Document

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549



FORM	10-K

☒ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2019

☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission file number 001-35908

_________________________________________________________________

ARMADA HOFFLER PROPERTIES, INC.

(Exact Name of Registrant as Specified in Its Charter)

_________________________________________________________________



Maryland				46-1214914
(State or other jurisdiction of incorporation or organization)				(I.R.S. Employer Identification No.)
222 Central Park Avenue		,	Suite 2100
Virginia Beach	,	Virginia		23462
(Address of principal executive offices)				(Zip Code)

Registrant’s Telephone Number, Including Area Code: (757) 366-4000

Securities registered pursuant to Section 12(b) of the Act:



Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $0.01 par value per share	AHH	New York Stock Exchange
6.75% Series A Cumulative Redeemable Perpetual Preferred Stock, $0.01 par value per share	AHHPrA	New York Stock Exchange

Securities registered pursuant to Section 12(g) of the Act: None

_________________________________________________________________

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes x No ◻

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act. Yes ◻ No x

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No ◻

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes x No ◻

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.



Large accelerated filer	x	Accelerated filer	☐

Non-accelerated filer	☐	Smaller reporting company	☐

Emerging growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No ☒

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As of June 28, 2019, the last business day of the registrant’s most recently completed second fiscal quarter, the aggregate market value of the registrant’s common stock held by non-affiliates of the registrant was approximately $861.5 million, based on the closing sales price of $16.55 per share as reported on the New York Stock Exchange. (For purposes of this calculation all of the registrant’s directors and executive officers are deemed affiliates of the registrant.)

As of February 20, 2020, the registrant had 56,370,060 shares of common stock outstanding. In addition, as of February 20, 2020, Armada Hoffler, L.P., the registrant's operating partnership subsidiary (the "Operating Partnership"), had 21,272,962 common units of limited partnership interest ("OP Units") outstanding (other than OP Units held by the registrant). Based on the 56,370,060 shares of common stock and 21,272,962 OP Units held by limited partners other than the registrant, the registrant had a total common equity market capitalization of $1,444,936,639 as of February 20, 2020 (based on the closing sales price of $18.61 on the New York Stock Exchange on such date).

Documents Incorporated by Reference

Portions of the registrant’s Definitive Proxy Statement relating to its 2020 Annual Meeting of Stockholders are incorporated by reference into Part III of this report. The registrant expects to file its Definitive Proxy Statement with the Securities and Exchange Commission within 120 days after December 31, 2019.

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Armada Hoffler Properties, Inc.

Form 10-K

For the Fiscal Year Ended December 31, 2019

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PART I
Item 1.	Business.	1
Item 1A.	Risk Factors.	16
Item 1B.	Unresolved Staff Comments.	41
Item 2.	Properties.	41
Item 3.	Legal Proceedings.	41
Item 4.	Mine Safety Disclosures.	41
PART II
Item 5.	Market For Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.	42
Item 6.	Selected Financial Data.	44
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations.	45
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk.	62
Item 8.	Financial Statements and Supplementary Data.	63
Item 9.	Changes in and Disagreements With Accountants on Accounting and Financial Disclosure.	63
Item 9A.	Controls and Procedures.	63
Item 9B.	Other Information.	64
PART III
Item 10.	Directors, Executive Officers and Corporate Governance.	65
Item 11.	Executive Compensation.	65
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.	65
Item 13.	Certain Relationships and Related Transactions, and Director Independence.	65
Item 14.	Principal Accountant Fees and Services.	65
PART IV
Item 15.	Exhibits and Financial Statement Schedules.	66
Item 16.	Form 10-K Summary.	66
Index to Exhibits		67
Signatures		69

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SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

The following discussion should be read in conjunction with the financial statements and notes thereto appearing elsewhere in this report. This report contains forward-looking statements within the meaning of the federal securities laws. We caution investors that any forward-looking statements presented in this report, or which management may make orally or in writing from time to time, are based on beliefs and assumptions made by, and information currently available to, management. When used, the words "anticipate," "believe," "expect," "intend," "may," "might," "plan," "estimate," "project," "should," "will," "result" and similar expressions, which do not relate solely to historical matters, are intended to identify forward-looking statements. Such statements are subject to risks, uncertainties, and assumptions and are not guarantees of future performance, which may be affected by known and unknown risks, trends, uncertainties, and factors that are beyond our control. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those anticipated, estimated, or projected. We caution you that while forward-looking statements reflect our good faith beliefs when we make them, they are not guarantees of future performance and are impacted by actual events when they occur after we make such statements. We expressly disclaim any responsibility to update forward-looking statements, whether as a result of new information, future events, or otherwise, except as required by law. Accordingly, investors should use caution in relying on past forward-looking statements, which are based on results and trends at the time they are made, to anticipate future results or trends.

Forward-looking statements involve numerous risks and uncertainties, and you should not rely on them as predictions of future events. Forward-looking statements depend on assumptions, data, or methods which may be incorrect or imprecise, and we may not be able to realize them. We do not guarantee that the transactions and events described will happen as described (or that they will happen at all). The following factors, among others, could cause actual results and future events to differ materially from those set forth or contemplated in the forward-looking statements:


•	adverse economic or real estate developments, either nationally or in the markets in which our properties are located;


•	our failure to develop the properties in our development pipeline successfully, on the anticipated timelines, or at the anticipated costs;


•	our failure to generate sufficient cash flows to service our outstanding indebtedness;


•	defaults on, early terminations of, or non-renewal of leases by tenants, including significant tenants;


•	bankruptcy or insolvency of a significant tenant or a substantial number of smaller tenants;


•	the inability of one or more mezzanine loan borrowers to repay mezzanine loans in accordance with their contractual terms;


•	difficulties in identifying or completing development, acquisition, or disposition opportunities;


•	our failure to successfully operate developed and acquired properties;


•	our failure to generate income in our general contracting and real estate services segment in amounts that we anticipate;


•	fluctuations in interest rates and increased operating costs;


•	our failure to obtain necessary outside financing on favorable terms or at all;


•	our inability to extend the maturity of or refinance existing debt or comply with the financial covenants in the agreements that govern our existing debt;


•	financial market fluctuations;


•	risks that affect the general retail environment or the market for office properties or multifamily units;


•	the competitive environment in which we operate;


•	decreased rental rates or increased vacancy rates;

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•	conflicts of interests with our officers and directors;


•	lack or insufficient amounts of insurance;


•	environmental uncertainties and risks related to adverse weather conditions and natural disasters;


•	other factors affecting the real estate industry generally;


•	our failure to maintain our qualification as a real estate investment trust ("REIT") for U.S. federal income tax purposes;


•	limitations imposed on our business and our ability to satisfy complex rules in order for us to maintain our qualification as a REIT for U.S. federal income tax purposes;


•	changes in governmental regulations or interpretations thereof, such as real estate and zoning laws and increases in real property tax rates and taxation of REITs; and


•	potential negative impacts from the recent changes to the U.S. tax laws.

While forward-looking statements reflect our good faith beliefs, they are not guarantees of future performance. We caution investors not to place undue reliance on these forward-looking statements. For a further discussion of these and other factors that could impact our future results, performance, or transactions, see the risk factors described in Item 1A herein and in other documents that we file from time to time with the Securities and Exchange Commission (the "SEC").

iii

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PART I


Item 1.	Business.

Our Company

References to "we," "our," "us," and "our company" refer to Armada Hoffler Properties, Inc., a Maryland corporation, together with our consolidated subsidiaries, including Armada Hoffler, L.P., a Virginia limited partnership (the "Operating Partnership"), of which we are the sole general partner.

We are a full-service real estate company with extensive experience developing, building, owning, and managing high-quality, institutional-grade office, retail, and multifamily properties in attractive markets primarily throughout the Mid-Atlantic and Southeastern United States. In addition to the ownership of our operating property portfolio, we develop and build properties for our own account and through joint ventures between us and unaffiliated partners and also invest in development projects through mezzanine lending arrangements. We also provide general contracting services to third parties. Our construction and development experience includes mid- and high-rise office buildings, retail strip malls, retail power centers, multifamily apartment communities, hotels and conference centers, single- and multi-tenant industrial, distribution, and manufacturing facilities, educational, medical and special purpose facilities, government projects, parking garages, and mixed-use town centers. Our third-party construction contracts have included signature properties across the Mid-Atlantic region, such as the Inner Harbor East development in Baltimore, Maryland, including the Four Seasons Hotel and Legg Mason office tower, the Mandarin Oriental Hotel in Washington, D.C., and a $50.0 million proton therapy institute for Hampton University in Hampton, Virginia.

We were formed on October 12, 2012 under the laws of the State of Maryland and are headquartered in Virginia Beach, Virginia. We elected to be taxed as a REIT for U.S. federal income tax purposes commencing with the taxable year ended December 31, 2013. Substantially all of our assets are held by, and all of our operations are conducted through, our Operating Partnership. As of December 31, 2019, we owned, through a combination of direct and indirect interests, 72.6% of the common units of limited partnership interest in our Operating Partnership ("OP Units").

2019 Highlights

The following highlights our results of operations and significant transactions for the year ended December 31, 2019:


•	Net income attributable to common stockholders and OP Unit holders of $21.6 million, or $0.41 per diluted share, compared to $17.2 million, or $0.36 per diluted share, for the year ended December 31, 2018.


•	Funds from operations attributable to common stockholders and OP Unit holders ("FFO") of $80.0 million, or $1.10 per diluted share, compared to $64.3 million, or $0.99 per diluted share, for the year ended December 31, 2018.


•	Normalized funds from operations attributable to common stockholders and OP Unit holders ("Normalized FFO") of $85.1 million, or $1.17 per diluted share, compared to $66.5 million, or $1.03 per diluted share, for the year ended December 31, 2018.


•	Property segment net operating income ("NOI") of $102.0 million compared to $78.4 million for the year ended December 31, 2018:


•	Office NOI of $21.1 million compared to $12.8 million


•	Retail NOI of $58.0 million compared to $50.3 million


•	Multifamily NOI of $22.9 million compared to $15.3 million


•	Same store NOI of $71.1 million compared to $68.5 million for the year ended December 31, 2018:


•	Office same store NOI of $13.5 million compared to $13.2 million


•	Retail same store NOI of $44.4 million compared to $43.4 million


•	Multifamily same store NOI of $13.2 million compared to $11.9 million

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•	Stabilized portfolio occupancy by segment, as of December 31, 2019 compared to December 31, 2018:


•	Office occupancy at 96.6% compared to 93.3%


•	Retail occupancy at 96.9% compared to 96.2%


•	Multifamily occupancy at 95.6% compared to 97.3%


•	Core operating property portfolio occupancy at 96.5% as of December 31, 2019 compared to 95.8% as of December 31, 2018.


•	Completed the acquisition and refinancing of the commercial office and retail components of our One City Center development project in downtown Durham, North Carolina from the joint venture partnership.


•	Exercised our purchase option to acquire a 79% controlling interest in 1405 Point, the 17-story luxury high-rise apartment building located in the Harbor Point area of the Baltimore waterfront, in exchange for the Company's mezzanine loan investment and the assumption of existing debt.


•	Completed the acquisitions of Red Mill Commons and Marketplace at Hilltop in Virginia Beach, Virginia for aggregate consideration of $105.0 million, including $63.8 million in OP Units.


•	Completed the acquisition of Thames Street Wharf, a certified LEED Gold Class A trophy office building located on the waterfront in the Harbor Point development of Baltimore, Maryland, for $101.0 million.


•	Completed the sale of Lightfoot Marketplace for $30.3 million, representing a 5.8% cap rate on in-place net operating income at the time of acquisition.


•	Introduced a redesigned website - ArmadaHoffler.com - to include additional functionality and enhancements including a new sustainability section.


•	Added $109.2 million to third-party construction backlog during the fourth quarter and ended 2019 with total backlog of $242.6 million.


•	Announced that Apex Entertainment has entered into a long-term lease for all 84,000 square feet previously occupied by Dick's Sporting Goods in the Town Center of Virginia Beach.


•	Announced that the Company will be the majority partner in a joint venture to develop Ten Tryon, a new 220,000 square foot urban mixed-use development anchored by a new Publix grocery store and a Fortune 100 office tenant in Charlotte, North Carolina.


•	Announced that the Company will be the majority partner in a joint venture to redevelop the historic Chronicle Mill as part of a new multifamily development in Belmont, North Carolina.


•	Extended the maturity of our credit facility to 2024 for the senior unsecured revolving component and 2025 for the senior unsecured term loan component.


•	Raised $25.5 million of gross proceeds through our at-the-market equity offering program at a weighted-average price of $18.30 per share during the quarter ended December 31, 2019. Raised $98.4 million of gross proceeds at a weighted-average price of $16.76 per share during the year ended December 31, 2019.


•	Raised $61.3 million of net proceeds before offering expenses through an underwritten public offering of 2.5 million shares of 6.75% Series A Cumulative Redeemable Perpetual Preferred Stock ("Series A Preferred Stock") at a public offering price of $25.00 per share.


•	Declared cash dividends of $0.84 per share for the year ended December 31, 2019 compared to $0.80 per share for the year ended December 31, 2018.

For definitions and discussion of FFO, Normalized FFO, NOI, and same store NOI, see the sections below entitled "Item 6. Selected Financial Data" and "Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations."

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Our Competitive Strengths

We believe that we distinguish ourselves from other REITs through the following competitive strengths:


•	High-Quality, Diversified Portfolio. Our portfolio consists of institutional-grade, premier office, retail, and multifamily properties located primarily in Virginia, Maryland, North Carolina, South Carolina, and Georgia. Our properties are generally in the top tier of commercial properties in their markets and offer Class-A amenities and finishes.

•

Seasoned, Committed and Aligned Senior Management Team with a Proven Track Record. Our senior management team has extensive experience developing, constructing, owning, operating, renovating, and financing institutional-grade office, retail, multifamily, and hotel properties in the Mid-Atlantic and Southeastern regions. As of December 31, 2019, our named executive officers and directors collectively owned approximately 13% of our company on a fully diluted basis, which we believe aligns their interests with those of our stockholders.

•

Strategic Focus on Attractive Mid-Atlantic and Southeastern Markets. We focus our activities in our target markets in the Mid-Atlantic and Southeastern regions of the United States that demonstrate attractive fundamentals driven by favorable supply and demand characteristics and limited competition from other large, well-capitalized operators. We believe that our longstanding presence in our target markets provides us with significant advantages in sourcing and executing development opportunities, identifying and mitigating potential risks, and negotiating attractive pricing.

•

Extensive Experience with Construction and Development. Our platform consists of development, construction, and asset management capabilities, which comprise an integrated delivery system for every project that we build for our own account or for third-party clients. This integrated approach provides a single source of accountability for design and construction, simplifies coordination and communication among the relevant stakeholders in each project, and provides us valuable insight from an operational perspective. We believe that being regularly engaged in construction and development projects provides us significant and distinct advantages, including enhanced market intelligence, greater insight into best practices, enhanced operating leverage, and "first look" access to development and ownership opportunities in our target markets. We also use mezzanine lending arrangements, which may enable us to acquire completed development projects at prices that are below market or at cost and may enable us to realize profit on projects we do not intend to own.

•

Longstanding Public and Private Relationships. We have extensive experience with public/private real estate development projects dating back to 1984, having worked with the Commonwealth of Virginia, the State of Georgia, and the Kingdom of Sweden, as well as various municipalities. Through our experience and longstanding relationships with governmental entities such as these, we have learned to successfully navigate the often complex and time-consuming government approval process, which has given us the ability to capture opportunities that we believe many of our competitors are unable to pursue.

Our Business and Growth Strategies

Our primary business objectives are to: (i) continue to develop, build, and own institutional-grade office, retail, and multifamily properties in our target markets, (ii) finance and operate our portfolio in a manner that increases cash flow and property values, (iii) execute new third-party construction work with consistent operating margins, and (iv) pursue selective acquisition opportunities, particularly when the acquisition involves a significant redevelopment aspect. We will seek to achieve our objectives through the following strategies:

•

Pursue a Disciplined, Opportunistic Development and Acquisition Strategy Focused on Office, Retail, and Multifamily Properties. We intend to continue to grow our asset base through continued strategic development of office, retail, and multifamily properties, and the selective acquisition of high-quality properties that are well-located in their submarkets. Furthermore, we believe our construction and development expertise provides a high level of quality control while ensuring that the projects we construct and develop are completed more quickly and at a lower cost than if we engaged a third-party general contractor.

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•	Pursue New, and Expand Existing, Public/Private Relationships. We intend to continue to leverage our extensive experience in completing large, complex, mixed-use, public/private projects to establish relationships with new public partners while expanding our relationships with existing public partners.

•

Leverage our Construction and Development Platform to Attract Additional Third-Party Clients. We believe that we have a unique advantage over many of our competitors due to our integrated construction and development business that provides expertise, oversight, and a broad array of client-focused services. We intend to continue to conduct and grow our construction business and other third-party services by pursuing new clients and expanding our relationships with existing clients. We also intend to continue to use our mezzanine lending program to leverage our development and construction expertise in serving clients.


•	Engage in Disciplined Capital Recycling. We intend to opportunistically divest properties when we believe returns have been maximized and to redeploy the capital into new development, acquisition, repositioning, or redevelopment projects that are expected to generate higher potential risk-adjusted returns.

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Our Properties

The table below sets forth certain information regarding our stabilized portfolio as of December 31, 2019. We generally consider a property to be stabilized upon the earlier of: (i) the quarter after the property reaches 80% occupancy or (ii) the thirteenth quarter after the property receives its certificate of occupancy. Additionally, any property that is fully or partially taken out of service for the purpose of redevelopment is no longer considered stabilized until the redevelopment activities are complete, the asset is placed back into service, and the stabilization criteria above are again met.



Property	Location	Year Built	Ownership Interest		Net Rentable Square Feet ⁽¹⁾	Occupancy ⁽²⁾		ABR ⁽³⁾		ABR per Leased SF⁽³⁾
Retail Properties
249 Central Park Retail	Virginia Beach, VA	2004	100	%	92,400	97.9	%	$	2,559,701	$	28.30
Alexander Pointe ⁽⁴⁾	Salisbury, NC	1997	100	%	64,724	95.7	%	649,308		10.49
Apex Entertainment ⁽⁵⁾	Virginia Beach, VA	2002	100	%	103,335	100.0	%	1,471,503		14.24
Bermuda Crossroads ⁽⁴⁾	Chester, VA	2001	100	%	122,566	98.4	%	1,755,052		14.56
Broad Creek Shopping Center⁽⁴⁾⁽⁶⁾	Norfolk, VA	1997/2001	100	%	121,504	95.5	%	2,071,357		17.85
Broadmoor Plaza	South Bend, IN	1980	100	%	115,059	97.5	%	1,382,468		12.32
Brooks Crossing Retail ⁽⁷⁾	Newport News, VA	2016	65	%	18,349	66.3	%	169,740		13.95
Columbus Village⁽⁴⁾	Virginia Beach, VA	1980/2013	100	%	62,362	84.3	%	1,556,163		29.59
Columbus Village II	Virginia Beach, VA	1995/1996	100	%	92,061	96.7	%	1,595,334		17.92
Commerce Street Retail ⁽⁸⁾	Virginia Beach, VA	2008	100	%	19,173	100.0	%	881,292		45.97
Courthouse 7-Eleven	Virginia Beach, VA	2011	100	%	3,177	100.0	%	139,311		43.85
Dimmock Square	Colonial Heights, VA	1998	100	%	106,166	97.2	%	1,779,915		17.25
Fountain Plaza Retail	Virginia Beach, VA	2004	100	%	35,961	100.0	%	1,028,958		28.61
Gainsborough Square	Chesapeake, VA	1999	100	%	88,862	95.6	%	1,324,529		15.59
Greentree Shopping Center	Chesapeake, VA	2014	100	%	15,719	92.6	%	293,359		20.15
Hanbury Village ⁽⁴⁾	Chesapeake, VA	2006/2009	100	%	116,635	100.0	%	2,538,926		21.77
Harper Hill Commons ⁽⁴⁾	Winston-Salem, NC	2004	100	%	96,914	85.0	%	928,028		11.26
Harrisonburg Regal	Harrisonburg, VA	1999	100	%	49,000	100.0	%	717,850		14.65
Indian Lakes Crossing ⁽⁴⁾	Virginia Beach, VA	2008	100	%	64,973	95.0	%	845,097		13.70
Lexington Square	Lexington, SC	2017	100	%	85,540	98.2	%	1,829,558		21.78
Market at Mill Creek ⁽⁴⁾⁽⁷⁾	Mount Pleasant, SC	2018	70	%	80,405	93.8	%	1,700,522		22.55
Marketplace at Hilltop ⁽⁴⁾⁽⁶⁾	Virginia Beach, VA	2000/2001	100	%	116,953	100.0	%	2,654,816		22.70
North Hampton Market	Taylors, SC	2004	100	%	114,935	100.0	%	1,479,285		12.87
North Point Center ⁽⁴⁾	Durham, NC	1998/2009	100	%	494,746	100.0	%	3,842,617		7.77
Oakland Marketplace ⁽⁴⁾	Oakland, TN	2004	100	%	64,538	100.0	%	478,857		7.42
Parkway Centre	Moultrie, GA	2017	100	%	61,200	98.0	%	812,760		13.55
Parkway Marketplace	Virginia Beach, VA	1998	100	%	37,804	94.4	%	726,757		20.36
Patterson Place	Durham, NC	2004	100	%	160,942	94.3	%	2,397,055		15.79
Perry Hall Marketplace	Perry Hall, MD	2001	100	%	74,256	100.0	%	1,270,853		17.11
Providence Plaza	Charlotte, NC	2007/2008	100	%	103,118	98.8	%	2,803,576		27.53
Red Mill Commons ⁽⁴⁾	Virginia Beach, VA	2000-2005	100	%	373,808	96.5	%	6,427,485		17.81
Renaissance Square	Davidson, NC	2008	100	%	80,467	90.4	%	1,267,552		17.43
Sandbridge Commons ⁽⁴⁾	Virginia Beach, VA	2015	100	%	76,650	98.5	%	1,056,840		14.00
Socastee Commons	Myrtle Beach, SC	2000/2014	100	%	57,273	96.7	%	632,797		11.43
South Retail	Virginia Beach, VA	2002	100	%	38,515	100.0	%	992,999		25.78
South Square ⁽⁴⁾	Durham, NC	1977/2005	100	%	109,590	98.1	%	1,873,007		17.42
Southgate Square	Colonial Heights, VA	1991/2016	100	%	260,131	94.4	%	3,365,533		13.70
Southshore Shops	Chesterfield, VA	2006	100	%	40,307	85.3	%	720,087		20.94
Stone House Square ⁽⁴⁾	Hagerstown, MD	2008	100	%	112,274	93.1	%	1,784,568		17.07
Studio 56 Retail	Virginia Beach, VA	2007	100	%	11,594	100.0	%	473,695		40.86
Tyre Neck Harris Teeter ⁽⁴⁾⁽⁶⁾	Portsmouth, VA	2011	100	%	48,859	100.0	%	533,285		10.91
Wendover Village	Greensboro, NC	2004	100	%	176,939	99.3	%	3,510,597		19.98
Total / Weighted Average					4,169,784	99.2	%	$	66,322,992	$	16.44

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	Location	Year Built	Ownership Interest		Net Rentable Square Feet ⁽¹⁾	Occupancy ⁽²⁾		ABR ⁽³⁾		ABR per Leased SF⁽³⁾
Office Properties
4525 Main Street	Virginia Beach, VA	2014	100	%	234,938	98.1	%	$	6,718,239	$	29.14
Armada Hoffler Tower ⁽⁸⁾⁽⁹⁾	Virginia Beach, VA	2002	100	%	320,680	95.8	%	8,889,551		28.94
Brooks Crossing Office ⁽⁷⁾	Newport News, VA	2019	100	%	98,061	100.0	%	1,814,129		18.50
One City Center	Durham, NC	2019	100	%	152,815	84.0	%	4,145,189		32.28
One Columbus ⁽⁸⁾	Virginia Beach, VA	1984	100	%	128,876	98.5	%	3,184,938		25.10
Thames Street Wharf ⁽⁹⁾	Baltimore, Maryland	2010	100	%	263,426	100.0	%	7,141,829		27.11
Two Columbus	Virginia Beach, VA	2009	100	%	108,459	100.0	%	2,907,497		26.81
Total / Weighted Average					1,307,255	96.6	%	$	34,801,372	$	27.56

	Location	Year Built	Ownership Interest		Units/Beds	Occupancy ⁽²⁾		ABR ⁽¹⁰⁾		Monthly Rent per Occupied Unit/Bed ⁽¹¹⁾
Multifamily Properties
1405 Point ^(6)(12)	Baltimore, MD	2018	79	%	289	92.0	%	$	6,933,252	$	2,172
Encore Apartments	Virginia Beach, VA	2014	100	%	286	95.8	%	4,318,296		1,313
Greenside Apartments	Charlotte, NC	2018	100	%	225	93.8	%	4,010,676		1,584
Hoffler Place ⁽¹²⁾	Charleston, SC	2019	93	%	258	89.1	%	3,553,932		1,244
Johns Hopkins Village ^(6)(12)	Baltimore, MD	2016	100	%	568	98.8	%	7,692,984		1,143
Liberty Apartments ⁽¹²⁾	Newport News, VA	2013	100	%	197	93.9	%	2,439,588		1,099
Premier Apartments	Virginia Beach, VA	2018	100	%	131	97.7	%	2,212,920		1,441
Smith’s Landing ⁽⁶⁾	Blacksburg, VA	2009	100	%	284	100.0	%	4,250,868		1,247
Total / Weighted Average					2,238	95.6	%	$	35,412,516	$	1,379

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(1)

The net rentable square footage for each of our office and retail properties is the sum of (a) the square footage of existing leases, plus (b) for available space, management’s estimate of net rentable square footage based, in part, on past leases. The net rentable square footage included in office leases is generally consistent with the Building Owners and Managers Association 1996 measurement guidelines.


(2)	Occupancy for each of our office and retail properties is calculated as (a) square footage under executed leases as of December 31, 2019 divided by (b) net rentable square feet, expressed as a percentage. Occupancy for our multifamily properties is calculated as (a) total units occupied as of December 31, 2019 divided by (b) total units available, expressed as a percentage.

(3)

For the properties in our office and retail portfolios, annualized base rent ("ABR") is calculated by multiplying (a) monthly base rent (defined as cash base rent, before contractual tenant concessions and abatements, and excluding tenant reimbursements for expenses paid by us) as of December 31, 2019 for in-place leases as of such date by (b) 12, and does not give effect to periodic contractual rent increases or contingent rental revenue (e.g., percentage rent based on tenant sales thresholds). ABR per leased square foot is calculated by dividing (a) ABR by (b) square footage under in-place leases as of December 31, 2019. In the case of triple net or modified gross leases, our calculation of ABR does not include tenant reimbursements for real estate taxes, insurance, common area or other operating expenses.

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(4)	Net rentable square feet at certain of our retail properties includes pad sites leased pursuant to the ground leases in the table below:



Properties Subject to Ground Lease	Number of Ground Leases	Square Footage Leased Pursuant to Ground Leases	ABR
Alexander Pointe	1	7,014	$	10,000
Bermuda Crossroads	2	11,000	179,685
Broad Creek Shopping Center	6	23,825	649,818
Columbus Village	1	3,403	200,000
Hanbury Village	2	55,586	1,082,118
Harper Hill Commons	1	41,520	373,680
Indian Lakes Crossing	1	50,311	592,385
Market at Mill Creek	1	7,014	63,000
Marketplace at Hilltop	1	4,211	150,000
North Point Center	4	280,556	1,146,700
Oakland Marketplace	1	45,000	186,347
Red Mill Commons	8	33,961	773,609
Sandbridge Commons