What changed in this filing

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Item 2. Properties

2023-02-21 compared with 2022-02-28 · 52 added, 92 removed, 106 unchanged (58% of the section changed)

1 unchanged sentence

Of the 183 operating retail properties, 11 contain an office component.

We also own interests in eight development projects under construction.

We also own interests in three development projects under construction.

See “Schedule III – Consolidated Real Estate and Accumulated Depreciation” for a list of encumbrances on our properties.

Operating Properties

The following table summarizes the Company’s operating properties by region and state as of December 31, 2021:

(GLA and ABR in thousands) Total Retail Operating Portfolio Total Office Components

The following table summarizes the geographic diversity of the Company’s retail operating properties by region and state, ranked by ABR, as of December 31, 2022 (GLA and ABR in thousands) :

Region/State Number of Properties (1)

% Leased Total

Weighted ABR 3

% Leased Total

Weighted ABR 3

Retail ABR (3)

Texas 45 7,620 $ 148,879 25.7 %

27 unchanged sentences

Total 183 28,816 $ 579,363 100.0 %

1 Number of properties represents consolidated and unconsolidated retail properties and the Company’s single standalone office property in Indianapolis, IN.

2 Owned GLA/NRA represents gross leasable area owned by the Company and excludes the square footage of development and redevelopment projects.

3 Weighted ABR and percent of weighted ABR includes ground lease rent and represents the Company’s share of the ABR at consolidated and unconsolidated properties.

(1) Number of properties represents consolidated and unconsolidated retail properties.

(2) Owned GLA/NRS represents gross leasable area owned by the Company and excludes the square footage of development and redevelopment projects.

(3) Total weighted retail ABR and percent of weighted retail ABR includes ground lease rent and represents the Company’s share of the ABR at consolidated and unconsolidated properties.

Development and Redevelopment Projects

In addition to our operating properties, as of December 31, 2021, we owned an interest in eight development projects currently under construction.

The following table sets forth information with respect to the Company’s active development projects as of December 31, 2021:

($ in thousands)

Project MSA KRG Ownership % Projected

In addition to our operating properties, as of December 31, 2022, we owned an interest in three development projects currently under construction.

The following table sets forth information with respect to the Company’s active development projects as of December 31, 2022 (dollars in thousands) :

Project Metropolitan

Statistical Area (MSA) KRG

Ownership % Projected

Completion Date (1)

Commercial GLA Total

Multifamily Units Total

Project Costs 2

Multifamily Units Total Project Costs – at KRG's Share (2)

Requirement (2)

4 unchanged sentences

Active Projects

Eddy Street Commons at Notre Dame, IN – Phase III South Bend, IN 100% Q1 2022 18,600 — $ 7,500 $ 7,500 $ 1,200 $0.6M–$0.7M $0.4M–$0.5M

Shoppes at Quarterfield Washington, D.C./Baltimore 100% Q2 2022 58,000 — 4,800 4,800 3,900 $1.0M–$1.1M $0.0M–$0.1M

One Loudoun – Residential Washington, D.C./Baltimore 90% Q2 2022 — 378 13,500 13,500 8,325 $6.3M–$6.5M $4.8M–$5.0M

Circle East Washington, D.C./Baltimore 100% Q3 2022 82,000 370 15,100 15,100 14,700 $1.9M–$2.2M $1.1M–$1.4M

One Loudoun – Pads G&H Commercial Washington, D.C./Baltimore 100% Q2 2023 67,000 — 10,200 10,200 8,600 $1.7M–$2.1M $0.2M–$0.6M

The Landing at Tradition – Phase II Port St.

4 unchanged sentences

Total 189,900 285 $ 102,800 $ 70,900 $ 44,200 $6.3M–$7.1M $4.2M–$5.1M

1 Completion date represents the earlier of one year after expected completion of project construction or expected substantial occupancy of the property.

2 Total project costs and KRG equity requirement represent expected costs to KRG post-merger and exclude any costs spent to date prior to the Merger.

3 Excludes in-place NOI and NOI related to tenants that have signed leases but have not yet commenced paying rent.

4 KRG does not have any equity requirements related to this development.

Total project costs are at 100% and are net of a $13.5 million TIF.

(1) Projected completion date represents the earlier of one year after completion of project construction or substantial occupancy of the property.

(2) Total project costs and KRG equity requirement represent costs to KRG post-merger and exclude any costs spent to date prior to the merger.

(3) Estimated remaining NOI to come online excludes in-place NOI and NOI related to tenants that have signed leases but have not yet commenced paying rent.

(4) The Company does not have any equity requirements related to this development.

Total project costs are at KRG’s share and are net of KRG’s share of a $13.5 million TIF.

Tenant Diversification

No individual retail or office tenant accounted for more than 2.5% of the portfolio’s ABR for the year ended December 31, 2021.

The following table sets forth certain information for the largest 25 tenants open for business at the Company’s retail properties based on minimum rents in place as of December 31, 2021:

($ and GLA in thousands, except per square foot data)

Tenant Number of Stores 1

Total Leased GLA/NRA 2

No individual retail tenant accounted for more than 2.5% of the portfolio’s ABR for the year ended December 31, 2022.

The following table summarizes the top 25 tenants at the Company’s retail properties based on minimum rents in place as of December 31, 2022 (GLA and dollars in thousands) :

Tenant Primary DBA/

Number of Stores Number of Stores (1)

Leased GLA/NRA (2)

% of Weighted

The TJX Companies, Inc.

44 1,294 $ 14,536 $ 11.24 2.5 %

Maxx (18), Marshalls (12), HomeGoods (11), Homesense (2), T.J.

Maxx & HomeGoods combined (2) 45 1,323 $ 14,469 2.5 %

Best Buy Co., Inc.

16 633 10,915 17.25 2.0 %

Best Buy (15), Pacific Sales (1) 16 633 11,204 1.9 %

Ross Stores, Inc.

31 885 10,444 11.80 1.9 %

Ross Dress for Less (31), dd’s DISCOUNTS (1) 32 908 10,648 1.8 %

PetSmart, Inc.

32 657 10,525 1.8 %

Michaels Stores, Inc.

29 651 8,814 13.54 1.6 %

35 468 8,490 18.14 1.5 %

Old Navy (25), The Gap (3), Banana Republic (3), Athleta (3) 34 455 8,348 1.4 %

Bed Bath & Beyond Inc.

23 613 8,303 13.55 1.5 %

Bed Bath & Beyond (14), buybuy BABY (9) 23 613 8,277 1.4 %

Dick’s Sporting Goods, Inc.

12 591 7,187 12.15 1.3 %

Dick’s Sporting Goods (12), Golf Galaxy (1) 13 652 8,265 1.4 %

Michaels Stores, Inc.

Michaels 28 631 8,250 1.4 %

Publix Super Markets, Inc.

14 669 6,884 1.2 %

Albertsons Companies, Inc.

9 481 6,613 13.74 1.2 %

Lowe’s Companies, Inc.

1 unchanged sentence

The Kroger Co.

Kroger (6), Harris Teeter (2), QFC (1), Smith’s (1) 10 355 5,753 1.0 %

Total Wine & More 14 332 5,688 1.0 %

BJ’s Wholesale Club, Inc.

3 115 5,464 1.0 %

4 unchanged sentences

25 259 5,388 0.9 %

Total Wine & More 13 305 5,069 16.60 0.9 %

BJ's Wholesale Club, Inc.

2 245 4,939 20.18 0.9 %

Albertsons Companies, Inc.

Safeway (3), Jewel-Osco (2), Tom Thumb (2) 7 395 5,040 0.9 %

Five Below, Inc.

29 258 4,945 0.9 %

Kohl's Corporation 7 361 2,993 8.28 0.9 %

Fitness International, LLC 6 242 4,884 0.9 %

Burlington Stores, Inc.

9 473 4,881 0.8 %

4 239 4,464 18.66 0.8 %

Mattress Firm Group Inc.

Kohl’s Corporation 7 361 4,865 0.8 %

Nordstrom, Inc.

8 259 4,494 0.8 %

Stop & Shop (3), Giant Foods (1) 4 239 4,493 0.8 %

DSW Designer Shoe

16 314 4,482 0.8 %

Office Depot, Inc.

14 308 4,347 14.11 0.8 %

Fitness International, LLC 5 205 4,092 19.92 0.7 %

Party City Holdings Inc.

Walgreens Boots Alliance, Inc.

8 133 4,453 0.8 %

Office Depot, Inc.

Office Depot (11), OfficeMax (3) 14 308 4,380 0.8 %

Total Top Tenants 425 10,883 $ 167,379 28.9 %

(1) Number of stores represents stores at consolidated and unconsolidated properties.

2 Excludes the square footage of structures located on land owned by the Company and ground-leased to tenants.

(2) Total leased GLA/NRA excludes the square footage of structures located on land owned by the Company and ground-leased to tenants.

(3) ABR represents the monthly contractual rent for December 31, 2022 for each applicable tenant multiplied by 12 and does not include tenant reimbursements.

ABR represents 100% of the ABR at consolidated properties and the Company's share of the ABR at unconsolidated properties excluding ground lease rent.

ABR represents 100% of the ABR at consolidated properties and the Company’s share of the ABR at unconsolidated properties.

(4) Percent of weighted ABR includes ground lease rent and represents the Company’s share of the ABR at consolidated and unconsolidated properties.

5 Includes TJ Maxx (19), Marshalls (13), HomeGoods (10), Homesense (1) and T.J.

Maxx & HomeGoods combined (1).

6 Includes Best Buy (15) and Pacific Sales (1).

7 Includes Old Navy (25), The Gap (5), Banana Republic (3) and Athleta (2).

8 Includes Bed Bath and Beyond (14) and buybuy BABY (9).

9 Includes Dick's Sporting Goods (11) and Golf Galaxy (1).

10 Includes Safeway (4), Jewel-Osco (3) and Tom Thumb (2).

11 Includes Kroger (6), Harris Teeter (2), QFC (1) and Smith's (1).

12 Includes Stop & Shop (3) and Giant Foods (1).

13 Includes Mattress Firm (27) and Sleepy's (5).

14 Includes Office Depot (11) and OfficeMax (3).

Lease Expirations

In 2023, leases representing 9.3% of total retail ABR are scheduled to expire.

The following tables show scheduled lease expirations for retail and office tenants and tenants open for business at in-process development projects as of December 31, 2021, assuming none of the tenants exercise renewal options.

($ in thousands, except per square foot data)

Retail Portfolio

The following table summarizes scheduled lease expirations for retail tenants and tenants open for business at in-process development projects as of December 31, 2022, assuming none of the tenants exercise renewal options (dollars in thousands, except per square foot data) :

Expiring GLA – Retail (2)

16 unchanged sentences

3,686 8,822,491 18,447,555 $ 540,225 100.0 % $ 31.43 $ 14.55 $ 20.05

Office Portfolio

Expiring GLA 2

Expiring Leases 1

Tenants Expiring ABR

(Pro-rata) % of

(Pro-rata) Expiring ABR

2022 47 361,608 $ 8,872 22.4 % $ 24.53

2023 35 126,396 3,878 9.8 % 30.68

2024 42 234,639 6,354 16.1 % 27.08

2025 11 166,084 3,531 8.9 % 21.26

2026 11 51,422 1,727 4.4 % 33.59

2027 10 61,513 2,094 5.3 % 34.03

2028 5 112,519 2,951 7.5 % 26.23

2029 5 75,943 2,813 7.1 % 37.04

2030 4 41,061 903 2.3 % 21.99

2031 4 121,003 3,058 7.7 % 25.28

Beyond 4 90,599 3,369 8.5 % 37.19

178 1,442,787 $ 39,550 100.0 % $ 27.41

1 Lease expiration tables reflect rents in place as of December 31, 2021 and does not include option periods;

2022 expirations include 74 month-to-month tenants and 10 month-to-month office tenants.

(1) Lease expirations table reflects rents in place as of December 31, 2022 and does not include option periods;

2023 expirations include 44 month-to-month retail tenants.

This column also excludes ground leases.

2 Expiring GLA excludes estimated square footage attributable to non-owned structures on land owned by the Company and ground-leased to tenants.

(2) Expiring GLA excludes the square footage of structures located on land owned by the Company and ground-leased to tenants.

(3) ABR represents the monthly contractual rent as of December 31, 2022 for each applicable tenant multiplied by 12.

1 unchanged sentence

Lease Activity – New and Renewal

In 2021, the Company executed new and renewal leases on 363 individual spaces totaling 2.6 million square feet (10.7% cash leasing spread on 245 comparable leases).

During 2022, the Company executed new and renewal leases on 782 individual spaces totaling 4.9 million square feet (12.6% cash leasing spread on 532 comparable leases).

New leases were signed on 252 individual spaces for 1.1 million square feet of GLA (37.8% cash leasing spread on 95 comparable leases), while renewal leases were signed on 530 individual spaces for 3.7 million square feet of GLA (8.6% cash leasing spread on 437 comparable leases).

Total executed leases includes leasing activity for the legacy RPAI portfolio from October 22, 2021 through December 31, 2021.

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

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 2. Properties