What changed in this filing

/stocks — the workspaceLOADING

Item 2. Properties

2022-02-11 compared with 2021-02-16 · 36 added, 30 removed, 209 unchanged (24% of the section changed)

1 unchanged sentence

As of December 31, 2021, our operating portfolio was comprised of 30 office, retail, multifamily and mixed-use properties with an aggregate of approximately 7.1 million rentable square feet of office and retail space (including mixed-use retail space), 2,112 residential units (including 122 RV spaces) and a 369-room hotel.

Additionally, as of December 31, 2020, we owned land at three of our properties that we classified as held for development and construction in progress.

Additionally, as of December 31, 2021, we owned land at three of our properties that we classified as held for development or construction in progress.

Retail and Office Portfolios

4 unchanged sentences

Leased Annualized

Base Rent Annualized

Base Rent (1)

OFFICE PROPERTIES

La Jolla Commons (1)

San Diego, CA 2008/2014 2 724,186 98.0 % $ 39,961,852 $ 56.31

La Jolla Commons San Diego, CA 2008/2014 2 724,208 98.3 % $ 43,140,280 $ 60.60

Torrey Reserve Campus San Diego, CA 1996-2000/2014-2016 14 521,740 81.2 20,806,364 49.11

5 unchanged sentences

One Beach Street San Francisco, CA 1924/1972/1987/1992 1 100,270 — — —

First & Main Portland, OR 2010 1 360,314 93.0 10,442,975 31.16

Lloyd District Portfolio Portland, OR 1940-2015 3 515,929 99.8 16,454,913 31.96

First & Main (7)

Portland, OR 2010 1 360,314 94.3 10,838,438 31.90

Lloyd Portfolio Portland, OR 1940-2015 3 515,928 98.5 16,788,015 33.03

City Center Bellevue Bellevue, WA 1987 1 496,437 93.0 23,957,153 51.89

Eastgate Office Park Bellevue, WA 1985 4 280,053 86.7 9,023,004 37.16

Corporate Campus East III Bellevue, WA 1986 4 157,163 85.9 5,115,751 37.89

Subtotal / Weighted Average Office Portfolio (3)

28 unchanged sentences

Base Rent Annualized

Waikiki Beach Walk—Retail (6)

Honolulu, HI 2006 3 96,707 89.2 % $ 9,411,407 $ 109.10

Waikiki Beach Walk—Retail Honolulu, HI 2006 3 93,925 89.6 % $ 6,413,365 $ 76.21

Hotel Portion Location Year Built/

20 unchanged sentences

Total / Weighted Average Multifamily 121 2,112 96.0 % $ 53,557,320 $ 2,201

(1) Annualized base rent is calculated by multiplying base rental payments (defined as cash base rents (before abatements)) under commenced leases for the month ended December 31, 2021 by 12.

In the case of triple net or modified gross leases, annualized base rent does not include tenant reimbursements for real estate taxes, insurance, common area or other operating expenses.

The foregoing notwithstanding:

The annualized base rent for La Jolla Commons has been adjusted for this presentation to reflect that the contractual triple net leases were instead structured as modified gross leases, by adding the contractual annualized triple net base rent of $30,714,816 to our estimate of annual triple net operating expenses of $12,425,464 for an estimated annualized base rent on a modified gross lease basis of $43,140,280 for La Jolla Commons.

The annualized base rent for Eastgate Office Park has been adjusted for this presentation to reflect that the contractual triple net leases were instead structured as modified gross leases, by adding the contractual annualized triple net base rent of $6,536,442 to our estimate of annual triple net operating expenses of $2,486,562 for an estimated annualized base rent on a modified gross lease basis of $9,023,004 for Eastgate Office Park.

The annualized base rent for Corporate Campus East III has been adjusted for this presentation to reflect that the contractual triple net leases were instead structured as modified gross leases, by adding the contractual annualized triple net base rent of $3,760,412 to our estimate of annual triple net operating expenses of $1,355,339 for an estimated annualized base rent on a modified gross lease basis of $5,115,751 for Corporate Campus East III.

(2) This property contains 422,426 net rentable square feet consisting of The Landmark at One Market (378,206 net rentable square feet) as well as a separate long-term leasehold interest in approximately 44,220 net rentable square feet of space located in an adjacent six-story leasehold known as the Annex.

We currently lease the Annex from an affiliate of the Paramount Group pursuant to a long-term master lease effective through June 30, 2026, which we have the option to extend until 2031 pursuant to one five-year extension option.

(3) Lease data for signed but not commenced leases as of December 31, 2021 is in the following table:

5 unchanged sentences

Total Retail and Office Portfolio $ 132,812 $ 5,810,845 $ 43.75 $ 40.00

(a) Office portfolio leases signed but not commenced of 32,253 square feet are expected to commence during the first quarter of 2021.

Retail portfolio leases signed but not commenced of 505 and 3,898 square feet are expected to commence during the first and second quarters of 2021, respectively.

(a) Office portfolio leases signed but not commenced of 1,511, 19,529 and 32,348 square feet are expected to commence during the first quarter of 2022, third quarter of 2022 and the fourth quarter of 2023, respectively.

Retail portfolio leases signed but not commenced of 59,686, 8,438 and 11,300 square feet are expected to commence during the second and third quarters of 2022, and the second quarter of 2023, respectively.

(b) Annualized base rent is calculated by multiplying base rental payments (defined as cash base rents (before abatements)) for signed but not commenced leases as of December 31, 2021 by 12.

In the case of triple net or modified gross leases, annualized base rent does not include tenant reimbursements for real estate taxes, insurance, common area or other operating expenses.

The foregoing notwithstanding, the annualized base rent for signed but not commenced leases as of December 31, 2020 at La Jolla Commons has been adjusted for this presentation to reflect that the contractual triple net leases were instead structured as modified gross leases.

Annualized base rent per leased square foot is calculated by dividing annualized base rent, by square footage for signed by not commenced leases.

1 unchanged sentence

(4) Net rentable square feet at certain of our retail properties includes square footage leased pursuant to ground leases, as described in the following table:

Property Number of Ground Leases Square Footage Leased Pursuant to Ground Leases Aggregate Annualized Base Rent

Property Number of Ground Leases Square Footage Leased Pursuant to Ground Leases (a) Aggregate Annualized Base Rent

Carmel Mountain Plaza 5 17,607 $ 805,561

2 unchanged sentences

Alamo Quarry Market 3 20,694 $ 301,371

(a) For the ground leases above, 13,680 square feet have lease expirations during the third quarter of 2022, with one or more five year extension options which have not been exercised as of December 31, 2021.

(5) The Hassalo on Eighth property is comprised of three multifamily buildings, each with a ground floor retail component:

Velomor, Aster Tower and Elwood.

(6) Waikiki Beach Walk-Retail contains 96,707 net rentable square feet consisting of 94,093 net rentable square feet that we own in fee and approximately 2,614 net rentable square feet of space in which we have a subleasehold interest pursuant to a sublease from First Hawaiian Bank effective through December 31, 2021.

(6) The Santa Fe Park RV Resort is subject to seasonal variation, with higher rates of occupancy occurring during the summer months.

The number of units at the Santa Fe Park RV Resort includes 122 RV spaces and four apartments.

(7) Including swing-space currently leased by an existing tenant on a rolling 30-day basis, First & Main is 99.4% leased

In the tables above:

• The net rentable square feet for each of our retail properties and the retail portion of our mixed-use property is the sum of (1) the square footages of existing leases, plus (2) for available space, the field-verified square footage.

The net rentable square feet for each of our office properties is the sum of (1) the square footages of existing

leases, plus (2) for available space, management's estimate of net rentable square feet based, in part, on past leases.

The net rentable square feet for each of our office properties is the sum of (a) the square footages of existing leases, plus (b) for available space, management's estimate of net rentable square feet based, in part, on past leases.

The net rentable square feet included in such office leases is generally determined consistently with the Building Owners and Managers Association, or BOMA, 2010 measurement guidelines.

9 unchanged sentences

Total abatements for leases in effect as of December 31, 2021 for our multifamily portfolio equaled approximately $1.5 million for the year ended December 31, 2021.

• Units represent the total number of units available for sale/rent at December 31, 2020.

• Units represent the total number of units available for sale or rent at December 31, 2021.

• Average occupancy represents the percentage of available units that were sold during the 12-month period ended December 31, 2021, and is calculated by dividing the number of units sold by the product of the total number of units and the total number of days in the period.

8 unchanged sentences

Only one tenant or affiliated group of tenants accounted for more than 9.6% of our annualized base rent as of December 31, 2021 for our office, retail and retail portion of our mixed-use property portfolio.

The following table sets forth information regarding the 25 tenants with the greatest annualized base rent for our combined retail, office and retail portion of our mixed-use property portfolios as of December 31, 2020.

The following table sets forth information regarding the 25 tenants with the greatest annualized base rent for our combined office, retail and retail portion of our mixed-use property portfolios as of December 31, 2021.

Tenant Property(ies) Lease

12 unchanged sentences

4/30/2029 123,041 1.7 6,664,187 2.6

City Center Bellevue 11/30/2022

VMware, Inc City Center Bellevue 11/30/2022

9/30/2027 109,985 1.6 5,584,938 2.1

7 unchanged sentences

Lloyd District Portfolio 10/31/2026 66,852 0.9 2,269,545 0.9

Internal Revenue Service (2)

First & Main 8/31/2030 63,648 1.0 2,200,553 0.9

Nordstrom Rack Carmel Mountain Plaza,

Alamo Quarry Market 9/30/2022

Internal Revenue Service (2) First & Main 8/31/2030 63,648 0.9 2,189,700 0.8

Nordstrom Rack (3) Alamo Quarry Market,

Carmel Mountain Plaza 10/31/2027

9/30/2027 69,047 1.0 2,189,648 0.8

Quiksilver Waikiki Beach Walk 12/31/2021 8,365 0.1 2,175,177 0.9

Sprouts Farmers Market Solana Beach Towne Centre,

2 unchanged sentences

9/30/2032 71,431 1.0 2,121,187 0.8

Veterans Benefits Administration (2)

First & Main 8/31/2030 74,885 1.1 2,009,451 0.8

Veterans Benefits Administration First & Main 8/31/2030 74,885 1.1 1,997,006 0.8

California Bank & Trust Torrey Reserve Campus 2/29/2024 34,731 0.5 1,975,300 0.8

2 unchanged sentences

Perkins Coie, LLP Torrey Reserve Campus 12/31/2028 36,980 0.5 1,859,601 0.7

Marshalls Solana Beach Towne Centre,

Carmel Mountain Plaza 1/31/2025

1/31/2029 68,055 1.0 1,728,228 0.7

Troutman Sanders, LLP Torrey Reserve Campus,

1 unchanged sentence

4/30/2025 33,812 0.5 1,746,292 0.7

Marshalls Solana Beach Towne Centre,

Carmel Mountain Plaza 1/31/2025

1/31/2029 68,055 1.0 1,728,228 0.7

MEI Pharma, Inc.

4 unchanged sentences

City Center Bellevue 2/28/2023 29,415 0.4 1,382,130 0.5

Ruth's Chris Steak House Waikele Beach Walk,

Torrey Reserve Campus 2/29/2025

1/31/2030 14,833 0.2 1,332,035 0.5

TOTAL 2,286,235 32.3 % $ 111,707,764 42.9 %

* Data withheld at tenant’s request.

(1) Annualized base rent is calculated by multiplying (i) base rental payments (defined as cash base rents before abatements) for the month ended December 31, 2021 for the applicable lease(s) by (ii) 12.

(2) The earliest option termination date under this lease is August 31, 2028.

(3) For Nordstrom Rack, (a) on January 20, 2022, we entered into an extension for 30,000 of leased square footage which is now set to expire on October 31, 2027 (Alamo Quarry Market);

(b) 39,047 of leased square feet is set to expire on September 30, 2027 (Carmel Mountain Plaza)

Geographic Diversification

50 unchanged sentences

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