UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

 

FORM 10-K/A

 

(Amendment No. 1)

 

(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).

 

 

 


 

EXPLANATORY NOTE

 

Kite Realty Group Trust (the “Company”) is filing this Amendment No. 1 on Form 10-K/A (the “Amendment”) to its Annual Report on Form 10-K for the fiscal year ended December 31, 2013 (the “Original Form 10-K Filing”), which was originally filed with the U.S. Securities and Exchange Commission (the “SEC”) on March 7, 2014, solely for the purpose of filing as an exhibit the Purchase and Sale Agreement, dated as of November 5, 2013, by and among KRG Development, LLC, a wholly-owned subsidiary of the Company, and OZ/CLP Hunter’s Creek LLC, OZ/CLP Lakewood LLC, OZ/CLP Northdale LLC, OZ/CLP Burnt Store LLC, OZ/CLP Portofino LP, OZ/CLP Kingwood Commons LP, OZ/CLP Clay LLC, OZ/CLP Trussville I LLC, OZ/CLP Trussville II LLC, and OZ/CLP Beechwood LLC (the “Purchase Agreement”) which was inadvertently omitted from the Original Filing. In addition, in accordance with Rule 12b-15 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), Item 15 of Part IV of the Original Form 10-K Filing has been amended and restated to include as exhibits the Purchase Agreement and new certifications by our principal executive officer and principal financial officer and to update the filing location of certain other exhibits included therein.

 

Except as expressly set forth herein, this Amendment does not reflect events occurring after the date of the Original Form 10-K Filing or modify or update any of the other disclosures contained therein in any way other than as required to reflect the amendments discussed above. Accordingly, this Amendment should be read in conjunction with the Original Form 10-K Filing and the Company’s other filings with the SEC.

 

2


 

PART IV

 

ITEM 15. EXHIBITS, AND FINANCIAL STATEMENT SCHEDULE

 

(a)

Documents filed as part of this report:

 

(1)

Financial Statements:

 

 

Consolidated financial statements for the Company listed on the index immediately preceding the financial statements at the end of this report.

 

(2)

Financial Statement Schedule:

 

 

Financial statement schedule for the Company listed on the index immediately preceding the financial statements at the end of this report.

 

(3)

Exhibits:

 

 

The Company files as part of this report the exhibits listed on the Exhibit Index.

 

 

 

(b)

Exhibits:

 

The Company files as part of this report the exhibits listed on the Exhibit Index.

 

 

 

(c)

Financial Statement Schedule:

 

The Company files as part of this report the financial statement schedule listed on the index immediately preceding the financial statements at the end of this report.

 

3


 

SIGNATURES

 

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 

 

 

KITE REALTY GROUP TRUST

 

 

 

(Registrant)

 

 

 

 

 

 

 

/s/ JOHN A. KITE

 

 

 

John A. Kite

July 14, 2014

 

 

Chairman and Chief Executive Officer

(Date)

 

 

(Principal Executive Officer)

 

4


 

EXHIBIT INDEX

 

Exhibit No.

 

Description

 

Location

3.1

 

Articles of Amendment and Restatement of Declaration of Trust of the Company

 

Incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K of Kite Realty Group Trust filed with the SEC on August  20, 2004

 

 

 

 

 

3.2

 

Articles Supplementary designating Kite Realty Group Trust’s 8.250% Series A Cumulative Redeemable Perpetual Preferred Shares, liquidation preference $25.00 per share, par value $0.01 per share

 

Incorporate by reference to Exhibit 3.2 to the Current Report on Form 8-K of Kite Realty Group Trust filed with the SEC on March 12, 2012

 

 

 

 

 

3.3

 

Articles Supplementary establishing additional shares of Kite Realty Group Trust’s 8.250% Series A Cumulative Redeemable Perpetual Preferred Shares, liquidation preference $25.00 per share, par value $0.01 per share

 

Incorporated by reference to Exhibit 3.1 to Kite Realty Group Trust’s registration statement of Form 8-A filed on December 7, 2010

 

 

 

 

 

3.4

 

First Amended and Restated Bylaws of the Company, as amended

 

Incorporated by reference to Exhibit 3.1 of the Quarterly Report on Form 10-Q of Kite Realty Group Trust for the period ended June 30, 2012

 

 

 

 

 

4.1

 

Form of Common Share Certificate

 

Incorporated by reference to Exhibit 4.1 to Kite Realty Group Trust’s registration statement on Form S-11 (File No. 333-114224) declared effective by the SEC on August 10, 2004

 

 

 

 

 

4.2

 

Form of share certificate evidencing the 8.250% Series A Cumulative Redeemable Perpetual Preferred Shares, liquidation preference $25.00 per share, per value $0.01 per share

 

Incorporate by reference to Exhibit 4.1 to Kite Realty Group Trust’s registration statement on Form 8-A filed on December 7, 2010

 

 

 

 

 

10.1

 

Amended and Restated Agreement of Limited Partnership of Kite Realty Group, L.P., dated as of August 16, 2004

 

Incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K of Kite Realty Group Trust filed with the SEC on August  20, 2004

 

 

 

 

 

10.2

 

Amendment No. 1 to Amended and Restated Agreement of Limited Partnership of Kite Realty Group, L.P., dated as of December 7, 2010

 

Incorporate by reference to Exhibit 10.1 to the Current Report on Form 8-K of Kite Realty Group Trust filed with the SEC on December 13, 2010

 

 

 

 

 

10.3

 

Amendment No. 2 to Amended and Restated Agreement of Limited Partnership of Kite Realty Group, L.P.

 

Incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K of Kite Realty Group Trust filed with the SEC on March 12, 2012

 

 

 

 

 

10.4

 

Employment Agreement, dated as of August 16, 2004, by and between the Company and John A. Kite*

 

Incorporated by reference to Exhibit 10.9 to the Current Report on Form 8-K of Kite Realty Group Trust filed with the SEC on August  20, 2004

 

 

 

 

 

10.5

 

Employment Agreement, dated as of August 16, 2004, by and between the Company and Thomas K. McGowan*

 

Incorporated by reference to Exhibit 10.10 to the Current Report on Form 8-K of Kite Realty Group Trust filed with the SEC on August  20, 2004

 

 

 

 

 

10.6

 

Employment Agreement, dated as of August 16, 2004, by and between the Company and Daniel R. Sink*

 

Incorporated by reference to Exhibit 10.11 to the Current Report on Form 8-K of Kite Realty Group Trust filed with the SEC on August  20, 2004

 

 

 

 

 

10.7

 

Noncompetition Agreement, dated as of August 16, 2004, by and between the Company and John A. Kite*

 

Incorporated by reference to Exhibit 10.13 to the Current Report on Form 8-K of Kite Realty Group

 

5


 

 

 

 

 

Trust filed with the SEC on August  20, 2004

 

 

 

 

 

10.8

 

Noncompetition Agreement, dated as of August 16, 2004, by and between the Company and Thomas K. McGowan*

 

Incorporated by reference to Exhibit 10.14 to the Current Report on Form 8-K of Kite Realty Group Trust filed with the SEC on August  20, 2004

 

 

 

 

 

10.9

 

Noncompetition Agreement, dated as of August 16, 2004, by and between the Company and Daniel R. Sink*

 

Incorporated by reference to Exhibit 10.15 to the Current Report on Form 8-K of Kite Realty Group Trust filed with the SEC on August  20, 2004

 

 

 

 

 

10.10

 

Indemnification Agreement, dated as of August 16, 2004, by and between Kite Realty Group, L.P. and Alvin E. Kite*

 

Incorporated by reference to Exhibit 10.16 to the Current Report on Form 8-K of Kite Realty Group Trust filed with the SEC on August  20, 2004

 

 

 

 

 

10.11

 

Indemnification Agreement, dated as of August 16, 2004, by and between Kite Realty Group, L.P. and John A. Kite*

 

Incorporated by reference to Exhibit 10.17 to the Current Report on Form 8-K of Kite Realty Group Trust filed with the SEC on August  20, 2004

 

 

 

 

 

10.12

 

Indemnification Agreement, dated as of August 16, 2004, by and between Kite Realty Group, L.P. and Thomas K. McGowan*

 

Incorporated by reference to Exhibit 10.18 to the Current Report on Form 8-K of Kite Realty Group Trust filed with the SEC on August  20, 2004

 

 

 

 

 

10.13

 

Indemnification Agreement, dated as of August 16, 2004, by and between Kite Realty Group, L.P. and Daniel R. Sink*

 

Incorporated by reference to Exhibit 10.19 to the Current Report on Form 8-K of Kite Realty Group Trust filed with the SEC on August  20, 2004

 

 

 

 

 

10.14

 

Indemnification Agreement, dated as of August 16, 2004, by and between Kite Realty Group, L.P. and William E. Bindley*

 

Incorporated by reference to Exhibit 10.20 to the Current Report on Form 8-K of Kite Realty Group Trust filed with the SEC on August  20, 2004

 

 

 

 

 

10.15

 

Indemnification Agreement, dated as of August 16, 2004, by and between Kite Realty Group, L.P. and Michael L. Smith*

 

Incorporated by reference to Exhibit 10.21 to the Current Report on Form 8-K of Kite Realty Group Trust filed with the SEC on August  20, 2004

 

 

 

 

 

10.16

 

Indemnification Agreement, dated as of August 16, 2004, by and between Kite Realty Group, L.P. and Eugene Golub*

 

Incorporated by reference to Exhibit 10.22 to the Current Report on Form 8-K of Kite Realty Group Trust filed with the SEC on August  20, 2004

 

 

 

 

 

10.17

 

Indemnification Agreement, dated as of August 16, 2004, by and between Kite Realty Group, L.P. and Richard A. Cosier*

 

Incorporated by reference to Exhibit 10.23 to the Current Report on Form 8-K of Kite Realty Group Trust filed with the SEC on August  20, 2004

 

 

 

 

 

10.18

 

Indemnification Agreement, dated as of August 16, 2004, by and between Kite Realty Group, L.P. and Gerald L. Moss*

 

Incorporated by reference to Exhibit 10.24 to the Current Report on Form 8-K of Kite Realty Group Trust filed with the SEC on August  20, 2004

 

 

 

 

 

10.19

 

Indemnification Agreement, dated as of November 3, 2008, by and between Kite Realty Group, L.P. and Darell E. Zink, Jr.*

 

Incorporated by reference to Exhibit 10.4 to the Quarterly Report on Form 10-Q of Kite Realty Group Trust for the period ended September 30, 2008

 

 

 

 

 

10.20

 

Indemnification Agreement, dated as of March 8, 2013, by and between Kite Realty Group, L.P. and Victor J. Coleman *

 

Incorporated by reference to Exhibit 10.20 to the Annual Report on Form 10-K of Kite Realty Group Trust for the period ended December 31, 2012

 

 

 

 

 

10.21

 

Indemnification Agreement, dated as of March 7, 2014, by and between Kite Realty Group, L.P. and Christie B. Kelly *

 

Incorporated by reference to Exhibit 10.21 to the Annual Report on Form 10-K of Kite Realty Group Trust for the period ended December 31, 2013

 

6


 

10.22

 

Indemnification Agreement, dated as of March 7, 2014, by and between Kite Realty Group, L.P. and David R. O’Reilly *

 

Incorporated by reference to Exhibit 10.22 to the Annual Report on Form 10-K of Kite Realty Group Trust for the period ended December 31, 2013

 

 

 

 

 

10.23

 

Indemnification Agreement, dated as of March 7, 2014, by and between Kite Realty Group, L.P. and Barton R. Peterson *

 

Incorporated by reference to Exhibit 10.22 to the Annual Report on Form 10-K of Kite Realty Group Trust for the period ended December 31, 2013

 

 

 

 

 

10.24

 

Kite Realty Group Trust 2013 Equity Incentive Plan *

 

Incorporated by reference to the Kite Realty Group Trust  definitive Proxy Statement, filed with the SEC on April 8, 2013

 

 

 

 

 

10.25

 

Kite Realty Group Trust Executive Bonus Plan*

 

Incorporated by reference to Exhibit 10.27 to the Current Report on Form 8-K of Kite Realty Group Trust filed with the SEC on August  20, 2004

 

 

 

 

 

10.26

 

Kite Realty Group Trust 2008 Employee Share Purchase Plan*

 

Incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K of Kite Realty Group Trust filed with the SEC on May 12, 2008

 

 

 

 

 

10.27

 

Registration Rights Agreement, dated as of August 16, 2004, by and among the Company, Alvin E. Kite, Jr., John A. Kite, Paul W. Kite, Thomas K. McGowan, Daniel R. Sink, George F. McMannis, Mark Jenkins, C. Kenneth Kite, David Grieve and KMI Holdings, LLC

 

Incorporated by reference to Exhibit 10.32 to the Current Report on Form 8-K of Kite Realty Group Trust filed with the SEC on August  20, 2004

 

 

 

 

 

10.28

 

Amendment No. 1 to Registration Rights Agreement, dated August 29, 2005, by and among the Company and the other parties listed on the signature page thereto

 

Incorporated by reference to Exhibit 10.2 to the Quarterly Report on Form 10-Q of Kite Realty Group Trust for the period ended September 30, 2005

 

 

 

 

 

10.29

 

Tax Protection Agreement, dated August 16, 2004, by and among the Company, Kite Realty Group, L.P., Alvin E. Kite, Jr., John A. Kite, Paul W. Kite, Thomas K. McGowan and C. Kenneth Kite

 

Incorporated by reference to Exhibit 10.33 to the Current Report on Form 8-K of Kite Realty Group Trust filed with the SEC on August 20, 2004

 

 

 

 

 

10.30

 

Form of Nonqualified Share Option Agreement under 2013 Equity Incentive Plan*

 

Incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K of Kite Realty Group Trust filed with the SEC on May 14, 2013

 

 

 

 

 

10.31

 

Form of Restricted Share Agreement under 2013 Equity Incentive Plan*

 

Incorporated by reference to Exhibit 10.2 of the Current Report on Form 8-K of Kite Realty Group Trust filed with the SEC on May 14, 2013

 

 

 

 

 

10.32

 

Schedule of Non-Employee Trustee Fees and Other Compensation*

 

Incorporated by reference to Exhibit 10.4 of the Quarterly Report on Form 10-Q of Kite Realty Group Trust for the period ended June 30, 2013

 

 

 

 

 

10.33

 

Kite Realty Group Trust Trustee Deferred Compensation Plan*

 

Incorporated by reference to Exhibit 10.1 to the Quarterly Report on Form 10-Q of Kite Realty Group Trust for the period ended June 30, 2006

 

 

 

 

 

10.34

 

Consulting Agreement, dated as of March 31, 2009, by and between the Company and Alvin E. Kite, Jr.

 

Incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K of Kite Realty Group Trust filed with the SEC on April 6, 2009

 

 

 

 

 

10.35

 

Third Amended and Restated Credit Agreement, dated as of February 26, 2013, by and among the Operating

 

Incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K of Kite Realty Group Trust filed with the SEC on March 4, 2013

 

7


 

 

 

Partnership, the Company, KeyBank National Association, as Administrative Agent, Bank of America, N.A., as Syndication Agent, Wells Fargo Bank, National Association, as successor to Wachovia Bank, National Association, as Documentation Agent, KeyBanc Capital Markets and Merrill Lynch, Pierce, Fenner & Smith Incorporated, as Co-Lead Arrangers, and the other lenders party thereto.

 

 

 

 

 

 

 

10.36

 

Second Amended and Restated Guaranty, dated as of February 26, 2013, by the Company and certain subsidiaries of the Operating Partnership party thereto.

 

Incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K of Kite Realty Group Trust filed with the SEC on March 4, 2013

 

 

 

 

 

10.37

 

Term Loan Agreement, dated as of April 30, 2012, by and among the Operating Partnership, the Company, KeyBank National Association, as Administrative Agent, Wells Fargo Bank, National Association, as Syndication Agent, the Huntington National Bank, as Documentation Agent, Keybanc Capital Markets and Wells Fargo Securities, LLC, as Joint Bookrunners and Joint Lead Arrangers, and the other lenders party thereto.

 

Incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K of Kite Realty Group Trust filed with the SEC on May 4, 2012

 

 

 

 

 

10.38

 

First Amendment to Term Loan Agreement, dated as of February 26, 2013, by and among the Operating Partnership, the Company, certain subsidiaries of the Operating Partnership party thereto, KeyBank National Association, as a lender and as Administrative Agent, and the other lenders party thereto.

 

Incorporated by reference to Exhibit 10.3 to the Current Report on Form 8-K of Kite Realty Group Trust filed with the SEC on March 4, 2013

 

 

 

 

 

10.39

 

Second Amendment to Term Loan Agreement, dated as of August 21, 2013, by and among the Operating Partnership, the Company, certain subsidiaries of the Operating Partnership party thereto, KeyBank National Association, as a lender and as Administrative Agent, and the other lenders party thereto.

 

Incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K of Kite Realty Group Trust filed with the SEC on August 27, 2013

 

 

 

 

 

10.40

 

Guaranty, dated as of April 30, 2012, by the Company and certain subsidiaries of the Operating Partnership party thereto

 

Incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K of Kite Realty Group Trust filed with the SEC on May 4, 2012

 

 

 

 

 

10.41

 

Purchase and Sale Agreement, dated as of November 5, 2013, by and among KRG Development, LLC, a wholly-owned subsidiary of the Company, and OZ/CLP Hunter’s Creek LLC, OZ/CLP Lakewood LLC, OZ/CLP Northdale LLC, OZ/CLP Burnt Store LLC, OZ/CLP Portofino LP, OZ/CLP Kingwood Commons LP, OZ/CLP Clay LLC, OZ/CLP Trussville I LLC, OZ/CLP Trussville II LLC, and OZ/CLP Beechwood LLC

 

Filed herewith

 

 

 

 

 

12.1

 

Statement of Computation of Ratio of Earnings to Combined Fixed Charges and Preferred Dividends

 

Incorporated by reference to Exhibit 12.1 to the Annual Report on Form 10-K of Kite Realty Group Trust for the period ended December 31, 2013

 

 

 

 

 

21.1

 

List of Subsidiaries

 

Incorporated by reference to Exhibit 12.1 to the Annual Report on Form 10-K of Kite Realty Group

 

8


 

 

 

 

 

Trust for the period ended December 31, 2013

 

 

 

 

 

23.1

 

Consent of Ernst & Young LLP

 

Incorporated by reference to Exhibit 23.1 to the Annual Report on Form 10-K of Kite Realty Group Trust for the period ended December 31, 2013

 

 

 

 

 

31.1

 

Certification of principal executive officer required by Rule 13a-14(a)/15d-14(a) under the Exchange Act, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

 

Filed herewith

 

 

 

 

 

31.2

 

Certification of principal financial officer required by Rule 13a-14(a)/15d-14(a) under the Exchange Act, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

 

Filed herewith

 

 

 

 

 

32.1

 

Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

 

Filed herewith

 

 

 

 

 

101.INS

 

XBRL Instance Document

 

Incorporated by reference to Exhibit 101.INS to the Annual Report on Form 10-K of Kite Realty Group Trust for the period ended December 31, 2013

 

 

 

 

 

101.SCH

 

XBRL Taxonomy Extension Schema Document

 

Incorporated by reference to Exhibit 101.SCH to the Annual Report on Form 10-K of Kite Realty Group Trust for the period ended December 31, 2013

 

 

 

 

 

101.CAL

 

XBRL Taxonomy Extension Calculation Linkbase Document

 

Incorporated by reference to Exhibit 101.CAL to the Annual Report on Form 10-K of Kite Realty Group Trust for the period ended December 31, 2013

 

 

 

 

 

101.LAB

 

XBRL Taxonomy Extension Label Linkbase Document

 

Incorporated by reference to Exhibit 101.LAB to the Annual Report on Form 10-K of Kite Realty Group Trust for the period ended December 31, 2013

 

 

 

 

 

101.PRE

 

XBRL Taxonomy Extension Presentation Linkbase Document

 

Incorporated by reference to Exhibit 101.PRE to the Annual Report on Form 10-K of Kite Realty Group Trust for the period ended December 31, 2013

 

 

 

 

 

101.DEF

 

XBRL Taxonomy Extension Definition Linkbase Document

 

Incorporated by reference to Exhibit 101.DEF to the Annual Report on Form 10-K of Kite Realty Group Trust for the period ended December 31, 2013

 

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

 

9