What changed in this filing

/stocks — the workspaceLOADING

Item 2. Properties

2022-02-10 compared with 2021-02-11 · 51 added, 42 removed, 355 unchanged (21% of the section changed)

6 unchanged sentences

No one tenant or affiliated group of tenants accounted for more than 2.7% of our annualized base rent as of December 31, 2021.

As a result of our tenant diversification, we believe our exposure to any one bankruptcy filing in the retail sector has not been and will not be significant, however, multiple filings by a number of retailers could have a significant impact.

As a result of our tenant diversification, we believe our exposure to any one bankruptcy filing has not been and will not be significant, however, multiple filings by a number of tenants could have a significant impact.

Geographic Diversification

14 unchanged sentences

Illinois 4 799,000 3.2 %

Arizona 2 736,000 2.9 %

Connecticut 3 358,000 1.4 %

2 unchanged sentences

Total 104 25,102,000 100.0 %

(1) Additionally, we acquired two mortgages in September 2020 with a net carrying value of approximately $9.6 million secured by a shopping center in Rockville, Maryland.

(2) Additionally, we own two participating mortgages with a net carrying value of approximately $30.3 million secured by multiple buildings in Manayunk, Pennsylvania.

Leases, Lease Terms and Lease Expirations

34 unchanged sentences

The rental increases associated with comparable spaces generally include all leases signed for retail space in arms-length transactions reflecting market leverage between landlords and tenants during the period.

The comparison between annual rent for expiring leases and new leases is determined by including minimum rent and percentage rent paid on the expiring lease and minimum rent and in some instances, projections of first lease year percentage rent, to be paid on the new lease.

In atypical circumstances, management may exercise judgment as to how to most effectively reflect the comparability of spaces reported in this calculation.

As a result of accommodations made to certain tenants to help them to stay open during and after the COVID-19 pandemic, we have found it necessary to exercise more judgement in 2020 than in prior years in order to appropriately reflect the comparability of spaces in the calculation.

The comparison between the rent for expiring leases and new leases is determined by including contractual rent on the expiring lease, including percentage rent, and the comparable annual rent and in some instances, projections of percentage rent, to be paid on the new lease.

In atypical circumstances, management may exercise judgment as to how to most effectively reflect the comparability of rents reported in this calculation.

As a result of accommodations made to certain tenants to help them to stay open during and after the COVID-19 pandemic, we have found it necessary to exercise more judgement in 2020 and 2021 than in prior years in order to appropriately reflect the comparability of rents in the calculation.

The change in rental income on comparable space leases is impacted by numerous factors including current market rates, location, individual tenant creditworthiness, use of space, market conditions when the expiring lease was signed, capital investment made in the space and the specific lease structure.

Tenant improvements and incentives include the total dollars committed for the improvement (fit out) of a space as it relates to a specific lease and, except for redevelopments, may also include base building costs (i.e.

expansion, escalators or new entrances) which are required to make the space leasable.

Incentives include amounts paid to tenants as inducement to sign a lease that do not represent building improvements.

Costs related to redevelopments require judgment by management in determining what reflects base building costs and thus, is not included in the "tenant improvements and incentives" amount.

Rent abatement and short term rent restructuring agreements that are a result of COVID-19 impacts are not included in this calculation.

Tenant improvements and incentives include the total dollars committed for the improvement (fit out) of a space as it relates to a specific lease.

Incentives include amounts paid to tenants as an inducement to sign a lease that do not represent building improvements.

Costs related to tenant improvements require judgement by management in determining what are costs specific to the tenant and not deferred maintenance on the space.

Historically, we have executed comparable space leases for 1.4 to 1.9 million square feet of retail space each year.

We expect some rental rates to be negatively impacted by the COVID-19 pandemic, which we started experiencing in the second quarter of 2020.

We expect the volume for 2021 will be in line with, or potentially exceed our historical averages given a larger amount of current vacancy as a result of COVID-19.

We expect the volume for 2022 will be in line with, or potentially exceed, our historical averages given a larger amount of vacancy as a result of COVID-19.

Although we expect overall positive increases in annual rent for comparable spaces, changes in annual rent for any individual lease or combinations of individual leases reported in any particular period may be positive or negative and we can provide no assurance that the annual rents on comparable space leases will continue to increase at historical levels, if at all.

7 unchanged sentences

Property, City, State, Zip Code Year Completed Year Acquired Square Feet(1) /Apartment Units Average Base Rent Per Square Foot(2) Percentage Leased(3) Principal Tenant(s)

Camelback Colonnade

Phoenix, AZ 85016(5) 1977, 2019 2021 643,000 17.52 90% Fry's Food & Drug

Floor & Décor

Nordstrom Last Chance

Hilton Village

Scottsdale, AZ 85250(4)(5) 1982, 1989 2021 93,000 36.25 93% CVS

South Gate, CA 90280(5)(8) 2014 2017 223,000 $30.30 99% Marshalls

Ross Dress for Less

Ulta Michaels

Bell Gardens, CA 90201(4)(5)(8) 1990, 2003, 2006 2017/2018 330,000 $23.28 98% Food4Less

2 unchanged sentences

Colorado Blvd

Pasadena, CA 91103(4) 1905-1988 1998 42,000 $55.34 100 % Banana Republic True Food Kitchen

Pasadena, CA 91103(4) 1905-1988 1998 42,000 $59.69 88% Banana Republic

True Food Kitchen

Crow Canyon Commons

19 unchanged sentences

Ross Dress For Less

Grossmont Center

La Mesa, CA 91942(5) 1961, 1963, 1982-1983, 2002 2021 933,000 $14.19 99% Target

Hastings Ranch Plaza

7 unchanged sentences

Los Gatos, CA 95030 1962, 1998 1997 97,000 $43.95 90% Anthropologie

Banana Republic

Teleferic Barcelona

Olivo at Mission Hills

9 unchanged sentences

Multiple Restaurants

Property, City, State, Zip Code Year Completed Year Acquired Square Feet(1) /Apartment Units Average Base Rent Per Square Foot(2) Percentage Leased(3) Principal Tenant(s)

San Antonio Center

1 unchanged sentence

1995-1997 2015/2019 212,000 $16.52 98% Trader Joe's

Walmart 24 Hour Fitness

24 Hour Fitness

San Jose, CA 95128(4)(10) 2002, 2009, 2016, 2020 1997 1,208,000 $55.20 95% Crate & Barrel H&M Best Buy

3 unchanged sentences

2011, 2014 1997/2012 662 units N/A 95%

Property, City, State, Zip Code Year Completed Year Acquired Square Feet(1) /Apartment Units Average Base Rent Per Square Foot(2) Percentage Leased(3) Principal Tenant(s)

Sylmar Towne Center

2 unchanged sentences

Santa Monica, CA 90401 1888-2000 1996-2000 207,000 $83.92 81% adidas

Multiple Restaurants

Westgate Center

5 unchanged sentences

Greenwich Avenue, CT 06830 1968 1995 35,000 $96.19 100% Saks Fifth Avenue

The Commons at Darien

Darien Commons

Darien, CT 06820 1920-2009 2013/2018 59,000 $42.92 89% Equinox

3 unchanged sentences

Washington, DC 20015 1998 2001 119,000 $33.73 66% Marshalls

Nordstrom Rack

Coconut Grove, FL 33133(5)(11) 1990/1994,

1 unchanged sentence

Youfit Health Club

Planta Restaurant

Multiple Restaurants

Del Mar Village

19 unchanged sentences

Bethesda, MD 20814 2008 1993 180 units N/A 96%

Property, City, State, Zip Code Year Completed Year Acquired Square Feet(1) /Apartment Units Average Base Rent Per Square Foot(2) Percentage Leased(3) Principal Tenant(s)

Congressional Plaza

1 unchanged sentence

Barnes & Noble

Container Store

Congressional Plaza Residential

5 unchanged sentences

Ross Dress for Less

Property, City, State, Zip Code Year Completed Year Acquired Square Feet(1) /Apartment Units Average Base Rent Per Square Foot(2) Percentage Leased(3) Principal Tenant(s)

Gaithersburg Square

Gaithersburg, MD 20878 1966 1993 208,000 $30.13 87% Ross Dress For Less

Gaithersburg, MD 20878 1966 1993 208,000 $31.41 96% Marshalls Ross Dress For Less

Ashley Furniture HomeStore

11 unchanged sentences

North Bethesda, MD 20852(10) 1963, 2014, 2018, 2020 1982/2007/

2012 525,000 $37.78 96% iPic Theater

Pinstripes Multiple Restaurants

2012 622,000 $40.17 99% Porsche

Bean Multiple Restaurants

Pike & Rose Residential

22 unchanged sentences

Bethesda, MD 20814 1958 1969 88,000 $102.87 96% Balducci's

Multiple Restaurants

Property, City, State, Zip Code Year Completed Year Acquired Square Feet(1) /Apartment Units Average Base Rent Per Square Foot(2) Percentage Leased(3) Principal Tenant(s)

Massachusetts

18 unchanged sentences

7 units N/A 100%

Property, City, State, Zip Code Year Completed Year Acquired Square Feet(1) /Apartment Units Average Base Rent Per Square Foot(2) Percentage Leased(3) Principal Tenant(s)

North Dartmouth

2 unchanged sentences

Norwell, MA 02061 1967 1994 149,000 $20.39 99% Big Y Foods

Saugus, MA 01906 1976 1996 166,000 $17.22 100 % Super Stop & Shop

Floor & Decor

Gratiot Plaza

2 unchanged sentences

Brick Township, NJ 08723(4) 1958 1989 408,000 $21.96 93% Trader Joe's

Ulta Burlington

Sea Grit, NJ 08750(5)(6)(8) 1986, 2004 2014 99,000 $40.24 92% Banana Republic

3 unchanged sentences

New York Sports Club

Sephora Multiple Restaurants

Multiple Restaurants

129 units N/A 99%

Lawrenceville, NJ 08648(4) 1975 2003/2017 551,000 $26.54 89% Shop Rite

Ferguson Bath, Kitchen, & Lighting

Ross Dress for Less

Nordstrom Rack

Bed, Bath & Beyond

The Grove at Shrewsbury

14 unchanged sentences

Hauppauge, NY 11788 1963 1998 133,000 $34.99 71% Shop Rite

Huntington, NY 11746 1962 1988/2007/ 2015 266,000 $23.74 90% Nordstrom Rack

Property, City, State, Zip Code Year Completed Year Acquired Square Feet(1) /Apartment Units Average Base Rent Per Square Foot(2) Percentage Leased(3) Principal Tenant(s)

Huntington, NY 11746 1962 1988/2007/ 2015 212,000 $17.12 84% Petsmart

Huntington Square

6 unchanged sentences

Philadelphia, PA 19128 1953 1988 270,000 $15.01 87% Acme Markets

TJ Maxx Kohl's

Bala Cynwyd, PA 19004 1955 1993 174,000 $36.79 95% Acme Markets

Lord & Taylor

Property, City, State, Zip Code Year Completed Year Acquired Square Feet(1) /Apartment Units Average Base Rent Per Square Foot(2) Percentage Leased(3) Principal Tenant(s)

Bala Cynwyd Residential

8 unchanged sentences

Barnes & Noble

Lankenau Medical Center

Philadelphia, PA 19114 1959 1983 227,000 $19.76 82% Marshalls

3 unchanged sentences

Willow Grove, PA 19090 1953 1984 183,000 $22.06 58% Marshalls

Barnes & Noble

Wynnewood, PA 19096 1948 1996 249,000 $29.12 96% Giant Food

1 unchanged sentence

9 units N/A 78%

Charlottesville, VA 22091(8) 1975-2001 2007 168,000 $18.01 92% HomeGoods

Charlottesville, VA 22091(8) 1975-2001 2007 168,000 $19.38 99% Lidl HomeGoods

Barcoft Plaza

4 unchanged sentences

Bed, Bath & Beyond

Birch & Broad (formerly known as Falls Plaza)

Falls Church, VA 22046 1960/1962 1967/1972 144,000 $36.07 96% Giant Food

McLean, VA 22101(5) 1967 2021 90,000 $26.79 85% Safeway

Fairfax Junction

1 unchanged sentence

Planet Fitness

Falls Church, VA 22046 1960/1962 1967/1972 144,000 $36.66 92% Giant Food

Graham Park Plaza

Fairfax, VA 22042 1971 1983 132,000 $38.42 86% Giant Food

Falls Church, VA 22042 1971 1983 132,000 $39.71 87% Giant Food

Property, City, State, Zip Code Year Completed Year Acquired Square Feet(1) /Apartment Units Average Base Rent Per Square Foot(2) Percentage Leased(3) Principal Tenant(s)

Idylwood Plaza

Falls Church, VA 22030 1991 1994 73,000 $52.50 100% Whole Foods

Leesburg Plaza

Leesburg, VA 20176 1967 1998 236,000 $23.40 83% Giant Food

Mount Vernon/South Valley/

9 unchanged sentences

Arlington, VA 22202 2001-2002 1998/2010 297,000 $35.63 99% Harris Teeter

Bed, Bath & Beyond

Property, City, State, Zip Code Year Completed Year Acquired Square Feet(1) /Apartment Units Average Base Rent Per Square Foot(2) Percentage Leased(3) Principal Tenant(s)

Vienna, VA 22180 1968 1997/2015 172,000 $48.37 97% TJ Maxx

3 unchanged sentences

Total Wine & More

Twinbrooke Shopping Centre

Fairfax, VA 22032 1977 2021 106,000 $24.26 89% Safeway

Tyson's Station

12 unchanged sentences

Some of our properties include office space which is included in this square footage.

(2) Average base rent is calculated as the aggregate, annualized in-place contractual (defined as cash basis excluding rent abatements) minimum rent for all occupied spaces divided by the aggregate GLA of all occupied spaces.

(2) Average base rent per square foot is calculated as the aggregate, annualized in-place contractual (defined as cash basis excluding rent abatements) minimum rent for all occupied spaces divided by the aggregate GLA of all occupied spaces.

Average base rent is for commercial spaces only.

10 unchanged sentences

Management's Discussion and Analysis of Financial Condition and Results of Operations.

(11) This property includes interests in five buildings in addition to our initial acquisition.

(11) This property includes interests in four buildings in addition to our initial acquisition.

(12) This property includes 39 buildings primarily along Washington Street and 14th Street in Hoboken, New Jersey.

(13) The 87 unit residential building at Bala Cynwyd was delivered in late 2020 and is currently in the process of being leased-up for the first time.

(13) The new 500 unit residential building at Assembly Row was delivered in the second half of 2021 and is currently in the process of being leased-up for the first time.

Consequently, these units are excluded from our total residential units and percentage leased statistics.

1 unchanged sentence

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