 30,916 36,631 11,185 19992013
Lake City Commons0 3,415 10,242 0 365 3,415 10,608 14,023 3,415 20082014
Lake City Commons - Phase II *0 1,277 2,225 0 (124)1,277 2,102 3,379 486 20112014
Lake Mary Plaza0 1,413 8,706 0 160 1,413 8,866 10,279 2,071 20092014
Lithia Crossing *0 3,065 7,611 0 6,248 3,065 13,859 16,924 5,443 1994/20032011
Market Street Village *0 9,764 16,360 0 3,052 9,764 19,412 29,176 8,557 1970/20042005
Miramar Square31,625 26,492 30,847 389 11,331 26,880 42,178 69,058 9,986 20082014
Mullins Crossing *0 10,582 42,140 0 6,233 10,582 48,373 58,955 14,063 20052014
Naperville Marketplace0 5,364 11,475 0 160 5,364 11,634 16,998 4,328 2008NA
Nora Plaza03,790 21,310 0 2,150 3,790 23,460 27,249 2,077 20042019
Northcrest Shopping Center0 4,044 33,684 0 1,284 4,044 34,968 39,012 8,101 20082014
Northdale Promenade *0 1,718 27,292 0 161 1,718 27,453 29,171 12,891 2017NA
Oleander Place *0 863 5,935 0 285 863 6,220 7,083 2,522 20122011
Parkside Town Commons - Phase I *0 3,108 42,194 (60)711 3,047 42,905 45,952 11,279 2015N/A
Parkside Town Commons - Phase II *0 20,722 66,524 0 9,828 20,722 76,352 97,074 15,245 2017N/A
Perimeter Woods *0 8,993 27,277 0 1,937 8,993 29,213 38,206 6,857 20082014
Pine Ridge Crossing *— 5,640 16,885 0 3,981 5,640 20,866 26,506 8,278 19942006
Plaza at Cedar Hill *0 5,782 36,649 0 11,784 5,782 48,433 54,215 22,537 20002004
Pleasant Hill Commons0 3,350 10,116 0 356 3,350 10,472 13,822 3,292 20082014
Portofino Shopping Center *0 4,754 75,221 0 19,144 4,754 94,366 99,120 30,615 19992013
Publix at Woodruff *0 1,783 6,361 0 869 1,783 7,230 9,013 3,697 19972012
Rampart Commons8,816 1,136 42,726 0 592 1,136 43,318 44,454 11,926 20182014
Rangeline Crossing *0 2,006 18,020 0 619 2,006 18,639 20,645 7,580 1986/2013NA

F-42

  Initial CostCost Capitalized
Subsequent to Acquisition/Development		Gross Carrying Amount
Close of Period		    
   Building & Building & Building & AccumulatedYear Built /Year
NameEncumbrancesLandImprovementsLandImprovementsLandImprovementsTotalDepreciationRenovatedAcquired
Operating Properties (continued)           
Riverchase Plaza *$0 $3,889 $11,389 $0 $1,136 $3,889 $12,525 $16,414 $5,351 1991/20012006
Rivers Edge *0 5,647 31,347 0 1,938 5,647 33,285 38,932 11,614 20112008
Saxon Crossing11,400 3,764 16,762 0 578 3,764 17,340 21,104 5,069 20092014
Shoppes at Plaza Green *0 3,749 23,011 0 2,184 3,749 25,195 28,944 9,554 20002012
Shoppes of Eastwood *0 1,688 8,949 0 504 1,688 9,454 11,142 3,691 19972013
Shops at Eagle Creek *0 3,668 8,760 0 5,234 3,668 13,994 17,662 6,123 19982003
Shops at Julington Creek4,785 2,372 7,300 0 260 2,372 7,561 9,933 1,537 20112014
Shops at Moore21,300 6,284 23,348 0 1,200 6,284 24,548 30,832 5,451 20102014
Silver Springs Pointe0 7,580 4,992 0 321 7,580 5,313 12,893 1,605 20012014
Stoney Creek Commons *0 628 3,700 0 5,913 628 9,614 10,242 4,107 2000NA
Sunland Towne Centre *0 14,774 22,528 0 3,540 14,774 26,068 40,842 12,047 19962004
Tarpon Bay Plaza *0 4,273 23,001 0 4,452 4,273 27,454 31,727 8,350 2007NA
The Corner14,750 3,772 24,642 0 28 3,772 24,669 28,441 5,970 20082014
The Landing at Tradition *0 18,505 46,210 0 2,980 18,505 49,191 67,696 10,922 20072014
Toringdon Market *0 5,448 8,703 0 622 5,448 9,325 14,773 2,734 20042013
Traders Point *0 9,443 34,697 0 3,403 9,443 38,100 47,543 20,127 2005NA
Traders Point II *0 2,376 6,363 0 914 2,376 7,277 9,653 3,281 2005NA
Tradition Village Center *0 3,140 14,826 0 632 3,140 15,458 18,598 3,943 20062014
Waterford Lakes Village *0 2,317 6,347 0 602 2,317 6,949 9,266 3,138 19972004
Waxahachie Crossing0 1,411 15,552 0 100 1,411 15,652 17,063 3,429 20102014
Westside Market *0 4,194 17,723 0 427 4,194 18,150 22,344 3,707 20132014
Total Operating Properties351,076 621,773 2,142,304 3,452 200,519 625,225 2,342,823 2,968,048 688,558   

 Initial CostCost Capitalized
Subsequent to Acquisition/Development		Gross Carrying Amount
Close of Period		    
NameEncumbrancesLandBuilding &
Improvements		LandBuilding &
Improvements		LandBuilding &
Improvements		TotalAccumulated
Depreciation		Year Built /
Renovated		Year
Acquired
Operating Properties           
12th Street Plaza$— $2,624 $12,872 $— $765 $2,624 $13,637 $16,261 $5,447 1978/20032012
54th & College— 2,672 — — — 2,672 — 2,672 — 2008NA
Arcadia Village— 8,487 11,710 — 129 8,487 11,839 20,326 997 19572021
Ashland & Roosevelt— 9,806 25,531 — 44 9,806 25,575 35,381 2,016 20022021
Avondale Plaza— 6,723 10,073 — 33 6,723 10,106 16,829 699 20052021
Bayonne Crossing— 47,809 43,747 — 2,052 47,809 45,798 93,607 15,892 20112014
Bayport Commons— 7,005 20,705 — 4,601 7,005 25,306 32,311 9,936 2008NA
Bed Bath & Beyond Plaza— 4,540 13,131 — 112 4,540 13,244 17,784 1,073 20002021
Belle Isle Station— 9,130 41,112 — 6,904 9,130 48,016 57,146 17,484 20002015
Bridgewater Marketplace— 3,407 8,595 — 1,326 3,407 9,921 13,328 4,447 2008NA
Burlington*— — 2,773 — 29 — 2,802 2,802 2,747 1992/20002000
Castleton Crossing— 9,761 26,974 — 1,030 9,761 28,005 37,766 9,439 19752013
Cedar Park Town Center— 9,032 25,909 — 90 9,032 25,999 35,031 1,354 20132021
Centennial Center70,455 58,960 72,190 — 7,275 58,960 79,465 138,425 34,096 20022014
Centennial Gateway23,962 5,305 48,559 — 906 5,305 49,465 54,770 16,272 20052014
Central Texas Marketplace— 15,711 30,122 — 1,102 15,711 31,225 46,936 2,749 20042021
Centre at Laurel— 6,122 34,661 — 225 6,122 34,886 41,008 2,435 20052021
Centre Point Commons*— 2,918 22,285 — 392 2,918 22,676 25,594 7,583 20072014
Chantilly Crossing— 12,309 17,649 — 349 12,309 17,998 30,307 1,313 20042021
Chapel Hill Shopping Center*18,250 — 34,979 — 2,312 — 37,291 37,291 13,018 20012015
Circle East— 1,188 24,122 — — 1,188 24,122 25,310 915 1998/20222021
City Center— 20,565 179,714 — 4,849 20,565 184,563 205,128 61,467 20182014
Clearlake Shores Shopping Center— 3,845 6,622 — 177 3,845 6,799 10,644 555 20032021
Coal Creek Marketplace— 9,397 11,664 — 54 9,397 11,718 21,115 1,005 19912021
Cobblestone Plaza— 10,374 44,608 — 3,113 10,374 47,721 58,095 16,598 2011NA
Colleyville Downs— 5,446 38,533 — 2,712 5,446 41,245 46,691 17,617 20142015
Colonial Square— 7,521 18,696 — 2,846 7,521 21,542 29,063 6,653 20102014
Colony Square— 20,300 18,838 — 449 20,300 19,288 39,588 1,960 19972021
Commons at Temecula— 18,966 44,730 — 302 18,966 45,032 63,998 4,017 19992021
Cool Creek Commons— 6,062 12,769 — 5,226 6,062 17,995 24,057 8,050 2005NA
Cool Springs Market— 12,644 22,852 40 7,170 12,684 30,022 42,706 13,416 19952013
Coppell Town Center— 5,052 11,286 — 104 5,052 11,390 16,442 982 19992021
Coram Plaza— 6,992 23,021 — 91 6,992 23,112 30,104 1,702 20042021
Crossing at Killingly Commons— 21,999 34,968 — 1,084 21,999 36,051 58,050 13,477 20102014
F-43

  Initial Cost
Cost Capitalized
Subsequent to Acquisition/Development
Gross Carrying Amount
Close of Period		    
   Building & Building & Building & AccumulatedYear Built /Year
NameEncumbrancesLandImprovementsLandImprovementsLandImprovementsTotalDepreciationRenovatedAcquired
Office Properties           
Thirty South *$0 $1,643 $9,536 $0 $21,922 $1,643 $31,457 $33,100 $14,246 1905/20022001
Pan Am Plaza Garage *0 0 29,536 0 276 0 29,813 29,813 7,761 19862019
Union Station Parking Garage *0 904 2,650 0 1,857 904 4,506 5,410 2,057 19862001
Total Office Properties0 2,547 41,722 0 24,055 2,547 65,777 68,324 24,064   
Development and Redevelopment Properties          
Eddy Street Commons - Phase II04,188 5,642 0 0 4,188 5,642 9,830 267 NANA
Glendale Town Center*0 1,307 43,221 0 4,148 1,307 47,369 48,676 32,685 NANA
Hamilton Crossing Centre*0 5,531 10,339 0 63 5,531 10,403 15,934 4,471 NANA
The Corner *0 304 4,145 0 0 304 4,145 4,449 0 NANA
Total Development and Redevelopment Properties0 11,329 63,347 0 4,211 11,329 67,558 78,888 37,423   
Other **           
Bridgewater Marketplace *0 1,722 0 0 0 1,722 0 1,722 0 NANA
KRG Development0 0 716 0 0 0 716 716 74 NANA
KRG New Hill *0 1,812 0 0 0 1,812 0 1,812 0 NANA
KRG Peakway0 5,777 0 0 0 5,777 0 5,777 0 NANA
Pan Am Plaza0 11,694 0 0 0 11,694 0 11,694 0 NANA
Total Other0 21,006 716 0 0 21,006 716 21,722 74   
Line of credit/Term Loan/Unsecured notes825,000 0 0 0 0 0 0 0 0 NANA
Grand Total$1,176,076 $656,655 $2,248,089 $3,452 $228,785 $660,107 $2,476,874 $3,136,982 $750,119   
____________________
*This property or a portion of the property is included as an unencumbered asset used in calculating our line of credit borrowing base.
**This category generally includes land held for development.  We also have certain additional land parcels at our development and operating properties, which amounts are included elsewhere in this table.
  Initial CostCost Capitalized
Subsequent to Acquisition/Development		Gross Carrying Amount
Close of Period		   
NameEncumbrancesLandBuilding &
Improvements		LandBuilding &
Improvements		LandBuilding &
Improvements		TotalAccumulated
Depreciation		Year Built /
Renovated		Year
Acquired
Operating Properties (continued)           
Cypress Mill Plaza$— $6,320 $10,111 $— $71 $6,320 $10,182 $16,502 $804 20042021
Davis Towne Crossing— 995 8,969 — 129 995 9,098 10,093 657 20032021
Delray Marketplace28,293 18,750 86,955 1,284 7,739 20,034 94,694 114,728 30,497 2013NA
Denton Crossing— 8,257 39,188 — 403 8,257 39,591 47,848 3,309 20032021
DePauw University Bookstore & Café*— 64 663 — 45 64 708 772 511 2012NA
Downtown Crown— 25,759 77,137 — 1,241 25,759 78,377 104,136 3,925 20142021
Draper Crossing— 9,054 27,142 — 2,104 9,054 29,246 38,300 10,707 20122014
Draper Peaks— 11,498 46,910 522 5,829 12,020 52,739 64,759 15,255 20122014
East Stone Commons*— 3,766 21,920 — 143 3,766 22,063 25,829 1,848 20052021
Eastern Beltway34,100 23,221 45,595 — 7,672 23,221 53,267 76,488 15,658 1998/20062014
Eastgate Crossing— 4,244 59,142 — 4,227 4,244 63,369 67,613 5,015 1958/20072020
Eastgate Pavilion— 8,026 18,588 — 1,008 8,026 19,596 27,622 9,768 19952004
Eastside— 3,305 12,199 — 7 3,305 12,207 15,512 782 20082021
Eastwood Towne Center— 3,242 56,143 — 1,510 3,242 57,653 60,895 4,733 20022021
Eddy Street Commons*— 2,186 48,316 — 3,828 2,186 52,143 54,329 15,397 2009/2022NA
Edwards Multiplex— 22,583 28,710 — — 22,583 28,710 51,293 2,327 19972021
Estero Town Commons— 8,973 9,947 — 976 8,973 10,923 19,896 4,791 2006NA
Fairgrounds Plaza— 12,690 15,254 — 94 12,690 15,348 28,038 1,132 20022021
Fishers Station— 4,008 15,705 — 227 4,008 15,931 19,939 6,756 2018NA
Fordham Place— 41,993 102,467 — 303 41,993 102,770 144,763 6,081 1920/20092021
Fort Evans Plaza II— 14,110 39,623 — 1,542 14,110 41,164 55,274 2,640 20082021
Fullerton Metrocenter— 55,794 43,032 — 1,046 55,794 44,078 99,872 3,896 19882021
Galvez Shopping Center— 494 4,966 — 145 494 5,112 5,606 375 20042021
Gardiner Manor Mall— 29,521 20,129 — 531 29,521 20,660 50,181 1,962 20002021
Gateway Pavillions— 44,167 10,414 — 972 44,167 11,386 55,553 1,540 20032021
Gateway Plaza— 15,608 23,115 — 489 15,608 23,604 39,212 2,552 20002021
Gateway Station— 10,679 10,590 — 287 10,679 10,878 21,557 860 20032021
Gateway Village— 32,045 33,371 — 186 32,045 33,556 65,601 2,931 19962021
Geist Pavilion— 1,368 7,485 — 2,770 1,368 10,254 11,622 4,975 2006NA
Gerry Centennial Plaza— 3,448 10,316 — 17 3,448 10,333 13,781 1,143 20062021
Grapevine Crossing— 7,021 11,946 — 359 7,021 12,305 19,326 1,069 20012021
Green's Corner— 4,836 13,845 — 101 4,836 13,946 18,782 1,262 19972021
Greyhound Commons— 2,629 794 — 1,090 2,629 1,884 4,513 1,107 2005NA
Gurnee Town Center— 7,348 20,772 — 94 7,348 20,866 28,214 1,931 20002021
Henry Town Center— 9,446 49,835 — 655 9,446 50,490 59,936 4,437 20022021
Heritage Square— 11,373 16,180 — 340 11,373 16,519 27,892 1,394 19852021
Heritage Towne Crossing— 5,720 14,789 — 70 5,720 14,859 20,579 1,196 20022021
Holly Springs Towne Center— 22,324 94,582 — 7,204 22,324 101,786 124,110 26,800 2013NA
Home Depot Center*— — 20,122 — 19 — 20,141 20,141 1,642 19962021
F-44

Initial CostCost Capitalized
Subsequent to Acquisition/Development		Gross Carrying Amount
Close of Period
NameEncumbrancesLandBuilding &
Improvements		LandBuilding &
Improvements		LandBuilding &
Improvements		TotalAccumulated
Depreciation		Year Built /
Renovated		Year
Acquired
Operating Properties (continued)
Huebner Oaks$— $19,423 $36,062 $— $421 $19,423 $36,483 $55,906 $2,825 19962021
Humblewood Shopping Center— 3,921 10,873 — 438 3,921 11,311 15,232 858 1979/20052021
Hunter's Creek Promenade— 8,017 12,670 179 1,781 8,196 14,451 22,647 4,816 19942013
Indian River Square— 4,000 5,989 1,100 5,529 5,100 11,518 16,618 3,678 1997/20042005
International Speedway Square— 7,157 12,840 — 8,531 7,157 21,371 28,528 12,883 1999NA
Jefferson Commons— 23,356 20,068 — 1,293 23,356 21,361 44,717 2,003 20052021
John's Creek Village— 7,668 39,697 — 1,065 7,668 40,762 48,430 3,041 20042021
King's Lake Square— 4,519 12,393 — 1,739 4,519 14,133 18,652 6,870 1986/20142003
Kingwood Commons— 5,715 28,807 — 172 5,715 28,979 34,694 11,987 19992013
La Plaza Del Norte— 18,113 32,803 — 408 18,113 33,211 51,324 2,884 19962021
Lake City Commons— 4,693 11,453 — 79 4,693 11,532 16,225 3,497 20082014
Lake Mary Plaza— 1,413 8,719 — 291 1,413 9,010 10,423 2,640 20092014
Lake Worth Towne Crossing— 6,228 28,776 — 127 6,228 28,903 35,131 2,097 20052021
Lakewood Towne Center— 32,864 31,493 — 852 32,864 32,345 65,209 3,149 20022021
Lincoln Park— 14,757 40,292 — 714 14,757 41,006 55,763 3,531 19972021
Lincoln Plaza— 6,239 38,473 — 5,014 6,239 43,486 49,725 3,622 20012021
Lithia Crossing— 3,065 9,958 — 3,380 3,065 13,338 16,403 6,021 1994/20032011
Lowe's/Bed Bath & Beyond— 19,894 — — — 19,894 — 19,894 — 20052021
MacArthur Crossing— 11,190 31,334 — 1,564 11,190 32,898 44,088 1,814 19952021
Main Street Promenade— 2,630 60,911 — (191)2,630 60,720 63,350 3,072 20032021
Manchester Meadows— 10,788 30,434 — 44 10,788 30,478 41,266 3,232 19942021
Mansfield Towne Crossing— 2,966 14,369 — 443 2,966 14,812 17,778 1,152 20032021
Market Street Village— 9,764 16,360 — 4,345 9,764 20,705 30,469 10,001 1970/20042005
Merrifield Town Center— 5,186 41,338 — 144 5,186 41,482 46,668 2,619 20082021
Merrifield Town Center II— 19,614 23,042 — — 19,614 23,042 42,656 1,387 1972/20072021
Miramar Square— 26,492 30,742 389 9,775 26,880 40,517 67,397 10,505 20082014
Mullins Crossing*— 10,582 42,188 — 6,624 10,582 48,813 59,395 17,833 20052014
Naperville Marketplace— 5,364 11,377 — 160 5,364 11,537 16,901 4,935 2008NA
New Forest Crossing— 7,175 12,076 — 272 7,175 12,348 19,523 1,078 20032021
New Hyde Park Shopping Center— 10,792 9,766 — 488 10,792 10,254 21,046 642 1964/20112021
Newnan Crossing— 6,616 41,150 — 1,001 6,616 42,151 48,767 3,889 19992021
Newton Crossroads— 1,004 10,821 — 1 1,004 10,822 11,826 948 19972021
Nora Plaza3,458 3,790 21,072 5,002 13,611 8,792 34,683 43,475 5,384 20042019
North Benson Center— 16,632 9,858 — 308 16,632 10,166 26,798 949 19882021
Northcrest Shopping Center— 4,044 33,921 — 1,144 4,044 35,066 39,110 10,829 20082014
Northdale Promenade— 1,718 27,481 — (539)1,718 26,943 28,661 15,356 2017NA
Northgate North23,010 20,063 48,746 — 2,117 20,063 50,863 70,926 4,326 19992021
Northpointe Plaza— 15,964 35,592 — 368 15,964 35,960 51,924 3,037 19912021
Oak Brook Promenade— 6,753 49,137 — 1,409 6,753 50,546 57,299 3,793 20062021
F-45

Initial CostCost Capitalized
Subsequent to Acquisition/Development		Gross Carrying Amount
Close of Period
NameEncumbrancesLandBuilding &
Improvements		LandBuilding &
Improvements		LandBuilding &
Improvements		TotalAccumulated
Depreciation		Year Built /
Renovated		Year
Acquired
Operating Properties (continued)
Oleander Place*$— $847 $5,846 $— $192 $847 $6,038 $6,885 $3,024 20122011
One Loudoun Downtown— 74,400 236,043 — 1,743 74,400 237,785 312,185 13,588 2013/20222021
Oswego Commons— 5,746 8,311 — 117 5,746 8,428 14,174 878 20022021
Palms Plaza— 12,049 24,494 — 257 12,049 24,752 36,801 908 19882022
Paradise Valley Marketplace— 6,889 35,823 — 151 6,889 35,975 42,864 2,792 20022021
Parkside Town Commons— 21,796 108,611 (60)10,349 21,736 118,960 140,696 35,254 2015N/A
Parkway Towne Crossing— 15,099 28,562 — 346 15,099 28,908 44,007 1,835 20102021
Pavilion at King's Grant— 5,086 39,804 — 1,354 5,086 41,158 46,244 3,604 20022021
Pebble Marketplace— 7,504 34,548 — 411 7,504 34,959 42,463 1,157 19972022
Pelham Manor Shopping Plaza*— — 42,293 — 497 — 42,789 42,789 2,621 20082021
Peoria Crossing— 18,879 16,304 — 676 18,879 16,980 35,859 1,674 20022021
Perimeter Woods— 6,893 27,277 — 1,828 6,893 29,105 35,998 9,004 20082014
Pine Ridge Crossing— 5,640 16,985 — 5,268 5,640 22,253 27,893 9,580 19942006
Plaza at Cedar Hill— 5,782 34,294 — 17,410 5,782 51,704 57,486 23,804 20002004
Plaza at Marysville— 6,710 18,509 — 18 6,710 18,527 25,237 1,648 19952021
Pleasant Hill Commons— 3,350 10,076 — (611)3,350 9,465 12,815 2,882 20082014
Pleasant Run Towne Crossing— 4,465 24,945 — 609 4,465 25,554 30,019 2,094 20042021
Portofino Shopping Center— 4,721 75,011 — 19,164 4,721 94,175 98,896 35,805 19992013
Publix at Woodruff— 1,783 6,361 — 875 1,783 7,236 9,019 4,553 19972012
Rampart Commons7,336 1,136 42,174 — 750 1,136 42,924 44,060 15,602 20182014
Rangeline Crossing— 1,981 18,037 — 4,554 1,981 22,591 24,572 8,091 1986/2013NA
Reisterstown Road Plaza— 16,578 30,674 — 2,651 16,578 33,324 49,902 2,863 1986/20182021
Riverchase Plaza— 3,889 11,404 — 1,205 3,889 12,610 16,499 6,168 1991/20012006
Rivers Edge— 5,647 29,698 — 1,569 5,647 31,266 36,913 11,304 20112008
Rivery Towne Crossing— 5,230 2,430 — 996 5,230 3,426 8,656 273 20052021
Royal Oaks Village II— 3,462 9,092 — 709 3,462 9,802 13,264 770 20042021
Sawyer Heights Village— 18,720 19,644 — 44 18,720 19,688 38,408 1,346 20072021
Saxon Crossing— 3,764 15,430 — 734 3,764 16,164 19,928 4,902 20092014
Shoppes at Hagerstown— 6,796 16,038 — 264 6,796 16,302 23,098 1,126 20082021
Shoppes at Plaza Green— 3,749 23,853 — 1,827 3,749 25,680 29,429 10,278 20002012
Shoppes at Quarterfield— 4,105 8,708 — — 4,105 8,708 12,813 279 1999/20222021
Shoppes of Eastwood— 1,688 8,934 — 984 1,688 9,918 11,606 4,649 19972013
Shoppes of New Hope— 2,107 10,750 — 34 2,107 10,784 12,891 806 20042021
Shoppes of Prominence Point— 2,945 11,418 — 164 2,945 11,583 14,528 969 20042021
Shops at Eagle Creek— 2,121 8,728 — 4,345 2,121 13,073 15,194 6,594 19982003
Shops at Forest Commons— 1,616 9,358 — 431 1,616 9,789 11,405 758 20022021
Shops at Julington Creek— 2,372 7,300 — 288 2,372 7,588 9,960 2,037 20112014
Shops at Moore— 6,284 23,842 — 2,228 6,284 26,071 32,355 7,328 20102014
Shops at Park Place— 8,042 18,478 — 50 8,042 18,528 26,570 1,598 20012021
F-46

  Initial CostCost Capitalized
Subsequent to Acquisition/Development		Gross Carrying Amount
Close of Period		    
NameEncumbrancesLandBuilding &
Improvements		LandBuilding &
Improvements		LandBuilding &
Improvements		TotalAccumulated
Depreciation		Year Built /
Renovated		Year
Acquired
Operating Properties (continued)           
Silver Springs Pointe$— $7,580 $4,947 $— $311 $7,580 $5,258 $12,838 $2,095 20012014
Southlake Corners— 7,998 16,648 — 169 7,998 16,817 24,815 1,553 20042021
Southlake Town Square— 19,534 322,477 — 8,872 19,534 331,348 350,882 27,467 19982021
Stilesboro Oaks— 3,712 11,374 — 60 3,712 11,434 15,146 988 19972021
Stonebridge Plaza— 1,923 7,939 — 20 1,923 7,959 9,882 663 19972021
Stoney Creek Commons— 628 3,700 — 5,913 628 9,613 10,241 5,088 2000NA
Sunland Towne Centre— 14,774 22,542 — 4,370 14,774 26,912 41,686 13,090 19962004
Tacoma South— 30,058 3,358 — 26 30,058 3,384 33,442 304 19842021
Target South Center— 2,581 9,631 — — 2,581 9,631 12,212 839 19992021
Tarpon Bay Plaza— 3,855 23,796 — 3,114 3,855 26,910 30,765 10,032 2007NA
The Brickyard— 29,389 19,616 — 251 29,389 19,867 49,256 1,958 1977/20042021
The Corner14,750 3,772 24,609 — 42 3,772 24,651 28,423 7,131 20082014
The Landing at Tradition— 17,605 46,217 — 8,261 17,605 54,478 72,083 14,991 20072014
The Shoppes at Union Hill10,007 9,876 46,428 — 488 9,876 46,916 56,792 3,536 20032021
The Shops at Legacy— 14,864 119,901 — 1,596 14,864 121,497 136,361 9,782 20022021
Tollgate Marketplace— 11,963 65,457 — 3,404 11,963 68,861 80,824 5,733 1979/19942021
Toringdon Market— 5,448 9,539 — 423 5,448 9,962 15,410 3,636 20042013
Towson Square— 1,412 27,429 — 38 1,412 27,467 28,879 1,780 20142021
Traders Point— 11,135 42,894 — 2,469 11,135 45,364 56,499 25,916 2005NA
Tradition Village Center— 3,140 14,759 — 1,013 3,140 15,772 18,912 5,229 20062014
Tysons Corner— 13,334 10,483 — 28 13,334 10,511 23,845 584 1980/20132021
Village Shoppes at Simonton— 1,627 11,941 — 25 1,627 11,966 13,593 946 20042021
Walter's Crossing— 13,056 20,699 — 3,206 13,056 23,905 36,961 1,545 20052021
Watauga Pavilion— 5,511 24,169 — 83 5,511 24,251 29,762 1,879 20032021
Waterford Lakes Village— 2,317 6,324 — 3,004 2,317 9,328 11,645 5,729 19972004
Waxahachie Crossing— 1,411 15,698 — (257)1,411 15,441 16,852 4,195 20102014
Winchester Commons— 2,119 9,612 — 11 2,119 9,623 11,742 912 19992021
Woodinville Plaza— 24,722 30,185 — 689 24,722 30,873 55,595 2,634 19812021
Total Operating Properties233,621 1,834,931 5,248,506 8,454 320,357 1,843,385 5,568,863 7,412,248 1,088,947   
F-47

  Initial CostCost Capitalized
Subsequent to Acquisition/Development		Gross Carrying Amount
Close of Period		    
NameEncumbrancesLandBuilding &
Improvements		LandBuilding &
Improvements		LandBuilding &
Improvements		TotalAccumulated
Depreciation		Year Built /
Renovated		Year
Acquired
Office and Other Properties           
Thirty South Meridian$— $1,643 $9,663 $— $24,794 $1,643 $34,457 $36,100 $17,651 1905/20022001
Pan Am Plaza Garage— — 28,035 — 126 — 28,161 28,161 16,057 19862019
Union Station Parking Garage— 904 2,650 — 2,281 904 4,931 5,835 2,390 19862001
Total Office Properties— 2,547 40,347 — 27,202 2,547 67,549 70,096 36,099   
Development and Redevelopment Projects          
Carillon— 28,239 3,714 — 25,966 28,239 29,680 57,919 338 20042021
Glendale Town Center— 1,494 44,063 (187)17,640 1,307 61,704 63,011 35,764 N/AN/A
Hamilton Crossing Centre— 3,514 2,017 (19)103 3,495 2,121 5,616 — N/AN/A
One Loudoun – Uptown— 92,452 — — 2 92,452 2 92,454 — N/A2021
The Corner— — — — 175 — 175 175 — N/AN/A
The Landing at Tradition – Phase II— — — — 6,527 — 6,527 6,527 — N/AN/A
Total Development and Redevelopment Projects— 125,700 49,795 (206)50,413 125,493 100,208 225,701 36,102   
Other **           
Bridgewater Marketplace— 1,103 — 291 — 1,394 — 1,394 — N/AN/A
KRG Development— — — — — — — — — N/AN/A
KRG New Hill— 1,824 — 37 — 1,861 — 1,861 — N/AN/A
KRG Peakway— 3,833 — — — 3,833 — 3,833 — N/AN/A
Pan Am Plaza— 14,044 — 3,396 — 17,440 — 17,440 — N/AN/A
Total Other— 20,805 — 3,723 — 24,528 — 24,528 —   
Line of credit/Term loans/Unsecured notes2,744,635 — — — — — — — — N/AN/A
Grand Total$2,978,256 $1,983,982 $5,338,648 $11,971 $397,972 $1,995,953 $5,736,620 $7,732,573 $1,161,148   
*    This property or a portion of the property is subject to a ground lease for the land.
**    This category generally includes land held for development. We also have certain additional land parcels at our development and operating properties, which amounts are included elsewhere in this table.
F-48

Kite Realty Group Trust and Kite Realty Group,KITE REALTY GROUP TRUST AND KITE REALTY GROUP, L.P. and subsidiariesAND SUBSIDIARIES
Notes to Schedule III
Consolidated Real Estate and Accumulated Depreciation
($ in thousands)

NoteNOTE 1. Reconciliation of Investment Properties
RECONCILIATION OF INVESTMENT PROPERTIES
The changes in investment properties of the Company for the years ended December 31, 2020, 2019,2022, 2021, and 20182020 are as follows:
202020192018
Balance, beginning of year$3,079,616 $3,633,376 $3,949,431 
Acquisitions63,570 57,494 0 
Improvements39,544 52,713 68,349 
Impairment0 (56,948)(73,198)
Disposals(45,748)(607,019)(311,206)
Balance, end of year$3,136,982 $3,079,616 $3,633,376 
Year Ended December 31,
202220212020
Balance, beginning of year$7,584,735 $3,136,982 $3,079,616 
Acquisitions related to the Merger(16,672)4,440,768 — 
Acquisitions99,064 15,263 63,570 
Improvements152,165 54,323 39,544 
Disposals(86,719)(62,601)(45,748)
Balance, end of year$7,732,573 $7,584,735 $3,136,982 
The unaudited aggregate cost of investment properties for U.S. federal tax purposes as of December 31, 20202022 was $2.3$8.0 billion.

NoteNOTE 2. Reconciliation of Accumulated Depreciation
RECONCILIATION OF ACCUMULATED DEPRECIATION
The changes in accumulated depreciation of the Company for the years ended December 31, 2020, 2019,2022, 2021, and 20182020 are as follows:
202020192018
Balance, beginning of year$661,546 $695,012 $660,276 
Depreciation expense113,973 117,216 132,662 
Impairment0 (19,226)(2,838)
Disposals(25,400)(131,456)(95,088)
Balance, end of year$750,119 $661,546 $695,012 
Year Ended December 31,
202220212020
Balance, beginning of year$879,306 $750,119 $661,546 
Depreciation expense318,809 154,519 113,973 
Disposals(36,967)(25,332)(25,400)
Balance, end of year$1,161,148 $879,306 $750,119 
Depreciation of investment properties reflected in the consolidated statements of operations and comprehensive income is calculated over the estimated original lives of the assets as follows:
Buildings20-3520–35 years
Building improvements10-3510–35 years
Tenant improvementsTerm of related lease
Furniture and Fixturesfixtures5-105–10 years
All other schedules have been omitted because they are inapplicable, not required or the information is included elsewhere in the consolidated financial statements or notes thereto.
F-45F-49