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Operator: Thank you for standing by and welcome to Kite Realty Group Trust Fourth Quarter 2022 Earnings Conference Call. As a reminder, today’s program is being recorded. And now I’d like to introduce your host for today’s program, Bryan McCarthy, Senior Vice President, Corporate Marketing and Communications. Please go ahead, sir. Bryan McCarthy, you may begin.

Bryan McCarthy: Thank you and good afternoon, everyone. Welcome to Kite Realty Group’s fourth quarter earnings call. Some of today’s comments contain forward-looking statements that are based on assumptions of future events and are subject to inherent risks and uncertainties. Actual results may differ materially from these statements. For more information about the factors that can adversely affect the company’s results, please see our SEC filings, including our most recent Form 10-K. Today’s remarks also include certain non-GAAP financial measures. Please refer to yesterday’s earnings press release available on our website for a reconciliation of these non-GAAP performance measures to our GAAP financial results. On the call with me today from Kite Realty Group are Chairman and Chief Executive Officer, John Kite; President and Chief Operating Officer, Tom McGowan; Executive Vice President and Chief Financial Officer, Heath Fear; Senior Vice President and Chief Accounting Officer, Dave Buell; and Senior Vice President, Capital Markets and Investor Relations, Tyler Henshaw.

I will now turn the call over to John.

John Kite: Alright. Thanks, Bryan and good morning or good afternoon, everybody. Look, to say that we are proud of what we accomplished here at KRG during the course of 2022 would just be a massive understatement. We are currently at the lowest leverage levels and highest fixed charge coverage ratios in KRG’s history. Our ABR per square foot, leasing volumes and blended cash leasing spreads are at a high watermark for KRG. For those reasons, amongst many others, we achieved the highest total shareholder return among our peer group, which is a testament to our team’s ability to operate our platform at the highest level. I want to thank the entire team for all of its hard work, focus, and dedication. Our best days are clearly ahead of us and we are committed to extending our current streak of outperformance across every metric.

Before I provide further commentary on 2023, I’d like to highlight some key metrics from a spectacular 2022. KRG generated FFO as adjusted per share of $1.93, which represents a 29% increase per share over 2021 and a $0.21 increase over the midpoint of our original 2022 guidance. Our same-property NOI growth for the year was 5.1%, beating the original midpoint of our guidance by 310 basis points. Heath will lay out the components of our outperformance to provide additional context later on. Our ABR per square foot has now eclipsed $20 and has still plenty of room to grow, as demonstrated by the $27 rents per square foot achieved on all comparable new leases in 2022. Our net debt-to-EBITDA continued to trend down to 5.2x and we have over $1 billion of liquidity.

We leased nearly 4.9 million square feet at 12.6% blended comparable cash leasing spreads, which represents approximately 17% of our total GLA. Excluding option renewals, blended cash spreads for comparable new and non-option renewals were 18.1%. Our leasing volume and rent spreads clearly showcased the demand for our high-quality shopping destinations and our team’s ability to capitalize on a strong retail environment. More importantly, returns on capital for our new leasing activity in 2022 were nearly 36%. Leasing our existing space continues to represent the best risk-adjusted return of our capital. Not only did we execute on the leasing side, but our development, construction, and tenant coordination teams delivered spaces on budget and ahead of schedule in a very turbulent year for construction.

We opened 245 new tenants, representing approximately $40 million of annualized NOI throughout 2022, which is another reason we believe our construction and development roots remain a competitive advantage for our platform. Our strategy for the next 18 months is straightforward. We still have 150 basis point spread between our current and pre-COVID leased rate, which represents the most near-term upside amongst our peers. As we navigate an uncertain macro environment, we have the luxury of producing internal growth by doing what we do best, leasing space. Additionally, we have a healthy $33 million signed-not-open pipeline to help buffer any potential tenant disruption in 2023. The issues around Bed Bath & Beyond and Party City are well documented, and Heath will detail how we plan to address those tenants in terms of our guidance.

Any disruption from those tenants could impact our lease rate in the near term, but they are not a read-through to the broader retail environment. We continue to see strong demand from a variety of anchor tenants with whom we have recently signed leases, including ALDI, Lidl, Trader Joe’s, Total Wine, DICK’S Sporting Goods, HomeGoods, pOpshelf, Ulta, and Five Below, amongst many others. Successful retailers continue to implement an omnichannel strategy across their fleets, where the physical store is an integral distribution point to deliver products and services to consumers. Supply of high-quality open-air retail space remains low, and demand continues to be strong as demonstrated by our ability to grow rents at compelling returns. Our focused plan for 2023 is supported by one of the strongest balance sheets in the sector and limited future capital commitments.

We have the flexibility to primarily focus our capital allocation efforts on leasing as we only have $44 million remaining to spend on our active developments. Our measured approach to future development opportunities mandates that we take our time to establish the best risk-adjusted returns for KRG. Each development has its own nuances, and during the course of 2022, we made significant progress in preparing our entitled land bank as a lever for future growth. In various instances, we’ve demonstrated our willingness to monetize parcels, joint venture with best-in-class partners, serve as a master developer and earn fee income, or take on projects solely ourselves. At KRG, we prefer the optionality to evaluate each scenario with the duty of achieving the best risk-adjusted return for our stakeholders.

On the transactional front, we remain opportunistic. And like last year, we intend to transact in pods of activity that are either neutral or accretive by match-funding acquisitions in our target markets with dispositions of non-core assets. For the time being, we feel this is the most logical approach provided the strength of our balance sheet will allow us to immediately pivot should a compelling opportunity arise. KRG is in a very strong position. We will continue to operate the company with our signature focus and vigor to showcase the quality and upside embedded in our portfolio. I will now turn the call over to Heath for further color.

Heath Fear: Good afternoon and thank you for joining us today. It’s impossible not to feel an overwhelming sense of accomplishment when looking back at what the KRG team achieved during this past year. There is a lot to unpack for 2022 and 2023, so let’s get right to it. KRG generated $0.50 of FFO per share as adjusted for the fourth quarter and $1.93 of FFO per share as adjusted for the full year. For the fourth quarter, same-property NOI grew by 6.2% with the main contributors being a 420 basis point increase in minimum rent and recoveries and a 230 basis point increase in overage rent, slightly offset by higher bad debt. The increase in overage rent is seasonal in nature but a strong sign that retailers are thriving in our centers.

For the full year, same-property NOI growth was 5.1%. Minimum rents and recoveries contributed 460 basis points to the full year growth. As a reminder, we reported FFO, as adjusted, and same property NOI, excluding the impact of prior period collections to provide the best view into our core results. Looking back, we significantly exceeded internal and external expectations and beat our original 2022 FFO guidance by $0.21 per share. Given the magnitude, I’d like to bridge our original guidance to the full year actuals to provide additional context. $0.08 of the beat is strictly related to operational outperformance by way of higher leasing spreads, an 89% retention ratio versus our initial budget of approximately 80%, lower bad debt and an increase in overdraft.

$0.05 is related to development fees and recurring but unpredictable items, which is in line with the numbers we laid out in our third quarter investor presentation. An additional $0.05 were merger-related items, namely outperformance on initial non-cash rent expectations and lower G&A. The remaining $0.03 is primarily due to transacting accretively and beating our development pro formas, specifically on the One Loudoun residential project. The past year was simply remarkable. As John alluded to earlier, we are providing NAREIT FFO guidance of $1.89 to $1.95 per share. While many of you thanked us for the transparency and simplicity of our as adjusted disclosure. For 2023, we plan to guide and report NAREIT FFO as the prior period collection bucket is de minimis at this point.

Included in our guidance are a few key assumptions at the midpoint, same-property NOI growth of 2.5%, a full year bad debt assumption of 125 basis points and an additional 75 basis points of assumed disruption for Bed Bath & Beyond and Party City. As you may recall, Regal Cinemas rejected the only lease we had with them effective January 1, 2023. So no additional reserves are necessary and the 75 basis points of revenue disruption is solely attributable to Bed Bath & Beyond and Party City. On Page 4 of our fourth quarter investor presentation, we set forth a bridge to quantify the impact of year-over-year trends on our 2023 NAREIT FFO guidance. Our net debt to EBITDA stands at 5.2x, which is on the lower end of our long-term target. Additionally, our debt service coverage ratio now stands at over 5x.

Our balance sheet is one of the best in our sector and KRG has never been in a more opportunistic posture. Subsequent to quarter end, we retired 3 secured mortgages for approximately $129 million using our $1.1 billion revolving line of credit as a temporary solution until the fixed income market stabilizes and our credit spread more accurately reflects the strength of our balance sheet. In the meantime, we are actively pursuing alternative solutions to satisfy our remaining 2023 maturities. Thank you for joining the call today. Operator, this concludes our prepared remarks. Please open the line for questions.

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Operator: Our first question comes from the line of Todd Thomas from KeyBanc. Your question please.

Todd Thomas: Yes, hi, thanks. Good afternoon. Hey, John, Heath, you both talked about the company’s low leverage being at 5.2x. Can you remind us of your long-term target leverage level and whether you are still looking to take that lower in the near-term or is now the right time to begin putting some of that dry powder to work either in the form of stock buybacks or acquisitions?

Heath Fear: Todd, this is Heath and thanks for your question. We communicated before that our target is low to mid-5s and I don’t think now is an appropriate time to change that target. We also said that on occasion, you may see it float above that based on transactional activity, and you may see it float below that. But again, I think our long-term target still is at the low to mid-5s and it’s 5.2%, we are actually towards the lower end of our target.

John Kite: Yes. And in terms of deploying capital, Todd, as we pointed out in the prepared remarks, we still have lease-up to do. We’re getting very high returns there. That’s really our focus in capital allocation right now. And who knows what happens down the road with a few of the tenants that we may or may not get back. So I think we’re going to remain really flexible. We’ve got dry powder. We’ve got free cash flow. The balance sheet is the best it’s been in the history of the business. So I think what we were trying to point out is business as usual right now, get this stuff leased, generate more free cash, grow internally. But to the extent that something really unique is out there, we’re in a position to take advantage of it. And so that’s just a great place to be.

Todd Thomas: Right. Okay. And I guess, are you starting to see more attractive acquisition opportunities begin to surface. I think, John, it sounded like the plan is to, at least in the near-term, look to match fund acquisitions with dispositions. I am curious, is there sort of a segment of the portfolio that has maybe steadier or lower growth characteristics that you are looking to offload or are you just aiming to upgrade the quality of the portfolio and maybe you expect to see those opportunities in 2023?

John Kite: Yes. I mean we are just getting started in the year, Todd. So it’s just beginning to evolve. But I think as things, we’re still in a little bit of a volatile world. Everybody waits with bated breath for every Fed meeting. And so until we get to this point when things are a little more stable, then I think you’ll see opportunities maybe come to the surface more. We do see some things out there that are interesting in terms of one-off transactions. And so we will €“ again, we will €“ that’s our job is to try to figure out where we can be unique and find things that aren’t heavily, heavily shopped. So we’ll continue to look for that, Todd. But I think it’s a little early right now, but things are starting to evolve. And you are seeing, I think people start to figure out how to transact. And we are just €“ we will wait for the right one or right ones, I should say, and see what happens.

Todd Thomas: Okay, great. And just one last one, Heath, on €“ in terms of the guidance, can you give us a sense €“ I think in the bridge, it looks like interest expense is just about $0.01 per share headwind relative to 2022. But can you give us a sense €“ I know you had settled some of the forward starting swaps, which I think you were expecting about a $3 million annual benefit. Can you just provide a little bit more color there? And I guess whether there is any additional balance sheet activity or financing activity that’s embedded in the guidance to get to that sort of $0.01 increase?

Heath Fear: Sure. So as you mentioned, the $3 million interest expense savings from the hedge is embedded in that number. And so what we’re currently modeling, Todd, is basically riding out each one of our existing maturities until the very end. This is obviously attractively priced debt. So, no rush to prepay it. We are putting it on our line. And then in the fourth quarter, we end up issuing a bond issuance again in our model for $300 million. And when you put all that together, it’s a $0.01 dilutive into 2023. I will say however, and I mentioned in my remarks, we are looking at other ways of retiring maturities. As I €“ looking at our indicative credit spread and contrasting that to our net debt-to-EBITDA and our coverage ratios and every other metric that you see, it really doesn’t feel very good for us to want to be into the fixed income market.

And so we’ll wait for that to settle down until our spreads are more price indicative to our actual credit profile. So some of the things we’re looking at is we may put a mortgage on one of our residential joint venture assets using agency debt, which is still pretty attractively priced. We may sell some non-income-producing properties and use that to pay down debt. And also, if you think about it, Todd, we’re sort of in this interesting spot right now where €“ if you look at where you might dispose of an asset and yield on an asset versus what I could avoid in issuing new debt, call it, at 6.5% or 7%, we could actually dispose of assets in a way that de-levers you and is also neutral to your earnings. So it’s another method of flexibility.

So to the extent we’re successful in disposing of something and we don’t have an immediate use in terms of an acquisition, why not just pay down debt at this point, a risk-free return and avoid having to issue that debt later on. So again, it’s just great having such a wonderfully flexible balance sheet that we can do a little bit of choose your adventure and figure out what’s the best way for us to address these maturities in 2023.

Todd Thomas: Okay, great. And what are you earning on the $150 million of cash on the balance sheet right now?

Heath Fear: Gosh, I haven’t looked at our depository rate recently. Is it…

John Kite: Not enough.

Heath Fear: About 3.5%.

Todd Thomas: Okay, alright, great. Thank you.

Operator: Thank you. And our next question comes from the line of Craig Mailman from Citi. Your question please.

Craig Mailman: Hey, good afternoon guys. Just a follow-up kind of on your thoughts, Heath, I hear you on not wanting to hit the bond market until kind of spreads reflect where you guys think you are from a credit perspective. But at the same time, John, you talked a little bit about thinking as of the acquisition market. I mean, from your kind of vantage point, I mean, how do you get comfortable with market cap rates if the debt market and maybe it’s the difference between unsecured and secured market, but the debt market hasn’t materially normalized to where your credit profile is being recognized. Can you kind of just bridge that view on the debt market versus acquisition cap rates?

Heath Fear: Craig, I think the debt market and our indicative spreads is really a function of just the uncertainty in the fixed income space and where rates are headed. And so, I think €“ and it’s particularly exacerbated for KRG because a lot of times €“ not a lot of times, but your existing issuances act as a marker and you can only go so far away from those existing debt coupons and where they’re trading right now. And we just don’t have a lot of bonds in the market right now, so they are fairly illiquid. So I think that the answer to that is if we do have proceeds from a disposition, we will look to see where we are at the time. And if I can issue debt at the right particular rate at that time, we will go ahead and do an acquisition or if I don’t have use for it, I will pay debt down and I’ll re-lever later.

So I think that relationship that you are discussing, it’s working itself out now. And so I think it’s a matter for us just to be patient and wait and see. And the good news is we have the ability to be patient.

John Kite: Yes, I guess the only thing I’d add to that, Craig, is that we don’t €“ when we are looking at opportunities, it’s not exactly linear between what long-term rates are and what an IRR is in a particular acquisition. So there might be opportunities for us to get into something that on a going-in yield is lower than what it would normally need to be where the cost of capital was but that the IRR had enough juice in it, that it all works out, right? So you €“ that’s why we’re pretty calm on that front right now. That’s why there’s not a lot going on, on that front. And that it really needs to stabilize a little bit before you would see more of it. But I think the point we were trying to make is that the balance sheet is so strong that we’re able to kind of wait and see how that works its way through, but at the same time, we are looking at opportunities, and we are always underwriting things and trying to figure out where do those €“ where will that come together where it makes sense for us.

So it’s not only about where medium-term and long-term rates are at any one point in time.

Craig Mailman: That’s helpful. And Heath just the magnitude of what you could put on from a mortgage debt perspective in the JVs from the agencies kind of dollar volume potential?

Heath Fear: The one that we’re looking at right now, Craig, is it would result in about $90 million of proceeds to KRG. We’ve got other projects, some of them are in various stages of construction, so it’s a little less clear what we could produce out of those particular assets. But that’s the large one we’re looking at. That’s $90 million against $285 million, that’s taking out a very good chunk of our maturities for 2023.

Craig Mailman: Helpful. And then, John, you had mentioned you’re still 150 basis points below kind of where you were pre-COVID leased occupancy. Is that the legacy type portfolio or is that kind of marrying RPAI and Kite and coming up with that number?

John Kite: Yes. I mean it’s the combined company in terms of where we are right now, Craig. As you know, we’re not €“ we’re well past the time of breaking out different portfolios. We’re operating, obviously, as company, one team. So it really is just the combined business. And we obviously as far as the Kite side of the equation, we did have a bigger hit during COVID from one particular tenant, which was Stein Mart. So that kind of overly impacted that side of our business. But now our anchor leased percentage is almost right there versus where we were in 2019. So it’s really about the shops, the opportunities in the shops, which is great because that revenue materializes quicker than box revenue in terms of the timeline it takes to turn over spaces. So I think there’s real opportunity there, and there’s real rent growth opportunity there as well.

Craig Mailman: And then, Heath, on the $0.03 related to Bed Bath and Party City. Could you talk about kind of what assumption is embedded in that in terms of either timing or ultimate store closures, kind of what goes into that drag?

Heath Fear: Sure. So again, this represents our best estimate right now. And for better or for worse, this is not the first time that we’re doing this sort of exercise. This won’t be the last time and we’re doing this sort of exercise. And so really, it was a ground-up space-by-space analysis. We looked at sales, we looked at health ratios, quality of the real estate based on some direct discussions with the tenant and closure list. So we kind of triangulated, again, our best estimate. And at this point, we’re not €“ don’t really want to get into the sausage making in terms of what their particular assumptions are around each tenant or each space. Again, it’s space by space. And we are an ongoing discussion. So I think just letting you know that we were very, very thoughtful on how we came up with this 75 basis point number. And we will see how it shakes out.

Craig Mailman: And apologies if I missed this, but did you go through kind of any €“ the number of store closures that have been on the Bed Bath list that are Kite and maybe what the demand has been so far, if there is any LOIs outstanding or execute leases at these come back to you?

Tom McGowan: Sure. So far on Bed Bath, we’ve been identified with three potential closures. These lists are out there. So we’re working under the assumption that we will get those three back. So we have quite a few tenants that are interested in these spaces. One thing to remember, every retail in the country has been reviewing these lists for quite some time, both from Bed Bath and Party City. So we have a lot of active negotiations and discussions with people on those potential closures. Then on Party City, through recent expirations, we took two stores back. They have both been leased already. Those occurred in January. So we’re already off to a good €“ a great start, but the interaction amongst every national retailer on these lists is very vibrant. So we feel very good about where we’re headed at this point.

Craig Mailman: What were the mark-to-market on Party City and maybe the Bed Bath, just last one?

John Kite: We don’t have that right in front of us. I don’t think, I’m looking around. I don’t think we have that right in front of us. So we can get back to you on that.

Craig Mailman: Perfect. Thank you.

John Kite: Thanks.

Operator: Thank you. And our next question comes from the line of Floris Van Dijkum from Compass Point. Your question please.

Floris Van Dijkum: Hey, guys. Thanks for taking my questions. So obviously, a good set of results. They’re starting to become some partial recognition of the transformation, I believe that you guys have undergone in terms of your balance sheet. And obviously, portfolio with the RPAI transaction, but there appears to be some left. I’m just curious, last year, you beat €“ your guidance by, call it, 10%. Where do you think €“ if you were to beat this year, where would that be? Where could you be? And does that €“ have you in your numbers assumed term fees for space that you get back from troubled tenants and how much more scope do you think there is in the small shop occupancy? Is that part of your SNO pipeline? Is there more scope there?

Presumably, those take €“ they are quicker to take occupancy of that space as well? And then maybe are there any other merger benefits that you’ve clearly hit your 2-year plan in almost a year. What other merger benefits could we expect potentially to come down the road?

John Kite: Floris, I guess that’s another way of you asking, would you like to see our corporate model through 2027. No, I’m kidding, kidding. But €“ let me back it up a little bit. So look, I mean, we’re €“ just like last year in terms of guidance, we’re early €“ obviously very early in the year. There’s a lot of moving parts. We tried to be as thoughtful as possible around potential impacts from the known tenant challenges that are out there and really kind of going above and beyond and actually breaking out the impact that we thought was out there from Bed Bath and Party City. In addition to that, having basically an extra 25 basis points above where we were last year in terms of bad debt. So how that parlays into potential outperformance down the road, it’s really too early to say.

If €“ clearly, if things go better than the forecast, I mean, you’re looking at the opportunity to outperform and you’re looking at the opportunity certainly be in the higher end of your range versus the lower end of your range. But I just think it’s too early for us to point to these individual things. I mean, even when we were sitting down going over the budget at the end of the year and then the model creation, Bed Bath in particular, has ebbed and flowed and now currently has a new capital source. That’s a new thing. We will see how that goes. So I just think it’s too early to say, hey, we think we could outperform to a very specific number. In terms of the leasing side of the equation, well, let me back up. You said something at the beginning that we appreciate, which was the beginning of people seeing the €“ just the spectacular results of the combination of the companies.

And I want to make sure that everybody looks closely at the investor presentation. In particular, when you go through Pages 6, 7, 8, 9, 10, not that the rest of it isn’t outstanding, but those are really, really important pages because it covers what you’re talking about, and there is a page in there in terms of the merger and what we laid out at the time that we did the merger and that we communicated with the Street, and then the actual results that occurred, which literally no one can deny that we did a very complicated, tough transaction, and we did it extremely well. And it’s only because of the team that we have, the way everybody came together. And frankly, that’s why one of the pages says 1 plus 1 equals 3 because the results were at least threefold better in terms of total output.

So I would also say that. And then in terms of your question about small shop leasing, again, we’re not going to sit here today and give what we think we’re going to end the year at in terms of our small shop leased percentage. But suffice to say, since the anchor lease percentage is within like, I don’t know, 75, 80 basis points of where we were, the upside is clearly in the shops and the portfolio is very strong. You look at all the deals we’ve done. You look at our spreads, by the way, and you look at the spreads versus the top five, we’re clearly outperforming, particularly when you look at our ABR versus everybody else’s ABR. So I could go on and on, but that was a multifaceted question.

Heath Fear: I think the last piece of your question, Floris, was about the merger and whether there are any additional benefits into the later years? On the G&A front, we’re looking at fairly modest benefits into 2023. We still have some lease payments that are burning off some software subscriptions. But I think the one merger benefit that’s going to keep giving for the time being is really the application of our operating platform onto the combined portfolio. And so as we’re getting to know these assets better and better over time and really understanding the strengths of them, the challenges, etcetera, I just think you’re going to see us produce outsized results because, again, 1 plus 1, as John said, equals 3.

Floris Van Dijkum: Thanks, guys. Maybe just a follow-up on the small shop, your SNO pipeline presumably includes some small shop as well. What is the gap between your leased and occupied in your shop space today? Because that’s where, again, a lot of the future growth is going to come from.

Heath Fear: It’s 400 basis points, Floris.

Floris Van Dijkum: Oh, it’s pretty significant. Okay, thanks.

Heath Fear: So we’re 90% leased, and we’re 86% occupied.

Floris Van Dijkum: That’s it for me, guys. Thanks.

John Kite: Thanks, Floris.

Operator: Thank you. And our next question comes from the line of R.J. Milligan from Raymond James. Your question please.

R.J. Milligan: Hi, guys. Good afternoon. I was looking for a little bit more color on the sort of the general 125 basis points of bad debt that’s built into guidance. I’m curious how much visibility do you have on that currently in terms of basis points, maybe tenants that have already fallen out? And then can you describe sort of the mix of expectation whether it be small shops or is that €“ is the bulk of that assumption from small shops? Are there any big box tenants that you’re concerned about that you’re building into that 125 basis points?

John Kite: Sure. R.J., both Heath and I can talk about it. My big picture, let me just say big picture, I mean, we’re €“ whatever, it’s February, mid-February. We haven’t €“ there hasn’t been much impact yet. So this is really a go-forward reserve. I think as we looked at the year and we started to see some of the tenants that we had talked about in the past, beginning to struggle, it seems to be prudent to elevate it a little bit, but there isn’t any specifics around it. When you look, particularly the fact that we carved out Bed Bath & Party City separately, it certainly gives us more room in the small shops since obviously, those are both anchor tenants from a square footage perspective. It gives us more room to absorb small shop potential disruption, but it really is €“ it really was just at the point in time we were putting everything together.

It seemed to be the prudent thing, not very specific other than the Party City and Bed Bath that we called out separately. Heath, do you have anything to add to that?

Heath Fear: No, I think you did a great job answering that.

R.J. Milligan: Thanks. And then my second question is what are the expectations for paying occupancy? And how does that trend quarter-to-quarter throughout the year?

Heath Fear: In terms of how the leases turn on, R.J., is that what you’re asking?

R.J. Milligan: Right. In combination with potential…

Heath Fear: I think a proxy for that question based on so much SNO that we have is what’s the trajectory of our same-store NOI. And I’ll tell you that it’s going to look a lot like it did last year. It will be strong in the first quarter, and it will decelerate a little bit into the second quarter and then ramp up to the back half of the year as we’re opening up more tenants. So again, last year was a big year of opening up tenants. This year is the same thing. So it’s going to look a lot alike as it did last year.

John Kite: Yes. And some of that is going to be subject. Obviously, that’s what we’re modeling R.J., but we also €“ in that, we’ve modeled that bad debt reserve to be higher than it was last year with the idea that if there was some, if the economy did have less of a soft landing, we’d be able to absorb that handily. So look, if the economy continues on its current path, that feels like a very safe, safe number.

R.J. Milligan: Thanks for that, guys.

John Kite: Thank you.

Operator: Thank you. And our next question comes from the line of Alexander Goldfarb from Piper Sandler. Your question, please.

Alexander Goldfarb: Hi, good afternoon out there. Two questions. First, Tom, a lot of the shopping center companies, including you guys have spoken about a lot of this preemptive demand for space that could be given back from potential troubled retailers. And just curious, over your decades of retail leasing, how common is this? Is this just something that normally we’ve never really asked about, but it’s always been there? Or is this truly a different point in the retail cycle to see so much proactive demand from the retailers themselves saying, hey, whatever space you have, we want, we want.

Tom McGowan: Yes, I would say this is a fairly unique period of time, Alex. I think it’s simply driven by the lack of supply and you have these major retail formats that are growing. And they’re wanting to locate in the best shopping centers as possible. So I think when we’re dealing with both Bed Bath & Beyond, Party City, there will likely be some discussions that go the other way, where, hey, where can we work with you to get spaces back and they’re going to be very aggressive with us in terms of trying to stay in the location. So I think this will be as interesting a process as any one we’ve gone through. We’ve been through quite a few of these, whether it’s Toys “R” Us, which are oversized boxes or others that are more difficult, we’re in the perfect wheelhouse right now where we have a situation from a sizing standpoint that Bed Bath is around 27,000 square feet, Party City at 15,000.

We just have a great stable of tenants to deal with that. So it is, to your point, a very unique situation because of those factors that we have a lot of people taking a look at these opportunities.

Alexander Goldfarb: And then just following up on that, so Heath, as you think about the risks to this year and next, is it more from unforeseen future retail closings or is it more just getting the backfill tenants open? So I’m trying to get at, are you more concerned about tenants closing? Or are you more concerned about the downtime that’s needed between replacing the previous tenant with the new better tenant?

Heath Fear: Alex, obviously, not sure. I mean in terms of the downtime, I will say that we have an amazing construction team and getting tenants open is what they do best. We were ahead of schedule, ahead of budget last year. So to the extent there €“ we sign a lease up, I’m very confident in our abilities to hit our budgeted time in order to get that open. In terms of additional fallout, listen, I think we’re in a in what I’d say, is a more normal cycle. We’ve got a few players, Bed Bath & Beyond and Party City. And so I’m not looking at 2023 or 2024 and saying to myself, wow, we’re in for this incredible deluge of additional bankruptcies. It doesn’t €“ it’s not how it feels at all. It’s more back into the normal pace. So I don’t think that I’m biased either way and being worried more about downtime or worried about fallout.

John Kite: Yes. I mean, Alex, from my perspective, again, it’s just too early to handicap how the year is going to play out. I think the most important thing is that we built in a very flexible plan. We assumed that we would have more fallout than we did last year. And our €“ everything in our model, our balance sheet, everything is very capable of handling whatever might occur. But it certainly doesn’t feel as though at this point in time, there’s going to be, as Heath said, some additional deluge of tenants. It’s just hard to underwrite early on. So I think €“ look, let’s get through this first, we need to be through the €“ into the first half of the year to have a better feel for all that but we’re clearly positioned to handle it very, very thoroughly.

And I think, look, downtime is always your biggest issue on the anchor side. Downtime on the shop side is much more manageable. So it’s really €“ hopefully, we’ve identified the anchors that are at risk. There’s a couple of others out there, I’m sure. But right now, it feels €“ doesn’t feel tremendously different other than these isolated cases.

Alexander Goldfarb: Thanks, John.

John Kite: Thank you.

Operator: Thank you. And our next question comes from the line of Anthony Powell from Barclays. Your question, please.

Anthony Powell: Hi, good afternoon. It’s a question on your base rent assumptions for 2023. If I look at your NOI growth of 2% to 3% and some of the headwinds from bad debt, it seems like you’re at 3% to 4% growth for 2023. Is that fair?

Heath Fear: Yes. I’ll give you the components, Anthony, for the same store at 2.5% at the midpoint, you’re looking at contributions from minimum rent growth of 300 basis points, recoveries of 100 basis points, partially offset by the Bed Bath & Beyond, Party City reserve of 100 basis points, overage rent of 30 basis points and bad debt of 20 basis points. So we add that all together, and that’s your components of your 2.5%.

Anthony Powell: Got it. That 300 basis point seems conservative. You were at 3.4% in the fourth quarter and you have a big SNO pipeline and things leasing spreads are strong. So I’m guessing asking why wouldn’t that accelerate from the fourth quarter growth that you achieved?

Heath Fear: Well, Anthony, as John said before, it’s the beginning of the year. We are obviously very focused on outperforming these numbers, but we thought that was a number that was €“ we were comfortable starting at. It’s like the bad debt assumption. Again, it’s the beginning of the year. So we will see how that pans out.

John Kite: And remember, there’s another 25 basis points of bad debt on top of what we experienced outside of Bed Bath and Party City that’s hitting that a little bit, too. So I think, again, as we sit here today, we feel like we’re positioned well, Anthony, and we absolutely want to outperform these numbers. And we absolutely want to stay on the same trajectory we had last year, which is to outperform quarter-by-quarter.

Anthony Powell: Okay, thanks. And one more on share buybacks. Could you maybe update us on what your philosophy or approaches to share buybacks? And I know you mentioned that you want to spend more on a €“ spend capital on leasing and we’re still in an uncertain economy here, but there are some great opportunities to buy back stock last year, you still had the $400 million in place. So I’m just curious what your view is on stock buybacks and under what conditions would you actually use the authorization?

John Kite: Yes. I think that buyback is about $300 million, actually not $400 million, but €“ yes, yes that’s okay, no €“ not that we’re counting the extra $100 million. I think it’s the same philosophy right now that, it’s always discussed. We have it there for a reason. We have not acted on it at this point. We are definitely laser-focused on closing the gap in our leased percentage and our leased occupancy back to pre-COVID levels. That takes capital. The returns on this capital are substantial. We also are holding buffer capital for the potential fallout of some of these tenants that we mentioned. So, with all that being said, it’s definitely on the list. I think we are prioritizing capital in those other places right now, and we will see where we go.

And I have said this before, so it sounds like a continued dialogue, but the dialogue is accurate in the sense that we are always going to be nimble around that if the opportunity presents itself in a very, very material way, that would be great. But right now, we are just going to focus on leasing up that stuff, Anthony, spending the money, getting those significant double-digit returns there. And then finishing out the development pipeline. Even though it’s small, it’s still $44 million. So, those are our primary uses of capital right now.

Anthony Powell: Alright. Thank you.

John Kite: Thank you.

Operator: Thank you. And our next question comes from the line of Lizzie Daykin from Bank of America. Your question please.

Unidentified Analyst: Hi. Thanks for taking my question. I was curious if you could just underline the assumptions behind the $0.02 of impact included from G&A and whatever else might be included within guidance? Thanks.

Heath Fear: Well, we mentioned in our third quarter call that, obviously, with wage inflation, etcetera, that there could be some pressure on G&A into this year, again, because we have been giving people raises, etcetera. So, that’s one component of what’s in there in the G&A. And the other is really just some non-cash elements which, happy to discuss with you offline in particulars of those, but those are the two components that are in that particular line item.

Unidentified Analyst: Great. And is there any additional synergies that being assumed from the merger within that assumption?

Heath Fear: Listen, I mean we did talk about the additional G&A synergies in the merger over the course of 2023. It’s not going to be very meaningful, but there are some rents, etcetera, some software licenses that will be burning off. So, there will be some additional merger synergies. I would say that this $0.02 difference is more on a cash basis, so again, very little in terms of additional merger impacts.

Unidentified Analyst : Okay. Thanks. And I was also curious to get your latest thoughts on Kroger and Albertsons, just given the latest update they put out. It really just narrowed the range for expected store closings, but can you confirm how many stores you do have exposure to that could have potential impact with it, just given the overlapping exposure and just any latest thoughts on that?

Heath Fear: So, we have a total of 17 units of them combined. And we did sort of an overlap study, a three-mile radius by the way, for grocery stores, it’s probably pretty generous. And we really only have two that overlap. So, I don’t feel very, very threatened by the idea that they may spin off 200 stores to 300 stores. And by the way, if they spin off 200 stores to 300 stores, they are going to have to make sure that they capitalize that entity properly. So, it’s not as if they are going to spin off 200 to 300, and that’s going to be some entity that’s going to limp out into the world and immediately shut stores down, so again, very minimal overlap for us for those two grocers. And we are not really €“ the merger is not going to have a material impact for Kite.

Unidentified Analyst: Got it. Thank you.

Heath Fear: Thanks.

Operator: Thank you. And our next question comes from the line of Paulina Rojas from Green Street. Your question please.

Paulina Rojas: Good afternoon. So, we talked about the financing end market, but I am curious, where is today’s property level financing for shopping centers. I mean if there is any difference between the rate you can get for grocery-anchored and then on the other side, a larger power center?

Heath Fear: We haven’t been in the market for mortgage financing on any retail assets. As we mentioned, the only one we are currently looking at is some agency debt for our residential markets. We do keep close and I have friends, in my prior life, I did a lot of CMBS and life company loans. And you still can get a decent bid on a grocery-anchored center. I would say there was a bid on power even last year which sort of waned with the movement in interest rates. So, my guess is for really core stuff, you still can get €“ you still can get good financing rates. But for weaker assets, it will be a little tougher, but that’s €“ how things generally work, right, so…

John Kite: Paulina, I have got €“ like Heath, I definitely keep connected to this and got a lot of friends in the private market. There is definitely financing available on every retail product, power included. For us, it’s just €“ that’s not a market we are in as we are an unsecured borrower. We’re focused on that. So €“ but it’s definitely active. There is always going to be spread between different product types. But I think it’s not €“ it was extremely wide, a couple of years ago that narrowed and you are seeing transactions happen. So, it’s €“ I think it’s healthy. I think the retail market has become much healthier from availability of credit and capital. It’s just that we are at this point in time with the inverted yield curve that makes things challenging.

Paulina Rojas: Thank you for the color. And then regarding the announced Bed Bath closures, I am curious. Are these mostly leases that were scheduled to expire in €˜23 or we are talking about early terminations here? And if it were the latter, are you pursuing to obtain any termination fees?

Tom McGowan: From a Party City standpoint, we did have two natural expirations that were really occurring at the beginning of the year. Those are the two that we have already listed. And then from a Bed Bath & Beyond standpoint, our current list has us with closures of three stores. So, we are already actively working on that. And I think just as a point of context, in 2022, we leased 23 boxes at north of 465,000 square feet with an ABR of $16.90. So, we have shown, particularly this last year of our ability to execute on these. So, as these come in, these are not numbers that are of great concern. And you can tell, we are already chipping away each and every one of these.

John Kite: In terms of the question around expirations, these are early. But in terms of our guidance, we don’t have any term fees in our guidance, to be clear.

Heath Fear: And Paulina, it’s worth noting that the two Party Cities that Tom mentioned that closed vis-à-vis natural expirations, both of them have been backfilled and they are leased to the pOpshelf. So, great credit tenant replacing Party City. Again, an example of the demand in place.

Paulina Rojas: Great. And very short and last one, if you were asked, where are you seeing the more strength in the anchor or in the small shop side today? What’s your answer on this?

John Kite: Sure, Paulina. It’s very well balanced. I mean as you can see, just from the numbers, where our anchor leased percentage is almost back to where it was pre-COVID. So, that’s been very strong. And now we are €“ if you look at this quarter, the last quarter, and you look at our sequential growth, the sequential growth in the small shops was strong, stronger than anchors because we have closed that gap. So, now obviously, because we are getting so leased up in the anchors, you are going to see more activity in the small shops. The demand is strong. It’s broad-based. If you look at our investor presentation, I think we have a page in there about all the small shop leasing and the different types of tenants. And this truly is the strength of open-air retail.

And it’s really, I think I want to make sure people understand the depth of the pool that we draw from in leasing small shops and anchors from so many different product types, so many different types of retailers, but it’s really highlighted in the small shop category, it’s just amazing. And Tom, you may want to add some color to that?

Tom McGowan: Yes. Particularly on small shops, you have what we call our go-to tenants which are fast casual, beauty, cellular groups, all these are of strong credit. But then in terms of new and evolving tenants, we are starting to see with the expanded platform names that you may have originally seen in malls, etc. – Aerie, Aritzia, Nike, LoveSac, Yeti and the list goes on and on. So, we really, as the company, over the last year, expanded that pool to not only be the bread and butter of the key tenants that we operate with on an annual basis, but really bringing in new and exciting names. So, we feel very good about it as we begin to push our 90% small shop leased rate as we start moving to our high watermark at 92.5%.

Paulina Rojas: Thank you.

John Kite: Thanks.

Operator: Thank you. And our next question comes from the line of Linda Tsai from Jefferies. Your question please.

Linda Tsai: Hi. What kind of rent upside do you expect for the Bed Bath & Beyond boxes? And what was the rent upside on Party City being released to pOpshelf?

Tom McGowan: So, on the Bed Bath & Beyonds, we have 22 right now, and it’s a nice square footage. It’s about 27,000 square feet on average. So, if you start taking down on what that average ABR is, we feel like we have strong double-digit potential spread opportunities through there. And then on Party City, those numbers that are at 15,000, which also gives us quite a bit of flexibility. Those numbers are a little bit below $16 on an ABR basis. And we also feel that’s a prime example to get into the double digit, if not higher spreads. And Tuesday Morning, 12,000 square feet, same situation, a lower number at $13.58 with plenty of room to grow. So, on the Party City deals that you talked about, one was very positive. I don’t recall specifically the second one, it was a bit of a mixed bag.

John Kite: So, Linda, on the €“ but specifically regarding Bed Bath, Tom was talking about the total exposure to Bed Bath & Beyond, which includes buybuy Baby. So, I just want to make sure you remember that on the Bed Bath side, we only have 13 and we view the buybuy Baby and Bed Bath as two very different situations. And so in terms of Bed Bath, we have got one large store in West Berry and on €“ in Long Island, it’s a large store, big rent as you €“ as everything else is around there. So, if you exclude that store, the rest of the Bed Baths are actually below $12 a foot. And as you know, our anchor average is $15 plus. So, there is real upside there. I mean we are going to €“ we obviously take one deal at a time. And it’s more than just rent. It’s also the user, but there is true upside there if that were to come to fruition.

Linda Tsai: Thanks for the color. And then can you just remind us what a historical lease to build spread looks like and how many quarters it would take to normalize?

John Kite: I mean normally, that’s closer to 150 €“ max of 175 basis points. So, we are well above that, obviously. And it just depends on, historically, if you are more tilted towards the anchor side of that, that’s usually 12 months to 18 months to get a tenant back and get rent commencing. The small shops is less. So, I don’t have the actual spreadsheet in front of me that refers to that. But that’s kind of a macro big picture that we are definitely well above but shrinking, right. I mean it’s compressing. So €“ and that’s why we are very focused on leasing the small shops back to our high watermark of 92.5. There was a time where our high watermark was 90, where we sit today. It’s just that we push that to significant heights pre-COVID, and now we want to push it back. So, good thing as it’s all €“ it’s very opportunistic.

Heath Fear: The only thing I will add, Linda, John mentioned in his opening remarks that we still have the most remaining leasing upside of 150 basis points as compared to sort of pre-COVID levels. So, it’s really an exercise in how fast are you turning on leases versus how fast are you signing them. So, if we are successful this year in leasing anything close to the velocities we were leasing last year, I would expect that leased-to-occupied spread to remain elevated until that exercise is done and then see it more normalize towards the end of €˜24/’25. When we get back to that level, as John told you, 125 basis points to 150 basis points. So, that’s how we think about it.

Linda Tsai: Thanks.

John Kite: Thank you.

Operator: Thank you. And our final question for today is a follow-up from the line of Todd Thomas from KeyBanc. Your question please.

Todd Thomas: Yes. Hi. Thanks. I appreciate the time here. I just had two follow-ups. One, Heath, you mentioned that recoveries are expected to contribute about 100 basis points. And Kite has a higher percent of leases on Fixed CAM than peers. Is that what’s contributing to the higher recovery forecast in €˜23, or is it more a function of the higher occupancy?

Heath Fear: It’s higher occupancy. That’s the largest driver, Todd. Fixed CAM is certainly something that’s going to obviously improve our margins over time. But that takes a long time. And before the merger, we were around 50% of our leases have Fixed CAM in it, now we are around 35%.

John Kite: 41%.

Heath Fear: I am sorry, 41%. So, that’s going to be the gift that keeps on giving. And then the third thing is just operating more efficiently against that Fixed CAM initiative. So €“ but again, most of this is occupancy-driven for now. And the longer term benefits you will see as we get more Fixed CAM leases in place.

John Kite: I would just add, though, Todd, that we are outperforming our initial expectations on conversion. So, when you look at I mean this is why when you look at our investor presentation, and you look at €“ I mean we talk about our NOI margin and our recovery ratio in a vacuum relative to what ours are the quarter before, the year before. But when you look at the recovery ratio and the NOI margin compared to peers, I mean we are blowing that away. And I do think Fixed CAM is an important contributor over time. And it’s not an easy thing to just start doing. And I think that we have a nice lead in that respect. And if you look at the conversion ratio in Q1 versus Q4, I mean Q1, we converted around 60%. Q4, I think it was almost 90%. It was like 87%. So, it matters, and it’s a gift that keeps on giving, frankly.

Todd Thomas: Yes. Is it easier, or is it more difficult to convert tenants in this environment where there has been sort of more expense inflation perhaps or just higher costs in general?

John Kite: No. I mean, I think €“ look, I think it’s €“ first of all, nothing is easy. But it’s easy to explain the methodology. And remember, from our perspective, we are excluding non-controllable expenses. And I think that it’s €“ so it’s important that you understand that, that we are not taking exposure there relative to inflation. And I think tenants just want to be able to know what their budgets are, okay. So I think that’s been one thing. And again, this is a difficult thing to snap your fingers and just do so we are pretty far out in front of that.

Todd Thomas: Okay. And then my final question is just with regard to the bad debt assumptions. I know there has been a lot of dialogue around this. But I just want to make sure I understand or get some clarity here. You have 125 basis points for potential disruption just across the portfolio, the 75 basis points for Bed Bath, Party City and Regal, that’s separate. Does the 2% to 3% same-store NOI growth forecast your budget for the year itself? Does that factor in the closures that you are aware of or that you anticipate capturing? Is there sort of anything in the budget itself? I am sort of just not sure whether the 75 basis points is incremental to what’s already known or if that’s accounting for those three tenants in totality?

Heath Fear: So again, Todd, that 75 basis points is our best estimate of the impact. But for that 75 basis points, our guidance this quarter for the full year 2020 would have been at 3.5% same-store NOI growth. So, it’s built in there. Again, I don’t want to get into too much detail in terms of what the exact assumptions are around those €“ that potential disruption. And then like John mentioned the $125 million is more of a general reserve against €“ typically, we are somewhere in the 75 to 110 basis points of total revenues a year. So based on the world we are a little more conservative going into 2023.

John Kite: Yes. And then specific to your €“ hey, Todd, specific to your closure question, the closures that occurred with Party City are separate. Those closures are already out. So the €“ so I just want to be clear about that.

Todd Thomas: Right. So that’s in the budget, that’s separate. What about the 3 Bed Bath closures?

John Kite: Well, there is one closed right now, right, that has already closed, but is still paying rent. The others have been identified and that would be covered in your separate 75 basis points.

Todd Thomas: Okay, understood. Alright, that’s helpful. Thank you.

John Kite: And remember, when we say it’s identified, Todd, it’s a little bit of a moving target, multiple lists, as Tom has referred to. I think their view on the world is maybe different today than it was 3 months ago. So, we will see where that all plays out.

Tom McGowan: Yes. No direct communication on those 3 whatsoever.

Heath Fear: So, Todd, just to make sure that we are abundantly clear, the 75 basis points is a combination of some ones that we think are going to close for sure, and then handicapping in the balance of them. So, hopefully that answers your question more directly.

Todd Thomas: Yes, it does. John, you just €“ made me think of one more question actually. So in light of some of the capital raising activity, from Bed Bath, it sounds like some of the closure list might be a little bit more fluid once again. Is that sort of your understanding?

John Kite: I mean, I think our understanding is the same as everybody else’s, that they did raise some capital. I think that they are going to try to continue to operate the business, but we are being conservative in what we assume is going to happen, let’s put it that way.

Todd Thomas: Okay, alright. Thank you.

Operator: Thank you. This does conclude the question-and-answer session of today’s program. I’d like to hand the program back to John Kite for any further remarks.

John Kite: Well, again, I just want to thank everybody for taking their time and I really, really want to thank the entire KRG team for an incredible performance in 2022. Let’s bring it on in 2023.

Operator: Thank you, ladies and gentlemen, for your participation in today’s conference. This does conclude the program. You may now disconnect. Good day.