10-K 1 form10k_2013.htm FORM 10-K FOR THE YEAR ENDED DECEMBER 31, 2013 form10k_2013.htm
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
FORM 10-K
 

(Mark One)
   
x
Annual report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
 
For the fiscal year ended December 31, 2013
o
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: 001-32268

Kite Realty Group Trust
(Exact name of registrant as specified in its charter)

Maryland
11-3715772
(State or other jurisdiction of incorporation or organization)
(IRS Employer Identification No.)
   
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)
   
Title of each class
 
Name of each exchange on which registered
Common Shares, $0.01 par value
 
New York Stock Exchange
8.25% Series A Cumulative Redeemable Perpetual Preferred Shares
 
New 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. Yes   x No   o
 
Indicate by check mark if the Registrant is not required to file reports pursuant to Section 13 of Section 15(d) of the Act. Yes   o No   x
 
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. Yes   x No   o
 
Indicate by check mark whether the Registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes   x No   o
 
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of Registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. x
 
Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
 
 
Large accelerated filer
o
 
Accelerated filer
x
 Non-accelerated filer
o
 
Smaller reporting company
o
 
           
(do not check if a smaller reporting company)
       
 
Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Act) Yes   o No   x
 
The aggregate market value of the voting and non-voting common shares held by non-affiliates of the Registrant as the last business day of the Registrant’s most recently completed second quarter was $558 million based upon the closing price of $6.03 per share on the New York Stock Exchange on such date.
 
The number of Common Shares outstanding as of February 21, 2014 was 130,886,126 ($.01 par value).
 
Documents Incorporated by Reference
 
Portions of the Proxy Statement relating to the Registrant’s Annual Meeting of Shareholders, scheduled to be held on May 7, 2014, to be filed with the Securities and Exchange Commission, are incorporated by reference into Part III, Items 10-14 of this Annual Report on Form 10-K as indicated herein.
 

 
 
 

 

 
KITE REALTY GROUP TRUST
Annual Report on Form 10-K
For the Fiscal Year Ended
December 31, 2013
 
 
TABLE OF CONTENTS
 
     
Page
       
       
Item No.
   
     
Part I
   
       
 
1.
Business
3
 
1A.
Risk Factors
10
 
1B.
Unresolved Staff Comments
26
 
2.
Properties
27
 
3.
Legal Proceedings
39
 
4.
Mine Safety Disclosures
39
     
Part II
   
       
 
5.
Market for the Registrant’s Common Equity, Related Shareholder Matters and Issuer Purchases of Equity Securities
3740
 
6.
Selected Financial Data
43
 
7.
Management’s Discussion and Analysis of Financial Condition and Results of Operations
44
 
7A.
Quantitative and Qualitative Disclosures about Market Risk
69
 
8.
Financial Statements and Supplementary Data
69
 
9.
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
70
 
9A.
Controls and Procedures
70
 
9B.
Other Information
71
     
Part III
   
       
 
10.
Trustees, Executive Officers and Corporate Governance
71
 
11.
Executive Compensation
71
 
12.
Security Ownership of Certain Beneficial Owners and Management and Related Shareholder Matters
71
 
13.
Certain Relationships and Related Transactions and Director Independence
71
 
14.
Principal Accountant Fees and Services
71
     
Part IV
   
       
 
15.
Exhibits, Financial Statement Schedule
73
       
Signatures
74


 
 

 


 
Forward-Looking Statements
 
This Annual Report on Form 10-K, together with other statements and information publicly disseminated by Kite Realty Group Trust (the “Company”), contains certain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”) and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). 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. 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 light of low growth in the U.S. economy;
 
·  
financing risks, including the availability of and costs associated with sources of liquidity;
 
·  
the Company’s ability to refinance, or extend the maturity dates of, its indebtedness;
 
·  
the level and volatility of interest rates;
 
·  
the financial stability of tenants, including their ability to pay rent and the risk of tenant bankruptcies;
 
·  
the competitive environment in which the Company operates;
 
·  
acquisition, disposition, development and joint venture risks, including the pending merger transaction with Inland Diversified Real Estate Trust, Inc.;
 
·  
property ownership and management risks;
 
·  
the Company’s ability to maintain its status as a real estate investment trust (“REIT”) for federal income tax purposes;
 
·  
potential environmental and other liabilities;
 
·  
impairment in the value of real estate property the Company owns;
 
·  
risks related to the geographical concentration of our properties in Indiana, Florida, and Texas;
 
·  
other factors affecting the real estate industry generally; and
 
·  
other risks identified in this Annual Report on Form 10-K and, from time to time, in other reports we file with the Securities and Exchange Commission (the “SEC”) or in other documents that we publicly disseminate.
 
 
The Company undertakes no obligation to publicly update or revise these forward-looking statements, whether as a result of new information, future events or otherwise.
 
 

 
2

 
 
 
 
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 full-service, vertically integrated real estate company engaged in the ownership, operation, management, leasing, acquisition, redevelopment, and development of high-quality neighborhood and community shopping centers in selected markets in the United States.
 
The Company was formed in Maryland in 2004 as a REIT.  We conduct all of our business through our Operating Partnership, of which we are the sole general partner. As of December 31, 2013, we held a 95% interest in our Operating Partnership with limited partners owning the remaining 5%.
 
As of December 31, 2013, we owned interests in a portfolio of 66 retail operating properties totaling approximately 11.5 million square feet of gross leasable area (including approximately 3.1 million square feet of non-owned anchor space) located in thirteen states.  Our retail operating portfolio was 95.3% leased to a diversified retail tenant base, with no single retail tenant accounting for more than 4.7% of our total annualized base rent. In the aggregate, our largest 25 tenants accounted for 33.5% of our annualized base rent.  See Item 2, “Properties” for a list of our top 25 tenants by annualized base rent.
 
We also own interests in two commercial operating properties (including the office component of Eddy Street Commons mixed-use property) totaling approximately 0.4 million square feet of net rentable area, both located in the state of Indiana. The leased percentage of our commercial operating portfolio was 95.2% as of December 31, 2013.
 
As of December 31, 2013, we also had an interest in two development projects under construction. Upon completion, these projects are anticipated to have approximately 0.8 million square feet of gross leasable area (including approximately 0.2 million square feet of non-owned anchor space).  In addition, we have one development project pending commencement of construction, which is undergoing preparation for construction to commence, including pre-development and pre-leasing activities.  As of December 31, 2013, this project is expected to contain 0.2 million square feet of total gross leasable area (including non-owned anchor space) upon completion.
 
In addition to our development projects, as of December 31, 2013, we had interests in two redevelopment projects under construction, which are expected to contain 0.2 million square feet of gross leasable area (including non-owned anchor space) upon completion.  Also, we have two redevelopment projects pending commencement of construction, which are expected to contain 0.3 million square feet of total gross leasable area (including non-owned anchor space) upon completion.
 
In addition, as of December 31, 2013, we owned interests in various land parcels totaling approximately 131 acres.  These parcels are classified as “Land held for development” in the accompanying consolidated balance sheets and are expected to be used for future expansion of existing properties, development of new retail or commercial properties or sold to third parties.
 
Significant 2013 Activities
 
Acquisitions
 
During 2013, we successfully completed and integrated the acquisition of the following operating properties:
 
·  
Nine Property Portfolio – In November, we acquired a portfolio of nine retail operating properties located in Florida, Georgia, Texas, and Alabama for a purchase price of $304 million.  The portfolio has an aggregate owned gross leasable area of 2.0 million square feet and was 93.3% leased as of December 31, 2013.  The majority of the centers contain a grocery anchor and are well located within their markets.
 
 
 
 
3

 
 
·  
Toringdon Market – In August, we acquired a 60,000 square foot shopping center in Charlotte, North Carolina for a purchase price of $15.9 million.  This center is anchored by Earth Fare.
 
·  
Castleton Crossing - In May, we acquired a 278,000 square foot shopping center in Indianapolis, Indiana for a purchase price of $39.0 million.  This center is anchored by a number of tenants including TJ Maxx, Home Goods, Burlington Coat Factory, and Shoe Carnival.
 
·  
Cool Springs Market - In April, we acquired a 285,000 square foot shopping center located in Nashville, Tennessee for a purchase price of $37.6 million.  This center is anchored by multiple tenants including Dick’s Sporting Goods, Marshall’s, JoAnn Fabrics, and Staples.
 
·  
Shoppes of Eastwood - In January, we acquired a 69,000 square foot shopping center located in Orlando, Florida for a purchase price of $11.6 million.  This center is anchored by Publix.
 
Development and Redevelopment Activities
 
·  
Delray Marketplace in Delray Beach, FloridaConstruction on this 260,000 square foot development was substantially completed.  This center is anchored by Publix and Frank Theatres along with a number of restaurants and retailers including Burt and Max’s Grille, Charming Charlie, Chico’s, White House | Black Market, Ann Taylor Loft, and Jos. A Bank.  The Company anticipates that total project costs of the development will be approximately $99.5 million, of which $95.9 million had been incurred as of December 31, 2013.  It is expected that this property will be transitioned into the operating portfolio in the first quarter of 2014;
 
·  
Holly Springs Towne Center – Phase I near Raleigh, North Carolina – Construction on this development was substantially completed and transitioned to the operating portfolio in the fourth quarter of 2013.  This 91% leased center is anchored by Target, Dick’s Sporting Goods, Marshall’s, Michael’s, and Petco;
 
·  
Parkside Town Commons near Raleigh, North CarolinaConstruction commenced on both phases of this 570,000 square foot development.  Phase I of this project is 83% leased and will be anchored by Target, Harris Teeter, and Petco.  Phase II of this project is 62% leased and will be anchored by Frank Theatres, Golf Galaxy, Field & Stream, and Toby Keith’s Bar & Grill.  The Company anticipates its total investment in the development will be $109.0 million, of which $57.7 million had been incurred as of December 31, 2013.  It is expected that Phase I of the property will be transitioned into the operating portfolio in the second half of 2014 and Phase II of the property will be transitioned into the operating portfolio in the first half of 2015;
 
·  
Four Corner Square near Seattle, Washington – This retail redevelopment project was substantially completed and the property was transitioned to the operating portfolio in the fourth quarter of 2013.  This 90% leased center is anchored by Walgreens, Grocery Outlet, and Johnson’s Do-It-Center;
 
·  
Rangeline Crossing near Indianapolis, Indiana – This redevelopment project was substantially completed and the property was transitioned to the operating portfolio in the second quarter of 2013. This 91% leased center is anchored by Earth Fare and Walgreens;
 
 
·  
Bolton Plaza in Jacksonville, FloridaConstruction continues on this redevelopment project.  LA Fitness is expected to open in the first quarter of 2014 and will anchor the center along with Academy Sports and Outdoors. The Company anticipates its total investment in the development will be $10.3 million, of which $6.6 million had been incurred as of December 31, 2013; and
 
 
·  
King’s Lake Square in Naples, Florida – This operating property was transitioned to an in-process redevelopment in August upon commencement of construction on a new and upgraded Publix grocery store.  The Company expects to complete construction in the second quarter of 2014.  The Company anticipates its total investment in the development will be $6.9 million, of which $4.7 million had been incurred as of December 31, 2013.
 
Financing and Capital Raising Activities. As discussed in more detail below in “Business Objectives and Strategies,” our primary business objectives are to generate increasing cash flow, achieve long-term growth and maximize shareholder value primarily through the operation, acquisition, development and redevelopment of well-located community and neighborhood shopping centers.  In 2013, we were able to strengthen our balance sheet and improve our financial flexibility and liquidity to fund future growth.  We will endeavor in 2014 to continue improving our key financial ratios, including our debt to EBITDA ratio. We ended the year 2013 with approximately $69 million of combined cash and borrowing capacity on our unsecured revolving credit facility.  In addition, we own five unencumbered assets that would provide approximately $135 million of additional borrowing capacity under the unsecured revolving credit if they were contributed to the unencumbered property pool and the accordion feature was exercised.  We will remain focused on 2014 financing activity and will continue to aggressively manage our operating portfolio and development pipeline.
 
 
 
4

 
 
During 2013, we successfully completed various financing, refinancing and capital-raising activities including the following significant activities:
 
Common Equity Offerings
 
·  
In November, the Company completed an equity offering of 36,800,000 common shares at an offering price of $6.16 per share for net offering proceeds of $217 million.  The Company initially used the proceeds to repay borrowings under its unsecured revolving credit facility and subsequently redeployed the proceeds to fund a portion of the purchase price of the portfolio of nine unencumbered retail properties.
 
·  
In April and May, the Company completed an equity offering of 15,525,000 common shares at an offering price of $6.55 per share for net offering proceeds of $97 million.  The Company initially used the proceeds to repay borrowings under its unsecured revolving credit facility and subsequently redeployed the proceeds to acquire the Cool Springs Market, Castleton Crossing, and Toringdon Market operating properties.
 
Unsecured Term Loan and Unsecured Revolving Credit Facility
 
·  
In August, we amended and increased the borrowing on our existing unsecured term loan (the “Term Loan”) from $125 million to $230 million.  The Term Loan is scheduled to mature on August 21, 2018 with an interest rate of LIBOR plus 145 to 245 basis points, depending on the Company’s leverage, which was a decrease from the rate of LIBOR plus 210 to 310 basis points under the existing unsecured term loan.  The $105 million of additional proceeds were used to initially pay down amounts outstanding under our unsecured revolving credit facility.  The Company has the option to further extend the maturity date to February 21, 2019.
 
·  
In February, we amended the terms of our existing $200 million unsecured revolving credit facility.  The maturity date was extended to February 26, 2017 and the interest rate was reduced to LIBOR plus 165 to 250 basis points, depending on the Company’s leverage.  The Company has the option to further extend the maturity date to February 26, 2018.
 
Construction Financing Activity
 
·  
Draws totaling $60.9 million were made on the variable rate construction loans related to the Delray Marketplace, Holly Springs Towne Center, Rangeline Crossing, and Four Corner Square development and redevelopment projects.
 
·  
In November, we closed on an $87.2 million loan to fund the construction of both phases of Parkside Town Commons near Raleigh, North Carolina.  The loan has a maturity date of November 22, 2016 and a variable interest rate of LIBOR plus 210 basis points.  During the year, we made draws on this construction loan of $16.5 million.
 
2013 Cash Distributions
 
In 2013, we declared total cash distributions of $0.24 per common share and cash distributions of $2.0625 per share of our 8.250% Series A Cumulative Redeemable Perpetual Preferred Share (“Series A Preferred Shares”).
 
Significant 2014 Activities
 
On February 9, 2014, the Company signed a definitive merger agreement with Inland Diversified Real Estate Trust, Inc. (“Inland Diversified”), pursuant to which Inland Diversified will merge with and into a wholly-owned subsidiary of the Company in a stock-for-stock exchange with a transaction value of approximately $2.1 billion, which includes the assumption of approximately $0.9 billion of debt.
 
Inland Diversified’s retail portfolio that we plan to acquire is comprised of 57 properties that were 95.3% leased as of December 31, 2013.  The properties are located in existing markets of the Company and new markets including Westchester, New York, Bayonne, New Jersey, Las Vegas, Nevada, Virginia Beach, Virginia, and Salt Lake City, Utah.  We also plan to acquire from Inland Diversified certain multifamily assets that we expect to sell following the close of the merger.

 
 
5

 
 
Under the terms of the merger agreement, each outstanding share of Inland Diversified’s common stock will be converted into the right to receive newly issued common shares of beneficial interest of the Company in exchange for each share of Inland Diversified common stock based on the following:
 
 
·                  1.707 shares of the Company for each share of Inland Diversified common stock, so long as the reference price for the Company’s shares (defined below) is equal to or less than $6.36;
 
·                  A floating ratio if the Company’s reference price is more than $6.36 or less than $6.58 with such ratio determined by dividing $10.85 by the Company’s reference price;
 
·                  1.650 shares of the Company for each share of Inland Diversified common stock if the Company’s reference price is $6.58 or greater;
 
·                  The reference price is the volume-weighted average trading price of the Company’s common shares for the ten consecutive trading days ending on the third trading day preceding Inland Diversified’s stockholder meeting to approve the merger.
 
  
 
The merger is expected to close late in the second quarter or in the third quarter of 2014, subject to the approval of shareholders of both companies and the satisfaction of other customary closing conditions.
 
Business Objectives and Strategies
 
Our primary business objectives are to increase the cash flow and build or realize capital appreciation of our properties, achieve sustainable long-term growth and maximize shareholder value primarily through the operation, development, redevelopment and select acquisition of well-located community and neighborhood shopping centers.  We invest in properties with well-located real estate with strong demographics, combined with effective leasing and management strategies, to improve the long-term values and economic returns of our properties.  The Company believes that certain of its properties represent opportunities for future renovation and expansion.
 
We seek to implement our business objectives through the following strategies, each of which is more completely described in the sections that follow:
 
·  
Operating Strategy: Maximizing the internal growth in revenue from our operating properties by leasing and re-leasing those properties to a diverse group of retail tenants at increasing rental rates, when possible, and redeveloping or renovating certain properties to make them more attractive to existing and prospective tenants and consumers;
 
·  
Growth Strategy: Using debt and equity capital prudently to selectively acquire additional retail properties, redevelop or renovate our existing properties,  and develop shopping centers on land parcels that we currently own where we believe that investment returns would meet or exceed internal benchmarks; and
 
·  
Financing and Capital Preservation Strategy: Maintaining a strong balance sheet with sufficient flexibility to fund our operating and investment activities.  Funding sources include opportunistically accessing the public securities markets, borrowings under our existing revolving credit facility, new secured debt, internally generated funds and proceeds from selling land and properties that no longer fit our strategy, and potential investment in strategic joint ventures. We continuously monitor the capital markets and may consider raising additional capital through the issuance of our common shares, preferred shares or other securities.
 
Operating Strategy. Our primary operating strategy is to maximize revenue and maintain or increase 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 has allowed us to maintain and, in some cases, increase 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 monitor costs;
 
 
 
6

 
 
·  
maintaining a diverse tenant mix in an effort to limit our exposure to the financial condition of any one tenant or any category of tenants;
 
·  
maintaining the physical appearance, condition, and design of our properties and other improvements located on our properties to maximize our ability to attract customers;
 
·  
actively managing costs 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-tenanting space; and
 
·  
taking advantage of under-utilized land or existing square footage, reconfiguring properties for better use, or adding ancillary income areas to existing facilities.
 
We employed our operating strategy in 2013 in a number of ways, including increasing our total leased percentage from 94.2% at December 31, 2012 to 95.3% at December 31, 2013.  In addition, we generated positive leasing spreads (i.e., the difference between the rent paid under the prior lease and the rent being paid under the current lease) of 14.6% in 2013 on space vacant less than one year.  We have also been successful in maintaining a diverse retail tenant mix with no tenant accounting for more than 4.7% of our annualized base rent. See Item 2, “Properties” for a list of our top tenants by gross leasable area and annualized base rent.
 
Growth Strategy. Our growth strategy includes the selective deployment of resources to projects that are expected to generate investment returns that meet or exceed our internal benchmarks. We intend to implement our growth strategy in a number of ways, including:
 
·  
selectively pursuing the acquisition of retail operating properties and portfolios in markets with strong demographics and attract successful retail tenants;
 
·  
continually evaluating our operating properties for redevelopment and renovation opportunities that we believe will make them more attractive for leasing to new tenants or re-leasing to existing tenants at increased rental rates;
 
·  
capitalizing on future development opportunities on currently owned land parcels through the achievement of anchor and small shop pre-leasing targets and obtaining financing prior to commencing vertical construction; and
 
·  
disposing of selected assets that no longer meet our long-term investment criteria and recycling the net proceeds into assets that provide maximum returns and upside potential in desirable markets.
 
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 combined 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;
 
·  
the price being offered for the property, the current and projected operating performance of the property, and the tax consequences of the sale as well as other related factors;
 
·  
the current tenant mix at the property and the potential future tenant mix that the demographics of the property could support, including the presence of one or more additional anchors (for example, value retailers, grocers, soft goods stores, office supply stores, or sporting goods retailers), as well as an overall diverse tenant mix that includes restaurants, shoe and clothing retailers, specialty shops and service retailers such as banks, dry cleaners and hair salons, some of which provide staple goods to the community and offer a high level of convenience;
 
·  
the configuration of the property, including ease of access, abundance of parking, maximum visibility, and the demographics of the surrounding area; and
 
·  
the level of success of existing properties in the same or nearby markets.
 
 
 
 
7

 
 
In 2013, we were successful in completing and integrating the acquisition of thirteen high-quality retail properties that enabled us to expand our presence in our core markets.  In addition, we delivered three very strong development and redevelopment projects to the operating portfolio and expect to deliver four additional projects in 2014.
 
In 2013, we were successful in executing new leases for anchor tenants at multiple properties in our development, redevelopment, and operating portfolios.  We signed anchor leases totaling 135,000 square feet, including Gander Mountain at our Bayport Commons operating property, Sprouts Farmer’s Market at our Sunland Towne Center operating property, and Total Wine and More at our International Speedway Square operating property.
 
Financing and Capital Preservation Strategy. We finance our acquisition, development, and redevelopment activities seeking to use the most advantageous sources of capital available to us at the time.  These sources may include the sale of common or preferred shares through public offerings or private placements, the reinvestment of proceeds from the disposition of assets, the incurrence of additional indebtedness through secured or unsecured borrowings, and entering into real estate joint ventures.
 
Our primary financing and capital preservation strategy is to maintain a strong balance sheet with sufficient flexibility to fund our operating and investment activities in the most cost-effective way. We consider a number of factors when evaluating our level of indebtedness and when making decisions regarding additional borrowings, including the purchase price of properties to be developed or acquired with debt financing, the estimated market value of our properties and the Company as a whole upon consummation of the refinancing, and the ability of particular properties to generate cash flow to cover expected debt service. Our efforts to strengthen our balance sheet are essential to the success of our business. We intend to continue implementing our financing and capital strategies in a number of ways, including:
 
·  
prudently managing our balance sheet, including reducing the aggregate amount of indebtedness outstanding under our unsecured revolving credit facility so that we have additional capacity available to fund our development and redevelopment projects and pay down maturing debt if refinancing that debt is not feasible;
 
·  
raising additional capital through the issuance of common shares, preferred shares or other securities;
 
·  
extending the maturity dates of and/or refinancing of our near-term mortgage, construction and other indebtedness;
 
·  
staggering our maturities with long-term debt on recently completed projects;
 
·  
entering into construction loans prior to commencement of vertical construction to fund our larger in-process developments, redevelopments, and future developments;
 
·  
managing our exposure to interest rate increases on our variable-rate debt through the use of fixed rate hedging transactions and securing property specific long-term nonrecourse financing; and
 
·  
entering into joint venture arrangements in order to access less expensive capital and to mitigate risk.
 
Competition
 
The United States commercial real estate market continues to be highly competitive. We face competition from other 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 in any of the primary markets where our properties are located are dominant in that market.
 
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 in the future that we will be able to compete successfully with our competitors in our development, acquisition and leasing activities.
 
 
 
8

 
 
 
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. Our properties must comply with Title III of the Americans with Disabilities Act, or 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 the imposition of fines or an award of damages to private litigants. 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.
 
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 operations may have released, or have the potential to release, such substances into the environment.
 
In addition, some of our properties have tenants which may use hazardous or toxic substances in the routine course of their businesses. In general, these tenants have covenanted in their leases 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, one of our properties has contained asbestos-containing building materials, or ACBM, and another property 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 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 have resulted in reductions of energy consumption, waste and improved maintenance cycles.
 
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, and industry practice. Certain risks such as loss from riots, war or acts of God, and, in some cases, flooding are not insurable; 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 is located at 30 S. Meridian Street, Suite 1100, Indianapolis, IN 46204. Our telephone number is (317) 577-5600.
 
Employees
 
As of December 31, 2013, we had 95 full-time employees. The majority of these employees were based at our Indianapolis, Indiana headquarters.
 
 
 
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Available Information
 
Our Internet website address is www.kiterealty.com. You can obtain on our website, free of charge, a copy of our Annual Report on Form 10-K, our quarterly reports on Form 10-Q, our current reports on Form 8-K, and any amendments to those reports, as soon as reasonably practicable after we electronically file such reports or amendments with, or furnish them 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.
 
 
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, and you should carefully consider them. It is not possible to predict or identify all such factors. You should not consider this list to be 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 four categories:
 
·  
risks related to our operations;
 
·  
risks related to our organization and structure;
 
·  
risks related to our pending merger transaction with Inland Diversified Real Estate Trust, Inc.; and
 
·  
risks related to tax matters.
 
RISKS RELATED TO OUR OPERATIONS
 
Because of our geographical concentration in Indiana, Florida and Texas, a prolonged economic downturn in these states could materially and adversely affect our financial condition and results of operations.
 
The United States economy is recovering from the recent recession in an uneven fashion.  Similarly, the specific markets in which we operate may face challenging economic conditions that could persist into the future.  In particular, as of December 31, 2013, 30% of our owned square footage and 31% of our total annualized base rent was located in Indiana, 24% of our owned square footage and 23% of our total annualized base rent was located in Florida, and 18% of our owned square footage and 19% of our total annualized base rent was located in Texas.  This level of concentration could expose us to greater economic risks than if we owned properties in numerous geographic regions. Many states continue to deal with state fiscal budget shortfalls and high unemployment rates. Adverse economic or real estate trends in Indiana, Florida, Texas, or the surrounding regions, or any decrease in demand for retail 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 shares and our ability to satisfy our debt service obligations and to pay distributions to our shareholders.
 
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.
 
Disruptions in the credit markets generally, or relating to the real estate industry specifically, may adversely affect our ability to obtain debt financing at favorable rates or at all.  These disruptions could impact the overall amount of debt financing available, lower loan to value ratios, 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 or the terms of any refinancing may not be as favorable as the terms of our existing indebtedness. For example, as of December 31, 2013, we had approximately $86 million and $96 million of debt maturing in 2014 and 2015, respectively. If we are not successful in refinancing our outstanding debt when it becomes due, we may be forced to dispose of properties on disadvantageous terms, which might adversely affect our ability to service other debt and to meet our other obligations.
 
 
 
 
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If economic conditions deteriorate in any of our markets, we may be forced to seek alternative sources of potentially less attractive financing, and have to adjust our business plan accordingly. In addition, we may be unable to obtain permanent financing on development projects we temporarily financed with construction loans.  Our inability to obtain such permanent financing on favorable terms, if at all, could delay the completion of our development projects and/or cause us to incur additional capital costs in connection with completing such projects, either of which could have a material adverse effect on our business and our ability to execute our business strategy. These events also may make it more difficult or costly for us to raise capital through the issuance of our common stock or preferred stock. The disruptions in the financial markets have had and may continue to have a material adverse effect on the market value of our common shares and other adverse effects on our business.
 
If our tenants are unable to secure financing necessary to continue to operate and grow their businesses and pay us rent, we could be materially and adversely affected.
 
Many of our tenants rely on external sources of financing to operate and grow their businesses.  Disruptions in credit markets, as discussed above, may adversely affect our tenants’ ability to obtain debt financing at favorable rates or at all.  If our tenants are unable to secure financing necessary to continue to operate their businesses, they may be unable to meet their rent obligations to us or enter into new leases with us or be forced to declare bankruptcy and reject our leases, which could materially and adversely affect us.
 
Ongoing challenging conditions in the United States and global economy, and the challenges facing our retail tenants and non-owned anchor tenants may have a material adverse effect on our financial condition and results of operations.
 
Certain sectors of the United States economy are still experiencing weakness.  This structural weakness has resulted in continuing high levels of unemployment, the bankruptcy or weakened financial condition of a number of retailers, decreased consumer spending, increased home foreclosures, low consumer confidence, and reduced demand and rental rates for certain retail space. Market conditions remain challenging as higher than historical levels of unemployment and lower consumer confidence have persisted.  There can be no assurance that the recovery will continue. General economic factors that are beyond our control, including, but not limited to, economic recessions, decreases in consumer confidence, reductions in consumer credit availability, increasing consumer debt levels, rising energy costs, higher tax rates, continued business layoffs, downsizing and industry slowdowns, and/or rising inflation, could have a negative impact on the business of our retail tenants.  In turn, this could have a material adverse effect on our business because current or prospective tenants may, among other things, (i) have difficulty paying their rent obligations as they struggle to sell goods and services to consumers, (ii) be unwilling to enter into or renew leases with us on favorable terms or at all, (iii) seek to terminate their existing leases with us or request rental concessions on such leases, or (iv) be forced to curtail operations or declare bankruptcy.  We are also susceptible to other developments that, while not directly tied to the economy, could have a material adverse effect on our business. These developments include relocations of businesses, changing demographics, increased Internet shopping, infrastructure quality, federal, state, and local budgetary constraints and priorities, increases in real estate and other taxes, costs of complying with government regulations or increased regulation, decreasing valuations of real estate, and other factors.
 
Further, we continually monitor events and changes in circumstances that could indicate that the carrying value of our real estate assets may not be recoverable.  The ongoing challenging market conditions could require us to recognize an impairment charge, with respect to one or more of our properties, or a loss on disposition of one or more of our properties. 
 
Our real estate assets may be subject to impairment charges.

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. We evaluate whether there are any indicators, including property operating performance and general market conditions, that the value of the real estate properties (including any related amortizable intangible assets or liabilities) may not be recoverable. Through the 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. Our estimated cash flows are based on several key assumptions, including rental rates, costs of tenant improvements, leasing commissions, anticipated hold periods, and assumptions regarding the residual value upon disposition, including the exit capitalization rate. These key assumptions are subjective in nature and could differ materially from actual results. 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 the Company's 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 fair value. If such indicators, as described above, are not identified, management will not assess the recoverability of a property's carrying value.

 
 
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The fair value of real estate assets is highly subjective and is 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. Such cash flow projections consider factors, including expected future operating income, trends and prospects, as well as the effects of demand, competition and other factors, and therefore are subject to a significant degree of management judgment. Changes in those factors could impact the determination of fair value. In estimating the fair value of undeveloped land, we generally use market data and comparable sales information.

These subjective assessments have a direct impact on our net income because recording an impairment charge results in an immediate negative adjustment to net income. There can be no assurance that we will not take additional charges in the future related to the impairment of our assets. Any future impairment could have a material adverse effect on our results of operations in the period in which the charge is taken.

Our business is significantly influenced by demand for retail space generally, and a decrease in such demand 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 or otherwise, may have a greater adverse effect on our business and financial condition than if we owned a more diversified real estate portfolio. The market for retail space has been, and could continue to be, adversely affected by weakness in the national, regional and local economies, the adverse financial condition of some large retailing companies, the ongoing consolidation in the retail sector, the excess amount of retail space in a number of markets, and increasing consumer purchases through the Internet. To the extent that any of these conditions occur, they are likely to negatively affect market rents for retail space and could materially and adversely affect our financial condition, results of operations, cash flow, the trading price of our common shares and our ability to satisfy our debt service obligations and to pay distributions to our shareholders.
 
Failure by any non-owned anchor tenant or major tenant with leases in multiple locations, because of a deterioration of its financial condition or otherwise, could have a material adverse effect on our results of operations.
 
We derive the majority of our revenue from tenants who lease space from us at 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. Our leases generally do not contain provisions designed to ensure the creditworthiness of our tenants. At any time, our tenants may experience a downturn in their business that may significantly weaken their financial condition, particularly during periods of economic uncertainty.  In the event of a prolonged or severe economic downturn, our tenants may delay lease commencements, decline to extend or renew leases upon expiration, fail to make rental payments when due, close a number of stores or declare bankruptcy. Any of these actions could result in the termination of the tenant’s leases and the loss of rental income attributable to the terminated leases. Lease terminations or failure of a major tenant or non-owned anchor to occupy the premises could result in lease terminations or reductions in rent by other tenants in the same shopping centers because of contractual co-tenancy termination or rent reduction rights under the terms of some leases.  In that event, we may be unable to re-lease the vacated space at attractive rents or at all. The occurrence of any of the situations described above, particularly if it involves a substantial tenant or a non-owned anchor with ground leases in multiple locations, could have a material adverse effect on our results of operations. As of December 31, 2013, the five largest tenants in our operating portfolio in terms of annualized base rent were Publix, TJX Companies, Bed Bath & Beyond, Dick’s Sporting Goods, and PetSmart, representing 4.7%, 2.5%, 2.3%, 2.1%, and 1.9%, respectively, of our total annualized base rent.
 
We face potential material adverse effects from tenant bankruptcies, and we may be unable to collect balances due from any tenant in bankruptcy or replace the tenant at current rates, or at all.
 
Tenant bankruptcies may increase during periods of difficult economic conditions. We cannot make any assurance that a tenant that files for bankruptcy protection will continue to pay its rent obligations. A bankruptcy filing by or relating to one of our tenants or a lease guarantor would legally bar our efforts to collect pre-bankruptcy debts from that tenant or the lease guarantor, unless we receive an order permitting us to do so from the bankruptcy court. A tenant or lease guarantor bankruptcy could delay our efforts to collect past due balances under the relevant leases, and could ultimately preclude collection of these sums. If a lease is assumed by the 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. 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, and there are restrictions under bankruptcy laws that limit the amount of the claim we can make if a lease is rejected. As a result, it is likely that we will recover substantially less than the full value of any unsecured claims 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.
 
Moreover, we are continually re-leasing vacant spaces resulting from tenant lease terminations. The bankruptcy of a tenant, particularly an anchor tenant, may make it more difficult to lease the remainder of the affected properties. Future tenant bankruptcies could materially adversely affect our properties or impact our ability to successfully execute our re-leasing strategy.
 
 
 
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We had $857 million of consolidated indebtedness outstanding as of December 31, 2013, 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 may materially adversely affect our operating performance. We had $857 million of consolidated outstanding indebtedness as of December 31, 2013, of which $86 million is scheduled to mature in 2014, and $96 million is scheduled to mature in 2015.  At December 31, 2013, $581 million of our debt bore interest at variable rates ($254 million when reduced by our $327 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, 2013 increased by 1%, the increase in interest expense on our variable rate debt would decrease future cash flows by $2.5 million annually.

We also intend to incur additional debt in connection with various development and redevelopment projects, and may incur additional debt with acquisitions of 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 incur or 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 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:
·  
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 unsecured revolving credit facility and various other loan agreements contain default provisions which, among other things, could result in the acceleration of principal and interest payments or the termination of the facilities.
 
Our unsecured revolving 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 in the agreement, covenant or condition contained in the agreements, failure to maintain certain financial and operating ratios and other criteria, misrepresentations 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 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.
 
However, certain of our fixed-rate and variable-rate loans contain cross-default provisions which provide that a violation by the Company of any financial covenant set forth in our unsecured revolving credit facility agreement will constitute an event of default under the loans.  Our unsecured revolving credit facility agreement contains a similar provision providing that an “Event of Default” under our Term Loan will constitute an “Event of Default” under our unsecured revolving credit facility agreement.  These provisions could allow the lending institutions to accelerate the amount due under the loans.  The Company was in compliance with all applicable covenants under the unsecured revolving credit facility and Term Loan as of December 31, 2013.
 
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. If a property or group of properties is mortgaged to secure payment of debt and we are unable to meet mortgage payments, the holder of the mortgage or lender could foreclose on the property, 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. 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.
 
 
 
 
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We are subject to risks associated with hedging agreements.
 
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 impact 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 the hedging agreement.
 
Our performance and value are subject to risks associated with real estate assets and with the real estate industry.
 
Our ability to make expected distributions to our shareholders depends on our being able to generate substantial revenues from our properties. Periods of economic slowdown or recession, rising interest rates or declining demand for real estate, or the public perception that any of these events may occur, could result in a general decline in rents or an increased incidence of defaults under existing leases. Such events would materially and adversely affect our financial condition, results of operations, cash flow, per share trading price of our common shares and our ability to satisfy debt service obligations and to make distributions to shareholders.
 
In addition, other events and conditions generally applicable to owners and operators of real property that are beyond our control may decrease cash available for distribution and the value of our properties. These events include but are not limited to:
 
·  
adverse changes in the national, regional and local economic climate, particularly in: Indiana, where 30% of our owned square footage and 31% of our total annualized base rent is located; Florida, where 24% of our owned square footage and 23% of our total annualized base rent is located; and Texas, where 18% of our owned square footage and 19% of our total annualized base rent is located;
 
·  
tenant bankruptcies;
 
·  
local oversupply of rental space, increased competition or reduction in demand for rentable space;
 
·  
inability to collect rent from tenants, or having to provide significant rent concessions to tenants;
 
·  
vacancies or our inability to rent space on favorable terms;
 
·  
changes in market rental rates;
 
·  
inability to finance property development, tenant improvements and acquisitions on favorable terms;
 
·  
increased operating costs, including costs incurred for maintenance, insurance premiums, utilities and real estate taxes;
 
·  
the need to periodically fund the costs to repair, renovate and re-lease space;
 
·  
decreased attractiveness of our properties to tenants;
 
·  
weather conditions that may increase or decrease energy costs and other weather-related expenses (such as snow removal costs);
 
·  
costs of complying with changes in governmental regulations, including those governing usage, zoning, the environment and taxes;
 
·  
civil unrest, acts of terrorism, earthquakes, hurricanes and other national disasters or acts of God that may result in underinsured or uninsured losses;
 
·  
the relative illiquidity of real estate investments;
 
·  
changing demographics; and
 
·  
changing traffic patterns.
 
 
 
 
14

 
 
Our financial covenants may restrict our operating and acquisition activities.
 
Our unsecured revolving credit facility contains certain financial and operating covenants, including, among other things, certain 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 and consolidations and certain acquisitions. These covenants may restrict our ability to pursue certain business initiatives or certain acquisition transactions. In addition, certain of our mortgages contain customary covenants which, among other things, limit our ability, without the prior consent of the lender, to further mortgage the property, to enter into new leases or materially modify existing leases, and to discontinue insurance coverage.  Failure to meet any of the financial covenants could cause an event of default under and/or accelerate some or all of our indebtedness, which could have a material adverse effect on us.
 
Our current and future joint venture investments could be adversely affected by our lack of sole decision-making authority, our reliance on joint venture partners’ financial condition, any disputes that may arise between us and our joint venture partners and our exposure to potential losses from the actions of our joint venture partners.
 
As of December 31, 2013, we owned four of our operating properties through joint ventures. As of December 31, 2013, the four properties represented 3.2% of our annualized base rent. One of our under construction development projects is currently owned through a joint venture.  In addition, we currently own land held for development through two joint ventures.  Our joint ventures may involve risks not present with respect to our wholly owned properties, including the following:
 
·  
we may share decision-making authority with our joint venture partners regarding certain major decisions affecting the ownership or operation of the joint venture and the joint venture property, such as the sale of the property or the making of additional capital contributions for the benefit of the property, which may prevent us from taking actions that are opposed by our joint venture partners;
 
·  
prior consent of our joint venture partners may be required for a sale or transfer to a third party of our interests in the joint venture, which restricts our ability to dispose of our interest in the joint venture;
 
·  
our joint venture partners might become bankrupt or fail to fund their share of required capital contributions, which may delay construction or development of a property or increase our financial commitment to the joint venture;
 
·  
our joint venture partners may have business interests or goals with respect to the property that conflict with our business interests and goals, which could increase the likelihood of disputes regarding the ownership, management or disposition of the property;
 
·  
disputes may develop with our joint venture partners over decisions affecting the property or the joint venture, which may result in litigation or arbitration that would increase our expenses and distract our officers and/or trustees from focusing their time and effort on our business, and possibly disrupt the day-to-day operations of the property such as by delaying the implementation of important decisions until the conflict or dispute is resolved; and
 
·  
we may suffer losses as a result of the actions of our joint venture partners with respect to our joint venture investments and the activities of a joint venture could adversely affect our ability to qualify as a REIT, even though we may not control the joint venture.
 
In the future, we may seek to co-invest with third parties through joint ventures that may involve similar or additional risks.
 
We face significant competition, which may impede our ability to renew leases or re-lease space as leases expire or require us to undertake unbudgeted capital improvements.
 
We compete with numerous developers, owners and operators of retail shopping centers for tenants. These competitors include institutional investors, other REITs and other owner-operators of community and neighborhood shopping centers, some of which own or may in the future own properties similar to ours in the same markets in which our properties are located, but which have greater capital resources. As of December 31, 2013, leases representing 5.8% of our owned gross leasable area (GLA) were scheduled to expire in 2014.  If our competitors offer space at rental rates below current market rates, or below the rental rates we currently charge our tenants, we may be unable to lease on satisfactory terms to potential tenants and we may be pressured to reduce our rental rates below those we currently charge in order to retain tenants when our leases with them expire. We also may be required to offer more substantial rent abatements, tenant improvements and early termination rights or accommodate requests for renovations, build-to-suit remodeling and other improvements than we have historically.  As a result, 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 may be materially adversely affected. In addition, increased competition for tenants may require us to make capital improvements to properties that we would not have otherwise planned to make. Any capital improvements we undertake may reduce cash available for distributions to shareholders.
 
 
 
15

 
 
 
Our future developments and acquisitions may not yield the returns we expect or may result in dilution in shareholder value.
 
We have four development and redevelopment projects under construction and three development and redevelopment projects pending commencement of construction. New development projects and property acquisitions are subject to a number of risks, including, but not limited to:
 
·  
abandonment of development activities after expending resources to determine feasibility;
 
·  
construction delays or cost overruns that may increase project costs;
 
·  
our investigation of a property or building prior to our acquisition, and any representations we may receive from the seller, may fail to reveal various liabilities or defects or identify necessary repairs until after the property is acquired, which could reduce the cash flow from the property or increase our acquisition costs;
 
·  
as a result of competition for attractive development and acquisition opportunities, we may be unable to acquire assets as we desire or the purchase price may be significantly elevated, which may impede our growth;
 
·  
financing risks;
 
·  
the failure to meet anticipated occupancy or rent levels;
 
·  
failure to receive required zoning, occupancy, land use and other governmental permits and authorizations and changes in applicable zoning and land use laws; and
 
·  
the consent of third parties such as tenants, mortgage lenders and joint venture partners may be required, and those consents may be difficult to obtain or could be withheld.
 
In addition, if a project is delayed or if we are unable to lease designated space to anchor tenants, certain tenants may have the right to terminate their leases. If any of these situations occur, development costs for a project will increase, which will result in reduced returns, or even losses, from such investments. In deciding whether to acquire or develop a particular property, we make certain assumptions regarding the expected future performance of that property. If these new properties do not perform as expected, our financial performance may be materially and adversely affected or an impairment charge could occur. In addition, the issuance of equity securities as consideration for any acquisitions could be dilutive to our shareholders.
 
We may not be successful in identifying suitable acquisitions or development and redevelopment projects that meet our investment criteria, which may impede our growth.
 
Part of our business strategy is expansion through acquisitions and development and redevelopment projects, which requires us to identify suitable development or acquisition candidates or investment opportunities that meet our criteria and are compatible with our growth strategy. We may not be successful in identifying suitable real estate properties or other assets that meet our development or acquisition criteria, or we may fail to complete developments, acquisitions or investments on satisfactory terms. Failure to identify or complete developments or acquisitions could slow our growth, which could in turn materially adversely affect our operations.
 
Redevelopment activities may be delayed or otherwise may not perform as expected and, in the case of an unsuccessful redevelopment project, our entire investment could be at risk for loss.
 
We currently have two redevelopment projects under construction and two redevelopment projects pending commencement of construction. We expect to redevelop certain of our other properties in the future. In connection with any redevelopment of our properties, we will bear certain risks, including the risk of construction delays or cost overruns that may increase project costs and make a project uneconomical, the risk that occupancy or rental rates at a completed project will not be sufficient to enable us to pay operating expenses or earn the targeted rate of return on investment, and the risk of incurrence of predevelopment costs in connection with projects that are not pursued to completion. In addition, various tenants may have the right to withdraw from a property if a development and/or redevelopment project is not completed on time. In the case of a redevelopment project, consents may be required from various tenants in order to redevelop a center. In the case of an unsuccessful redevelopment project, our entire investment could be at risk for loss or an impairment charge could occur.
 
 
 
 
16

 
 
We may not be able to sell properties when appropriate and could, under certain circumstances, be required to pay certain tax indemnities 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.  In addition, in connection with our formation at the time of our initial public offering (“IPO”), we entered into an agreement that restricts our ability, prior to December 31, 2016, to dispose of six of our properties in taxable transactions and limits the amount of gain we can trigger with respect to certain other properties without incurring reimbursement obligations owed to certain limited partners of our Operating Partnership. We have agreed that if we dispose of any interest in six specified properties in a taxable transaction before December 31, 2016, we will indemnify the contributors of those properties for their tax liabilities attributable to the built-in gain that exists with respect to such property interest as of the time of our IPO (and tax liabilities incurred as a result of the reimbursement payment). The six properties to which our tax indemnity obligations relate represented 11.5% of our annualized base rent in the aggregate as of December 31, 2013. These six properties are International Speedway Square, Shops at Eagle Creek, Whitehall Pike, Ridge Plaza, Thirty South and Market Street Village. We also agreed to limit the aggregate gain certain limited partners of our Operating Partnership would recognize, with respect to certain other contributed properties through December 31, 2016, to not more than $48 million in total, with certain annual limits, unless we reimburse them for the taxes attributable to the excess gain (and any taxes imposed on the reimbursement payments), and take certain other steps to help them avoid incurring taxes that were deferred in connection with the formation transactions.
 
The agreement described above is extremely complicated and imposes a number of procedural requirements on us, which makes it more difficult for us to ensure that we comply with all of the various terms of the agreement and therefore creates a greater risk that we may be required to make an indemnity payment. The complicated nature of this agreement also might adversely impact our ability to pursue other transactions, including certain kinds of strategic transactions and reorganizations.
 
Also, the tax laws applicable to REITs require that we hold our properties for investment, rather than primarily for sale in the ordinary course of business, which may cause us to forego or defer sales of properties that otherwise would be in our best interest. 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.
 
Potential losses may not be covered by insurance.
 
We do not carry insurance for generally uninsurable losses such as loss from riots, war or acts of God, and, in some cases, flooding. 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 all losses. 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. 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.
 
Insurance coverage on our properties may be expensive or difficult to obtain, exposing us to potential risk of loss.
 
         In the future, we may be unable to renew or duplicate our current insurance coverage at adequate levels or at reasonable prices. In addition, insurance companies may no longer offer coverage against certain types of losses, such as losses due to terrorist acts, environmental liabilities, or other catastrophic events including hurricanes and floods, or, if offered, the expense of obtaining these types of insurance may not be justified. We therefore may cease to have insurance coverage against certain types of losses and/or there may be decreases in the limits of insurance available. If an uninsured loss or a loss in excess of our insured limits occurs, we could lose all or a portion of the capital we have invested in a property, as well as the anticipated future revenue from the property after a covered period of time, but still remain obligated for any mortgage debt or other financial obligations related to the property. We cannot guarantee that material losses in excess of insurance proceeds will not occur in the future. If any of our properties were to experience a catastrophic loss, it could seriously disrupt our operations, delay revenue and result in large expenses to repair or rebuild the property. Events such as these could adversely affect our results of operations and our ability to meet our obligations.
 
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 existing properties and any properties we develop or acquire in the future are and will 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 from the properties. As a result, if 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. Our 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 such properties’ occupancy rates. Therefore, rising operating expenses could reduce our cash flow and funds available for future distributions, particularly if such expenses are not offset by corresponding revenues.
 
 
 
 
17

 
 
We could incur significant costs related to government regulation and environmental matters.
 
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 investigation, remediation or removal of such substances may be substantial, and the presence of such substances, or the failure to properly remediate such substances, may adversely affect the owner’s 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.  We may also be liable to third parties for damage and injuries resulting from environmental contamination emanating from the real estate.  Environmental laws also may create liens on contaminated sites in favor of the government for damages and costs it incurs to address such contamination.  Moreover, if contamination is discovered on our properties, environmental laws may impose restrictions on the manner in which that property may be used or how businesses may be operated on that property.
 
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. These operations may have released, or have the potential to release, such substances into the environment. In addition, some of our properties have tenants that may use hazardous or toxic substances in the routine course of their businesses. In general, these tenants have covenanted in their leases with us to use these substances, if any, in compliance with all environmental laws and have agreed to indemnify us for any damages that 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, one of our properties has contained asbestos-containing building materials, or ACBM, and another property may have contained such materials based on the date of its construction. Environmental laws require that ACBM be properly managed and maintained, and may impose fines and penalties 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.
 
Our properties must also comply with Title III of the Americans with Disabilities Act, or 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. Noncompliance with the ADA could result in imposition of fines or an award of damages to private litigants and the incurrence of additional costs associated with bringing the properties into compliance, any of which could adversely affect our financial condition.
 
Our efforts to identify environmental liabilities may not be successful.

We test our properties for compliance with applicable environmental laws on a limited basis. We cannot give assurance that:
 
·  
existing environmental studies with respect to our properties reveal all potential environmental liabilities;
 
·  
any previous owner, occupant or tenant of one of our properties did not create any material environmental condition not known to us;
 
·  
the current environmental condition of our properties will not be affected by tenants and occupants, by the condition of nearby properties, or by other unrelated third parties; or
 
·  
future uses or conditions (including, without limitation, changes in applicable environmental laws and regulations or the interpretation thereof) will not result in environmental liabilities.
 
Inflation may adversely affect our financial condition and results of operations.

Most of our leases contain provisions requiring the tenant to pay its share of operating expenses, including common area maintenance, real estate taxes and insurance.  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.
 
 
 
18

 
 
RISKS RELATED TO OUR ORGANIZATION AND STRUCTURE
 
Our organizational documents contain provisions that generally would prohibit any person (other than members of the Kite family who, as a group, are currently allowed to own up to 21.5% 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.
 
Our organizational documents contain provisions that may have an anti-takeover effect and inhibit a change in our management.
 
(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 sure 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 of our outstanding common shares. Our declaration of trust provides an excepted holder limit that allows members of the Kite family (Al Kite, John Kite and Paul Kite, their family members and certain entities controlled by one or more of the Kites), as a group, to own more than 7% of our outstanding common shares, so long as, under the applicable tax attribution rules, no one excepted holder treated as an individual would hold more than 21.5% of our common shares, no two excepted holders treated as individuals would own more than 28.5% of our common shares, no three excepted holders treated as individuals would own more than 35.5% of our common shares, no four excepted holders treated as individuals would own more than 42.5% of our common shares, and no five excepted holders treated as individuals would own more than 49.5% of our common shares. 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% 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 includes pension funds, mutual funds, and certain investment management companies, are permitted to own up to 9.8% of our outstanding common shares, so long as each beneficial owner of the 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 7% ownership limit or the 9.8% designated investment entity limit for a shareholder that is not an individual if such shareholder provides information and makes representations to the board that are satisfactory to the board, in its reasonable discretion, to establish that such person’s ownership in excess of the 7% limit or the 9.8% limit, as applicable, would not jeopardize our qualification as a REIT. 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 transactions or a change in management or control that might involve a premium price for our shares or otherwise be in the best interests of our shareholders; or
 
·  
compel a shareholder who has acquired our shares in excess of these ownership limitations to dispose of the additional shares and, as a result, to forfeit the benefits of owning the additional shares. Any acquisition of our common shares in violation of these ownership restrictions will be void ab initio and will result in automatic transfers of our common shares to a charitable trust, which will be responsible for selling the common shares to permitted transferees and distributing at least a portion of the proceeds to the prohibited transferees.
 
(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 40,000,000 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. Thus, our Board could authorize the issuance of additional preferred shares with terms and conditions that could have the effect of discouraging a takeover or other transaction in which holders of some or a majority of our shares might receive a premium for their shares over the then-prevailing market price of our shares. In addition, any additional preferred shares that we issue likely would, like our Series A Preferred Shares, 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 that may have the effect of delaying, deferring or preventing a change in control of our company or the removal of existing management and, as a result, could prevent our shareholders from being paid a premium for their common shares over the then-prevailing market prices. These provisions include advance notice requirements for shareholder proposals and our Board of Trustees’ power to reclassify shares and issue additional common shares or preferred shares and the absence of cumulative voting rights.
 
 
 
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Certain provisions of Maryland law could inhibit changes in control.
 
Certain provisions of Maryland law 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, including:
 
·  
“business combination moratorium/fair price” provisions that, subject to limitations, prohibit certain business combinations between us and an “interested shareholder” (defined generally as any person who beneficially owns 10% or more of the voting power of our shares or an affiliate thereof) for five years after the most recent date on which the shareholder becomes an interested shareholder, and thereafter imposes stringent fair price and super-majority shareholder voting requirements on these combinations; and
 
·  
“control share” provisions that provide that “control shares” of our company (defined as shares which, when aggregated with other shares controlled by the shareholder, entitle the shareholder to exercise one of three increasing ranges of voting power in electing trustees) acquired in a “control share acquisition” (defined as the direct or indirect acquisition of ownership or control of “control shares” from a party other than the issuer) have no voting rights except to the extent approved by our shareholders by the affirmative vote of at least two thirds of all the votes entitled to be cast on the matter, excluding all interested shares, and are subject to redemption in certain circumstances.
 
We have opted out of these provisions of Maryland law. However, our Board of Trustees may opt to make these provisions applicable to us at any time.
 
A substantial number of common shares eligible for future sale could cause our common share price to decline significantly.
 
If our shareholders sell, or the market perceives that our shareholders intend to sell, substantial amounts of our common shares in the public market, the market price of our common shares could decline significantly. These sales also might make it more difficult for us to sell equity or equity-related securities in the future at a time and price that we deem appropriate. As of December 31, 2013, we had outstanding 130,826,217 common shares, and substantially all of these shares are freely tradable.  In addition, 6,645,784 units of our Operating Partnership are owned by our executive officers and other individuals, and are redeemable by the holder for cash or, at our election, common shares. Pursuant to registration rights of certain of our executive officers and other individuals, we filed a registration statement 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.
 
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 sales or refinancings 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.
 
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.  Our executive officers’ experience in real estate acquisition, development and finance are critical elements of our future success. We have employment agreements for one-year terms with each of our executive officers.  These agreements automatically renew for a one-year term unless either we or the officer elects not to renew them.  These agreements have been automatically renewed for our three executive officers through December 31, 2014.  If one or more of our key executives were to die, become disabled or otherwise leave the company's employ, we may not be able to replace this person with an executive officer of equal skill, ability, and industry expertise. Until suitable replacements could be identified and hired, if at all, our operations and financial condition could be impaired.
 
We depend on external capital to fund our capital needs.
 
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 federal income tax, we are required to distribute annually 100% of our net taxable income, including capital gains. Partly because of these distribution requirements, we may not be able to fund all future capital needs, including capital for property development and acquisitions, with income from operations. We therefore will have to rely on third-party sources of capital, which may or may not be available on favorable terms, if at all.  Any additional debt we incur will increase our leverage, expose us to the risk of default and may impose operating restrictions on us, and any additional equity we raise could be dilutive to existing shareholders.  Our access to third-party sources of capital depends on a number of things, including:
 
 
 
 
20

 
 
·  
general market conditions;
 
·  
the market’s perception of our growth potential;
 
·  
our current debt levels;
 
·  
our current and potential future earnings;
 
·  
our cash flow and cash distributions;
 
·  
our ability to qualify as a REIT for federal income tax purposes; and
 
·  
the market price of our common shares.
 
If we cannot obtain capital from third-party sources, we may not be able to acquire or develop properties when strategic opportunities exist, satisfy our principal and interest obligations or make distributions to our shareholders.
 
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, in a manner he or she reasonably believes to be in our best interests 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 Board of Trustees has adopted policies with respect to certain activities. 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 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, or the “NYSE,” on which we list our common and preferred shares) have experienced significant price and volume fluctuations. The market price of our common and preferred shares could be similarly volatile, and investors in our shares may experience a decrease in the value of their shares, including decreases unrelated to our operating performance or prospects. Among the market conditions that may affect the market price of our publicly traded securities are the following:
 
·  
our financial condition and operating performance and the performance of other similar companies;
 
·  
actual or anticipated differences in our quarterly operating results;
 
·  
changes in our revenues or earnings estimates or recommendations by securities analysts;
 
 
 
 
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·  
publication by securities analysts of research reports about us or our industry;
 
·  
additions and departures of key personnel;
 
·  
strategic decisions by us or our competitors, such as acquisitions, divestments, spin-offs, joint ventures, strategic investments or changes in business strategy;
 
·  
the reputation of REITs generally and the reputation of REITs with portfolios similar to ours;
 
·  
the attractiveness of the securities of REITs in comparison to securities issued by other entities (including securities issued by other real estate companies);
 
·  
an increase in market interest rates, which may lead prospective investors to demand a higher distribution rate in relation to the price paid for our shares;
 
·  
the passage of legislation or other regulatory developments that adversely affect us or our industry including tax reform;
 
·  
speculation in the press or investment community;
 
·  
actions by institutional shareholders or hedge funds;
 
·  
increase or decrease in dividends;
 
·  
changes in accounting principles;
 
·  
terrorist acts; and
 
·  
general market conditions, including factors unrelated to our performance.
 
Moreover, an active trading market on the NYSE for our Series A Preferred Shares may not exist or, if it does exist, may not last, in which case the trading price of our Series A Preferred Shares could be adversely affected.  In the past, securities class action litigation has often been instituted against companies following periods of volatility in their stock price. This type of litigation could result in substantial costs and divert our management’s attention and resources.
 
Holders of our Series A Preferred Shares have extremely limited voting rights.
 
Holders of our Series A Preferred Shares have extremely limited voting rights. Our common shares are the only class of our equity securities carrying full voting rights. Voting rights for holders of Series A Preferred Shares exist primarily with respect to the ability to appoint additional trustees to our Board of Trustees in the event that six quarterly dividends (whether or not consecutive) payable on our Series A Preferred Shares are in arrears, and with respect to voting on amendments to our declaration of trust or our Series A Preferred Shares Articles Supplementary that materially and adversely affect the rights of Series A Preferred Shares holders or create additional classes or series of preferred shares that are senior to our Series A Preferred Shares. Other than in very limited circumstances, holders of our Series A Preferred Shares will not have voting rights.
 
 
 
 
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RISKS RELATED TO THE PROPOSED MERGER
 
As discussed elsewhere in this Annual Report on Form 10-K, we have entered into a Merger Agreement with Inland Diversified pursuant to which Inland Diversified would merge with and into a wholly owned subsidiary of ours.  There are a number of risks to our shareholders related the proposed Merger, which are set forth below.
 
The voting power of our shareholders will be diluted by the merger.
 
The merger will dilute the ownership position of our shareholders in our company. Upon completion of the merger, we estimate that our continuing shareholders will own between 40.6% and 41.4% of the issued and outstanding common shares of the combined company, and former Inland Diversified stockholders will own between 58.6% and 59.4% of the issued and outstanding common shares of the combined company, in both cases depending on the actual exchange ratio. Consequently, our shareholders, as a general matter, will have less influence over the management and policies of the combined company after the effective time of the merger than they currently exercise over our management and policies.
 
We expect to incur substantial expenses related to the merger.
 
We expect to incur substantial expenses in connection with completing the merger and integrating the business, operations, networks, systems, technologies, policies and procedures of the two companies. In addition, there are a large number of Inland Diversified systems that will need to be integrated into our systems, including property management, revenue management, tenant payment, lease administration, website content management, purchasing, accounting, payroll, fixed assets and financial reporting, which will require significant expense and diversion of management's attention from operating the business.
 
Although we have assumed that a certain level of transaction and integration expenses would be incurred, there are a number of factors beyond our control that could affect the total amount or the timing of the integration expenses. Many of the expenses that will be incurred, by their nature, are difficult to estimate accurately at the present time. As a result, the transaction and integration expenses associated with the merger could, particularly in the near term, exceed the savings that we expect to achieve from the elimination of duplicative expenses and the realization of economies of scale and cost savings related to the integration of the companies following the completion of the merger.
 
Following the merger, we may be unable to integrate our business with Inland Diversified successfully and realize the anticipated synergies and other benefits of the merger or do so within the anticipated timeframe.
 
The merger involves the combination of two companies that currently operate as independent public companies. Although we expect to benefit from certain synergies, including cost savings, we may encounter potential difficulties in the integration process including:
 
·  
the inability to successfully combine our business with Inland Diversified in a manner that permits us to achieve the cost savings anticipated to result from the merger, which would result in the anticipated benefits of the merger not being realized in the timeframe currently anticipated or at all;
 
·  
the complexities of combining two companies with different histories, cultures, regulatory restrictions, markets and tenant bases;
 
·
the risk of not realizing all of the anticipated operational efficiencies or other anticipated strategic and financial benefits of the merger within the expected timeframe or at all;
·
complexities associated with applying our standards, controls, procedures, and policies over a significantly larger base of assets;
 
·  
potential unknown liabilities and unforeseen increased expenses, delays or regulatory conditions associated with the merger; and
 
·  
performance shortfalls as a result of the diversion of our management’s attention caused by completing the merger and integrating the companies’ operations.
 
For all these reasons, it is possible that the integration process could result in the distraction of our management team, the disruption of our ongoing business or inconsistencies in our operations, services, standards, controls, procedures and policies, any of which could adversely affect our ability to maintain relationships with tenants, vendors and employees or to achieve the anticipated benefits of the merger, or could otherwise adversely affect our business and financial results.
 
 
 
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Our plan to sell certain of Inland Diversified’s assets subsequent to closing may not close on its expected terms or at all, which could adversely impact our leverage and business strategy.
 
Following the closing of the merger, we plan to evaluate Inland Diversified’s portfolio, dispose of certain of Inland Diversified's assets, including certain multifamily assets and the securities portfolio, and utilize the proceeds to reduce our indebtedness. In the event that the merger is consummated but our plan to sell certain of Inland Diversified’s assets is not consummated on its expected terms or at all, then our leverage will be higher than anticipated. Such an increase in leverage could adversely affect our financial condition, results of operations and ability to raise capital and its credit ratings. Furthermore, in such event, we would own a controlling interest in three multifamily assets and a securities portfolio, which are assets that are not a core part of our strategy. Our resulting portfolio of assets may not be perceived favorably by analysts and investors, which could adversely affect the trading price of our common shares.  Additionally, the Combined Company would be subject to various risks associated with owning these assets.
 
Our future results will suffer if we do not effectively manage our expanded operations following the merger.
 
Following the merger, we expect to continue to expand our operations through additional acquisitions of properties, some of which may involve complex challenges. Our future success will depend, in part, upon our ability to manage our expansion opportunities, which may pose substantial challenges for us to integrate new operations into our existing business in an efficient and timely manner, and upon our ability to successfully monitor our operations, costs, regulatory compliance and service quality, and to maintain other necessary internal controls. There is no assurance that our expansion or acquisition opportunities will be successful, or that we will realize its expected operating efficiencies, cost savings, revenue enhancements, synergies or other benefits.
 
The market price of shares of our common shares may be affected by factors different from those affecting our common share price before the merger.
 
Upon completion of the merger, we estimate that our continuing shareholders will own between 40.6% and 41.4% of our issued and outstanding common shares, and former Inland Diversified stockholders will own between 58.6% and 59.4% of our issued and outstanding common shares.
 
Our results of operations, as well as the market price of our common shares after the merger, may be affected by factors in addition to those currently affecting our results of operations and the market prices of our common shares. These factors include:
 
·  
the possibility that Inland Diversified stockholders, who prior to the merger have held for years Inland Diversified common stock which is not traded on a stock exchange and thus is difficult to sell, will quickly sell our common shares they receive in the merger and thereby increase the likelihood of a decline in the market price of our common shares;
 
·  
a greater number of common shares of the combined company outstanding as compared to the number of our currently outstanding common shares;
 
·  
different shareholders;
 
·  
different markets; and                                      
 
·  
different assets and capitalizations.
 
Accordingly, our historical financial results and the historical market price of our common shares may not be indicative of these matters for us after the merger.
 
We will have a significant amount of indebtedness following the merger and may need to incur more in the future.
 
We will have substantial indebtedness following completion of the Merger, as we expect to assume a substantial amount of Inland Diversified’s outstanding indebtedness. The increased amount of such indebtedness could have material adverse consequences for the combined company, including:
 
·  
hindering our ability to adjust to changing market, industry or economic conditions;
 
·  
limiting our ability to access the capital markets to raise additional equity or refinance maturing debt on favorable terms or to fund acquisitions or emerging businesses;
 
·  
limiting the amount of free cash flow available for future operations, acquisitions, dividends, stock repurchases or other uses;
 
·  
making us more vulnerable to economic or industry downturns, including interest rate increases; and
 
·  
placing us at a competitive disadvantage compared to less leveraged competitors. 
 
 
 
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We may incur adverse tax consequences if Inland Diversified has failed to qualify as a REIT for U.S. federal income tax purposes.
 
Inland Diversified has operated in a manner that we believe will allow us to continue to qualify as a REIT for U.S. federal income tax purposes under the Internal Revenue Code, and we intend to operate in a manner that we believe allows us to qualify as a REIT after the merger. Inland Diversified has not requested and does not plan to request a ruling from the IRS that it qualifies as a REIT.  Qualification as a REIT involves the application of highly technical and complex Internal Revenue Code provisions for which there are only limited judicial and administrative interpretations.  The determination of various factual matters and circumstances not entirely within the control of Inland Diversified may affect its ability to qualify as a REIT.  In order to qualify as a REIT, Inland Diversified must satisfy a number of requirements, including requirements regarding the ownership of its stock and the composition of its gross income and assets.  Also, Inland Diversified must make distributions to stockholders aggregating annually at least 90% of its net taxable income, excluding any net capital gains. Even if we retain our REIT status, if Inland Diversified 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, including cash available to pay dividends to our shareholders, because:
 
·  
we, as the successor by merger to Inland Diversified, would be subject to any corporate income tax liabilities of Inland Diversified, 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 Inland Diversified existing at the time of the merger if we were to dispose of the Inland Diversified asset within ten years following the merger;
 
·  
assuming that we otherwise maintained our REIT qualification, we would succeed to any earnings and profits accumulated by Inland Diversified 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;
 
·  
unless we were entitled to relief under applicable statutory provisions, we, as the “successor” trust to Inland Diversified, could not elect to be taxed as a REIT until the fifth taxable year following the taxable year during which Inland Diversified lost its REIT status;
 
·  
depending on the reason for Inland Diversified losing its REIT status, we may elect to use the deficiency dividend procedure in order to maintain our REIT status, which may require us to make significant distributions (and pay significant interest to the IRS);
 
·  
under the “investment company” rules under Section 368 of the Code, if we are an “investment company” and “Inland Diversified” is an “investment company,” our failure or the failure of Inland Diversified to qualify as a REIT could cause the merger to be taxable to us or Inland Diversified, respectively, and the relevant shareholders; and
 
·  
if there is an adjustment to Inland Diversified’s taxable income or dividends paid deductions, we could elect to use the deficiency dividend procedure in order to maintain Inland Diversified’s REIT status which deficiency dividend procedure could require us to make significant distributions to our shareholders and to pay significant interest to the IRS.
 
As a result of these factors, Inland Diversified’s failure before the merger to qualify as a REIT could impair our ability after the merger to expand our business and raise capital, and would materially adversely affect the value of our common shares.

 
TAX RISKS
 
 
Failure of our company to qualify as a REIT would have serious adverse consequences to us and our shareholders.
 
 
We believe that we have qualified for taxation as a REIT for federal income tax purposes commencing with our taxable year ended December 31, 2004.  We intend to continue to meet the requirements for qualification and taxation as a REIT, but we cannot assure shareholders that we will qualify as a REIT. 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. As a REIT, we generally will not be subject to federal income tax on our income that we distribute currently to our shareholders. Many of the REIT requirements, however, are highly technical and complex. The determination that we are a REIT requires an analysis of various factual matters and circumstances that may not be totally within our control. For example, 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. In addition, to qualify as a REIT, we cannot own specified amounts of debt and equity securities of some issuers. We also are required to distribute to our shareholders with respect to each year at least 90% of our “REIT taxable income” (determined before the deduction for dividends paid and excluding 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 rulings, that make it more difficult, or impossible, for us to remain qualified as a REIT.
 
 
 
25

 
 
 
If we fail to qualify as a REIT for federal income tax purposes, and are unable to avail ourselves of certain savings provisions set forth in the Internal Revenue Code, we would be subject to federal income tax at regular corporate rates. As a taxable corporation, we would not be allowed to take a deduction for distributions to shareholders in computing our taxable income or pass through long term capital gains to individual shareholders at favorable rates. We also could be subject to the federal alternative minimum tax and possibly increased state and local taxes. We would not be able to elect to be taxed as a REIT for four years following the year we first failed to qualify unless the IRS were to grant us relief under certain statutory provisions. If we failed to qualify as a REIT, we would have to pay significant income taxes, which would reduce our net earnings available for investment or distribution to our shareholders. If we fail to qualify as a REIT, such failure would cause an event of default under our unsecured revolving credit facility and may adversely affect our ability to raise capital and to service our debt.  This likely would have a significant adverse effect on our earnings and the value of our securities. In addition, we would no longer be required to pay any distributions to shareholders. If we fail to qualify as a REIT for federal income tax purposes and are able to avail ourselves of one or more of the statutory savings provisions in order to maintain our REIT status, we would nevertheless 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 federal income tax purposes, we will be required to pay certain 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% tax. 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. While we will undertake sales of assets if those assets become inconsistent with our long-term strategic or return objectives, we do not believe that those sales should be considered prohibited transactions, but there can be no assurance that the IRS would not contend otherwise. 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.
 
In addition, any net taxable income earned directly by our taxable REIT subsidiaries, or through entities that are disregarded for federal income tax purposes as entities separate from our taxable REIT subsidiaries, will be subject to federal and possibly state corporate income tax. We have elected to treat Kite Realty Holdings, LLC as a taxable REIT subsidiary, and we may elect to treat other subsidiaries as taxable REIT subsidiaries in the future. In this regard, several provisions of the laws applicable to REITs and their subsidiaries ensure that a taxable REIT subsidiary will be subject to an appropriate level of federal income taxation. For example, a taxable REIT subsidiary 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 subsidiaries if the economic arrangements between the REIT, the REIT’s tenants, and the taxable REIT subsidiary 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 federal income tax on that income because not all states and localities treat REITs the same way they are treated for federal income tax purposes. To the extent that we and our affiliates are required to pay 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 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.
 
Dividends paid by REITs generally do not qualify for reduced tax rates.
 
The American Taxpayer Relief Act of 2012 (“ATRA”) was enacted on January 3, 2013.  Under ATRA, for taxable years beginning in 2013, for noncorporate taxpayers, the maximum rate applicable to “qualified dividend income” paid by regular “C” corporations to U.S. shareholders  generally is 20%, and there is no certainty as to how long this rate will be applicable.  Dividends payable by REITs, however, generally are not eligible for the current reduced rate. Although ATRA does not adversely affect the taxation of REITs or dividends payable by REITs, it could cause non-corporate taxpayers to perceive investments in REITs to be relatively less attractive than investments in the stocks of regular “C” corporations that pay dividends, which could adversely affect the value of the shares of REITs, including our common shares.
 
ITEM 1B. UNRESOLVED STAFF COMMENTS
 
 
None
 

 
26

 

 
ITEM 2. PROPERTIES
 
Retail Operating Properties
 
As of December 31, 2013, we owned interests in a portfolio of 66 retail operating properties totaling 11.5 million square feet of total GLA (including non-owned anchor space).  The following tables set forth more specific information with respect to the Company’s retail operating properties as of December 31, 2013:
 
OPERATING RETAIL PROPERTIES - TABLE I
 
Property1
State
MSA
Year  Built/Renovated
Year Added to Operating Portfolio
Acquired, Redeveloped, or Developed
Total GLA2
Owned GLA2
Percentage of Owned
GLA  Leased3
Clay Marketplace
AL
Birmingham
1966/2003
2013
Acquired
66,165
66,165
94.7%
Trussville Promenade
AL
Birmingham
1999
2013
Acquired
566,484
446,484
95.2%
12th Street Plaza
FL
Vero Beach
1978/2003
2012
Acquired
141,323
138,268
96.6%
Bayport Commons7
FL
Oldsmar
2008
2008
Developed
268,556
97,112
92.6%
Burnt Store Promenade
FL
Punta Gorda
1989
2013
Acquired
214,223
94,223
74.4%
Cobblestone Plaza
FL
Ft Lauderdale
2011
2011
Developed
143,493
133,214
99.2%
Cove Center
FL
Stuart
1984/2008
2012
Acquired
155,063
155,063
96.2%
Estero Town Commons
FL
Naples
2006
2007
Developed
206,600
25,631
46.8%
Hunter's Creek Promenade
FL
Orlando
1994
2013
Acquired
229,729
119,729
96.2%
Indian River Square
FL
Vero Beach
1997/2004
2005
Acquired
379,246
142,706
95.9%
International Speedway Square
FL
Daytona
1999
1999
Developed
242,943
230,971
99.5%
Lakewood Promenade
FL
Jacksonville
1948/1998
2013
Acquired
196,870
196,870
85.4%
Lithia Crossing
FL
Tampa
2003
2011
Acquired
91,043
91,043
86.9%
Northdale Promenade
FL
Tampa
1985/2002
2013
Acquired
225,925
175,925
94.1%
Pine Ridge Crossing
FL
Naples
1993
2006
Acquired
258,874
105,867
97.4%
Riverchase Plaza
FL
Naples
1991/2001
2006
Acquired
78,380
78,330
98.4%
Shoppes of Eastwood
FL
Orlando
1997
2013
Acquired
69,037
69,037
98.1%
Shops at Eagle Creek
FL
Naples
1983
2003
Redeveloped
70,755
70,755
88.0%
Tarpon Springs Plaza
FL
Naples
2007
2007
Developed
276,346
82,547
96.6%
Waterford Lakes Village
FL
Orlando
1997
2004
Acquired
77,948
77,948
96.1%
Beechwood Promenade
GA
Athens
1961
2013
Acquired
342,322
342,322
95.0%
Publix at Acworth
GA
Atlanta
1996
2004
Acquired
69,628
69,628
96.6%
The Centre at Panola
GA
Atlanta
2001
2004
Acquired
73,079
73,079
100.0%
Fox Lake Crossing
IL
Chicago
2002
2005
Acquired
99,072
99,072
90.0%
Naperville Marketplace
IL
Chicago
2008
2008
Developed
169,600
83,763
98.1%
54th & College
IN
Indianapolis
2008
2008
Developed
20,100
*
Beacon Hill7
IN
Crown Point, IN
2006
2007
Developed
127,821
57,191
84.0%
Boulevard Crossing
IN
Kokomo
2004
2004
Developed
213,696
124,631
96.7%
Bridgewater Marketplace
IN
Indianapolis
2008
2008
Developed
50,820
25,975
68.2%
Castleton Crossing
IN
Indianapolis
1975
2013
Acquired
277,812
277,812
100.0%
Cool Creek Commons
IN
Indianapolis
2005
2005
Developed
137,107
124,646
96.4%
Depauw University Bookstore and Café
IN
Greencastle
2012
2012
Developed
11,974
11,974
100.0%
Eddy Street Commons
IN
South Bend
2009
2010
Developed
88,143
88,143
92.8%
Fishers Station4
IN
Indianapolis
1989
2004
Acquired/Redeveloped
116,943
116,943
96.6%
Geist Pavilion
IN
Indianapolis
2006
2006
Developed
64,114
64,114
82.3%
Glendale Town Center
IN
Indianapolis
1958/2008
2008
Redeveloped
685,827
393,002
99.1%
Greyhound Commons
IN
Indianapolis
2005
2005
Developed
153,187
*
Hamilton Crossing Centre
IN
Indianapolis
1999
2004
Acquired
87,353
82,353
98.3%
Rangeline Crossing
IN
Indianapolis
1986/2013
2013
Redeveloped
74,583
74,583
91.4%
Red Bank Commons
IN
Evansville
2005
2006
Developed
324,308
34,258
91.7%
Rivers Edge
IN
Indianapolis
2011
2011
Redeveloped
149,209
149,209
100.0%
Stoney Creek Commons
IN
Indianapolis
2000
2000
Developed
189,527
84,330
100.0%
The Corner
IN
Indianapolis
1984/2003
1984
Developed
42,494
42,494
93.8%
Traders Point
IN
Indianapolis
2005
2005
Developed
348,835
279,684
99.2%
Traders Point II
IN
Indianapolis
2005
2005
Developed
46,191
46,191
70.0%
Whitehall Pike
IN
Bloomington
1999
1999
Developed
128,997
128,997
100.0%
Zionsville Walgreens
IN
Indianapolis
2012
2012
Developed
14,550
14,550
100.0%



 
27

 

 
OPERATING RETAIL PROPERTIES - TABLE I (continued)
 
Property1
State
MSA
Year  Built/Renovated
Year Added to Operating Portfolio
Acquired, Redeveloped, or Developed
Total GLA2
Owned GLA2
Percentage of Owned
GLA  Leased3
Holly Springs Towne Center
NC
Holly Springs
2013
2013
Developed
374,334
207,589
90.8%
Oleander Place
NC
Wilmington
2012
2012
Redeveloped
47,610
45,530
100.0%
Toringdon Market
NC
Charlotte
2004
2013
Acquired
60,464
60,464
97.3%
Ridge Plaza
NJ
Oak Ridge
2002
2003
Acquired
115,088
115,088
89.1%
Eastgate Pavilion
OH
Cincinnati
1995
2004
Acquired
236,230
236,230
100.0%
Cornelius Gateway7
OR
Portland, OR
2006
2007
Developed
35,800
21,324
62.3%
Shops at Otty5
OR
Portland
2004
2004
Developed
154,845
9,845
100.0%
Plaza Green
SC
Greenville
2000
2012
Acquired
194,807
194,807
94.7%
Publix at Woodruff
SC
Greenville
1997
2012
Acquired
68,055
68,055
95.6%
Cool Springs Market
TN
Nashville
1995
2013
Acquired
285,156
223,912
91.3%
Burlington Coat Factory6
TX
San Antonio
1992/2000
2000
Redeveloped
107,400
107,400
100.0%
Kingwood Commons
TX
Houston
1999
2013
Acquired
164,356
164,356
98.1%
Market Street Village
TX
Hurst
1970/2004
2005
Acquired
163,625
156,625
100.0%
Plaza at Cedar Hill
TX
Dallas
2000
2004
Acquired
303,458
303,458
98.2%
Plaza Volente
TX
Austin
2004
2005
Acquired
160,333
156,333
99.1%
Portofino Shopping Center
TX
Houston
1999
2013
Acquired
491,792
371,792
94.6%
Sunland Towne Centre
TX
El Paso
1996
2004
Acquired
311,413
306,437
98.9%
50th & 12th
WA
Seattle
2004
2004
Developed
14,500
14,500
100.0%
Four Corner Square
WA
Maple Valley
1985
2013
Redeveloped
108,269
108,269
89.6%
         
TOTAL
11,463,830
8,358,846
95.3%

 
 
____________________
*
Property consists of ground leases only and, therefore, no Owned GLA.   As of December 31, 2013, the following were leased: 54th & College - single ground lease property; Greyhound Commons - two of four outlots leased.
 
     
1
All properties are wholly owned, except as indicated. Unless otherwise noted, each property is owned in fee simple by the Company.
 
     
2
Owned GLA represents gross leasable area that is owned by the Company. Total GLA includes Owned GLA, square footage attributable to non-owned anchor space, and non-owned structures on ground leases.
 
     
3
Percentage of Owned GLA Leased reflects Owned GLA/net rentable area (“NRA”) leased as of  December 31, 2013, except for Greyhound Commons and 54th & College (see *).
 
     
4
This property is divided into two parcels: a grocery store and small shops. The Company owns a 25% interest in the small shops parcel through a joint venture and a 100% interest in the grocery store. The joint venture partner is entitled to an annual preferred payment of $106,000. All remaining cash flow is distributed to the Company.
 
     
5
The Company does not own the land at this property. It has leased the land pursuant to two ground leases that expire in 2017. The Company has six five-year options to renew this lease.
 
     
6
The Company does not own the land at this property. It has leased the land pursuant to a ground lease that expires in 2018. The Company has four remaining five-year renewal options and a right of first refusal to purchase the land.
 
     
7
The Company owns and manages the following properties through joint ventures with third parties: Beacon Hill (50%); Cornelius Gateway (80%); and Bayport Commons (60%).  These properties are consolidated in the consolidated financial statements.
 
     

 

 

 
28

 

 
OPERATING RETAIL PROPERTIES – TABLE II
 
Property
State
MSA
Encumbrances
Annualized
Base Rent
Revenue1
Annualized Ground Lease Revenue
Annualized Total Retail Revenue
 
Percentage of Annualized Total Retail Revenue
Base Rent Per Leased Owned GLA2
 
Major Tenants and
Non-Owned Anchors3
Clay Marketplace
AL
Birmingham
$
— 
$786,185
$           — 
$786,185
 
0.72%
$12.55
 
Publix
Trussville Promenade
AL
Birmingham
— 
           3,903,599
        141,000
           4,044,599
 
3.72%
              9.18
 
Wal-Mart, Regal Cinemas, Marshalls, Big Lots, Petsmart, Dollar Tree, Kohl’s (non-owned), Sam’s Club (non-owned)
12th Street Plaza
FL
Vero Beach
— 
           1,274,199
              -
           1,274,199
 
1.17%
              9.54
 
Publix, Stein Mart, Tuesday Morning, Sunshine Furniture, Planet Fitness
Bayport Commons
FL
Oldsmar
12,733,766
           1,410,530
               -
           1,410,530
 
1.30%
            15.69
 
Gander Mountain, PetSmart,  Michaels, Target (non-owned)
Burnt Store Promenade
FL
Punta Gorda
— 
              619,655
               -
              619,655
 
0.57%
              8.84
 
Publix, Home Depot (non-owned)
Cobblestone Plaza
FL
Ft. Lauderdale
— 
           3,384,881
        200,000
           3,584,881
 
3.29%
            25.62
 
Whole Foods, Party City, All Pets Emporium
Cove Center
FL
Stuart
— 
           1,350,692
        260,000
           1,610,692
 
1.48%
              9.06
 
Publix, Beall's
Estero Town Commons
FL
Naples
— 
              220,207
        750,000
              970,207
 
0.89%
            18.35
 
Lowe's Home Improvement
Hunter's Creek Promenade
FL
Orlando
— 
           1,435,531
               -
           1,435,531
 
1.32%
            12.46
 
Publix
Indian River Square
FL
Vero Beach
12,451,226
           1,484,127
        125,000
           1,609,127
 
1.48%
            10.84
 
Beall's, Office Depot, Target (non-owned), Lowe's Home Improvement (non-owned)
International Speedway Square
FL
Daytona
20,300,144
           2,497,170
        418,475
           2,915,645
 
2.68%
            10.87
 
Bed, Bath & Beyond, Stein Mart, Old Navy, Staples, Michaels, Dick’s Sporting Goods, Total Wine & More
Lakewood Promenade
FL
Jacksonville
           1,861,390
               -
           1,861,390
 
1.71%
            11.07
 
SteinMart, Winn Dixie
Lithia Crossing
FL
Tampa
           1,066,410
         82,800
           1,149,210
 
1.06%
            13.48
 
Stein Mart, Fresh Market
Northdale Promenade
FL
Tampa
           1,868,465
               -
           1,868,465
 
1.72%
            11.29
 
TJ Maxx, Bealls, Crunch Fitness, Sweetbay (non-owned)
Pine Ridge Crossing
FL
Naples
17,086,058
           1,662,723
               -
           1,662,723
 
1.53%
            16.12
 
Publix, Target (non-owned), Beall's (non-owned)
Riverchase Plaza
FL
Naples
10,251,634
           1,164,347
               -
           1,164,347
 
1.07%
            15.10
 
Publix
Shops at Eastwood
FL
Orlando
              854,037
               -
              854,037
 
0.78%
            12.61
 
Publix
Shops at Eagle Creek
FL
Naples
              911,532
         55,104
              966,636
 
0.89%
            14.64
 
Fresh Market, Staples, Lowe's Home Improvement (non-owned)
Tarpon Springs Plaza
FL
Naples
           1,724,610
        100,000
           1,824,610
 
1.68%
            21.63
 
Cost Plus, AC Moore, Staples, Target (non-owned)
Waterford Lakes Village
FL
Orlando
              918,027
               -
              918,027
 
0.84%
            12.25
 
Winn-Dixie
Beechwood Promenade
GA
Athens
           3,654,820
               -
           3,654,820
 
3.36%
            11.24
 
TJ Maxx, Georgia Theatre, CVS, BodyPlex, SteinMart, Tuesday Morning, Fresh Market, Jos. A. Bank, Ann Taylor, Coldwater Creek, Talbots
Publix at Acworth
GA
Atlanta
6,888,354
              798,982
               -
              798,982
 
0.73%
            11.88
 
Publix
The Centre at Panola
GA
Atlanta
2,798,071
              882,212
               -
              882,212
 
0.81%
            12.07
 
Publix
Fox Lake Crossing
IL
Chicago
— 
           1,196,169
               -
           1,196,169
 
1.10%
            13.42
 
Dominick's Finer Foods, Dollar Tree
Naperville Marketplace
IL
Chicago
9,313,838
           1,085,094
               -
           1,085,094
 
1.00%
            13.21
 
TJ Maxx, PetSmart, Caputo’s (non-owned)
54th & College
IN
Indianapolis
— 
                     -
        260,000
              260,000
 
0.24%
 -
 
The Fresh Market (Ground Lease)
Beacon Hill
IN
Crown Point
6,859,650
              710,498
               -
              710,498
 
0.65%
            14.79
 
Strack & VanTill (non-owned), Walgreens (non-owned)
Boulevard Crossing
IN
Kokomo
13,243,138
           1,700,747
               -
           1,700,747
 
1.56%
            14.11
 
PETCO, TJ Maxx, Ulta Salon, Kohl's (non-owned)
Bridgewater Marketplace
IN
Indianapolis
1,935,200
              312,593
               -
              312,593
 
0.29%
            17.65
 
Walgreens (non-owned)
Castleton Crossing
IN
Indianapolis
— 
           2,987,802
               -
           2,987,802
 
2.75%
            10.75
 
K&G Menswear, Value City, TJ Maxx, Shoe Carnival, Dollar Tree, Burlington Coat Factory
Cool Creek Commons
IN
Indianapolis
16,903,926
           1,985,866
               -
           1,985,866
 
1.82%
            16.53
 
The Fresh Market, Stein Mart, Bang Fitness
Depauw University Bookstore and Café
IN
Greencastle
              100,119
               -
              100,119
 
0.09%
              8.36
 
Folletts, Starbucks
Eddy Street Commons
IN
South Bend
24,739,889
           1,815,486
               -
           1,815,486
 
1.67%
            22.20
 
Hammes Bookstore, Urban Outfitters
Fishers Station
IN
Indianapolis
7,733,720
           1,317,274
               -
           1,317,274
 
1.21%
            11.66
 
Marsh Supermarkets, Goodwill, Dollar Tree
Geist Pavilion
IN
Indianapolis
10,863,420
              872,126
               -
              872,126
 
0.80%
            16.53
 
Goodwill, Ace Hardware
Glendale Town Commons
IN
Indianapolis
— 
           2,687,020
               -
           2,687,020
 
2.47%
              6.90
 
Macy’s, Landmark Theaters, Staples, Indianapolis Library, Lowe's Home Improvement Center (non-owned), Target (non-owned), Walgreens (non-owned)
Greyhound Commons
IN
Indianapolis
— 
                     -
        221,748
              221,748
 
0.20%
 -
 
Lowe's Home Improvement Center (non-owned)
Hamilton Crossing Centre
IN
Indianapolis
12,660,991
           1,514,477
         78,650
           1,593,127
 
1.46%
            18.71
 
Office Depot
Rangeline Crossing
IN
Indianapolis
16,459,032
           1,423,840
               -
           1,423,840
 
1.31%
            20.88
 
Earth Fare, Walgreens
Red Bank Commons
IN
Evansville
— 
              442,845
               -
              442,845
 
0.41%
            14.10
 
Wal-Mart (non-owned), Home Depot (non-owned)
                       
 
 
 
29

 
 
 
OPERATING RETAIL PROPERTIES – TABLE II (continued)

Property
State
MSA
Encumbrances
Annualized
Base Rent
Revenue1
Annualized Ground Lease Revenue
Annualized Total Retail Revenue
 
Percentage of Annualized Total Retail Revenue
Base Rent Per Leased Owned GLA2
 
Major Tenants and
Non-Owned Anchors
Rivers Edge
IN
Indianapolis
— 
           2,852,257
               -
           2,852,257
 
2.62%
            19.12
 
Buy Buy Baby, Nordstrom Rack, The Container Store, Arhaus Furniture
Stoney Creek Commons
IN
Indianapolis
— 
              998,823
               -
              998,823
 
0.92%
            11.84
 
HH Gregg, LA Fitness, Office Depot, Lowe's Home Improvement (non-owned)
The Corner
IN
Indianapolis
— 
              603,649
               -
              603,649
 
0.55%
            15.14
 
Hancock Fabrics
Traders Point
IN
Indianapolis
44,348,363
           4,066,020
        435,000
           4,501,020
 
4.14%
            14.66
 
Dick's Sporting Goods, AMC Theatre, Marsh Supermarkets, Bed, Bath & Beyond, Michaels, Old Navy, PetSmart
Traders Point II
IN
Indianapolis
— 
              838,811
               -
              838,811
 
0.77%
            25.94
   
Whitehall Pike
IN
Bloomington
6,748,326
           1,014,000
               -
           1,014,000
 
0.93%
              7.86
 
Lowe's Home Improvement
Zionsville Walgreens
IN
Indianapolis
4,594,000
              426,000
               -
              426,000
 
0.39%
            29.28
 
Walgreens
Holly Springs Towne Center
NC
Holly Springs
33,537,912
           2,936,179
        188,004
           3,124,183
 
2.87%
            15.58
 
Dick's Sporting Goods, Marshalls, Petco, Ulta, Target (non-owned)
Oleander Place
NC
Wilmington
— 
              729,414
         80,000
              809,414
 
0.74%
            16.02
 
Whole Foods
Toringdon Market
NC
Charlotte
— 
           1,116,735
               -
           1,116,735
 
1.03%
            18.98
 
Earth Fare
Ridge Plaza
NJ
Oak Ridge
— 
           1,604,184
               -
           1,604,184
 
1.47%
            15.64
 
A&P Grocery, CVS
Eastgate Pavilion
OH
Cincinnati
16,164,000
           2,062,668
               -
           2,062,668
 
1.90%
              8.73
 
Best Buy, Dick's Sporting Goods, Value City Furniture, PetSmart, DSW
Cornelius Gateway
OR
Portland
— 
              221,280
               -
              221,280
 
0.20%
            16.65
 
Fedex/Kinkos
Shops at Otty
OR
Portland
— 
              281,752
        151,756
              433,508
 
0.40%
            28.62
 
Wal-Mart (non-owned)
Plaza Green
SC
Greenville
— 
           2,240,559
               -
           2,240,559
 
2.06%
            12.14
 
Bed Bath & Beyond, Christmas Tree Shops, Sears, Party City, Shoe Carnival, AC Moore, Old Navy
Publix at Woodruff
SC
Greenville
— 
              656,741
               -
              656,741
 
0.60%
            10.10
 
Publix
Cool Springs Market
TN
Nashville
— 
           3,026,996
               -
           3,026,996
 
2.78%
            14.81
 
Jo-Ann Fabric, Dicks Sporting Goods, Staples, Marshalls, Kroger (non-owned)
Burlington Coat Factory
TX
San Antonio
— 
              537,000
               -
              537,000
 
0.49%
              5.00
 
Burlington Coat Factory
Kingwood Commons
TX
Houston
— 
           2,926,314
               -
           2,926,314
 
2.69%
            18.16
 
Randall's Food and Drug, Petco, Chico’s, Talbots, Ann Taylor, Jos. A. Bank
Market Street Village
TX
Hurst
— 
           1,802,597
         33,000
           1,835,597
 
1.69%
            11.51
 
Jo-Ann Fabric, Ross, Office Depot, Buy Buy Baby
Plaza at Cedar Hill
TX
Dallas
— 
           3,658,728
               -
           3,658,728
 
3.36%
            12.28
 
Hobby Lobby, Office Max, Ross, Marshalls, Sprouts Farmers Market, Toys “R” Us/Babies “R” Us, HomeGoods, DSW
Plaza Volente
TX
Austin
26,849,712
           2,452,483
        110,000
           2,562,483
 
2.35%
            15.83
 
H-E-B Grocery
Portofino Shopping Center
TX
Houston
— 
           5,968,190
               -
           5,968,190
 
5.48%
            16.97
 
DSW, Michaels, Sports Authority, Lifeway Christian Store, SteinMart, Petsmart, Conn's Appliances, Old Navy
Sunland Towne Centre
TX
El Paso
24,289,082
           3,441,236
        115,290
           3,556,526
 
3.27%
            11.36
 
PetSmart, Ross, Kmart, Bed Bath & Beyond, Specs Fine Wines, Sprouts Farmers Market
50th & 12th
WA
Seattle
4,034,174
              475,000
               -
              475,000
 
0.44%
            32.76
 
Walgreens
Four Corner Square
WA
Maple Valley
18,885,990
           2,128,487
         71,004
           2,199,491
 
2.03%
            21.95
 
Walgreens, Grocery Outlet, The Hardware Store
   
TOTAL
$
382,673,616
$104,952,390
$3,876,831
$108,829,221
 
100%
$13.18
   
 
 
____________________
 
1
Annualized Base Rent Revenue represents the contractual rent for December 2013 for each applicable property, multiplied by 12. This table does not include Annualized Base Rent from development property tenants open for business as of December 31, 2013, as discussed on page 32.  Excludes tenant reimbursements.
 
     
2
Owned GLA represents gross leasable area that is owned by the Company. Total GLA includes Owned GLA, square footage attributable to non-owned anchor space and non-owned structures on ground leases.
 
     

 
30

 
 
Commercial Properties
 
As of December 31, 2013, we owned interests in two operating commercial properties totaling 0.4 million square feet of NRA and an associated parking garage.  The following sets forth more specific information with respect to the Company’s commercial properties as of December 31, 2013:
 
OPERATING COMMERCIAL PROPERTIES
 
Property
MSA
Year Built/
Renovated
Acquired,
Redeveloped
or Developed
Encumbrances
Owned
NRA
Percentage
of Owned
NRA
Leased
Annualized
Base Rent1
Percentage
of
Annualized
Commercial
Base Rent
Base Rent
Per Leased
Sq. Ft.
 
Major Tenants
Indiana
                     
30 South Meridian2
Indianapolis
1905/2002
Redeveloped
$
18,900,000
305,224
93.9%
$
4,816,724
81.1%
$
17.82
 
Indiana Supreme Court, City Securities, Kite Realty Group, Lumina Foundation
Union Station Parking Garage3
Indianapolis
1986
Acquired
— 
N/A
 N/A
 
N/A
N/A
 
N/A
 
Denison Parking
Eddy Street Office (part of Eddy Street Commons) 4
South Bend
2009
Developed
— 
81,628
100.0%
 
1,125,064
18.9%
 
13.78
 
University of Notre Dame Offices
     
 TOTAL
$
18,900,000
386,852
95.2%
$
5,941,788
100.0%
$
16.88
   

 
____________________
1
Annualized Base Rent represents the monthly contractual rent for December 2013 for each applicable property, multiplied by 12. Excludes tenant reimbursements.
   
2
Annualized Base Rent includes $723,216 from the Company and subsidiaries as of December 31, 2013.
   
3
The garage is managed by a third party.
   
4
The Company also owns Eddy Street Commons in South Bend, Indiana along with a parking garage that serves a hotel and the office and retail components of the property.

 

 

 
31

 

 
Development Projects
 
In addition to our operating retail properties and commercial properties, as of December 31, 2013, we owned interests in two under construction development projects and one development project pending commencement of construction.  The following sets forth more specific information with respect to the Company’s retail development properties as of December 31, 2013:
 
Under Construction:
                                   
Project
 
Company Ownership %
 
MSA
Encumbrances
Actual/
Projected  Opening
Date1
 
Projected
Owned
GLA2
 
Projected
Total
GLA3
 
Percent
of Owned
GLA
Pre-Leased/
Committed4
 
Total
Estimated
Project
Cost5
 
Cost
Incurred
as of
December 31, 20135,6
 
Major Tenants and Non-owned Anchors
Delray Marketplace, FL7
 
50%
 
Delray Beach
$
59,044,576
Q4 2012
 
255,554
 
260,267
 
86.8%
 
$
99,500
 
$
95,926
 
Publix, Frank Theatres,  Burt and Max's Grille, Charming Charlie, Chico's, White House/Black Market, Jos. A Bank
Parkside Town Commons, NC – Phase I8, 9
 
100%
 
Raleigh
 
3,181,997
Q2 2014
 
104,978
 
245,573
 
83.4%
   
39,000
   
33,163
 
Target (non-owned), Harris Teeter (ground lease), Jr. Box, Petco
Parkside Town Commons, NC – Phase II9
 
100%
 
Raleigh
 
13,279,198
Q4 2014
 
275,432
 
324,260
 
61.9%
   
70,000
   
24,576
 
Frank  Theatres, Golf Galaxy, Field & Stream
Total
       
$
75,505,771
   
635,964
 
830,100
 
75.5%
 
$
208,500
 
$
153,665
   
Cost incurred as of December 31, 2013 included in Construction in Progress on balance sheet
                     
$
78,099
   
 

 
Pending Commencement of Construction:
                         
Project
 
Company Ownership %
 
MSA
Encumbrances
Actual/
Projected  Opening
Date1
 
Projected
Owned
GLA2
 
Projected
Total
GLA3
 
Percent
of Owned
GLA
Pre-Leased/
Committed4
 
Total
Estimated
Project
Cost5
 
Cost
Incurred
as of
December 31, 20135,6
 
Major Tenants and Non-owned Anchors
Holly Springs Towne Center, NC – Phase II
 
100%
 
Raleigh
 
   
127,743
 
159,743
 
80.9%
   
44,300
   
16,849
 
Target (non-owned), Frank Theatres, and Three Junior Anchors
Total
       
$
   
127,743
 
159,743
 
80.9%
 
$
44,300
 
$
16,849
   
Cost incurred as of December 31, 2013 included in Construction in Progress on balance sheet
                     
$
16,849
   
 
 
____________________
1
Opening Date is defined as the first date a tenant is open for business or a ground lease payment is made. Stabilization (i.e., 85% occupied) typically occurs within six to twelve months after the opening date.
   
2
Projected Owned GLA represents gross leasable area we project we will own. It excludes square footage that we project will be attributable to non-owned outlot structures on land owned by us and expected to be ground leased to tenants. It also excludes non-owned anchor space.
   
3
Projected Total GLA includes Projected Owned GLA, projected square footage attributable to non-owned outlot structures on land that we own, and non-owned anchor space that currently exists or is under construction.
   
4
Excludes outlot land parcels owned by the Company and ground leased to tenants. Includes leases under negotiation for approximately 58,916 square feet for which the Company has signed non-binding letters of intent.
   
 
 
 
32

 
 
 
5
Dollars in thousands. Reflects both the Company’s and partners’ share of costs (if applicable).
   
6
Cost incurred is reclassified to fixed assets on the consolidated balance sheet on a pro-rata basis as portions of the asset are placed in service.
   
7
The Company owns Delray Marketplace through a joint venture through which it earns a preferred return (which is expected to deliver over 95% of cash flow to the Company), and 50% thereafter.
   
8
The owned GLA for Parkside Town Commons Phase I includes a 53,000 square foot ground lease with Harris Teeter Supermarket.
   
9
The construction loan for Phases I and II of Parkside Town Commons has a borrowing capacity of $87.2 million, of which $70.7 million is remaining for future construction draws.
 
Redevelopment Projects
 
In addition to our development projects, as displayed in the table above, we have interests in four redevelopment projects.  As of December 31, 2013, these four projects are expected to contain 0.6 million square feet.
 
Under Construction:
                                 
Project
 
Company Ownership %
 
MSA
Actual/
Projected  Opening
Date1
 
Projected
Owned
GLA2
 
Projected
Total
GLA3
 
Percent
of Owned
GLA
Pre-Leased/
Committed4
 
Total
Estimated
Project
Cost5
 
Cost
Incurred
as of
December 31, 20135,6
 
Major Tenants and Non-owned Anchors
Bolton Plaza, FL
 
100%
 
Jacksonville
Q1 2014
 
155,637
 
155,637
 
86.4%
 
$
10,300
 
$
6,569
 
Academy Sports & Outdoors, LA Fitness/Shops
King’s Lake Square, FL
 
100%
 
Naples
 
Q2 2014
 
88,153
 
88,153
 
88.4%
   
6,900
   
4,656
 
Publix
Total
           
243,790
 
243,790
 
87.1%
 
$
17,200
 
$
11,225
   
Costs incurred as of December 31, 2013 included in Construction in Progress on balance sheet
               
$
8,489
   
 
 
Pending Commencement of Construction:
                         
Project
 
Company Ownership %
 
MSA
Actual/
Projected  Opening
Date1
 
Projected
Owned
GLA2
 
Projected
Total
GLA3
 
Percent
of Owned
GLA
Pre-Leased/
Committed4
 
Total
Estimated
Project
Cost5
 
Cost
Incurred
as of
December 31, 20135,6
 
Major Tenants and Non-owned Anchors
Gainesville Plaza, FL
 
100%
 
Gainesville
TBD
 
177,826
 
177,826
 
   
TBD
 
$
286
   
Courthouse Shadows, FL
 
100%
 
Naples
 
TBD
 
134,867
 
134,867
 
   
TBD
   
481
 
Publix, Office Max
Total
           
312,693
 
312,693
 
   
 
$
767
   
Costs incurred as of December 31, 2013 included in Construction in Progress on balance sheet
               
$
676
   
 
____________________
1
Opening Date is defined as the first date a tenant is open for business or a ground lease payment is made. Stabilization (i.e., 85% occupied) typically occurs within six to twelve months after the opening date.
   
2
Projected Owned GLA represents gross leasable area we project we will own. It excludes square footage that we project will be attributable to non-owned outlot structures on land owned by us and expected to be ground leased to tenants. It also excludes non-owned anchor space.
   
3
Projected Total GLA includes Projected Owned GLA, projected square footage attributable to non-owned outlot structures on land that we own, and non-owned anchor space that currently exists or is under construction.
   
4
Excludes outlot land parcels owned by the Company and ground leased to tenants. Includes leases under negotiation for approximately 115,652 square feet for which the Company has signed non-binding letters of intent.
   
5
Dollars in thousands.
   
6
Cost incurred is reclassified to fixed assets on the consolidated balance sheet on a pro-rata basis as portions of the asset are placed in service.

 
33

 
 
Land Held for Future Development
 
As of December 31, 2013, we owned interests in land parcels comprising 131 acres that are expected to be used for future expansion of existing properties, development of new retail or commercial properties or sold to third parties.
 
Tenant Diversification
 
No individual retail or commercial tenant accounted for more than 4.7% of the portfolio’s annualized base rent for the year ended December 31, 2013. The following table sets forth certain information for the largest 10 tenants and non-owned anchor tenants (based on total GLA) open for business or for which ground lease payments are being made at the Company’s retail properties based on minimum rents in place as of December 31, 2013:
 
TOP 10 RETAIL TENANTS BY GROSS LEASABLE AREA
 
Tenant
 
Number of
Stores
 
Total GLA
 
Number of
Leases
 
Company
Owned GLA1
 
Number of  Anchor
Owned Stores
 
Anchor
Owned GLA2
Lowe's Home Improvement3
 
6
 
832,630
 
2
 
128,997
 
4
 
703,633
Wal-Mart
 
5
 
733,742
 
1
 
203,742
 
4
 
530,000
Target
 
6
 
676,315
 
 
 
6
 
676,315
Publix6
 
13
 
632,636
 
13
 
632,636
 
 
TJX Companies5
 
10
 
339,974
 
10
 
339,974
 
 
Dick's Sporting Goods
 
5
 
260,502
 
5
 
260,502
 
 
Home Depot
 
2
 
260,000
 
 
 
2
 
260,000
Bed Bath & Beyond4
 
9
 
258,668
 
9
 
258,668
 
 
Beall's
 
5
 
250,607
 
4
 
214,163
 
1
 
36,444
SteinMart
 
7
 
243,222
 
7
 
243,222
 
 
   
68
 
4,488,296
 
51
 
2,281,904
 
17
 
2,206,392
 
 
____________________
1
Excludes the estimated size of the structures located on land owned by the Company and ground leased to tenants.
   
2
Includes the estimated size of the structures located on land owned by the Company and ground leased to tenants.
   
3
The Company has entered into one ground lease with Lowe’s Home Improvement for a total of 163,000 square feet, which is included in Anchor Owned GLA.
   
4
Includes Buy Buy Baby, Christmas Tree Shops and Cost Plus which are owned by the same parent company.
   
5
Includes TJ Maxx, Home Goods and Marshalls, which are owned by the same parent company.
   
6
Publix has notified the Company it will vacate its space at Courthouse Shadows upon the expiration of its lease in May 2014.
 

 
34

 
 
The following table sets forth certain information for the largest 25 tenants open for business at the Company’s retail and commercial properties based on minimum rents in place as of December 31, 2013:
 
TOP 25 TENANTS BY ANNUALIZED BASE RENT1, 2
 
Tenant
 
Type of
Property
 
Number of
Stores
 
Leased GLA/NRA2
 
% of Owned
GLA/NRA
of the
Portfolio
 
Annualized
Base Rent1
 
Annualized
Base Rent
per Sq. Ft.3
 
% of Total
Portfolio
Annualized
Base Rent
Publix
 
Retail
 
13
 
632,636
 
7.0%
 
$
5,636,343
 
$
8.91
 
4.7%
TJX Companies 5
 
Retail
 
10
 
339,974
 
3.8%
   
2,984,897
   
8.78
 
2.5%
Bed Bath & Beyond 4
 
Retail
 
9
 
258,668
 
2.9%
   
2,833,480
   
10.95
 
2.3%
Dick's Sporting Goods
 
Retail
 
5
 
260,502
 
2.9%
   
2,508,174
   
9.63
 
2.1%
Petsmart
 
Retail
 
7
 
171,205
 
1.9%
   
2,354,649
   
13.75
 
1.9%
Lowe's Home Improvement
 
Retail
 
2
 
128,997
 
1.4%
   
1,764,000
   
6.04
 
1.5%
Beall's
 
Retail
 
4
 
214,163
 
2.4%
   
1,695,407
   
7.92
 
1.4%
Stein Mart
 
Retail
 
7
 
243,222
 
2.7%
   
1,665,646
   
6.85
 
1.4%
Marsh Supermarkets
 
Retail
 
2
 
124,902
 
1.4%
   
1,633,958
   
13.08
 
1.4%
Staples
 
Retail
 
5
 
101,762
 
1.1%
   
1,499,621
   
14.74
 
1.2%
Indiana Supreme Court
 
Commercial
 
1
 
78,313
 
0.9%
   
1,404,941
   
17.94
 
1.2%
Michaels
 
Retail
 
5
 
114,103
 
1.3%
   
1,380,070
   
12.09
 
1.1%
Walgreens
 
Retail
 
3
 
43,870
 
0.5%
   
1,376,000
   
31.37
 
1.1%
Burlington Coat Factory
 
Retail
 
2
 
182,400
 
2.0%
   
1,212,000
   
6.64
 
1.0%
HEB Grocery Company
 
Retail
 
1
 
105,000
 
1.2%
   
1,155,000
   
11.00
 
1.0%
Wal-Mart
 
Retail
 
1
 
203,742
 
2.3%
   
1,100,207
   
5.40
 
0.9%
Whole Foods
 
Retail
 
2
 
66,144
 
0.7%
   
1,043,976
   
15.78
 
0.9%
Office Depot
 
Retail
 
4
 
96,060
 
1.1%
   
1,027,338
   
10.69
 
0.8%
Mattress Firm
 
Retail
 
9
 
37,523
 
0.4%
   
956,415
   
25.49
 
0.8%
Regal Cinemas
 
Retail
 
1
 
63,260
 
0.7%
   
930,555
   
14.71
 
0.8%
DSW
 
Retail
 
3
 
63,380
 
0.7%
   
922,372
   
14.55
 
0.8%
Ross Stores
 
Retail
 
3
 
87,574
 
1.0%
   
856,087
   
9.78
 
0.7%
City Financial Corp
 
Commercial
 
1
 
52,151
 
0.6%
   
855,000
   
16.39
 
0.7%
Franks Theater Cinebowl & Grille
 
Retail
 
1
 
62,280
 
0.7%
   
850,752
   
13.66
 
0.7%
Kmart
 
Retail
 
1
 
110,875
 
1.2%
   
850,379