UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

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

For the fiscal year ended December 31, 2014

or

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

For the transition period from              to             

Commission File No. 001-34698 (Excel Trust, Inc.)

Commission File No. 000-54962 (Excel Trust, L.P.)

EXCEL TRUST, INC.

EXCEL TRUST, L.P.

(Exact name of registrant as specified in its charter)

Excel Trust, Inc.	Maryland	27-1493212
	(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification Number)

Excel Trust, L.P.	Delaware	27-1495445
	(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification Number)

17140 Bernardo Center Drive, Suite 300

San Diego, California 92128

(Address of principal executive office, including zip code)

(858) 613-1800

(Registrant’s telephone number, including area code)

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

	Title of each class	Name of each exchange of which registered
Excel Trust, Inc.	Common Stock, $0.01 Par Value	New York Stock Exchange
Excel Trust, Inc.	8.125% Series B Cumulative Redeemable Preferred Stock, $0.01 Par Value	New York Stock Exchange
Excel Trust, L.P.	None	None

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

Excel Trust, Inc.: None

Excel Trust, L.P.: None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

Excel Trust, Inc.	YES  x    NO   ¨
Excel Trust, L.P.	YES  ¨    NO   x

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.

Excel Trust, Inc.	YES  ¨    NO   x
Excel Trust, L.P.	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.

Excel Trust, Inc.	YES  x    NO   ¨
Excel Trust, L.P.	YES  x    NO   ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

Excel Trust, Inc.	YES  x    NO   ¨
Excel Trust, L.P.	YES  x    NO   ¨

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.

Excel Trust, Inc.	¨
Excel Trust, L.P.	¨

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

Excel Trust, Inc.
Large accelerated filer	x	Accelerated filer	¨
Non-accelerated filer	¨  (Do not check if a smaller reporting company)	Smaller reporting company	¨

Excel Trust, L.P.
Large accelerated filer	¨	Accelerated filer	¨
Non-accelerated filer	x  (Do not check if a smaller reporting company)	Smaller reporting company	¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Excel Trust, Inc.	YES  ¨    NO   x
Excel Trust, L.P.	YES  ¨    NO   x

The aggregate market value of the common stock of Excel Trust, Inc. held by non-affiliates was approximately $819.1 million based upon the closing price on the New York Stock Exchange on June 30, 2014, the last business day of the registrant’s most recently completed second quarter.

Number of shares of Excel Trust, Inc.’s common stock, par value $0.01 per share, outstanding as of February 26, 2015: 63,444,781 shares.

DOCUMENTS INCORPORATED BY REFERENCE

Portions of Excel Trust, Inc.’s Proxy Statement with respect to its 2015 Annual Meeting of Stockholders to be filed not later than 120 days after the end of the registrant’s fiscal year are incorporated by reference into Part III hereof.

EXPLANATORY NOTE

This report combines the annual reports on Form 10-K for the year ended December 31, 2014 of Excel Trust, Inc., a Maryland corporation, and Excel Trust, L.P., a Delaware limited partnership of which Excel Trust, Inc. is the parent company and general partner. Unless stated otherwise or the context otherwise requires, all references in this report to “we,” “our,” “us” or “the Company” refer to Excel Trust, Inc., together with its controlled and consolidated subsidiaries, including Excel Trust, L.P. Unless otherwise indicated or unless the context requires otherwise, all references to the “Operating Partnership” or “our operating partnership” refer to Excel Trust, L.P. and its controlled and consolidated subsidiaries.

Excel Trust, Inc. is a real estate investment trust, or REIT, and the general partner of the Operating Partnership. As of December 31, 2014, Excel Trust, Inc. owned an approximate 98.3% partnership interest in the Operating Partnership. The remaining 1.7% partnership interests are owned by non-affiliated investors and certain of our directors and executive officers. As the sole general partner of the Operating Partnership, Excel Trust, Inc. exercises exclusive and complete discretion over the Operating Partnership’s day-to-day management and control, can cause it to enter into certain major transactions, including acquisitions, dispositions and refinancings, and can cause changes in its line of business, capital structure and distribution policies.

There are a few differences between Excel Trust, Inc. and the Operating Partnership, which are reflected in the disclosures in this report. We believe it is important to understand the differences between Excel Trust, Inc. and the Operating Partnership in the context of how Excel Trust, Inc. and the Operating Partnership operate as an interrelated, consolidated company. Excel Trust, Inc. is a REIT, whose only material asset is the partnership interests it holds in the Operating Partnership. As a result, Excel Trust, Inc. does not conduct business itself, other than acting as the sole general partner of the Operating Partnership, issuing equity from time to time and guaranteeing certain debt of the Operating Partnership. The Operating Partnership owns substantially all of the assets of the Company either directly or through its subsidiaries, conducts the operations of the business and is structured as a limited partnership with no publicly traded equity. Except for net proceeds from equity issuances by Excel Trust, Inc., which it is required to contribute to the Operating Partnership in exchange for operating partnership units, the Operating Partnership generates the capital required by the Company’s business through the Operating Partnership’s operations, by the Operating Partnership’s incurrence of indebtedness or through the issuance of operating partnership units.

Non-controlling interests and stockholders’ equity and partners’ capital are the main areas of difference between the consolidated financial statements of Excel Trust, Inc. and those of Excel Trust, L.P. The partnership interests in the Operating Partnership that are not owned by Excel Trust, Inc. are accounted for as limited partners’ capital in the Operating Partnership’s financial statements and as non-controlling interests in Excel Trust, Inc.’s financial statements. The non-controlling interests in Excel Trust, L.P.’s financial statements include the interests of its joint venture partner AB Dothan, LLC. The non-controlling interests in Excel Trust, Inc.’s financial statements include the same non-controlling interests as Excel Trust, L.P., as well as the owners of limited partnership interests in the Operating Partnership, not including Excel Trust, Inc. The differences between stockholders’ equity and partners’ capital result from the differences in the equity issued at the Excel Trust, Inc. and Operating Partnership levels.

We believe combining the annual reports on Form 10-K of Excel Trust, Inc. and the Operating Partnership into this single report results in the following benefits:

• Combined reports better reflect how management and the analyst community view the business as a single operating unit;

• Combined reports enhance investors’ understanding of Excel Trust, Inc. and the Operating Partnership by enabling them to view the business as a whole and in the same manner as management;

• Combined reports are more efficient for Excel Trust, Inc. and the Operating Partnership and result in savings in time, effort and expense; and

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• Combined reports are more efficient for investors by reducing duplicative disclosure and providing a single document for their review.

To help investors understand the significant differences between Excel Trust, Inc. and the Operating Partnership, this report presents the following separate sections for each of Excel Trust, Inc. and the Operating Partnership:

• consolidated financial statements;

• the following notes to the consolidated financial statements:

• Equity/Partners’ Capital;

• Debt;

• Earnings per Share/Unit; and

• Income Taxes;

• Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities;

• Selected Financial Data; and

• Liquidity and Capital Resources in Management’s Discussion and Analysis of Financial Condition and Results of Operations.

This report also includes separate Item 9A. Controls and Procedures sections and separate Exhibit 31 and 32 certifications for each of Excel Trust, Inc. and the Operating Partnership in order to establish that the Chief Executive Officer and the Chief Financial Officer of Excel Trust, Inc. have made the requisite certifications and Excel Trust, Inc. and the Operating Partnership are compliant with Rule 13a-15 or Rule 15d-15 under the Securities Exchange Act of 1934 and 18 U.S.C. §1350.

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EXCEL TRUST, INC. AND EXCEL TRUST, L.P.

ANNUAL REPORT ON FORM 10-K

FOR THE YEAR ENDED DECEMBER 31, 2014

INDEX

		Page
Part I
Item 1.	Business		5
Item 1A.	Risk Factors		12
Item 1B.	Unresolved Staff Comments		31
Item 2.	Properties		32
Item 3.	Legal Proceedings		37
Item 4.	Mine Safety Disclosures		37
Part II
Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities		38
Item 6.	Selected Financial Data		40
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations		45
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk		68
Item 8.	Financial Statements and Supplementary Data		70
Item 9.	Changes in and Disagreements With Accountants on Accounting and Financial Disclosure		127
Item 9A.	Controls and Procedures		127
Item 9B.	Other Information		129
Part III
Item 10.	Directors, Executive Officers and Corporate Governance		130
Item 11.	Executive Compensation		130
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters		130
Item 13.	Certain Relationships and Related Transactions, and Director Independence		130
Item 14.	Principal Accounting Fees and Services		130
Part IV
Item 15.	Exhibits and Financial Statement Schedules		130

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PART I

ITEM 1. BUSINESS

Forward-Looking Statements

We make statements in this report that are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 (set forth in Section 27A of the Securities Act of 1933, as amended, or the Securities Act, and Section 21E of the Securities Exchange Act of 1934, as amended, or the Exchange Act). In particular, statements pertaining to our capital resources, portfolio performance and results of operations contain forward-looking statements. Likewise, our statements regarding anticipated growth in our funds from operations, or FFO, and anticipated market conditions, demographics and results of operations are forward-looking statements. 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). You can identify forward-looking statements by the use of forward-looking terminology such as “believes,” “expects,” “may,” “will,” “should,” “seeks,” “approximately,” “intends,” “plans,” “estimates” or “anticipates” or the negative of these words and phrases or similar words or phrases. You can also identify forward-looking statements by discussions of strategy, plans or intentions. 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 in the retail industry or the markets in which we operate,

• changes in local, regional and national economic conditions,

• our inability to compete effectively,

• our inability to collect rent from tenants,

• defaults on or non-renewal of leases by tenants,

• increased interest rates and operating costs,

• decreased rental rates or increased vacancy rates,

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

• changes in the availability of additional acquisition opportunities,

• our inability to successfully complete real estate acquisitions,

• our failure to successfully operate acquired properties and operations,

• our failure to qualify or maintain our status as a real estate investment trust, or REIT,

• our inability to attract and retain key personnel,

• government approvals, actions and initiatives, including the need for compliance with environmental requirements,

• financial market fluctuations,

• changes in real estate and zoning laws and increases in real property tax rates,

• risks associated with security breaches and other disruptions to our information technology networks and related systems,

• the effects of earthquakes and other natural disasters, and

• lack of or insufficient amounts of insurance.

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While forward-looking statements reflect our good faith beliefs, they are not guarantees of future performance. We disclaim any obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. For a further discussion of these and other factors that could impact our future results, performance or transactions, see the section below entitled “Item 1A. Risk Factors.”

General

We are a vertically integrated, self-administered, self-managed real estate firm with the principal objective of acquiring, financing, developing, leasing, owning and managing community and power centers, grocery anchored neighborhood centers and freestanding retail properties. Our strategy is to acquire high quality, well-located, dominant retail properties that generate attractive risk-adjusted returns. We target competitively protected properties in communities that have stable demographics and have historically exhibited favorable trends, such as strong population and income growth. We consider competitively protected properties to be located in the most prominent shopping districts in their respective markets, ideally situated at major “Main and Main” intersections. We seek investment opportunities throughout the United States, but focus on the West Coast, East Coast and Sunbelt regions. We generally lease our properties to national and regional supermarket chains, big-box retailers and select national retailers that frequently offer necessity and value oriented items and generate regular consumer traffic. Our tenants often carry goods that are less impacted by fluctuations in the broader U.S. economy and consumers’ disposable income, which we believe generates more predictable property-level cash flows.

As of December 31, 2014, we owned an operating portfolio consisting of 38 retail properties totaling approximately 7.2 million square feet of gross leasable area, or GLA (including 50% and 80% interests in two consolidated joint ventures), which were approximately 94.3% leased and had a weighted average remaining lease term of approximately six years, based on GLA (one retail property also contains 339 apartment units on the upper levels of the shopping center). We also owned two commercial office properties, Excel Center, a portion of which is utilized as our corporate headquarters, and the Promenade Corporate Center. These properties total 338,339 square feet of GLA and were approximately 85.0% leased as of December 31, 2014. In addition, we held an ownership interest in one unconsolidated retail property totaling 103,767 square feet of GLA, which was approximately 92.4% leased as of December 31, 2014. Our non-operating properties consisted of Phase II of our Chimney Rock property and Phase III of our Plaza at Rockwall property and two land parcels, Southlake Park Village and West Broad Marketplace, which are currently under development and are expected to contain approximately 707,000 square feet of GLA upon completion. Phase I of our Chimney Rock property is classified as an operating property.

We have entered into equity distribution agreements, or the Equity Distribution Agreements, with four sales agents, under which Excel Trust, Inc. can issue and sell shares of its common stock from time to time through, at its discretion, any of the sales agents. The Equity Distribution Agreements were initially entered into in March 2012 and were subsequently amended and restated in May 2013, permitting additional sales with an aggregate offering price of up to $100.0 million. The sales of common stock made under the Equity Distribution Agreements are made in “at the market” offerings as defined in Rule 415 under the Securities Act. During the year ended December 31, 2014, Excel Trust, Inc. did not issue any shares of its common stock pursuant to the Equity Distribution Agreements. Subsequent to December 31, 2014, Excel Trust, Inc. issued 2,227,456 shares of our common stock pursuant to the Equity Distribution Agreements, resulting in net proceeds of approximately $30.2 million at an average stock issuance price of $13.75 per share. Approximately $64.4 million remains available under the amended Equity Distribution Agreements to issue and sell shares of Excel Trust, Inc.’s common stock (including the effect of the subsequent issuances).

On May 12, 2014, the Operating Partnership completed the issuance of $250.0 million aggregate principal amount of 4.625% senior unsecured notes due 2024. The unsecured notes bear interest at 4.625% per annum and were issued at 99.477% of the principal amount to yield 4.691% to maturity. Interest is payable on May 15 and November 15 of each year beginning November 15, 2014 until the maturity date of May 15, 2024. The Operating

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Partnership’s obligations under the unsecured notes are fully and unconditionally guaranteed by the Parent Company. On or before February 15, 2024, the Operating Partnership may redeem all or a portion of the unsecured notes. Proceeds from the issuance of the unsecured notes were used to repay a portion of the outstanding indebtedness under the Company’s unsecured revolving credit facility and for other general corporate and working capital purposes.

The Notes due 2024 are senior unsecured obligations of the Operating Partnership and rank equally in right of payment with all other senior unsecured indebtedness of the Operating Partnership. However, the Notes due 2024 are effectively subordinated to the Operating Partnership’s existing and future mortgages and other secured indebtedness (to the extent of the value of the collateral securing such indebtedness) and to all existing and future preferred equity and liabilities, whether secured or unsecured, of the Operating Partnership’s subsidiaries, including guarantees provided by the Operating Partnership’s subsidiaries under the Company’s unsecured line of credit.

On December 18, 2014, the Operating Partnership entered into a term loan agreement with a borrowing capacity of up to $50.0 million. The term loan bears interest at the rate of LIBOR plus a margin of 115 basis points and has an initial maturity date of June 30, 2015, which may be extended for an additional five months at the Operating Partnership’s option and upon the payment of an extension fee. Outstanding borrowings may be prepaid by the Operating Partnership in whole or in part at any time prior to the maturity date with three days prior notice.

Excel Trust, Inc.’s board of directors has authorized a stock repurchase program under which we may acquire up to $50.0 million of our common stock and preferred stock in open market and negotiated purchases with no expiration date (the repurchase program was increased from $30.0 million to $50.0 million on February 11, 2014). During the year ended December 31, 2014, we repurchased 105,775 shares of our common stock for an aggregate cost of approximately $1.4 million (including transaction costs) at a weighted-average purchase price of $12.52 per share, and 819,025 shares of our Series A preferred stock for an aggregate cost of approximately $21.2 million (including transaction costs) at a weighted-average purchase price of $25.68 per share. The repurchased shares of common stock and preferred stock were subsequently retired by our Parent Company. As of December 31, 2014, approximately $20.9 million remained available under the stock repurchase program to acquire outstanding shares of the Parent Company’s common stock and preferred stock.

Excel Trust, Inc. was organized as a Maryland corporation on December 15, 2009 and elected to be taxed as a REIT beginning with its taxable year ended December 31, 2010. Excel Trust, Inc. conducts substantially all of its business through Excel Trust, L.P.. Excel Trust, L.P. was formed as a Delaware limited partnership on December 16, 2009. Excel Trust, Inc. is the sole general partner of Excel Trust, L.P. As of February 27, 2014, we had 81 employees. Our primary offices are located in San Diego, California and Salt Lake City, Utah. Our headquarters is located at 17140 Bernardo Center Drive, Suite 300, San Diego, California 92128. Our telephone number at that location is (858) 613-1800. Our internet address is www.ExcelTrust.com. On our internet website, you can obtain, free of charge, our annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Exchange Act, as soon as reasonably practicable after we file such material electronically with, or furnish it to, the Securities and Exchange Commission, or SEC. You can also access on our website our Code of Business Conduct and Ethics, Corporate Governance Guidelines, Audit Committee Charter, Compensation Committee Charter, and Nominating and Corporate Governance Committee Charter.

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Business Objective and Growth Strategies

Our objective is to maximize total returns to our stockholders through the pursuit of the following business and growth strategies:

Pursue investment strategy targeting core retail properties. Our strategy is to acquire high quality, well-located, dominant retail properties that generate attractive risk-adjusted returns. We acquire retail properties based on identified market and property characteristics, including:

• Property type. We focus our investment strategy on community and power centers, grocery anchored neighborhood centers and freestanding retail properties. We target a leasing mix where anchor tenants consist of 50 to 70% of our portfolio’s GLA.

• Neighborhood centers. A neighborhood center is designed to provide convenience shopping for the day-to-day needs of consumers in the immediate neighborhood. Neighborhood centers are often anchored by a supermarket or drugstore.

• Community centers. A community center typically offers a wider range of apparel and other soft goods relative to a neighborhood center and in addition to supermarkets and drugstores, can include discount department stores as anchor tenants.

• Power centers. A power center is dominated by several large anchors, including discount department stores, warehouse clubs or other large box retailers that offer tremendous selection in a particular merchandise category at low prices.

• Freestanding retail properties. A freestanding retail property constitutes any retail building that is typically occupied by a single tenant.

• Anchor tenant type. We target properties with anchor tenants that offer necessity and value oriented items that are less impacted by fluctuations in consumers’ disposable income. We believe nationally and regionally recognized anchor tenants that offer necessity and value oriented items provide more predictable property-level cash flows as they are typically higher credit quality tenants that generate stable revenues.

• Lease terms. In the near term, we intend to acquire properties that feature one or more of the following characteristics in their tenants’ lease structure: properties with long-term leases for anchor tenants; properties under triple-net leases, which are leases where the tenant agrees to pay rent as well as all taxes, insurance and maintenance expenses that arise from the use of the property thereby minimizing our expenses; and properties with leases that incorporate percentage rent and/or rental escalations that act as an inflation hedge while maximizing operating cash flows. As a longer-term strategy, we will look to acquire properties with shorter-term lease structures for in-line tenants, which are tenants that rent smaller spaces around the anchor tenants within a property, that have below-market rents that can be renewed at higher market rates.

• Geographic markets and demographics. We seek investment opportunities throughout the United States but we focus on the West Coast, East Coast and Sunbelt regions, which are characterized by attractive demographic and property fundamental trends. We target competitively protected properties in communities that have stable demographics and have historically exhibited favorable trends, such as strong population and income growth.

Capitalize on network of relationships to pursue off-market transactions. We have pursued and will continue to pursue off-market transactions in our target markets through the long-term relationships we have developed over the past three decades. We believe these relationships will provide us the opportunity to obtain high quality, well-located, dominant retail properties at attractive valuations.

Maximize value through proactive asset management. We believe our market expertise, targeted leasing strategies and proactive approach to asset management enable us to maximize the operating performance of our portfolio. We will continue to implement an active asset management program to increase the long-term value of

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each of our properties. This may include expanding existing tenants, re-entitling site plans to allow for additional outparcels, which are small tracts of land used for freestanding development not attached to the main buildings, and repositioning tenant mixes to maximize traffic, tenant sales and percentage rents. As we grow our portfolio, we will seek to maintain a diverse pool of assets with respect to both geographic distribution and tenant mix, helping to minimize our portfolio risk. We continually monitor our markets for opportunities to selectively dispose of properties where returns appear to have been maximized and redeploy proceeds into new acquisitions that have greater return prospects.

Leverage our experienced property management platform. Our management team has an extensive track record of managing, operating and leasing retail properties. We believe tenants value our commitment to maintaining the high standards of our properties through our handling of many property management functions in-house. Furthermore, we consider ourselves to be in the best position to oversee the day-to-day operations of our properties, which in turn helps us service our tenants. We feel this generates higher renewal and occupancy rates, minimizes rent interruptions, reduces renewal costs and helps us achieve stronger operating results. Along with this, a major component of our leasing strategy is to cultivate long-term relationships through consistent tenant dialogue in conjunction with a proactive approach to meeting the space requirements of our tenants.

Grow our platform through a comprehensive financing strategy. Our capital structure provides us with significant financial capacity and flexibility to fund future growth. As a well-capitalized public company, we believe we will have access to multiple sources of financing that are currently unavailable to many of our private market peers or overleveraged public competitors, which provides us with a competitive advantage. Over time, these financing alternatives may include follow-on offerings of our common stock, preferred stock, unsecured debt and credit facilities.

Regulation

General

Our properties are subject to various laws, ordinances and regulations, including regulations relating to common areas. We believe that we have the necessary permits and approvals to operate each of our properties.

Americans with Disabilities Act

Our properties must comply with Title III of the Americans with Disabilities Act, or ADA, to the extent that such properties are “public accommodations” as defined by the ADA. The ADA may require removal of structural barriers to access by persons with disabilities in certain public areas of our properties where such removal is readily achievable. We believe that our properties were built in substantial conformance with the building codes of their respective cities, including in substantial compliance with the applicable ADA requirements at the time of construction. Although we believe that our properties substantially comply with present requirements of the ADA, we have not conducted an audit of all such properties to determine compliance. The tenants are generally responsible for any additional amounts required to conform their construction projects to the ADA. Non-compliance could result in imposition of fines by the U.S. government or an award of damages and/or attorneys’ fees to private litigants, or both. The obligation to make readily achievable accommodations is an ongoing one, and we will continue to assess our properties and to make alterations as appropriate in this respect.

Environmental Matters

Under various federal, state and local environmental laws and regulations, a current or previous owner, operator or tenant of real estate may be required to investigate and remove hazardous or toxic substances or petroleum product releases or threats of releases at such property, and may be held liable for property damage and for investigation, clean-up and monitoring costs incurred in connection with the actual or threatened contamination. Such laws typically impose clean-up responsibility and liability without regard to fault, or

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whether the owner, or tenant knew of or caused the presence of the contamination. The liability under such laws may be joint and several for the full amount of the investigation, clean-up and monitoring costs incurred or to be incurred or actions to be undertaken, although a party held jointly and severally liable may obtain contributions from the other identified, solvent, responsible parties of their fair share toward these costs. These costs may be substantial, and can exceed the value of the property. Some of the properties in our portfolio contain, may have contained or are adjacent to or near other properties that have contained or currently contain underground storage tanks for the storage of petroleum products or other hazardous or toxic substances. These operations may have released, or have the potential to release, such substances into the environment. The presence of contamination or the failure to properly remediate contamination on a property may adversely affect the ability of the owner, operator or tenant to sell or rent that property or to borrow using such property as collateral, and may adversely impact our investment on that property.

Federal regulations require building owners and those exercising control over a building’s management to identify and warn, via signs and labels, of potential hazards posed by workplace exposure to installed asbestos-containing materials, or ACMs, and potential ACMs in their building. The regulations also set forth employee training, record-keeping and due diligence requirements pertaining to ACMs and potential ACMs. Significant fines can be assessed for violating these regulations. Building owners and those exercising control over a building’s management may be subject to an increased risk of personal injury lawsuits by workers and others exposed to ACMs and potential ACMs as a result of these regulations. The regulations may affect the value of a building containing ACMs and potential ACMs in which we have invested. Federal, state and local laws and regulations also govern the removal, encapsulation, disturbance, handling and/or disposal of ACMs and potential ACMs when such materials are in poor condition or in the event of construction, remodeling, renovation or demolition of a building. Such laws may impose liability for improper handling or a release to the environment of ACMs and potential ACMs and may provide for fines to, and for third parties to seek recovery from, owners or operators of real properties for personal injury or improper work exposure associated with ACMs and potential ACMs.

When excessive moisture accumulates in buildings or on building materials, mold growth may occur, particularly if the moisture problem remains undiscovered or is not addressed over a period of time. Some molds may produce airborne toxins or irritants. Concern about indoor exposure to mold has been increasing because exposure to mold may cause a variety of adverse health effects and symptoms, including allergic or other reactions. The presence of significant mold at any of our properties could require us to undertake a costly remediation program to contain or remove the mold from the affected property. In addition, the presence of significant mold could expose us to liability to our tenants, their or our employees, and others if property damage or health concerns arise.

Federal, state and local laws and regulations also require removing or upgrading certain underground storage tanks and regulate the discharge of storm water, wastewater and any water pollutants; the emission of air pollutants; the generation, management and disposal of hazardous or toxic chemicals, substances or wastes; and workplace health and safety. Some of our properties have tenants which may use hazardous or toxic substances in the routine course of their businesses. Although we believe that the tenants’ activities involving such materials comply in all material respects with applicable laws and regulations, the risk of contamination or injury from these materials cannot be completely eliminated. In the event of such contamination or injury, we could be held liable for any damages that result, and any such liability could exceed our resources and our environmental remediation insurance coverage. See “Risk Factors — Risks Related to the Real Estate Industry — We could incur significant costs related to government regulation and private litigation over environmental matters involving the presence, discharge or threat of discharge of hazardous or toxic substances, which could adversely affect our operations, the value of our properties, and our ability to make distributions to our stockholders” under Item 1A. below.

In addition, our leases generally provide that (1) the tenant is responsible for all environmental liabilities relating to the tenant’s operations, (2) we are indemnified for such liabilities and (3) the tenant must comply with

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all environmental laws and regulations. Such a contractual arrangement, however, does not eliminate our statutory liability or preclude claims against us by governmental authorities or persons who are not parties to such an arrangement. Noncompliance with environmental or health and safety requirements may also result in the need to cease or alter operations at a property, which could affect the financial health of a tenant and its ability to make lease payments. In addition, if there is a violation of such a requirement in connection with a tenant’s operations, it is possible that we, as the owner of the property, could be held accountable by governmental authorities for such violation and could be required to correct the violation and pay related fines.

Prior to closing any property acquisition, we obtain environmental assessments in a manner we believe prudent in order to attempt to identify potential environment concerns at such properties. These assessments are carried out in accordance with an appropriate level of due diligence and generally include a physical site inspection, a review of relevant federal, state and local environmental and health agency database records, one or more interviews with appropriate site-related personnel, review of the property’s chain of title and review of historic aerial photographs and other information on past uses of the property. We may also conduct limited subsurface investigations and test for substances of concern where the results of the first phase of the environmental assessments or other information indicates possible contamination or where our consultants recommend such procedures.

While we may purchase our properties on an “as is” basis, all of our purchase contracts contain an environmental contingency clause, which permits us to reject a property because of any environmental hazard at such property. We receive Phase I environmental reports on all prospective properties.

We believe that our properties comply in all material respects with all federal and state regulations regarding hazardous or toxic substances and other environmental matters. However, there can be no assurance that we will not be subject to any liabilities or costs relating to hazardous or toxic substances or other environmental matters. Any substantial unexpected costs or liabilities that we may incur could significantly harm our financial condition and results of operations.

Insurance

We carry comprehensive general liability, fire and extended coverage and loss of rental insurance covering all of our properties under a blanket portfolio policy. We believe the policy specifications and insured limits are adequate given the relative risk of loss, cost of the coverage and standard industry practice. We intend to carry similar insurance with respect to future acquisitions as appropriate. Our headquarters and some of our other properties are located in California in areas that are more likely to be subject to earthquakes. While we carry earthquake insurance on our properties, this insurance has certain limits. See “Risk Factors — Risks Related to the Real Estate Industry — Uninsured and underinsured losses could adversely affect our operating results and our ability to make distributions to our stockholders” under Item 1A. below.

Competition

We believe that competition for the acquisition, operation and development of retail shopping centers is highly fragmented. We compete with numerous owners, operators and developers for acquisitions and development of retail shopping centers, including institutional investors, other REITs and other owner-operators of community and neighborhood shopping centers, some of which own or may in the future own properties similar to ours in the same markets in which our properties are located. We also face significant competition in leasing available space to prospective tenants at our operating and development properties. Recent economic conditions have caused a greater than normal amount of space to be available for lease generally and in the markets in which our properties are located. The actual competition for tenants varies depending upon the characteristics of each local market (including current economic conditions) in which we own and manage property. We believe that the principal competitive factors in attracting tenants in our market areas are location, demographics, price, the presence of anchor stores and the appearance of properties.

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Our competitors may have substantially greater financial resources than we do and may be able to accept more risk than we can prudently manage. In the future, competition from these entities may reduce the number of suitable investment opportunities offered to us or increase the bargaining power of property owners seeking to sell. Further, as a result of their greater resources, such entities may have more flexibility than we do in their ability to offer rental concessions to attract tenants. If our competitors offer space at rental rates below current market rates, or below the rental rates we currently charge our tenants, we may lose potential tenants and we may be pressured to reduce our rental rates below those we currently charge in order to retain tenants when our tenants’ leases expire.

Foreign Operations

We do not engage in any foreign operations or derive any revenue from foreign sources.

Segment Financial Information

Financial information by segment is presented in Note 20 to the financial statements in Item 8 of this report.

ITEM 1A. RISK FACTORS

Risks Related to Our Properties, Our Business and Our Growth Strategy

Challenging economic conditions facing us and our tenants may have a material adverse effect on our financial condition and results of operations.

We and our tenants are susceptible to adverse economic developments in the United States. The United States has been in a challenging economic environment in recent years that may continue into the future. General economic factors that are beyond our control, including, but not limited to, decreases in consumer confidence, reductions in consumer credit availability, increasing consumer debt levels, rising energy costs, tax rates, increasing business layoffs, downsizing and industry slowdowns, and/or rising inflation, could have a negative impact on the business of our tenants. In turn, this could have a material adverse effect on our business because current or prospective tenants may, among other things (1) have difficulty paying us rent as they struggle to sell goods and services to consumers, (2) be unwilling to enter into or renew leases with us on favorable terms or at all, (3) seek to terminate their existing leases with us or seek downward rental adjustment to such leases or (4) be forced to curtail operations or declare bankruptcy. If the national economy continues to experience uncertainty, or general economic conditions were to worsen, the value of our properties, as well as the income we receive from our properties, could be adversely affected. This may have a material adverse effect on our financial condition and results of operations.

The decrease in demand for retail space may have a material adverse effect on our financial condition and results of operations.

Our portfolio of properties consists primarily of retail properties and because we seek to acquire similar properties, a decrease in the demand for retail space may have a greater adverse effect on our business and financial condition than if we owned a more diversified real estate portfolio. The market for retail space has been, and could continue to be, adversely affected by weakness in the national, regional and local economies, the adverse financial condition of some large retailing companies, the ongoing consolidation in the retail sector, the excess amount of retail space in a number of markets and increasing consumer purchases through catalogues or the Internet. Although we will take current economic conditions into account in acquiring properties in the future, our long-term success depends in part on improving economic conditions and the eventual return of a stable and dependable financing market for retail real estate. To the extent that these conditions continue, they are likely to negatively affect market rents for retail space and could materially and adversely affect our financial condition, results of operations, cash flow, the value of the Company’s securities, our ability to satisfy our debt service obligations and our ability to pay distributions to Excel Trust, L.P.’s unitholders or Excel Trust, Inc.’s stockholders.

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Our expansion strategy may not yield the returns expected, may result in disruptions to our business, may strain our management resources and may adversely affect our operations.

As we continue to acquire properties, such growth may require substantial attention from our existing management team, which may divert management’s attention from our current properties and impair our relationships with our current tenants and employees. Implementing our growth plan also will require that we expand our management and staff with qualified and experienced personnel and that we implement administrative, accounting and operational systems sufficient to integrate new properties into our portfolio. We also must manage future property acquisitions without incurring unanticipated costs or disrupting the operations at our existing properties. Managing new properties requires a focus on leasing and retaining tenants. If we fail to successfully integrate future acquisitions into our portfolio, or if newly acquired properties fail to perform as we expect, our results of operations, financial condition and ability to pay distributions could suffer.

We may be unable to identify, acquire, develop or operate properties successfully, which could harm our financial condition and ability to pay distributions.

We continue to evaluate the market for available properties and may acquire additional properties when attractive opportunities exist. We may also develop or substantially renovate other properties. Acquisition, development and renovation activities are subject to significant risks, including:

• we may be unable to obtain financing on favorable terms, or at all,

• changing market conditions, including competition from others, may diminish our opportunities for acquiring a desired property on favorable terms, or at all. Even if we enter into agreements for the acquisition of properties, these agreements are likely to be subject to customary conditions to closing, including completion of due diligence investigations to our satisfaction,

• we may spend more time or money than we budget to improve or renovate acquired properties or to develop properties,

• we may abandon development activities after expending significant resources,

• we may be unable to quickly and efficiently integrate new properties, particularly if we acquire portfolios of properties, into our existing operations,

• we may fail to obtain the financial results expected from the properties we acquire or develop, making them unprofitable or less profitable than we had expected,

• market and economic conditions may result in higher than expected vacancy rates and lower than expected rental rates,

• when we develop properties, we may encounter delays or refusals in obtaining all necessary zoning, land use, building, occupancy and other required governmental permits and authorizations,

• we may experience difficulty in obtaining any required consents of third parties such as tenants and mortgage lenders,

• acquired and developed properties may have defects we do not discover through our inspection processes, including latent defects that may not reveal themselves until many years after we put a property in service, and

• we may acquire land, properties or entities owning properties which are subject to liabilities and for which, in the case of unknown liabilities, we may have limited or no recourse.

The realization of any of the above risks could significantly and adversely affect our financial condition, results of operations, cash flow, the value of the Company’s securities, ability to satisfy our debt service obligations and ability to pay distributions to Excel Trust, L.P.’s unitholders or Excel Trust, Inc.’s stockholders.

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We may fail to obtain the financial results expected from the properties we acquire or develop, making them unprofitable or less profitable than we had expected.

We expect to acquire and/or develop a number of properties in the near future. In deciding whether to acquire or develop a particular property, we make certain assumptions regarding the expected future performance of that property. If a number of these properties do not perform as expected, such properties may be unprofitable or less profitable than we expected and our financial performance may be adversely affected.

We may not be successful in identifying acquisitions or development projects that meet our investment criteria, which may impede our growth.

Part of our business strategy is expansion through acquisitions and development projects, which requires us to identify acquisition and development candidates that satisfy our investment criteria and are compatible with our growth strategy. We may not be successful in identifying real estate properties or other assets that meet our acquisition or development criteria or in completing acquisitions or developments on satisfactory terms. Failure to identify or complete acquisitions or developments may slow our growth, which may materially adversely affect our operations.

We may suffer economic harm as a result of allocating resources to unprofitable efforts to enter new markets.

Our properties are located in 12 states, and as we grow our business we may expand our operations into markets where we do not currently operate. We may fail to accurately gauge conditions in a new market prior to entering it, and therefore may not achieve our anticipated results in the new market. If this occurs, our cash flow from operations may be adversely affected.

Failure by any major tenant to make rental payments to us, because of a deterioration of its financial condition or otherwise, could seriously harm our performance.

As of December 31, 2014, our three largest retail tenants in terms of annualized base rent were Dick’s Sporting Goods, Ross Dress for Less and Publix Super Markets, Inc., the scheduled annualized base rents for which represented 2.8%, 2.7% and 2.5%, respectively, of our total retail annualized base rent. As of December 31, 2014, our three largest office tenants in terms of annualized base rent were Kaiser Permanente, Healthcare Trust of America and Fitch, Inc., the scheduled annualized base rents for which represented 22.0%, 8.5% and 8.3%, respectively, of our total office annualized base rent. Our performance depends on our ability to collect rent from these and other tenants. At any time, our tenants may experience a downturn in their business that may significantly weaken their financial condition, whether as a result of general economic conditions or otherwise. As a result, our tenants may fail to make rental payments when due under a number of leases, delay a number of lease commencements, decline to extend or renew a number of leases upon expiration, close a number of stores or declare bankruptcy. Any of these actions could result in the termination of the tenant’s leases and the loss of rental income attributable to the terminated leases. In addition, lease terminations by a major tenant or non-owned anchor or a failure by that major tenant or non-owned anchor to occupy the premises could result in lease terminations or reductions in rent by other tenants in the same shopping centers under the terms of some leases. In that event, we may be unable to re-lease the vacated space at attractive rents or at all. Furthermore, because many of our leases are triple-net, the failure of a tenant to make payments could result not only in lost rental income, but also in an increase in our unreimbursed operating expenses. The occurrence of any of the situations described above, particularly if it involves a substantial tenant or non-owned anchor with leases in multiple locations, could seriously harm our performance.

The bankruptcy of a tenant may adversely affect the income produced by and the value of our properties.

The bankruptcy or insolvency of a tenant may adversely affect the income produced by our properties. We cannot assure you that any tenant that files for bankruptcy protection will continue to pay rent. If any tenant becomes a debtor in a case under the Bankruptcy Code, we cannot evict the tenant solely because of the

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bankruptcy. The bankruptcy court also might authorize the tenant to reject and terminate its lease with us, which would generally result in any unpaid, pre-bankruptcy rent being treated as an unsecured claim. An unsecured claim may be paid only to the extent that funds are available and only in the same percentage as is paid to all other holders of unsecured claims. In addition, our claim against the tenant for unpaid, future rent would be subject to a statutory cap equal to the greater of (1) one year of rent or (2) 15% of the remaining rent on the lease (not to exceed three years of rent). This cap might be substantially less than the remaining rent actually owed under the lease. Additionally, a bankruptcy court may require us to turn over to the estate all or a portion of any deposits, amounts in escrow, or prepaid rents. Our claim for unpaid, pre-bankruptcy rent, our lease termination damages and claims relating to damages for which we hold deposits or other amounts that we were forced to repay would likely not be paid in full.

Properties that we acquire may be subject to unknown liabilities that affect the value and profitability of these properties.

We are actively pursuing additional property acquisitions. Any properties that we acquire may be subject to existing liabilities that are unknown at the time we acquire such properties, which could affect such properties’ valuation or revenue potential. Unknown liabilities might include liabilities for cleanup or remediation of undisclosed environmental conditions; claims of tenants, vendors or other persons dealing with the entities prior to our acquisition of such properties (that had not been asserted or threatened prior to our acquisition); tax liabilities and accrued but unpaid liabilities incurred in the ordinary course of business. The existence of such liabilities could significantly adversely affect the value of the property subject to such liability and our ability to pay distributions to Excel Trust, L.P.’s unitholders or Excel Trust, Inc.’s stockholders.

We do not have exclusive control over our joint venture investments, which makes these investments risky.

We have invested in some properties as a joint venture partner, instead of owning the properties directly. In these investments, we do not have exclusive control over the development, financing, leasing, management and other aspects of these investments. As a result, our partners might have interests or goals that are inconsistent with ours, take action contrary to our interests or otherwise impede our objectives. These investments involve risks and uncertainties. Our partners may fail to provide capital or fulfill their obligations, which may result in certain liabilities to us for guarantees and other commitments or conflicts arising between us and our partners. It could be difficult for us to manage or otherwise adequately monitor such joint ventures, including managing and resolving any conflicts with our partners. Our partners also might become insolvent or bankrupt, which may result in significant losses to us.

Although our joint venture arrangements may allow us to share risks with our joint venture partners, these arrangements may also decrease our ability to manage risk. Joint ventures implicate additional risks, such as:

• potentially inferior financial capacity, diverging business goals and strategies and the need for our partners’ continued cooperation,

• our inability to take actions with respect to joint venture activities that we believe are favorable if our joint venture partners do not agree,

• our inability to control the legal entity that has title to the real estate associated with the joint venture,

• our lenders may not be easily able to sell our joint venture assets and investments or may view them less favorably as collateral, which could negatively affect our liquidity and capital resources,

• our joint venture partners can take actions that we may not be able to anticipate or prevent, which could result in negative impacts on our debt and equity, and

• our joint venture partners’ business decisions or other actions or omissions may result in harm to our reputation or adversely affect the value of our investments.

Our joint venture investments generally own real estate properties for which the economic performance and value are subject to all the risks associated with owning and operating real estate described in the risk factors above.

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Inflation may adversely affect our financial condition and results of operations.

Many of our leases require the tenant to pay its share of operating expenses, including common area maintenance, real estate taxes and insurance. However, increased inflation may have a more pronounced negative impact on our mortgage and debt interest and general and administrative expenses because these costs could increase at a rate higher than our rents. Also, inflation may adversely affect tenant leases with stated rent increases or limits on such tenant’s obligation to pay its share of operating expenses, which could be lower than the increase in inflation at any given time. For example, certain of our triple-net and bond leases for freestanding retail properties do not include rent escalation clauses and therefore tenants under such leases pay a flat rental rate throughout the life of their lease. Inflation could also have an adverse effect on consumer spending, which may impact our tenants’ sales and, in turn, our average rents.

Our property taxes could increase due to property tax rate changes or reassessment, which may adversely impact our cash flows.

Even if we continue to qualify as a REIT for United States federal income tax purposes, we will be required to pay certain taxes, including state and local taxes on our properties. The real property taxes on our properties may increase as property tax rates change or as our properties are assessed or reassessed by taxing authorities. Therefore, the amount of property taxes we pay in the future may increase substantially. If the property taxes we pay increase, our cash flow would be impacted, and our ability to pay distributions to Excel Trust, L.P.’s unitholders or Excel Trust, Inc.’s stockholders may be adversely affected.

We rely on information technology in our operations, and any material failure, inadequacy, interruption or security failure of that technology could harm our business.

We rely on information technology networks and systems, including the Internet, to process, transmit and store electronic information, and to manage or support a variety of business processes, including financial transactions and records, personally identifiable information, and tenant and lease data. We purchase some of our information technology from vendors, on whom our systems depend. We rely on commercially available systems, software, tools and monitoring to provide security for processing, transmission and storage of confidential tenant and other sensitive information. Although we have taken steps to protect the security of our information systems and the data maintained in those systems, it is possible that our safety and security measures will not be able to prevent the systems’ improper functioning or damage, or the improper access or disclosure of personally identifiable information such as in the event of cyber-attacks. Security breaches, including physical or electronic break-ins, computer viruses, attacks by hackers and similar breaches, can create system disruptions, shutdowns or unauthorized disclosure of confidential information. While, to date, we have not experienced a security breach, this risk has generally increased as the number, intensity and sophistication of such breaches and attempted breaches from around the world have increased. Any failure to maintain proper function, security and availability of our information systems could interrupt our operations, damage our reputation, divert significant management attention and resources to remedy any damages that result, subject us to liability claims or regulatory penalties and have a material adverse effect on our business, financial condition and results of operations.

Our success depends on key personnel with extensive experience dealing with the commercial real estate industry, and the loss of these key personnel could threaten our ability to operate our business successfully.

Our future success depends, to a significant extent, on the continued services of our management team. In particular, we depend on the efforts of Gary Sabin, our Chairman and Chief Executive Officer, Spencer Plumb, our President and Chief Operating Officer, James Nakagawa, our Chief Financial Officer, Mark Burton, our Chief Investment Officer and Senior Vice President of Acquisitions, and Eric Ottesen, our Senior Vice President and General Counsel. Among the reasons that Messrs. Sabin, Plumb, Nakagawa, Burton and Ottesen are important to our success is that each has a national or regional reputation in the commercial real estate industry based on their extensive experience in running public and private companies, including REITs, devoted to real

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estate investment, management and development. Each member of our management team has developed informal relationships through past business dealings with numerous members of the commercial real estate community, including current and prospective tenants, lenders, real estate brokers, developers and managers. We expect that their reputations will attract business and investment opportunities before the active marketing of properties and will assist us in negotiations with lenders, existing and potential tenants, and industry personnel. If we lost their services, our relationships with such lenders, existing and prospective tenants, and industry personnel could suffer. We have entered into employment agreements with each of our executive officers, but we cannot guarantee that they will not terminate their employment prior to the end of the term.

Risks Related to the Real Estate Industry

Significant competition may decrease or prevent increases in our properties’ occupancy and rental rates and may reduce our investment opportunities.

We compete with numerous owners, operators and developers for acquisitions and development of retail shopping centers, including institutional investors, other REITs and other owner-operators of community and neighborhood shopping centers, some of which own or may in the future own properties similar to ours in the same submarkets in which our properties are located. We also face significant competition in leasing available space to prospective tenants at our operating properties. The actual competition for tenants varies depending upon the characteristics of each local market (including current economic conditions) in which we own and manage property. We believe that the principal competitive factors in attracting tenants in our market areas are location, demographics, price, the presence of anchor stores and appearance of properties. Increased competition for tenants may require us to make unbudgeted capital improvements, while decreased occupancy could lower our revenues and cause us to incur expenses on vacant spaces, both of which may reduce cash available to pay distributions to Excel Trust, L.P.’s unitholders or Excel Trust, Inc.’s stockholders. Our competitors may have substantially greater financial resources than we do and may be able to accept more risk than we can prudently manage. In the future, competition from these entities may reduce the number of suitable investment opportunities offered to us or increase the bargaining power of property owners seeking to sell. Further, as a result of their greater resources, those entities may have more flexibility than we do in their ability to offer rental concessions to attract tenants. If our competitors offer space at rental rates below current market rates, or below the rental rates we currently charge our tenants, we may lose potential tenants and we may be pressured to reduce our rental rates below those we currently charge in order to retain tenants when our tenants’ leases expire. As a result, our financial condition, results of operations, cash flow, the value of the Company’s securities, ability to satisfy our debt service obligations and ability to pay distributions to Excel Trust, L.P.’s unitholders or Excel Trust, Inc.’s stockholders may be adversely affected. As of December 31, 2014, leases were scheduled to expire in 2014, 2015 and 2016 on a total of approximately 5.1%, 10.9% and 7.0%, respectively, of the GLA of our retail operating properties.

Uninsured and underinsured losses could adversely affect our operating results and our ability to pay distributions.

Many of our properties are located in states that are particularly susceptible to natural disasters (such as earthquakes, wildfires, hurricanes and other events), including our properties in California and the southeastern United States. We carry comprehensive general liability, fire and extended coverage and loss of rental insurance covering all of our properties under a blanket portfolio policy. We believe the policy specifications and insured limits are adequate given the relative risk of loss, cost of the coverage and standard industry practice. We intend to carry similar insurance with respect to future acquisitions, as appropriate. Our headquarters is located in San Diego, California, which is an area that is more likely to be subject to earthquakes. We presently carry earthquake insurance on our properties with certain limits, and have limited insurance coverage for other catastrophic events. In the future, we may be unable to renew or duplicate our current insurance coverage in adequate amounts or at reasonable prices. Insurance companies may no longer offer coverage against certain types of losses, such as losses due to terrorist acts, environmental liabilities, or other catastrophic events, or, if offered, the expense of obtaining these types of insurance may not be justified.

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If we experience a loss that is uninsured or that exceeds policy limits, we could lose the capital invested in the damaged properties as well as the anticipated future cash flows from those properties. We may choose not to use insurance proceeds to replace a property after it has been damaged or destroyed, if inflation, changes in building codes and ordinances, environmental considerations and other factors make it impractical or undesirable. In addition, if the damaged properties are subject to recourse indebtedness, we would continue to be liable for the indebtedness, even if these properties were irreparably damaged. If any of our properties were to experience a catastrophic loss, it could seriously disrupt our operations, delay revenue and result in large expenses to repair or rebuild the property. Events such as these could adversely affect our results of operations, our ability to meet our obligations and our ability to pay distributions to Excel Trust, L.P.’s unitholders or Excel Trust, Inc.’s stockholders.

While we evaluate the credit ratings of each of our insurance companies at the time we enter into or renew our policies, the financial condition of one or more of these insurance companies could significantly deteriorate to the point that they may be unable to pay future insurance claims. The inability of any of these insurance companies to pay future claims under our policies may adversely affect our financial condition and results of operations.

Our properties depend on anchor stores or major tenants to attract shoppers and could be adversely affected by the loss of, or a store closure by, one or more of these tenants.

Regional shopping centers are typically anchored by large, nationally recognized tenants. The value of our retail properties with anchor tenants, as well as the value of retail properties we may seek to acquire, could be adversely affected if these tenants fail to comply with their contractual obligations, seek concessions in order to continue operations or cease their operations. Consolidations among large retail establishments typically result in the closure of existing stores or duplicate or geographically overlapping store locations. We will not be able to control the disposition of those large retail establishments following a consolidation, nor will we control the vacant space that is not re-leased to closed stores. Some of our tenants are entitled to modify the terms of their existing leases in the event of such closures. The modification could be unfavorable to us as the lessor and could decrease rents or expense recovery charges. Additionally, major tenant closures may result in decreased customer traffic which could lead to decreased sales at other stores. If the sales of stores operating in our properties were to decline significantly due to closing of anchors, economic conditions or other reasons, tenants may be unable to pay their minimum rents or expense recovery charges. In the event of default by a tenant or anchor store, we may experience delays and costs in enforcing our rights as landlord to recover amounts due to us under the terms of our agreements with those parties.

Illiquidity of real estate investments may make it difficult for us to sell properties in response to market conditions and could harm our financial condition and ability to make distributions.

Equity real estate investments are relatively illiquid and therefore will tend to limit our ability to vary our portfolio promptly in response to changing economic or other conditions. To the extent the properties are not subject to triple-net leases, some significant expenditures such as real estate taxes and maintenance costs are generally not reduced when circumstances cause a reduction in income from the investment. Should these events occur, our income and funds available for distribution could be adversely affected. Properties subject to triple-net leases may, in certain circumstances, be more illiquid than other properties as they may have been developed to suit the needs of a particular tenant. In addition, as a REIT, we may be subject to a 100% tax on net income derived from the sale of property considered to be held primarily for sale to customers in the ordinary course of our business. We may seek to avoid this tax by complying with certain safe harbor rules that generally limit the number of properties we may sell in a given year, the aggregate expenditures made on such properties prior to their disposition, and how long we retain such properties before disposing of them. However, we can provide no assurance that we will always be able to comply with these safe harbors. If compliance is possible, the safe harbor rules may restrict our ability to sell assets in the future and achieve liquidity that may be necessary to fund distributions. In addition, some of our tenants have rights of first refusal or rights of first offer to purchase the

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properties, or portions thereof, in which they lease space in the event that we seek to dispose of such properties, or portions thereof. Other tenants have rights of first offer to lease any space in the property that is contiguous with their currently leased space. The presence of these rights of first refusal and rights of first offer could make it more difficult for us to sell these properties, or portions thereof, in response to market conditions.

We may be unable to renew leases, lease vacant space or re-lease space as leases expire, which could adversely affect our business and our ability to pay distributions.

If we cannot renew leases, we may be unable to re-lease our properties at rates equal to or above the current rate. Even if we can renew leases, tenants may be able to negotiate lower rates as a result of market conditions. Our properties currently are located in 12 states. The economic condition of each of our markets may be dependent on one or more industries. An economic downturn in one of these industry sectors or in the markets in which our properties are located may result in an increase in tenant bankruptcies, which may harm our performance in the affected market. Economic and market conditions also may affect the ability of our tenants to make lease payments. Market conditions may also hinder our ability to lease vacant space in newly developed properties. In addition, we may enter into or acquire leases for properties with spaces that are uniquely suited to the needs of a particular tenant. Such properties may require renovations, tenant improvements or other concessions in order to lease them to other tenants if the initial leases terminate. Any of these factors could adversely impact our financial condition, results of operations, cash flow, the value of the Company’s securities, our ability to satisfy our debt service obligations and our ability to pay distributions to Excel Trust, L.P.’s unitholders or Excel Trust, Inc.’s stockholders.

We may be unable to secure funds for future tenant or other capital improvements, which could limit our ability to attract or replace tenants and adversely impact our ability to make cash distributions.

When tenants do not renew their leases or otherwise vacate their space, it is common that, in order to attract replacement tenants, we will be required to expend funds for tenant improvements and other concessions related to the vacated space. Such tenant improvements may require us to incur substantial capital expenditures. We may not be able to fund capital expenditures solely from cash provided from our operating activities because we must distribute at least 90% of Excel Trust, Inc.’s REIT taxable income excluding net capital gains each year to maintain Excel Trust, Inc.’s status as a REIT for United States federal income tax purposes. As a result, our ability to fund tenant and other capital improvements through retained earnings may be limited. If we have insufficient capital reserves, we will have to obtain financing from other sources. We may also have future financing needs for other capital improvements to refurbish or renovate our properties. If we are unable to secure financing on terms we feel are acceptable or at all, we may be unable to make tenant and other capital improvements or we may be required to defer such improvements. If this happens, it may cause one or more of our properties to suffer from a greater risk of obsolescence or a decline in value, as a result of fewer potential tenants being attracted to the property or existing tenants not renewing their leases. If we do not have access to sufficient funding in the future, we may not be able to make necessary capital improvements to our properties, pay other expenses or pay distributions to Excel Trust, L.P.’s unitholders or Excel Trust, Inc.’s stockholders.

We could incur significant costs related to government regulation and private litigation over environmental matters involving the presence, discharge or threat of discharge of hazardous or toxic substances, which could adversely affect our operations, the value of our properties, and our ability to make distributions.

Our properties may be subject to environmental liabilities. Under various federal, state and local laws, a current or previous owner, operator or tenant of real estate can face liability for environmental contamination created by the presence, discharge or threat of discharge of hazardous or toxic substances. Liabilities can include the cost to investigate, clean up and monitor the actual or threatened contamination and damages caused by the contamination (or threatened contamination).

The liability under such laws may be strict, joint and several, meaning that we may be liable regardless of whether we knew of, or were responsible for, the presence of the contaminants, and the government entity or

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private party may seek recovery of the entire amount from us even if there are other responsible parties. Liabilities associated with environmental conditions may be significant and can sometimes exceed the value of the affected property. The presence of hazardous substances on a property may adversely affect our ability to sell or rent that property or to borrow using that property as collateral.

Environmental laws also:

• may require the removal or upgrade of underground storage tanks,

• regulate the discharge of storm water, wastewater and other pollutants,

• regulate air pollutant emissions,

• regulate hazardous materials’ generation, management and disposal, and

• regulate workplace health and safety.

We are unaware of any of our existing tenants or any of the tenants in the properties we intend to acquire violating applicable laws and regulations, but we and our tenants cannot completely eliminate the risk of contamination or injury from these materials. If our properties become contaminated, or if a party is injured, we could be held liable for any damages that result. Such liability could exceed our resources and any environmental remediation insurance coverage we have, which could adversely affect our operations, the value of our properties, and our ability to pay distributions.

Existing conditions at some of our properties may expose us to liability related to environmental matters.

Independent environmental consultants have conducted Phase I or similar environmental site assessments on all of the properties in our portfolio. Each of the site assessments has been completed as part of the due diligence in the acquisition process. Site assessments are intended to discover and evaluate information regarding the environmental condition of the surveyed property and surrounding properties. These assessments do not generally include subsurface investigations or mold or asbestos surveys. None of the recent site assessments revealed any past or present environmental liability that we believe would have a material adverse effect on our business, assets or results of operations. However, the assessments may have failed to reveal all environmental conditions, liabilities or compliance concerns. Material environmental conditions, liabilities or compliance concerns may have arisen after the review was completed or may arise in the future; and future laws, ordinances or regulations may impose material additional environmental liability.

We cannot assure you that costs of future environmental compliance will not affect our ability to pay distributions or that such costs or other remedial measures will not have a material adverse effect on our business, assets or results of operations.

Our properties may contain asbestos or develop harmful mold, which could lead to liability for adverse health effects and costs of remediating the problem, which could adversely affect the value of the affected property and our ability to pay distributions.

We are required by federal regulations with respect to our properties to identify and warn, via signs and labels, of potential hazards posed by workplace exposure to installed ACMs, and potential ACMs. We may be subject to an increased risk of personal injury lawsuits by workers and others exposed to ACMs and potential ACMs at our properties as a result of these regulations. The regulations may affect the value of any of our properties containing ACMs and potential ACMs. Federal, state and local laws and regulations also govern the removal, encapsulation, disturbance, handling and/or disposal of ACMs and potential ACMs when such materials are in poor condition or in the event of construction, remodeling, renovation or demolition of a property.

When excessive moisture accumulates in buildings or on building materials, mold growth may occur, particularly if the moisture problem remains undiscovered or is not addressed over a period of time. Some molds

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may produce airborne toxins or irritants. Concern about indoor exposure to mold has been increasing because exposure to mold may cause a variety of adverse health effects and symptoms, including allergic or other reactions.

The presence of ACMs or significant mold at any of our properties could require us to undertake a costly remediation program to contain or remove the ACMs or mold from the affected property. In addition, the presence of ACMs or significant mold could expose us to liability to our tenants, their or our employees, and others if property damage or health concerns arise.

Compliance with the Americans with Disabilities Act and similar laws may require us to make significant unanticipated expenditures.

Our properties are required to comply with the Americans with Disabilities Act, or ADA. The ADA requires that all public accommodations must meet federal requirements related to access and use by disabled persons. We believe that our properties were built in substantial conformance with the building codes of their respective cities, including in substantial compliance with the applicable ADA requirements at the time of construction. If one or more properties is not in compliance with the ADA, then we would be required to bring the non-compliant properties into compliance. Compliance with the ADA could require removing access barriers. Non-compliance could result in imposition of fines by the U.S. government or an award of damages and/or attorneys’ fees to private litigants, or both. Additional federal, state and local laws also may require us to modify properties or could restrict our ability to renovate properties. Complying with the ADA or other legislation at non-compliant properties could be very expensive. If we incur substantial costs to comply with such laws, our financial condition, results of operations, cash flow, the value of the Company’s securities, our ability to satisfy our debt service obligations and our ability to pay distributions to Excel Trust, L.P.’s unitholders or Excel Trust, Inc.’s stockholders could be adversely affected.

We may incur significant unexpected costs to comply with fire, safety and other regulations, which could adversely impact our financial condition, results of operations, and ability to pay distributions.

Our properties are subject to various federal, state and local regulatory requirements, such as state and local fire and safety requirements, building codes and land use regulations. If we fail to comply with these requirements, we could be subject to governmental fines or private damage awards. We believe that our properties are currently in material compliance with all applicable regulatory requirements. However, we do not know whether existing requirements will change or whether future requirements, including any requirements that may emerge from pending or future climate change legislation, will require us to make significant unanticipated expenditures that will adversely impact our financial condition, results of operations, cash flow, the value of our Company’s securities, our ability to satisfy our debt service obligations and our ability to pay distributions.

Increased competition and affordability of residential homes could limit our ability to retain our residents, lease apartment units or maintain or increase rents at our multi-family apartment units.

Our multi-family apartment units at our West Broad Village property compete with numerous housing alternatives in attracting residents, including other multi-family apartment properties and single-family rental homes, as well as owner occupied single- and multi-family homes. Competitive housing markets and an increase in the affordability of owner occupied single- and multi-family homes due to, among other things, declining housing prices, oversupply of housing, low mortgage interest rates, and tax incentives and government programs to promote home ownership, could adversely affect our ability to retain residents, lease apartment units and maintain or increase rents, which in turn could adversely affect our financial performance.

Litigation may result in unfavorable outcomes.

Like many real estate operators, we may be involved in lawsuits involving premises liability claims and alleged violations of landlord-tenant laws, which may give rise to class action litigation or governmental

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investigations. Any material litigation not covered by insurance, such as a class action, could result in us incurring substantial costs, harm our financial condition, results of operations, cash flow and ability to pay distributions.

Risks Related to Our Organizational Structure

Conflicts of interest could result in our management acting other than in Excel Trust, Inc.’s stockholders’ best interests.

Conflicts of interest exist or could arise in the future as a result of the relationships between Excel Trust, Inc. and its affiliates, on the one hand, and the Operating Partnership or any partner thereof, on the other. Excel Trust, Inc.’s directors and officers have duties under applicable Maryland law to manage Excel Trust, Inc. in a manner consistent with the best interests of its stockholders. At the same time, Excel Trust, Inc., as the general partner of the Operating Partnership, has fiduciary duties to manage the Operating Partnership in a manner beneficial to the Operating Partnership and its partners. Excel Trust, Inc.’s duties, as general partner to the Operating Partnership and its limited partners, therefore, may come into conflict with the duties of its directors and officers to its stockholders. Excel Trust, Inc. is under no obligation to give priority to the separate interests of the limited partners of the Operating Partnership or its stockholders in deciding whether to cause the Operating Partnership to take or decline to take any actions. The limited partners of the Operating Partnership expressly acknowledge that, as the general partner of the Operating Partnership, Excel Trust, Inc. is acting for the benefit of the Operating Partnership, the limited partners and its stockholders collectively.

We may choose not to enforce, or to enforce less vigorously, our rights under contribution and other agreements because of conflicts of interest with certain of our directors and officers. Messrs. Sabin, Plumb, Nakagawa, Burton, Ottesen and Romney and other individuals and entities not affiliated with us or our management had ownership interests in the properties contributed to the Operating Partnership in our formation transactions. Under the agreements relating to the contribution of those interests, we are entitled to indemnification and damages in the event of breaches of representations or warranties made by the members of our management and other contributors. In addition, certain members of senior management have entered into employment agreements with us pursuant to which they have agreed to devote substantially all of their business time to our affairs. None of these contribution and employment agreements were negotiated on an arm’s length basis. We may choose not to enforce, or to enforce less vigorously, our rights under these contribution and employment agreements because of our desire to maintain our ongoing relationships with the individuals involved.

Members of our executive management team have outside business interests that could require time and attention. Members of our executive management team own interests in properties that have not been contributed to us. In some cases, one or more of these individuals or their affiliates will have management and fiduciary obligations that may conflict with that person’s responsibilities as an officer of the Company and may adversely affect our operations. For example, Mr. Sabin and certain of our senior management team own and manage various properties that have not been contributed to us.

Certain of Excel Trust, Inc.’s directors and officers may face adverse tax consequences that could prevent the sale of Excel Centre or repayment of indebtedness. The sale of our Excel Centre property and the repayment of qualifying indebtedness of Excel Trust, L.P., would have different effects on holders of operating partnership units than on Excel Trust, Inc.’s stockholders. The parties that contributed this property to the Operating Partnership would incur adverse tax consequences upon the sale of the property or the repayment of qualifying debt of the partnership, that differ from the tax consequences to Excel Trust, Inc. and its stockholders. Consequently, these holders of operating partnership units, including Messrs. Sabin, Nakagawa, Burton and Ottesen, may have different objectives regarding the appropriate timing of any such transactions. Certain of Excel Trust, Inc.’s directors and officers could exercise their influence in a manner inconsistent with the interests of some, or a majority, of Excel Trust, Inc.’s stockholders, including in a manner which could delay or prevent the sale of this property, or the repayment of qualifying indebtedness of the partnership.

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Excel Trust, L.P.’s Partnership Agreement, Excel Trust, Inc.’s charter, bylaws and Maryland law contain provisions that may delay, defer or prevent a change of control that may be beneficial to Excel Trust, L.P.’s unitholders and Excel Trust, Inc.’s stockholders.

The limited partners of the Operating Partnership have limited approval rights, which may prevent Excel Trust, Inc. from completing a change of control transaction. Excel Trust, Inc., as the general partner of the Operating Partnership, may not withdraw as general partner or transfer its general partnership interest in the Operating Partnership without the consent of limited partners holding more than 50% of the operating partnership units held by all limited partners (excluding any limited partners owned or controlled by Excel Trust, Inc.). In addition, except in certain circumstances, Excel Trust, Inc., as general partner of the Operating Partnership, may not engage in a merger, consolidation, or other combination or the sale of all or substantially all of its assets or such similar transaction, without the consent of the partners holding more than 50% of all outstanding common operating partnership units, including the units held by Excel Trust, Inc., as more fully set forth in the partnership agreement of the Operating Partnership. The right of the limited partners to vote on these transactions could limit our ability to complete a change of control transaction that might otherwise be in the best interests of Excel Trust, L.P.’s unitholders and Excel Trust, Inc.’s stockholders.

Excel Trust, Inc.’s charter contains ownership limits that may delay, defer or prevent a change of control transaction. Excel Trust, Inc.’s charter, with certain exceptions, authorizes its directors to take such actions as are necessary and desirable to preserve Excel Trust, Inc.’s qualification as a REIT. In addition, Excel Trust, Inc.’s charter contains certain restrictions on ownership and transfer of its capital stock which prohibit any person, unless exempted by Excel Trust, Inc.’s board of directors, from, among other things, acquiring or holding, directly or indirectly, (1) in excess of 9.8% in value of the aggregate of our outstanding shares of capital stock, (2) common stock in excess of 9.8% (in value or in number of shares, whichever is more restrictive) of Excel Trust, Inc.’s outstanding shares of common stock, (3) 7.00% Series A Cumulative Convertible Perpetual Preferred Stock, or Series A preferred stock, in excess of 9.8% (in value or in number of shares, whichever is more restrictive) of Excel Trust, Inc.’s outstanding shares of Series A preferred stock or (4) 8.125% Series B Cumulative Redeemable Preferred Stock, or Series B preferred stock, in excess of 9.8% (in value or in number of shares, whichever is more restrictive) of Excel Trust, Inc.’s outstanding shares of Series B preferred stock. Among other restrictions, the board may not grant such an exemption to any proposed transferee whose ownership of in excess of the applicable ownership limit would result in Excel Trust, Inc. failing to qualify as a REIT. These restrictions on transferability and ownership will not apply if Excel Trust, Inc.’s board of directors determines that it is no longer in Excel Trust, Inc.’s best interests to attempt to qualify as a REIT. The ownership limits may delay or impede a transaction or a change of control that might involve a premium price for Excel Trust, Inc.’s common stock or otherwise be in the best interests of Excel Trust, L.P.’s unitholders and Excel Trust, Inc.’s stockholders.

Excel Trust, Inc. could authorize and issue stock without unitholder or stockholder approval that may delay, defer or prevent a change of control transaction. Excel Trust, Inc.’s charter authorizes it to issue additional authorized but unissued shares of its common stock or preferred stock. In addition, Excel Trust, Inc.’s board of directors may classify or reclassify any unissued shares of Excel Trust, Inc.’s common stock or preferred stock and may set the preferences, rights and other terms of the classified or reclassified shares. Excel Trust, Inc.’s board of directors may also, without stockholder or unitholder approval, amend Excel Trust, Inc.’s charter to increase the authorized number of shares of Excel Trust, Inc.’s common stock or preferred stock that may be issued. The board of directors could establish a series of common stock or preferred stock that could, depending on the terms of such series, delay, defer or prevent a transaction or a change of control that might involve a premium price for Excel Trust, Inc.’s common stock or otherwise be in the best interests of Excel Trust, L.P.’s unitholders and Excel Trust, Inc.’s stockholders.

Certain provisions of Maryland law could delay, defer or prevent a change of control transaction. Certain provisions of the Maryland General Corporation Law, or MGCL, may have the

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effect of inhibiting a third party from making a proposal to acquire Excel Trust, Inc. or of impeding a change of control. In some cases, such an acquisition or change of control could provide Excel Trust, Inc., stockholders with the opportunity to realize a premium over the then-prevailing market price of their shares. These MGCL provisions include:

• “business combination” provisions that, subject to limitations, prohibit certain business combinations between Excel Trust, Inc. and an “interested stockholder” for certain periods. An “interested stockholder” is generally any person who beneficially owns 10% or more of the voting power of Excel Trust, Inc. shares or an affiliate or associate of Excel Trust, Inc. who, at any time within the two-year period prior to the date in question, was the beneficial owner of 10% or more of the voting power of Excel Trust, Inc.’s then outstanding voting stock. A person is not an interested stockholder under the statute if Excel Trust, Inc.’s board of directors approved in advance the transaction by which he otherwise would have become an interested stockholder. Business combinations with an interested stockholder are prohibited for five years after the most recent date on which the stockholder becomes an interested stockholder. After that period, the MGCL imposes two super-majority voting requirements on such combinations, and

• “control share” provisions that provide that “control shares” of Excel Trust, Inc. acquired in a “control share acquisition” have no voting rights unless holders of two-thirds of Excel Trust, Inc.’s voting stock (excluding interested shares) consent. “Control shares” are shares that, when aggregated with other shares controlled by the stockholder, entitle the stockholder to exercise one of three increasing ranges of voting power in electing directors. A “control share acquisition” is the direct or indirect acquisition of ownership or control of “control shares” from a party other than the issuer.

In the case of the business combination provisions of the MGCL, Excel Trust, Inc. opted out by resolution of its board of directors. In the case of the control share provisions of the MGCL, Excel Trust, Inc. opted out pursuant to a provision in its bylaws. However, Excel Trust, Inc.’s board of directors may by resolution elect to opt in to the business combination provisions of the MGCL. Further, Excel Trust, Inc. may opt in to the control share provisions of the MGCL in the future by amending its bylaws, which its board of directors can do without stockholder or unitholder approval.

Maryland law, and Excel Trust, Inc.’s charter and bylaws also contain other provisions that may delay, defer or prevent a transaction or a change of control that might involve a premium price for Excel Trust, Inc.’s common stock or otherwise be in the best interest of Excel Trust, Inc.’s stockholders.

The ability of Excel Trust, Inc.’s board of directors to revoke Excel Trust, Inc.’s REIT status without unitholder or stockholder approval may cause adverse consequences to Excel Trust, L.P.’s unitholders and Excel Trust, Inc.’s stockholders.

Excel Trust, Inc.’s charter provides that its board of directors may revoke or otherwise terminate Excel Trust, Inc.’s REIT election, without the approval of unitholders or stockholders, if it determines that it is no longer in our best interest for Excel Trust, Inc. to continue to qualify as a REIT. If Excel Trust, Inc. ceases to be a REIT, it would become subject to United States federal income tax on its taxable income and would no longer be required to distribute most of its taxable income to Excel Trust, L.P. unitholders and Excel Trust, Inc. stockholders, which may have adverse consequences on our total return to our unitholders and stockholders.

Excel Trust, Inc.’s board of directors may amend our investing and financing guidelines without unitholder or stockholder approval, and, accordingly, you would have limited control over changes in our policies that could increase the risk we default under our debt obligations or that could harm our business, results of operations and the price of the Company’s securities.

Although we are not required to maintain any particular leverage ratio, we intend, when appropriate, to employ prudent amounts of leverage and to use debt as a means of providing additional funds for the acquisition

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of our target assets and the diversification of our portfolio. Excel Trust, Inc.’s board of directors has adopted long-term guidelines targeting our indebtedness at less than 40% of our gross undepreciated asset value, although we may, from time to time, exceed this amount. However, our organizational documents do not limit the amount or percentage of debt that we may incur, nor do they limit the types of properties we may acquire or develop. The amount of leverage we will deploy for particular investments in our target assets will depend upon our management team’s assessment of a variety of factors, which may include the anticipated liquidity and price volatility of the target assets in our investment portfolio, the potential for losses, the availability and cost of financing the assets, our opinion of the creditworthiness of our financing counterparties, the health of the U.S. economy and commercial mortgage markets, our outlook for the level, slope and volatility of interest rates, the credit quality of our target assets and the collateral underlying our target assets. Excel Trust, Inc.’s board of directors may alter or eliminate our current guidelines on borrowing or investing at any time without unitholder or stockholder approval. Changes in our strategy or in our investment or leverage guidelines could expose us to greater credit risk and interest rate risk and could also result in a more leveraged balance sheet. These factors could result in an increase in our debt service and could adversely affect our cash flow and our ability to make distributions to Excel Trust, L.P.’s unitholders and Excel Trust, Inc.’s stockholders. Higher leverage also increases the risk we would default on our debt.

Our rights and the rights of our stockholders to take action against our directors and officers are limited.

Maryland law provides that a director or officer has no liability in that capacity if he or she performs his or her duties in good faith, in a manner he or she reasonably believes to be in our best interests and with the care that an ordinarily prudent person in a like position would use under similar circumstances. As permitted by the MGCL, Excel Trust, Inc.’s charter limits the liability of its directors and officers to Excel Trust, Inc. and its stockholders for money damages, except for liability resulting from:

• actual receipt of an improper benefit or profit in money, property or services, or

• active and deliberate dishonesty established by a final judgment and which is material to the cause of action.

In addition, Excel Trust, Inc.’s charter authorizes it to obligate the Company, and Excel Trust, Inc.’s bylaws require it, to indemnify and pay or reimburse our present and former directors and officers for actions taken by them in those capacities to the maximum extent permitted by Maryland law. As a result, Excel Trust, Inc. and its stockholders may have more limited rights against Excel Trust, Inc.’s directors and officers than might otherwise exist under common law. Accordingly, in the event that actions taken in good faith by any of Excel Trust, Inc.’s directors or officers impede the performance of the Company, your ability to recover damages from such director or officer will be limited.

Risks Related to Our Capital Structure

Debt obligations expose us to increased risk of property losses and default under our debt obligations, which could have adverse consequences on our business operations and our ability to pay distributions.

As of December 31, 2014, we had outstanding mortgage indebtedness of approximately $190.3 million, and we may incur significant additional debt to finance future acquisition and development activities. We also had $254.9 million of debt and commitments outstanding under our unsecured revolving credit facility, which includes $16.9 million in letters of credit issued under the facility, $350.0 million of unsecured notes and a $50.0 million term loan. The capacity of the credit facility may be increased by up to an additional $200.0 million to a total borrowing capacity of $500.0 million, subject to receipt of lender commitments and other conditions precedent.

Although our organizational documents do not require us to maintain any particular leverage ratio, we intend, when appropriate, to employ prudent amounts of leverage and to use debt as a means of providing additional funds for the acquisition of our target assets and the diversification of our portfolio. Excel Trust, Inc.’s

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board of directors has adopted long-term guidelines targeting our indebtedness at less than 40% of our gross undepreciated asset value, although we may, from time to time, exceed this amount. Our organizational documents do not limit the amount or percentage of debt that we may incur, nor do they limit the types of properties we may acquire or develop. The amount of leverage we will deploy for particular investments in our target assets will depend upon our management team’s assessment of a variety of factors, which may include the anticipated liquidity and price volatility of the target assets in our investment portfolio, the potential for losses, the availability and cost of financing the assets, our opinion of the creditworthiness of our financing counterparties, the health of the U.S. economy and commercial mortgage markets, our outlook for the level, slope and volatility of interest rates, the credit quality of our target assets and the collateral underlying our target assets. Excel Trust, Inc.’s board of directors may alter or eliminate our current guidelines on borrowing or investing at any time without unitholder or stockholder approval. Changes in our strategy or in our investment or leverage guidelines could expose us to greater credit risk and interest rate risk and could also result in a more leveraged balance sheet. These factors could result in an increase in our debt service and could adversely affect our cash flow and our ability to make distributions. Higher leverage also increases the risk we would default on our debt.

We have used and will continue to use debt to finance property acquisitions. Our use of debt may have adverse consequences, including the following:

• Required payments of principal and interest may be greater than our cash flow from operations.

• We may be forced to dispose of one or more of our properties, possibly on disadvantageous terms, to make payments on our debt.

• If we default on our debt obligations, the lenders or mortgagees may foreclose on our properties that secure those loans. Further, if we default under a mortgage loan, we will automatically be in default on any other loan that has cross-default provisions, and we may lose the properties securing all of these loans.

• A foreclosure on one of our properties will be treated as a sale of the property for a purchase price equal to the outstanding balance of the secured debt. If the outstanding balance of the secured debt exceeds our tax basis in the property, we would recognize taxable income on foreclosure without realizing any accompanying cash proceeds to pay the tax (or to make distributions based on REIT taxable income).

• We may not be able to refinance or extend our existing debt. If we cannot repay, refinance or extend our debt at maturity, in addition to our failure to repay our debt, we may be unable to pay distributions to Excel Trust, L.P.’s unitholders or Excel Trust, Inc.’s stockholders at expected levels or at all.

• Even if we are able to refinance or extend our existing debt, the terms of any refinancing or extension may not be as favorable as the terms of our existing debt. If the refinancing involves a higher interest rate, it could adversely affect our cash flow and ability to pay distributions to Excel Trust, L.P.’s unitholders or Excel Trust, Inc.’s stockholders.

If any one of the above were to occur, our financial condition, results of operations, cash flow, cash available for distribution to you, the value of the Company’s securities and our ability to satisfy our debt service obligations could be materially adversely affected.

Our unsecured revolving credit facility contains restrictive covenants relating to our operations, which could limit our ability to respond to changing market conditions and our ability to pay distributions.

Our unsecured revolving credit facility imposes restrictions on us that affect our distribution and operating policies and our ability to incur additional debt. For example, we are subject to a maximum leverage ratio (defined as total liabilities to total asset value) of 0.60 to 1.00, which could have the effect of reducing our ability to incur additional debt and consequently reduce our ability to pay distributions. The unsecured revolving credit

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facility also contains limitations on our ability to pay distributions. Specifically, our cash distributions may not exceed the greater of (1) 95% of our FFO (as defined in the credit agreement), and (2) the amount required for us to qualify and maintain Excel Trust, Inc.’s REIT status. If an event of default exists, we may only make distributions sufficient to qualify and maintain Excel Trust, Inc.’s REIT status. In addition, the unsecured revolving credit facility contains customary restrictive covenants requiring us to maintain a minimum fixed charge coverage ratio, a maximum secured indebtedness ratio, a maximum unencumbered leverage ratio, a minimum unencumbered interest coverage ratio and a minimum tangible net worth. These or other limitations may adversely affect our flexibility and our ability to achieve our operating plans and could result in us being limited in the amount of distributions we would be permitted to pay to Excel Trust, L.P.’s unitholders or Excel Trust, Inc.’s stockholders.

Disruptions in the financial markets could affect our ability to obtain debt financing on reasonable terms or at all and have other adverse effects on us.

In recent years, the U.S. credit markets have experienced significant dislocations and liquidity disruptions. These circumstances continue to impact liquidity in the debt markets, making financing terms for some borrowers less attractive, and in certain cases have resulted in the unavailability of certain types of debt financing. Uncertainty in the credit markets may negatively impact our ability to access additional debt financing or to refinance existing debt maturities on reasonable terms (or at all), which may negatively affect our ability to conduct operations, make acquisitions and fund current and future development and redevelopment projects. In addition, if the financial position of the lenders under our credit facilities worsen, they could default on their obligations to make available to us the funds under those facilities. If we are unable to obtain financing in the credit markets, we may seek alternative sources of potentially less attractive financing, and have to adjust our business plan accordingly. In addition, these factors could make it more difficult for us to sell properties or adversely affect the price we receive for properties that we do sell, as prospective buyers may experience increased costs of debt financing or difficulties in obtaining debt financing. Adverse events in the credit markets could also have an adverse effect on other financial markets in the United States and globally, including the stock markets, which could make it more difficult or costly for Excel Trust, Inc. to raise capital through the issuance of common stock, preferred stock or other equity securities.

We may engage in hedging transactions, which can limit our gains and increase exposure to losses.

Subject to the requirements for maintaining Excel Trust, Inc.’s qualification as a REIT, we may enter into hedging transactions to protect us from the effects of interest rate fluctuations on floating rate debt. Our hedging transactions may include entering into interest rate swap agreements or interest rate cap or floor agreements, or other interest rate exchange contracts. Hedging activities may not have the desired beneficial impact on our results of operations or financial condition. No hedging activity can completely insulate us from the risks associated with changes in interest rates. Moreover, interest rate hedging could fail to protect us or adversely affect us because, among other things:

• available interest rate hedging may not correspond directly with the interest rate risk for which we seek protection,

• the duration of the hedge may not match the duration of the related liability,

• the party owing money in the hedging transaction may default on its obligation to pay,

• the credit quality of the party owing money on the hedge may be downgraded to such an extent that it impairs our ability to sell or assign our side of the hedging transaction, and

• the value of derivatives used for hedging may be adjusted from time to time in accordance with accounting rules to reflect changes in fair value, such downward adjustments, or “mark-to-market losses,” which would reduce our stockholders’ equity.

Hedging involves risk and typically involves costs, including transaction costs, that may reduce our overall returns on our investments. These costs increase as the period covered by the hedging increases and during

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periods of rising and volatile interest rates. These costs will also limit the amount of cash available for distribution to unitholders and stockholders. We generally intend to hedge as much of the interest rate risk as management determines is in our best interests given the cost of such hedging transactions. The REIT qualification rules may limit our ability to enter into hedging transactions by requiring us to limit our income from non-qualifying hedges. If we are unable to hedge effectively because of the REIT rules, we will face greater interest rate exposure than may be commercially prudent.

Increases in interest rates could increase the amount of our debt payments and adversely affect our ability to pay distributions.

Interest we pay could reduce cash available for distributions. As of December 31, 2014, we had $301.8 million of variable rate mortgage debt outstanding, which includes $254.9 million of debt and commitments outstanding under our unsecured revolving credit facility (including $16.9 million in letters of credit issued under the facility), a construction loan at one property with a borrowing capacity of up to $58.0 million (outstanding borrowings of approximately $1.8 million at December 31, 2014) and our $50.0 million term loan. Our unsecured revolving credit facility bears interest at the rate of LIBOR plus a margin of 90 basis points to 170 basis points, depending on the Parent Company’s credit rating. Our construction loan bears interest at the rate of LIBOR plus a margin of 230 basis points. Our term loan bears interest at the rate of LIBOR plus a margin of 115 basis points. We may incur variable rate debt in the future, including mortgage debt and amounts under our unsecured revolving credit facility. Any increase in interest rates would increase our interest costs with respect to our variable rate debt. These increased interest costs would reduce our cash flows and our ability to make distributions to Excel Trust, L.P.’s unitholders or Excel Trust, Inc.’s stockholders. In addition, if we need to repay existing debt during a period of rising interest rates, we could be required to liquidate one or more of our investments in properties at times that may not permit realization of the maximum return on such investments.

If we fail to obtain external sources of capital, which is outside of our control, we may be unable to pay distributions, maintain Excel Trust, Inc.’s REIT status, or fund growth.

In order to maintain Excel Trust, Inc.’s status as a REIT and to avoid incurring a nondeductible excise tax, we are required, among other things, to distribute annually at least 90% of its REIT taxable income, excluding any net capital gain. In addition, Excel Trust, Inc. will be subject to income tax at regular corporate rates to the extent that it distributes less than 100% of its REIT taxable income, including any net capital gains. Because of these distribution requirements, we may not be able to fund future capital needs, including any necessary acquisition financing, from operating cash flow. Consequently, we rely on third-party sources to fund our capital needs. We may not be able to obtain financings on favorable terms or at all. Our access to third-party sources of capital depends, in part, on:

• general market conditions,

• the market’s perception of our growth potential,

• with respect to acquisition financing, the market’s perception of the value of the properties to be acquired,

• our current debt levels,

• our current and expected future earnings,

• our cash flow and cash distributions, and

• the market price per share of our common stock.

It will adversely affect our business and limit our growth if we are unable to obtain capital from third-party sources. Without sufficient capital, we may not be able to acquire or develop properties when strategic opportunities exist, satisfy our debt service obligations or make the cash distributions to Excel Trust, Inc.’s stockholders necessary to maintain its qualification as a REIT.

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Risks Related to Excel Trust, Inc.’s REIT Status

Excel Trust, Inc.’s failure to continue to qualify as a REIT under the Code would result in significant adverse tax consequences to us and would adversely affect our business.

We believe we have operated and intend to continue operating in a manner that will allow Excel Trust, Inc. to continue to qualify as a REIT for United States federal income tax purposes under the Internal Revenue Code of 1986, as amended, or the Code. Qualification as a REIT involves the application of highly technical and complex Code provisions, for which there are only limited judicial and administrative interpretations. The fact that we hold substantially all of our assets through the Operating Partnership further complicates the application of the REIT requirements. Even a seemingly minor technical or inadvertent mistake could jeopardize Excel Trust, Inc.’s REIT status. Excel Trust, Inc.’s REIT status depends upon various factual matters and circumstances that may not be entirely within our control. For example, in order to continue to qualify as a REIT, at least 95% of our gross income in any year must be derived from qualifying sources, such as rents from real property, and we must satisfy a number of requirements regarding the composition of our assets. Also, Excel Trust, Inc. must make distributions to stockholders aggregating annually at least 90% of Excel Trust, Inc.’s REIT taxable income, excluding net capital gains. In addition, new legislation, regulations, administrative interpretations or court decisions, each of which could have retroactive effect, may make it more difficult or impossible for Excel Trust, Inc. to continue to qualify as a REIT, or could reduce the desirability of an investment in a REIT relative to other investments. We have not requested and do not plan to request a ruling from the Internal Revenue Service, or IRS, that Excel Trust, Inc. qualifies as a REIT, and the statements in this report are not binding on the IRS or any court. Accordingly, we cannot be certain that Excel Trust, Inc. has qualified or will continue to qualify as a REIT.

If Excel Trust, Inc. fails to continue to qualify as a REIT in any taxable year, we will face serious adverse tax consequences that would substantially reduce the funds available to distribute to you. If Excel Trust, Inc. fails to continue to qualify as a REIT:

• we would not be allowed to deduct distributions to stockholders in computing our taxable income and would be subject to United States federal income tax at regular corporate rates,

• we could also be subject to the United States federal alternative minimum tax and possibly increased state and local taxes, and

• unless we are entitled to relief under applicable statutory provisions, Excel Trust, Inc. could not elect to be taxed as a REIT for four taxable years following the year in which it was disqualified.

In addition, if Excel Trust, Inc. fails to continue to qualify as a REIT, we will not be required to make distributions to stockholders. As a result of all these factors, Excel Trust, Inc.’s failure to continue to qualify as a REIT could impair our ability to expand our business and raise capital and would adversely affect the value of Excel Trust, Inc.’s common stock and preferred stock.

To maintain Excel Trust, Inc.’s REIT status, we may be forced to borrow funds during unfavorable market conditions to pay distributions to Excel Trust, Inc.’s stockholders.

To maintain Excel Trust, Inc.’s REIT status, we must distribute to Excel Trust, Inc.’s stockholders at least 90% of Excel Trust, Inc.’s REIT taxable income each year, excluding any net capital gain, and Excel Trust, Inc. will be subject to regular corporate income taxes to the extent that it distributes less than 100% of its REIT taxable income each year. In addition, we will be subject to a 4% nondeductible excise tax on the amount, if any, by which distributions paid by us in any calendar year are less than the sum of 85% of our ordinary income, 95% of our capital gain net income and 100% of our undistributed income from prior years. To maintain Excel Trust, Inc.’s REIT status and avoid the payment of income and excise taxes we may need to borrow funds to meet the REIT distribution requirements. These borrowing needs could result from:

• differences in timing between the actual receipt of cash and inclusion of income for United States federal income tax purposes,

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• the effect of non-deductible capital expenditures,

• the creation of reserves, or

• required debt or amortization payments.

We may need to borrow funds at times when the then-prevailing market conditions are not favorable for borrowing. These borrowings could increase our costs or reduce our equity and adversely affect the value of Excel Trust, Inc.’s common stock and preferred stock.

Dividends payable by REITs do not qualify for the reduced tax rates available for some dividends.

The maximum federal income tax rate applicable to income from “qualified dividends” payable to U.S. stockholders that are individuals, trusts and estates is 20%. Dividends payable by REITs, however, generally are not eligible for this reduced rate. Although these rules do not adversely affect the taxation of REITs or dividends payable by REITs, the more favorable rates applicable to regular corporate qualified dividends could cause investors who are individuals, trusts and estates to perceive investments in REITs to be relatively less attractive than investments in the stocks of non-REIT corporations that pay dividends, which could adversely affect the value of the shares of REITs, including the value of Excel Trust, Inc.’s common stock and preferred stock.

Complying with REIT requirements may limit our ability to hedge effectively and may cause us to incur tax liabilities.

The REIT provisions of the Code limit our ability to hedge our liabilities. Any income from a hedging transaction we enter into to manage risk of interest rate changes, price changes or currency fluctuations with respect to borrowings made or to be made to acquire or carry real estate assets does not constitute “gross income” for purposes of the 75% or 95% gross income tests applicable to REITs . In addition, such hedging transactions must be properly identified as provided in the Treasury regulations. If we enter into other types of hedging transactions, the income from those transactions is likely to be treated as non-qualifying income for purposes of the gross income tests applicable to REITs. As a result of these rules, we may need to limit our use of advantageous hedging techniques or implement those hedges through a taxable REIT subsidiary, or TRS. This could increase the cost of our hedging activities because our TRS would be subject to tax on gains or expose us to greater risks associated with changes in interest rates than we would otherwise want to bear.

The tax imposed on REITs engaging in “prohibited transactions” may limit our ability to engage in transactions which would be treated as sales for United States federal income tax purposes.

A REIT’s net income from prohibited transactions is subject to a 100% penalty tax. In general, prohibited transactions are sales or other dispositions of property, other than foreclosure property held in inventory primarily for sale to customers in the ordinary course of business. Although we do not intend to hold any properties that would be characterized as inventory held for sale to customers in the ordinary course of our business, unless the sale or disposition of a property qualifies under certain statutory safe harbors, such characterization is a factual determination and no guarantee can be given that the IRS would agree with our characterization of our properties or that we will always be able to make use of the available safe harbors.

To maintain Excel Trust, Inc.’s REIT status, we may be forced to forego otherwise attractive opportunities.

To maintain Excel Trust, Inc.’s REIT status, we must satisfy tests concerning, among other things, the sources of our income, the nature and diversification of our assets, the amounts we distribute to Excel Trust, Inc.’s stockholders and the ownership of Excel Trust, Inc.’s stock. We may be required to make distributions to stockholders at times when it would be more advantageous to reinvest cash in our business or when we do not have funds readily available for distribution. Thus, compliance with the REIT requirements may hinder our ability to operate solely on the basis of maximizing profits.

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In particular, we must ensure that at the end of each calendar quarter, at least 75% of the value of our assets consists of cash, cash items, government securities and qualified real estate assets. The remainder of our investment in securities (other than government securities, securities of any TRS or qualified REIT subsidiary of ours and securities that are qualified real estate assets) generally may not include more than 10% of the outstanding voting securities of any one issuer or more than 10% of the total value of the outstanding securities of any one issuer. In addition, in general, no more than 5% of the value of our assets (other than government securities, securities of any TRS or qualified REIT subsidiary of ours and securities that are qualified real estate assets) may consist of the securities of any one issuer. If we fail to comply with these requirements at the end of any calendar quarter, we must remedy the failure within 30 days or qualify for certain limited statutory relief provisions to avoid losing status as a REIT. As a result, we may be required to liquidate otherwise attractive investments. These actions could have the effect of reducing our income and amounts available for distribution to Excel Trust, Inc.’s stockholders.

We may be subject to adverse legislative or regulatory tax changes that could increase our tax liability, reduce our operating flexibility and reduce the market price of Excel Trust, Inc.’s common shares.

At any time, the United States federal income tax laws governing REITs may be amended or the administrative and judicial interpretations of those laws may be changed. We cannot predict when or if any new United States federal income tax law, regulation, or administrative and judicial interpretation, or any amendment to any existing United States federal income tax law, regulation or administrative or judicial interpretation, will be adopted, promulgated or become effective, and any such law, regulation, or interpretation may be effective retroactively. We and Excel Trust, Inc.’ stockholders could be adversely affected by any such change in, or any new, United States federal income tax law, regulation or administrative and judicial interpretation.

ITEM 1B. UNRESOLVED STAFF COMMENTS

None.

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ITEM 2. PROPERTIES

Our Properties

As of December 31, 2014, we owned an operating portfolio consisting of 38 retail properties totaling approximately 7.2 million square feet of GLA (including 50% and 80% interests in two consolidated joint ventures), which were approximately 94.3% leased and had a weighted average remaining lease term of approximately six years, based on GLA (one retail property also contains 339 apartment units on the upper levels of the shopping center). We also owned two commercial office properties, Excel Center, a portion of which is utilized as our corporate headquarters, and the Promenade Corporate Center. These properties total 338,339 square feet of GLA and were approximately 85.0% leased as of December 31, 2014. In addition, we held ownership interests in one unconsolidated retail property totaling 103,767 square feet of GLA, which was approximately 92.4% leased as of December 31, 2014. Our non-operating properties consisted of Phase II of our Chimney Rock property and Phase III of our Plaza at Rockwall property and two land parcels, Southlake Park Village and West Broad Marketplace, which are currently under development and are expected to contain approximately 707,000 square feet of GLA upon completion. Phase I of our Chimney Rock property is classified as an operating property.

Operating Properties

The table below sets forth relevant information with respect to the properties in our portfolio as of December 31, 2014 (dollars in thousands).

Property/Location	Year Built(1)		Total GLA(2)		Percent Leased			Number of Tenants		Major Tenants(3)	Major Lease Expiration Date		Annualized Base Rent(4)
Retail Properties:
West Broad Village, Richmond, VA(5)(6)		2009		397,603		77.0	%		29	Whole Foods*		2028	$	6,589
Downtown at the Gardens, Palm Beach Gardens, FL		2005		339,059		99.2			52	Cobb Theatres*		2020		8,131
The Shops at Fort Union, Salt Lake City, UT(5)		1974/ 2007		688,549		96.9			61	Walmart*		2015	$	9,850
The Promenade, Scottsdale, AZ(5)		1999		566,663		94.2			63	Living Spaces*		2024		8,968
Park West Place, Stockton, CA(5)		2005		603,464		99.4			57	Lowe’s*		2026		7,385
Gilroy Crossing, Gilroy, CA(5)		2004		325,431		100.0			33	Kohl’s*		2025		5,002
Brandywine Crossing, Brandywine, MD(5)(7)		2009		231,039		96.9			34	Safeway*		2028		4,154
Highland Reserve, Roseville, CA		2004		191,415		98.5			17	Kohls*		2025		3,416
Plaza at Rockwall, Rockwall, TX(5)		2007/ 2012		432,096		99.2			34	Dick’s Sporting Goods*		2018		5,164
Riverpoint Marketplace, Sacramento, CA		2009		133,928		97.0			31	Ross Dress for Less*		2021		3,003
Lake Pleasant Pavilion, Peoria, AZ(5)		2007		178,376		89.0			28	Marshalls* Bed Bath & Beyond*		2017 2018		2,991
Stadium Center, Manteca, CA		2006		160,726		95.5			26	Ross Dress for Less*		2019		2,826
Dellagio, Orlando, FL		2009		123,198		80.6			20	Bravo Development, Inc.		2018		2,275
League City Town Center, League City(Houston), TX(5)		2008		194,736		96.4			32	TJX Companies* Ross Dress for Less*		2018 2019		3,141
Vestavia Hills City Center, Vestavia Hills, AL(8)		2002		391,899		88.5			57	Publix* Rave Motion Pictures*		2022 2022		4,351
The Crossings of Spring Hill, Spring Hill, TN(5)		2008		219,880		94.8			34	Ross Dress for Less* PetSmart*		2019 2018		2,759

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Property/Location	Year Built(1)		Total GLA(2)		Percent Leased			Number of Tenants		Major Tenants(3)	Major Lease Expiration Date			Annualized Base Rent(4)
Tracy Pavilion, Tracy, CA		2006		162,463		95.7			28	Marshalls* PetSmart*		2019 2019			2,510
Red Rock Commons, St. George, UT(5)		2012		134,152		99.1			20	Dick’s Sporting Goods*		2023			2,284
Edwards Theatres, San Diego, CA		1999		100,551		100.0			1	Edwards Theatres*		2019			2,348
Rosewick Crossing, La Plata, MD(5)		2008		115,972		81.8			13	Giant Food*		2028			1,788
EastChase Market Center, Montgomery, AL(5)		2008		181,431		98.9			10	Dick’s Sporting Goods*		2019			2,003
Chimney Rock, Odessa, TX(5)		2012		204,270		97.5			11	Academy Sports*		2026			1,868
5000 South Hulen, Fort Worth, TX		2005		86,833		98.6			20	Barnes & Noble*		2020			2,073
Anthem Highlands, Las Vegas, NV(5)		2006		118,763		91.3			22	Albertsons*		2027			1,631
The Family Center at Orem, Orem, UT		1991		150,667		84.9			6	Dick’s Sporting Goods*		2023			1,578
Centennial Crossroads, Las Vegas, NV(5)		2003		105,415		87.3			20	Vons*		2028			1,123
LA Fitness, San Diego, CA		2006		38,000		100.0			1	LA Fitness*		2021			972
Pavilion Crossing, Brandon, FL		2012		68,400		100.0			16	Publix*		2031			1,136
Shops at Foxwood, Ocala, FL		2010		78,660		90.8			13	Publix*		2030			978
Northside Plaza, Dothan, AL(5)		2010		171,670		94.8			14	Publix* Hobby Lobby*		2031 2026			1,380
Meadow Ridge Plaza, Orlando, FL(5)		2007		45,199		85.8			15	Fifth Third Bank*		2028			806
Shoppes of Belmere, Orlando, FL		2008		26,502		100.0			8	CVS*		2035			739
Lake Burden Shoppes, Orlando, FL		2008		20,598		87.6			5	Walgreens*		2034	(9)		571
Five Forks Place, Simpsonville, SC		2002		61,191		100.0			11	Publix*		2022			753
Mariner’s Point, St. Marys, GA		2001		45,215		91.2			16	Shoe Show(10)		2016			637
Newport Towne Center, Newport, TN		2006		60,100		82.6			11	Dollar Tree(11)		2016			385
Merchant Central, Milledgeville, GA		2004		45,013		89.2			15	Dollar Tree(12)		2019			539
Cedar Square, Duncanville (Dallas), TX		2014		14,490		100.0			1	Walgreens*		2034	(13)		431
Subtotal/Weighted Average Retail Properties				7,213,617		94.3	%		885						108,538
Office Properties:
Excel Centre, San Diego, CA		1999		82,157		90.4			7	Kaiser Permanente		2019			2,444
Promenade Corporate Center, Scottsdale, AZ		2004		256,182		83.3			29	Healthcare Trust of America		2020			5,313
Subtotal/Weighted Average Office Properties				338,339		85.0	%		36						7,757
Multi-Family Properties:
West Broad Village, Richmond, VA(5)		2009		339 units		91.1	%		n/a						4,928	(14)
Unconsolidated Properties:
The Fountains at Bay Hill, Orlando, FL(15)		2001		103,767		92.4			33	CVS*		2026			2,918
Total/Weighted Average(16)				7,655,723		93.8	%		954					$	124,141
Non-Operating Properties(17)
Chimney Rock-Phase II, Odessa, TX
Southlake Park Village, Southlake (Dallas), TX
West Broad Marketplace, Richmond, VA
Plaza at Rockwall-Phase III, Rockwall, TX

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* Denotes anchor tenant.

(1) Year built represents the year in which construction was completed.

(2) Total GLA represents total square feet of GLA owned by us at the property (includes GLA of buildings under ground lease).

(3) Major tenant represents the tenant(s) in each property that have the highest annualized base rent.

(4) Annualized base rent, or ABR, means annualizing the cash base rental amount in effect under existing leases as of December 31, 2014. Amount does not include reimbursements for real estate taxes and insurance, common area and other operating expenses, substantially all of which are borne by the tenants, percentage rent or amounts attributable to future rent increases, where applicable. Amount includes rent attributable to ground leases.

(5) Total GLA 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		Total GLA
West Broad Village		7		40,461
The Shops at Fort Union		2		8,069
The Promenade		7		178,976
Park West Place		8		294,509
Gilroy Crossing		1		2,448
Brandywine Crossing		4		73,976
Plaza at Rockwall		2		179,163
Lake Pleasant Pavilion		1		4,884
The Crossings of Spring Hill		3		23,837
Red Rock Commons		1		5,000
Rosewick Crossing		2		66,932
EastChase Market Center		1		6,375
Chimney Rock		1		67,280
Anthem Highlands		4		79,213
Centennial Crossroads		1		57,308
Northside Plaza		4		33,362
Meadow Ridge Plaza		1		4,200
Total Ground Leases/GLA		50		1,125,993

(6) The West Broad Village property is a retail shopping center that also includes 339 apartment units on the upper levels of the shopping center.

(7) Includes additional land parcels that were acquired in 2014.

(8) Includes Rite Aid, an outparcel to Vestavia Hills City Center, which was acquired in 2011.

(9) Represents the earliest date this lease can be terminated by the tenant. Without early termination, the lease will expire in 2084.

(10) Shoe Show is not the anchor tenant of this property. Mariner’s Point is anchored by a non-owned Super Wal-Mart.

(11) Dollar Tree is not the anchor tenant of this property. Newport Towne Center is anchored by a non-owned Super Wal-Mart.

(12) Dollar Tree is not the anchor tenant of this property. Merchant Central is anchored by a non-owned Super Wal-Mart.

(13) Represents the earliest date this lease can be terminated by the tenant. Without early termination, the lease will expire in 2084.

(14) Represents estimated ABR for the apartment units based on actual rental revenue for the most recent fiscal month (December 2014). Due to the frequency of tenant turnover and the relatively short-term nature of the apartment leases, ABR for the apartment units may vary significantly month to month.

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(15) We hold a 50% tenant-in-common ownership interest in the unconsolidated The Fountains at Bay Hill property.

(16) Total/Weighted Average is calculated based on total GLA excluding the apartment units at our West Broad Village property.

(17) A non-operating property is reclassified as an operating property at the earlier of (a) 85.0% occupancy or (b) one year from completion and delivery of the space.

Non-Operating Properties

Chimney Rock-Phase II: Chimney Rock-Phase II is the undeveloped portion of our Chimney Rock property in Odessa, Texas. Based on our current development plans, which are subject to change based on leasing demand and other market factors, we intend to continue development of the shopping center for an additional 110,000 square feet of GLA.

Plaza at Rockwall-Phase III: Plaza at Rockwall-Phase III is the undeveloped portion of our Plaza at Rockwall property in Rockwall, Texas. Based on our current development plans, which are subject to change based on leasing demand and other market factors, we intend to continue development of the shopping center for an additional 11,000 square feet of GLA.

Southlake Park Village: Southlake Park Village is the undeveloped land parcel that we purchased in November 2013 in Southlake (Dallas), Texas. Based on our current development plans, which are subject to change based on leasing demand and other market factors, we intend to continue development of the shopping center for an additional 186,000 square feet of GLA.

West Broad Marketplace: West Broad Marketplace is the undeveloped land parcel that we purchased in December 2014 in Richmond, Virginia. Based on our current development plans, which are subject to change based on leasing demand and other market factors, we intend to continue development of the shopping center for an additional 405,000 square feet of GLA.

Major Tenants

As of December 31, 2014, we had leases with numerous nationally recognized retailers. The following table sets forth information regarding the ten largest tenants in our operating portfolio based on total retail ABR as of December 31, 2014.

Retail Tenants (Leases)	Total GLA		Percent of Total Retail GLA			ABR ($ in 000s)		Percent of Total Retail ABR			ABR per leased square foot
Dick’s Sporting Goods		243,508		3.4	%	$	3,003		2.8	%	$	12.33
Ross Dress for Less		229,126		3.2			2,901		2.7			12.66
Publix Super Markets, Inc.		245,351		3.4			2,735		2.5			11.15
Kohls		264,904		3.7			2,455		2.3			9.27
PetSmart		150,798		2.1			2,366		2.2			15.69
Edward’s Theatres		100,551		1.4			2,348		2.2			23.35
Whole Foods		102,742		1.4			2,201		2.0			21.42
TJX Companies		191,207		2.6			2,037		1.9			10.66
Bed Bath & Beyond		170,099		2.4			1,995		1.8			11.73
Jo-Ann		167,795		2.3			1,951		1.8			11.63
Total Top Ten Tenants/Weighted Average		1,866,081		25.9	%	$	23,992		22.2	%	$	12.86

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As of December 31, 2014, we had leases with 36 distinct office tenants. The following table sets forth information regarding our three largest office tenants in our operating portfolio based on total office ABR as of December 31, 2014. As of December 31, 2014, 18,612 square feet were leased by us for our corporate offices and a regional management office.

Office Tenants	Total GLA		Percent of Total Office GLA			ABR ($ in 000s)		Percent of Total Office ABR			ABR per leased square foot
Kaiser Permanente		38,432		11.4	%	$	1,709		22.0	%	$	44.46
Healthcare Trust of America		24,818		7.3			658		8.5			26.50
Fitch, Inc.		20,878		6.2			642		8.3			30.75
Total Top Tenants/Weighted Average		84,128		24.9	%	$	3,009		38.8	%	$	35.76

Lease Expirations

The following table sets forth information with respect to the lease expirations of our retail and office operating properties based on leased GLA as of December 31, 2014.

Lease Expiration Year	Total Expiring GLA		Percent of Total GLA Expiring			Expiring Annualized Base Rent ($ in 000s)		Percent of Total Annualized Base Rent			Expiring Annualized Base Rent per leased square foot
Available		463,663		6.1	%	$	—		—	%	$	—
2015		577,229		7.6			10,230		8.8			17.72
2016		498,556		6.6			9,789		8.4			19.63
2017		426,610		5.6			9,082		7.8			21.29
2018		599,278		7.9			11,461		9.9			19.12
2019		1,046,863		13.9			17,902		15.4			17.10
2020		753,205		10.0			15,127		13.0			20.08
2021		400,943		5.3			6,624		5.7			16.52
2022		412,523		5.5			5,735		4.9			13.90
2023		263,843		3.5			4,587		3.9			17.39
2024 and thereafter		2,109,243		28.0			25,758		22.2			12.19
Total/Weighted Average		7,551,956		100.0	%	$	116,295		100.0	%	$	15.39

Property Management and Leasing Strategy

Our property management and substantially all of our leasing activities and operating and administrative functions (including leasing, legal, acquisitions, development, data processing, finance and accounting) are administered or coordinated by our personnel. On-site functions such as maintenance, landscaping, sweeping, plumbing and electrical are subcontracted out at each location and, to the extent permitted by their respective leases, the cost of these functions is passed on to the tenants.

We believe that focused property management, leasing and customer retention are essential to maximizing the sales per square foot, operating cash flow and value of our properties. Our primary goal in property management is to maintain an attractive shopping environment on a cost effective basis for our tenants.

The majority of our property management and leasing functions are supervised and administered by personnel at our San Diego, California office. Our property managers maintain regular contact with our tenants and frequently visit each asset to ensure the proper implementation and execution of our market strategies. As part of our ongoing property management, we conduct regular physical property reviews to improve our properties, react to changing market conditions and ensure proper maintenance.

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Our leasing representatives have become experienced in the markets in which we operate by becoming familiar with current tenants as well as potential local, regional and national tenants that would complement our current tenant base. We study demographics, customer sales and merchandising mix to optimize the sales performance of our centers and thereby increase rents. We believe this hands-on approach maximizes the value of our shopping centers.

ITEM 3. LEGAL PROCEEDINGS

Although we are involved in legal proceedings arising in the ordinary course of business, we are not currently a party to any legal proceedings, nor is any legal proceeding threatened against us that we believe would have a material adverse effect on our financial position, results of operations or liquidity.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

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PART II

ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

Excel Trust, Inc.

Excel Trust, Inc.’s common stock has been listed on the New York Stock Exchange, or the NYSE, under the symbol “EXL” since April 23, 2010. On February 26, 2015, the reported closing sale price per share for Excel Trust, Inc.’s common stock on the NYSE was $13.65 and there were approximately 74 holders of record. Certain shares of Excel Trust, Inc. are held in “street” name and accordingly, the number of beneficial owners of such shares is not known or included in the foregoing numbers. The following table sets forth, for the periods indicated, the high and low sale prices in dollars on the NYSE for Excel Trust, Inc.’s common stock and the distributions we declared per share with respect to the periods indicated.

				Range
Year	Quarter			High		Low		Cash Dividend per Common Share
2013		1	st	$	13.91	$	11.60	$	0.1700
		2	nd	$	15.40	$	12.01	$	0.1700
		3	rd	$	14.09	$	11.47	$	0.1700
		4	th	$	12.46	$	11.23	$	0.1750
2014		1	st	$	12.93	$	10.96	$	0.1750
		2	nd	$	13.94	$	12.20	$	0.1750
		3	rd	$	13.52	$	11.46	$	0.1750
		4	th	$	13.62	$	11.71	$	0.1750

Information about our equity compensation plans is incorporated by reference in Item 12 of Part III of this annual report on Form 10-K.

Excel Trust, L.P.

There is no established public trading market for Excel Trust, L.P.’s operating partnership units. As of February 26, 2015, there were 13 holders of record of Excel Trust, L.P.’s operating partnership units, including Excel Trust, Inc. The following table sets forth, for the periods indicated, the distributions we declared with respect to Excel Trust, L.P.’s operating partnership units for the periods indicated.

Year	Quarter			Cash Distribution per Unit
2013		1	st	$	0.1700
		2	nd	$	0.1700
		3	rd	$	0.1700
		4	th	$	0.1750
2014		1	st	$	0.1750
		2	nd	$	0.1750
		3	rd	$	0.1750
		4	th	$	0.1750

We intend to continue to declare quarterly distributions on Excel Trust, L.P.’s operating partnership units and Excel Trust, Inc.’s common stock. The actual amount and timing of distributions, however, will be at the discretion of Excel Trust, Inc.’s board of directors and will depend upon our financial condition in addition to the requirements of the Code, and no assurance can be given as to the amounts or timing of future distributions. In addition, our unsecured revolving credit facility contains limitations on our ability to pay distributions to Excel Trust, L.P.’s unitholders and Excel Trust, Inc.’s stockholders. Specifically, pursuant to our unsecured revolving credit facility, our cash distributions may not exceed the greater of (1) 95% of our FFO (as defined in the credit agreement) and (2) the amount required for us to qualify and maintain our REIT status. If an event of default exists, we may only make distributions sufficient to qualify and maintain our REIT status.

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Total Stockholder Return Performance

The following graph shows a comparison from April 23, 2010 to December 31, 2014 of cumulative total stockholder return, calculated on a dividend reinvested basis, for Excel Trust, Inc., the S&P 500 Stock Index, or the S&P 500, and the National Association of Real Estate Investment Trusts, Inc. Equity REIT Total Return Index, or the Industry Index, which includes all tax-qualified equity REITs listed on the NYSE. The graph assumes $100 was invested in each of Excel Trust, Inc.’s common stock, the S&P 500 and the Industry Index on April 23, 2010. Data points on the graph are quarterly. Note that historic stock price performance is not necessarily indicative of future stock price performance.

This graph and the accompanying text are not “soliciting material,” are not deemed filed with the SEC and are not to be incorporated by reference in any filing by us under the Securities Act or the Exchange Act, whether made before or after the date hereof and irrespective of any general incorporation language in any such filing.

Sales of Unregistered Equity Securities

All sales of unregistered equity securities of Excel Trust, Inc. during the year ended December 31, 2014 have previously been disclosed in filings with the SEC.

Sales of Unregistered Equity Securities (Excel Trust, L.P.)

All other sales of unregistered equity securities of Excel Trust, L.P. during the year ended December 31, 2014 have previously been disclosed in filings with the SEC

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ITEM 6. SELECTED FINANCIAL DATA

The following tables set forth selected financial and operating data on a historical basis for Excel Trust, Inc., Excel Trust, L.P. and our Predecessor. Our Predecessor is not a legal entity, but rather a combination of real estate entities and operations invested in four properties that were contributed to us in connection with our initial public offering, or IPO. We have not presented historical information for Excel Trust, Inc. or Excel Trust, L.P. prior to April 28, 2010, the date on which we consummated our IPO, because during the period from our formation until our IPO, we did not have any material corporate activity and because we believe that a discussion of the results of Excel Trust, Inc. and Excel Trust, L.P. during that period would not be meaningful.

The following tables set forth selected consolidated financial and operating information for Excel Trust, Inc. and Excel Trust, L.P., which is derived from our audited consolidated financial statements. The following historical information should be read in conjunction with our consolidated financial statements and notes included in Item 8 of this report and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included in Item 7 of this report.

	Excel Trust, Inc.
	The Company															The Predecessor
(Dollars in thousands)	2014			2013			2012			2011			Period from April 28, 2010 to December 31, 2010			Period from January 1, 2010 to April 27, 2010
Operating Data
Total revenues	$	130,323		$	112,542		$	84,421		$	52,393		$	13,319		$	1,568
Expenses:
Property operating expenses		31,862			28,050			20,129			13,291			3,164			379
Changes in fair value of contingent consideration		—			(1,568	)		(281	)		(247	)		—			—
Administrative and miscellaneous		18,009			13,871			13,796			12,759			6,964			8
Depreciation and amortization		50,661			46,146			34,800			21,783			5,638			542
Total expenses		100,532			86,499			68,444			47,586			15,766			929
Operating income (loss)		29,791			26,043			15,977			4,807			(2,447	)		639
Interest expense		(24,167	)		(18,944	)		(15,650	)		(12,258	)		(3,366	)		(483	)
Interest income		240			204			173			297			166			—
Income (loss) from equity in unconsolidated entities		2,578			40			(320	)		—			—			—
Gain on acquisition of real estate and sale of land parcel		—			—			—			1,479			978			—
Changes in fair value of financial instruments		—			230			1,530			1,154			—			—
Loss on extinguishment of debt from sale of real estate asset		(5,192	)		—			—			—			—			—
Gain on sale of real estate assets		5,842			—			—			—			—			—
Income (loss) from continuing operations		9,092			7,573			1,710			(4,521	)		(4,669	)		156
Income from discontinued operations before gain on sale of real estate assets		—			464			135			1,044			796			—
Gain on sale of real estate assets from discontinued operations		—			12,055			—			3,976			—			—
Income from discontinued operations		—			12,519			135			5,020			796			—
Net income (loss)		9,092			20,092			1,845			499			(3,873	)		156
Net (income) loss attributable to non-controlling interests		(340	)		(568	)		18			(51	)		148			(290	)
Net income (loss) attributable to Excel Trust, Inc. and controlling interests of the Predecessor		8,752			19,524			1,863			448			(3,725	)		(134	)
Preferred stock dividends		(10,380	)		(10,976	)		(10,353	)		(3,228	)		—			—
Cost of redemption of preferred stock		(1,687	)		—			—			—			—			—
Net loss attributable to the common stockholders and controlling interests of the Predecessor	$	(3,315	)	$	8,548		$	(8,490	)	$	(2,780	)	$	(3,725	)	$	(134	)
Loss from continuing operations per share attributable to the common stockholders — basic and diluted	$	(0.07	)	$	(0.09	)	$	(0.27	)	$	(0.37	)	$	(0.30	)

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	Excel Trust, Inc.
	The Company															The Predecessor
(Dollars in thousands)	2014			2013			2012			2011			Period from April 28, 2010 to December 31, 2010			Period from January 1, 2010 to April 27, 2010
Net (loss) income per share attributable to the common stockholders — basic and diluted	$	(0.07	)	$	0.17		$	(0.26	)	$	(0.15	)	$	(0.24	)
Weighted-average common shares outstanding — basic and diluted		54,341		$	46,926			34,681			22,465			15,510
Dividends declared per common share	$	0.70		$	0.685		$	0.65		$	0.605		$	0.20
Other Data
Funds from operations	$	39,933		$	44,619		$	27,306		$	15,218		$	1,876		$	698
Cash flow provided by operations	$	58,854		$	52,524		$	39,892		$	20,986		$	3,920		$	301
Cash flow used in investing activities	$	(390,839	)	$	(163,430	)	$	(280,132	)	$	(123,295	)	$	(327,284	)	$	(238	)
Cash flow provided (used) in financing activities	$	335,343		$	108,555		$	240,544		$	101,076		$	329,889		$	(724	)

	The Company
	As of December 31,
(Dollars in thousands)	2014		2013		2012		2011		2010
Balance Sheet Data
Properties, net	$	1,452,846	$	1,086,086	$	944,363	$	583,959	$	365,112
Cash and cash equivalents		6,603		3,245		5,596		5,292		6,525
Total assets		1,647,137		1,218,821		1,079,254		687,671		441,088
Mortgage and notes payable		430,748		430,691		408,935		265,961		222,427
Unsecured notes		398,758		100,000		—		—		—
Total liabilities		919,171		591,437		470,482		306,685		244,478
Stockholders’ equity		715,389		615,446		594,036		363,792		187,511
Non-controlling interests		12,577		11,938		14,736		17,194		9,099
Total liabilities and equity		1,647,137		1,218,821		1,079,254		687,671		441,088
Other Data
Operating properties
Number(1)		41		36		34		21		21
Total owned GLA		7,655,723		6,175,069		5,691,312		3,809,383		2,593,908
Other properties (land)(2)		4		2		1		2		3

(1) Total number of operating properties includes two consolidated joint ventures (we own 50% and 80% interests in two consolidated joint ventures) and one unconsolidated joint venture.

(2) Other properties (land) represents Phase II of our Chimney Rock property and Phase III of our Plaza at Rockwall property (previous phases of each property are classified as operating properties) and two undeveloped land parcels, Southlake Park Village and West Broad Marketplace, which are currently under development and are expected to contain approximately 707,000 square feet of GLA upon completion.

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	Excel Trust, L.P.
	The Operating Partnership															The Predecessor
(Dollars in thousands)	2014			2013			2012			2011			Period from April 28, 2010 to December 31, 2010			Period from January 1, 2010 to April 27, 2010
Operating Data
Total revenues	$	130,323		$	112,542		$	84,421		$	52,393		$	13,319		$	1,568
Expenses:
Property operating expenses		31,862			28,050			20,129			13,291			3,164			379
Changes in fair value of contingent consideration		—			(1,568	)		(281	)		(247	)		—			—
Administrative and miscellaneous		18,009			13,871			13,796			12,759			6,964			8
Depreciation and amortization		50,661			46,146			34,800			21,783			5,638			542
Total expenses		100,532			86,499			68,444			47,586			15,766			929
Operating income (loss)		29,791			26,043			15,977			4,807			(2,447	)		639
Interest expense		(24,167	)		(18,944	)		(15,650	)		(12,258	)		(3,366	)		(483	)
Interest income		240			204			173			297			166			—
Income (loss) from equity in unconsolidated entities		2,578			40			(320	)		—			—			—
Gain on acquisition of real estate and sale of land parcel		—			—			—			1,479			978			—
Changes in fair value of financial instruments		—			230			1,530			1,154			—			—
Loss on extinguishment of debt from sale of real estate asset		(5,192	)		—			—			—			—			—
Gain on sale of real estate assets		5,842			—			—			—			—			—
Income (loss) from continuing operations		9,092			7,573			1,710			(4,521	)		(4,669	)		156
Income from discontinued operations before gain on sale of real estate assets		—			464			135			1,044			796			—
Gain on sale of real estate assets from discontinued operations		—			12,055			—			3,976			—			—
Income from discontinued operations		—			12,519			135			5,020			796			—
Net income (loss)		9,092			20,092			1,845			499			(3,873	)		156
Net (income) loss attributable to non-controlling interests		(366	)		(335	)		(279	)		(104	)		—			(290	)
Net income (loss) attributable to Excel Trust, L.P. and controlling interests of the Predecessor		8,726			19,757			1,566			395			(3,873	)		(134	)
Preferred stock dividends		(10,380	)		(10,976	)		(10,353	)		(3,228	)		—			—
Cost of redemption of preferred stock		(1,687	)		—			—			—			—			—
Net loss attributable to unitholders and controlling interests of the Predecessor	$	(3,341	)	$	8,781		$	(8,787	)	$	(2,833	)	$	(3,873	)	$	(134	)
Loss from continuing operations per unit attributable to the unitholders — basic and diluted	$	(0.07	)	$	(0.09	)	$	(0.26	)	$	(0.36	)	$	(0.29	)
Net (loss) income per unit attributable to the unitholders — basic and diluted	$	(0.07	)	$	0.17		$	(0.26	)	$	(0.15	)	$	(0.24	)
Weighted-average common operating partnership units outstanding — basic and diluted		55,495		$	48,123			35,912			23,726			16,151
Dividends declared per common operating partnership unit	$	0.70		$	0.685		$	0.65		$	0.605		$	0.20
Other Data
Funds from operations	$	39,933		$	44,619		$	27,306		$	15,218		$	1,876		$	698
Cash flow provided by operations	$	58,854		$	52,524		$	39,892		$	20,986		$	3,920		$	301
Cash flow used in investing activities	$	(390,839	)	$	(163,430	)	$	(280,132	)	$	(123,295	)	$	(327,284	)	$	(238	)
Cash flow provided (used) in financing activities	$	335,343		$	108,555		$	240,544		$	101,076		$	329,889		$	(724	)

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	The Operating Partnership
	As of December 31,
(Dollars in thousands)	2014		2013		2012		2011		2010
Balance Sheet Data
Properties, net	$	1,452,846	$	1,086,086	$	944,363	$	583,959	$	365,112
Cash and cash equivalents		6,603		3,245		5,596		5,292		6,525
Total assets		1,647,137		1,218,821		1,079,254		687,671		441,088
Mortgage and notes payable		430,748		430,691		408,935		265,961		222,427
Unsecured notes		398,758		100,000		—		—		—
Total liabilities		919,171		591,437		470,482		306,685		244,478
Partners’ capital		725,469		625,723		606,927		378,975		195,185
Non-controlling interests		2,497		1,661		1,845		2,011		1,425
Total liabilities and capital		1,647,137		1,218,821		1,079,254		687,671		441,088
Other Data
Operating properties
Number(1)		41		36		34		21		21
Total owned GLA		7,655,723		6,175,069		5,691,312		3,809,383		2,593,908
Other properties (land)(2)		4		2		1		2		3

(1) Total number of operating properties includes two consolidated joint ventures (we own 50% and 80% interests in two consolidated joint ventures) and one unconsolidated joint venture.

(2) Other properties (land) represents Phase II of our Chimney Rock property and Phase III of our Plaza at Rockwall property (previous phases of each property are classified as operating properties) and two undeveloped land parcels, Southlake Park Village and West Broad Marketplace, which are currently under development and are expected to contain approximately 707,000 square feet of GLA upon completion.

The following table presents a reconciliation of FFO⁽¹⁾ for Excel Trust, Inc. and Excel Trust, L.P. for the periods presented (in thousands):

	The Company															The Predecessor
	2014			2013			2012			2011			Period from April 28, 2010 to December 31, 2010			Period from January 1, 2010 to April 27, 2010
Net (loss) income attributable to the common stockholders and the Predecessor	$	(3,315	)	$	8,548		$	(8,490	)	$	(2,780	)	$	(3,725	)	$	(134	)
Non-controlling interests in operating partnership(2)		(26	)		233			(297	)		(53	)		(148	)		290
Depreciation and amortization		50,661			46,839			36,021			23,705			6,727			542
Depreciation and amortization related to joint ventures(3)		580			1,054			72			(199	)		—			—
Gain on acquisition of real estate and sale of land parcel		—			—			—			(1,479	)		(978	)		—
Gain on sale of real estate assets(4)		(7,967	)		(12,055	)		—			(3,976	)		—			—
Funds from operations	$	39,933		$	44,619		$	27,306		$	15,218		$	1,876		$	698

(1) We present FFO because we consider FFO an important supplemental measure of our operating performance and believe it is frequently used by securities analysts, investors and other interested parties in the evaluation of REITs, many of which present FFO when reporting their results. See Item 7 for a further discussion of FFO.

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(2) Net income allocable to non-controlling interests in the Operating Partnership is included in net income (loss) attributable to unitholders of the Operating Partnership as reflected in the consolidated financial statements of Excel Trust, L.P., included elsewhere herein.

(3) Includes a reduction for 50% of the depreciation and amortization expense for the proportionate share at our Dothan property not owned by us and an increase for our proportionate share of depreciation and amortization expense at the unconsolidated La Costa Town Center (sold in October 2014) and The Fountains at Bay Hill properties.

(4) The gain on sale of real estate assets for the year ended December 31, 2014 includes a gain of $2.1 million related to the disposition of our equity method investment in the La Costa Town Center property.

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ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion should be read in conjunction with the financial statements and notes thereto appearing elsewhere in this report. We make statements in this section that are forward-looking statements within the meaning of the federal securities laws. For a complete discussion of forward-looking statements, see the section above entitled “Item 1. Business — Forward-Looking Statements.” Certain risk factors may cause our actual results performance or achievements to differ materially from those expressed or implied by the following discussion. For a discussion of such risk factors, see the section above entitled “Item 1A. Risk Factors.”

Overview

We are a vertically integrated, self-administered, self-managed real estate firm with the principal objective of acquiring, financing, developing, leasing, owning and managing community and power centers, grocery anchored neighborhood centers and freestanding retail properties. Our strategy is to acquire high quality, well-located, dominant retail properties that generate attractive risk-adjusted returns. We target competitively protected properties in communities that have stable demographics and have historically exhibited favorable trends, such as strong population and income growth. We generally lease our properties to national and regional supermarket chains, big-box retailers and select national retailers that frequently offer necessity and value oriented items and generate regular consumer traffic. Our tenants often carry goods that are less impacted by fluctuations in the broader U.S. economy and consumers’ disposable income, which we believe generates more predictable property-level cash flows.

As of December 31, 2014, we owned an operating portfolio consisting of 38 retail properties totaling approximately 7.2 million square feet of gross leasable area, GLA (including 50% and 80% interests in two consolidated joint ventures), which were approximately 94.3% leased and had a weighted average remaining lease term of approximately six years, based on GLA (one retail property also contains 339 apartment units on the upper levels of the shopping center, which were 91.1% leased as of December 31, 2014). We also owned two commercial office properties, Excel Center, a portion of which is utilized as our corporate headquarters, and the Promenade Corporate Center. These properties total 338,339 square feet of GLA and were approximately 85.0% leased as of December 31, 2014. In addition, we held an ownership interest in one unconsolidated retail property totaling 103,767 square feet of GLA, which was approximately 92.4% leased as of December 31, 2014. Our non-operating properties consisted of Phase II of our Chimney Rock property and Phase III of our Plaza at Rockwall property and two land parcels, Southlake Park Village and West Broad Marketplace, which are currently under development and are expected to contain approximately 707,000 square feet of GLA upon completion. Phase I of our Chimney Rock property and Phases I and II of our Plaza at Rockwall property are classified as operating properties.

The following table reflects our total portfolio at December 31, 2014 (a property is reclassified from development to the operating portfolio at the earlier of 85% occupancy or one year from completion and delivery of the space):

	Gross Leasable Area (GLA)		% Occupied			% Leased			Number of Properties
Operating Portfolio:
Retail properties		7,213,617		92.9	%		94.3	%		38
Multi-family properties(1)		339 units		n/a			91.1	%		n/a
Office properties		338,339		85.0	%		85.0	%		2
Total/weighted-average operating portfolio		7,551,956		92.6	%		93.9	%		40
Development properties(2)		706,731		—			—			2
Unconsolidated properties(3)		103,767		92.4	%		92.4	%		1
Total/weighted-average portfolio		8,362,454		85.7	%		90.6	%		43

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(1) Includes the 339 apartment units on the upper levels of our West Broad Village retail shopping center (the number of apartment units and leased percentage are not included in the total/weighted-average).

(2) Our non-operating/development properties consisted of Phase II of our Chimney Rock and Phase III of our Plaza at Rockwall properties and undeveloped land parcels at our West Broad Marketplace and Southlake Park Village properties, which are currently under development and are expected to contain approximately 707,000 square feet of GLA upon completion. Phase I of our Chimney Rock property and Phases I and II of our Plaza at Rockwall property are classified as operating properties.

(3) Includes The Fountains at Bay Hill property in which we hold a 50% ownership interest.

Our operations are carried on primarily through the Operating Partnership. Pursuant to contribution agreements, we and the Operating Partnership received a contribution of interests in four properties as well as the property management, leasing and real estate development operations of the properties in exchange for the issuance of shares of our common stock or operating partnership units and/or the payment of cash to the contributors and the assumption of debt and other specified liabilities in connection with our IPO.

We receive income primarily from rents and reimbursement payments received from tenants under existing leases at each of our properties. Potential impacts to our income include unanticipated tenant vacancies, vacancy of space that takes longer to re-lease and, for non triple-net leases, operating costs that cannot be recovered from our tenants through contractual reimbursement formulas in our leases. Our operating results therefore depend materially on the ability of our tenants to make required payments and overall real estate market conditions.

Factors That May Influence Future Results of Operations

Rental Revenue and Tenant Recoveries. The amount of rental revenue and tenant recoveries generated by our portfolio depends principally on our ability to maintain the occupancy rates of currently leased space and to lease currently available space and space available from lease terminations. As of December 31, 2014, our consolidated retail properties were approximately 94.3% leased, our multi-family property was approximately 91.1% leased and our office properties were approximately 85.0% leased. The amount of rental revenue generated by us also depends on our ability to maintain or increase rental rates at our properties. Positive or negative trends in our geographic areas or the retail market could adversely affect our rental revenue and tenant recoveries in future periods. In addition, growth in rental income will partially depend on our ability to acquire additional retail properties that meet our investment criteria.

Lease Expirations. Our ability to re-lease space subject to expiring leases will impact our results of operations and is affected by economic and competitive conditions in our markets as well as the desirability of our individual properties. The leases scheduled to expire in the twelve months ending December 31, 2015 and December 31, 2016 represent 7.6% and 6.6%, respectively, of our total retail GLA and 8.8% and 8.4%, respectively, of our annualized base rental revenue.

Market Conditions. We seek investment opportunities throughout the United States; however, we focus on the West Coast, East Coast and Sunbelt regions. Positive or negative changes in conditions in these markets will impact our overall performance. Future economic downturns or regional downturns affecting our target markets or downturns in the retail industry that impair our ability to renew or re-lease space as well as the ability of our tenants to fulfill their lease commitments, as such in the case of tenant bankruptcies, could adversely affect our ability to maintain or increase rental rates at our properties. Despite continued uncertainty in the national economy and the pace of the current economic recovery, we believe that our target markets are characterized by attractive demographics and property fundamental trends.

Operating Expenses. Our operating expenses generally consist of maintenance and repair expenses, real estate taxes, management fees and other operating expenses. For select properties, our operating expenses are controlled, in part, by negotiating expense pass-through provisions in tenant leases for most operating expenses. Most of the leases of our properties require tenants to pay all of their direct operating expenses as well as their

46

pro rata share of substantially all of their indirect operating expenses, including common area maintenance, real estate taxes and insurance. Tenants in the office building pay for their direct operating expenses as well as their pro rata share of indirect operating expenses, including real estate taxes and insurance to the extent those expenses increase above the initial year of their respective lease. Increases or decreases in such operating expenses will impact our overall performance.

General and Administrative Expenses. We incur general and administrative expenses, including legal, accounting and other expenses related to corporate governance, public reporting, and compliance with various provisions of the Sarbanes-Oxley Act of 2002. We anticipate that our staffing levels will increase as we acquire additional assets and, as a result, our general and administrative expenses will increase.

Critical Accounting Policies

Our discussion and analysis of our financial condition and results of operations are based upon our consolidated financial statements, which have been prepared in accordance with generally accepted accounting principles, or GAAP. Our significant accounting policies are described in the notes to our consolidated financial statements. The preparation of these financial statements in conformity with GAAP requires us to make estimates, judgments and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses. We base these estimates, judgments and assumptions on historical experience and on various other factors that we believe to be reasonable under the circumstances. Actual results may differ from these estimates under different assumptions or conditions, as described below. We believe our critical accounting policies are as follows:

Investments in Real Estate

Investments in real estate are carried at depreciated cost. Depreciation and amortization are recorded on a straight-line basis over the estimated useful lives of the assets as follows:

Buildings and improvements	15 to 40 years
Tenant improvements	Shorter of the useful lives or the terms of the related leases
Acquired in-place leases	Non-cancelable term of the related lease

Our estimates of useful lives have a direct impact on our net income. If expected useful lives of our investments in real estate were shortened, we would depreciate the assets over a shorter time period, resulting in an increase to depreciation expense and a corresponding decrease to net income on an annual basis.

Management must make significant assumptions in determining the value of assets and liabilities acquired. The use of different assumptions in the recording of the purchase cost of the acquired properties would affect the timing of recognition of the related revenue and expenses. The fair value of tangible assets of an acquired property (which includes land, buildings, and improvements) is determined by valuing the property as if it were vacant, and the “as-if-vacant” value is then recorded to land, buildings and improvements based on management’s determination of the relative fair value of these assets. Factors considered by us in performing these analyses include an estimate of the carrying costs during the expected lease-up periods, current market conditions and costs to execute similar leases. In estimating carrying costs, we include real estate taxes, insurance and other operating expenses, and estimates of lost rental revenue during the expected lease-up periods based on current market demand. The fair value of land is derived from comparable sales of land within the same submarket and/or region. The fair value of buildings and improvements, tenant improvements, site improvements, and leasing costs are based upon current market replacement costs and other relevant market rate information. Additionally, the purchase price of the applicable property is recorded to the above- or below-market value of in-place leases, the value of in-place leases and above- or below-market value of debt assumed.

The value recorded to the above- or below-market component of the acquired in-place leases is determined based upon the present value (using a discount rate which reflects the risks associated with the acquired leases) of

47

the difference between: (1) the contractual amounts to be paid pursuant to the lease over its remaining term, and (2) our estimate of the amounts that would be paid using fair market rates over the remaining term of the lease. The value recorded to below-market leases also includes the first renewal option if (1) the renewal option is a fixed price and (2) the fixed price is projected to be more than 15% below estimated fair market rates at the time of exercise. The amounts recorded to above- market leases are included in lease intangible assets, net in our accompanying balance sheets and amortized to rental income over the remaining non-cancelable lease term of the acquired leases with each property. The amounts recorded to below-market lease values are included in lease intangible liabilities, net in our accompanying balance sheets and amortized to rental income over the remaining non-cancelable lease term plus any below-market fixed price renewal options of the acquired leases with each property.

The value recorded to above- or below-market debt is determined based upon the present value of the difference between the cash flow stream of the assumed mortgage and the cash flow stream of a market rate mortgage. The amounts recorded to above- or below-market debt are included in mortgage loan payables, net on our accompanying balance sheets and are amortized to interest expense over the remaining term of the assumed mortgage.

Costs incurred in connection with the development or construction of properties and improvements are capitalized. Capitalized costs include pre-construction costs essential to the development of the property, development costs, construction costs, interest costs, real estate taxes and other direct costs incurred during the period of development. We capitalize costs on land and buildings under development until construction is substantially complete and the property is held available for occupancy. The determination of when a development project is substantially complete and when capitalization must cease involves a degree of judgment. We consider a construction project as substantially complete and held available for occupancy upon the completion of landlord-owned tenant improvements or when the lessee takes possession of the unimproved space for construction of its own improvements, but no later than one year from cessation of major construction activity. We cease capitalization on the portion substantially completed and occupied or held available for occupancy, and capitalize only those costs associated with any remaining portion under construction.

We may provide the developer/manager for development projects at certain properties with a profit participation interest based on a percentage interest in the positive cash flows of the completed project after we have received distributions returning all of our capital investment plus a required rate of return. We initially record the profit participation interests at the estimated fair value of the obligation at the time of execution of the related agreement. The obligation is adjusted at each reporting date to the greater of the initial fair value at execution, or the amount that would be owed if the obligation were to be settled as of the reporting date. A corresponding amount is recorded as construction in progress for the initial value of the profit participation interests and any subsequent changes during the period in which the project is under development. Any changes to the value of the profit participation interests after construction has been completed are recorded as a charge to earnings.

Maintenance and repairs costs are charged to expense as incurred and significant replacements and betterments are capitalized and depreciated over their estimated useful lives. Maintenance and repairs costs include all costs that do not extend the useful life of an asset or increase its operating efficiency. Significant replacements and betterments represent costs that extend an asset’s useful life or increase its operating efficiency.

We review long-lived assets and certain identifiable intangible assets for impairment whenever events or circumstances indicate that the carrying amount of an asset may not be recoverable. We assess whether there has been impairment in the value of a long-lived asset by considering expected future operating income, trends and prospects, as well as the effects of demand, competition and other economic factors. Such factors include the tenants’ ability to perform their duties and pay rent under the terms of the leases. The determination of recoverability is made for each long-lived asset based upon the estimated undiscounted future net cash flows, excluding interest expense, expected to result from the long-lived asset’s use and eventual disposition. The amount of impairment loss, if any, is determined by comparing the fair value, as determined by a discounted cash

48

flows analysis, with the carrying value of the related assets. These cash flows consider factors such as expected future operating income, trends and prospects, as well as the effects of leasing demand, competition and other factors. Although our strategy is to hold our properties over a long-term period, if the strategy changes or market conditions dictate that the sale of properties at an earlier date would be preferable, an impairment loss may be recognized to reduce the property to the lower of the carrying amount or fair value less cost to sell. Long-lived assets classified as held for sale are measured at the lower of the carrying amount or fair value less cost to sell.

Revenue Recognition

We commence revenue recognition on our leases based on a number of factors. In most cases, revenue recognition under a lease begins when the lessee takes possession of or controls the physical use of the leased asset. Generally, this occurs on the lease commencement date. In determining what constitutes the leased asset, we evaluate whether we or the lessee is the owner, for accounting purposes, of the tenant improvements. If we are the owner, for accounting purposes, of the tenant improvements, then the leased asset is the finished space and revenue recognition begins when the lessee takes possession of the finished space, typically when the improvements are substantially complete. If we conclude that we are not the owner, for accounting purposes, of the tenant improvements (the lessee is the owner), then the leased asset is the unimproved space and any tenant improvement allowances funded under the lease are treated as lease incentives, which reduce revenue recognized on a straight-line basis over the remaining non-cancelable term of the respective lease. In these circumstances, we begin revenue recognition when the lessee takes possession of the unimproved space for the lessee to construct improvements. The determination of who is the owner, for accounting purposes, of the tenant improvements determines the nature of the leased asset and when revenue recognition under a lease begins. We consider a number of different factors to evaluate whether we or the lessee is the owner of the tenant improvements for accounting purposes. These factors include:

• whether the lease stipulates how and on what a tenant improvement allowance may be spent,

• whether the tenant or landlord retains legal title to the improvements,

• the uniqueness of the improvements,

• the expected economic life of the tenant improvements relative to the length of the lease,

• the responsible party for construction cost overruns, and

• who constructs or directs the construction of the improvements.

The determination of who owns the tenant improvements, for accounting purposes, is subject to significant judgment. In making that determination we consider all of the above factors. However, no one factor is determinative in reaching a conclusion.

All leases are classified as operating leases and minimum rents are recognized on a straight-line basis over the term of the related lease. The excess of rents recognized over amounts contractually due pursuant to the underlying leases is included in deferred rent receivable on the accompanying balance sheets and contractually due but unpaid rents are included in accounts receivable. If a lease were to be terminated or if termination were determined to be likely (e.g., in the case of a tenant bankruptcy) prior to its contractual expiration, amortization of the related unamortized above- or below-market lease intangible would be accelerated and such amounts in addition to any deferred rent receivable would be written off.

Substantially all of our retail rental operations expenses, consisting of real estate taxes, insurance and common area maintenance costs are recoverable from tenants under the terms of our lease agreements. Amounts recovered are dependent on several factors, including occupancy and lease terms. Revenues are recognized in the period the expenses are incurred. The reimbursements are recognized in revenues as tenant recoveries, and the expenses are recorded in rental operations expenses, as we are generally the primary obligor with respect to purchasing goods and services from third-party suppliers, have discretion in selecting the supplier and bear the credit risk.

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Lease termination fees are recognized when the related leases are canceled, the amounts to be received are fixed and determinable and collectability is assured, and we have no continuing obligation to provide space to former tenants. Percentage rent is income arising from retail tenant leases that is contingent upon tenant sales exceeding defined thresholds. These rents are recognized only after the contingency has been removed (i.e., when tenant sales thresholds have been achieved).

We maintain an allowance for doubtful accounts for estimated losses resulting from the inability of tenants to make required rent and tenant recovery payments or defaults. We may also maintain an allowance for accrued straight-line rents and amounts due from lease terminations based on our assessment of the collectability of the balance.

Results of Operations

We operate through three reportable business segments: retail properties, multi-family properties and office properties. At December 31, 2014, we owned 38 consolidated retail operating properties with a total of approximately 7.2 million square feet of GLA. The multi-family segment consists of apartment units at one retail property, West Broad Village, which is located in Richmond, Virginia. The office segment consists of two properties, Excel Centre, a portion of which is utilized as our headquarters, and the Promenade Corporate Center. These office properties total 338,339 square feet of GLA.

The following table reflects leasing activity at our consolidated retail and office operating properties for comparable leases (leases executed for spaces in which there was a tenant at some point during the previous twelve-month period) and non-comparable leases during the year ended December 31, 2014:

	Number of Leases		GLA		Weighted- Average Lease Rate		Weighted- Average Prior Lease Rate		% Increase (Decrease)			Tenant Improvement Allowance (sf)		Leasing Commission (sf)
Comparable leases		127		708,752	$	18.19	$	17.20		5.8	%	$	1.37	$	1.40
Non-comparable leases		51		151,555	$	22.57		n/a		n/a		$	25.40	$	8.69
Total leasing activity		178		860,307

In the year ended December 31, 2014, we acquired five retail operating properties and two non-operating/development properties (not including the acquisition of land parcels that were previously not owned at the Brandywine Crossing retail property in Brandywine, Maryland, which is not considered a separate property) for a total of approximately $416.5 million, consisting of $373.8 million in cash and the assumption of a mortgage note in the amount of $42.7 million. We used borrowings from our unsecured revolving credit facility, our unsecured notes and proceeds from the issuance of common stock to acquire these properties.

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Comparison of the Year Ended December 31, 2014 to the Year Ended December 31, 2013

The following table sets forth historical financial information for properties contained in our operating portfolio, which are classified as same properties (all properties that we consolidated, owned and operated for the entirety of both periods being compared, except for properties that were entirely or primarily under redevelopment or development during either or both of the periods being compared), new properties (properties that were not owned during the entirety of the periods being compared, including properties that were sold during any of the periods being compared that are not classified as discontinued operations), redevelopment/development properties (properties that were entirely or primarily under redevelopment or development during either or both of the periods being compared) and corporate entities (legal entities performing general and administrative functions) (dollars in thousands, except on a per square foot basis):

	Same Properties(1)						New Properties(2)						Redevelopment/ Development Properties				Corporate				Total
	As of December 31,
	2014			2013			2014			2013			2014		2013		2014		2013		2014			2013
Rentable GLA		5,213,233			5,213,233			2,338,723			808,950			—		—		—		—		7,551,956			6,022,183
Percent leased		92.8	%		91.6	%		96.2	%		96.9	%		—		—		—		—		93.9	%		92.4	%
Number of properties		29			29			11			6			—		—		—		—		40			35
Percent of total portfolio		69.0	%		86.6	%		31.0	%		13.4	%		—		—		—		—		100.0	%		100.0	%

	Same Properties				New Properties				Redevelopment/ Development Properties(3)				Corporate						Total
	Year ended December 31,
	2014		2013		2014		2013		2014		2013		2014			2013			2014		2013
Rental revenue	$	85,584	$	84,735	$	19,823	$	7,692	$	402	$	99	$	(237	)	$	(232	)	$	105,572	$	92,294
Tenant recoveries		17,090		17,410		4,474		1,492		56		4		(15	)		(31	)		21,605		18,875
Other income		1,534		828		752		2		—		—		860			543			3,146		1,373
Total revenues		104,208		102,973		25,049		9,186		458		103		608			280			130,323		112,542
Rental operations(4)		27,382		27,328		5,502		1,741		171		26		(1,193	)		(1,045	)		31,862		28,050
Property operating income		76,826		75,645		19,547		7,445		287		77		1,801			1,325			98,461		84,492

(1) Excludes two properties, Walgreens — North Corbin and Grant Creek Towne Center, which were sold in 2013 and have been reflected as discontinued operations for the year ended December 31, 2013 presented in the accompanying consolidated financial statements contained elsewhere herein. These properties had been classified as Same Properties in previous filings with the SEC. Also excludes two properties — Lowe’s and Cedar Square (inline retail portion), which were sold during the year ended December 31, 2014 (the rentable GLA is excluded from the comparable information for the year ended December 31, 2013).

(2) Excludes two properties — Southlake Park Village and West Broad Marketplace, which were acquired in 2013 and 2014, respectively. These properties are currently under development and are considered non-operating properties. Includes additional parcels at two operating properties — The Promenade and Brandywine Crossing, which were acquired in 2013 and 2014, respectively.

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(3) Includes the results of operations for development properties (or development activities on portions of operating properties) that are not considered part of the operating portfolio.

(4) Amount includes the following expenses that are directly attributable to a property: maintenance and repairs, real estate taxes, management fees and other operating expenses.

The following table provides a reconciliation of property operating income (as defined in the table above) to net income for the years ended December 31, 2014 and 2013 (dollars in thousands):

	Year Ended
	December 31, 2014			December 31, 2013			Change		Percent Change
Property operating income	$	98,461		$	84,492		$	13,969		16.5	%
Unallocated income (expense):
Changes in fair value of contingent consideration		—			(1,568	)		1,568		n/a
General and administrative		18,009			13,871			4,138		29.8	%
Depreciation and amortization		50,661			46,146			4,515		9.8	%
Operating income		29,791			26,043			3,748		14.4	%
Interest expense, net		(23,927	)		(18,740	)		5,187		27.7	%
Income from equity in unconsolidated entities		2,578			40			2,538		6,345.0	%
Loss on extinguishment of debt from sale of real estate asset		(5,192	)		—			5,192		n/a
Gain on sale of real estate assets		5,842			—			5,842		n/a
Changes in fair value of financial instruments and gain on redemption of OP units		—			230			230		n/a
Income from continuing operations		9,092			7,573			1,519		20.1	%
Income from discontinued operations		—			12,519			12,519		n/a
Net income	$	9,092		$	20,092		$	11,000	$	54.7	%

Property operating income: Property operating income increased by $14.0 million, or 16.5%, to $98.5 million for the year ended December 31, 2014 compared to $84.5 million for the year ended December 31, 2013. The increase was primarily related to our acquisition of eleven retail operating properties (and two additional parcels at operating properties) in 2014 and 2013 and the commencement of a portion of the leases at a former development property in 2013.

Changes in fair value of contingent consideration: A gain of approximately $1.6 million was recognized in the year ended December 31, 2013 related to the reversal of an estimated contingent earn-out liability at one property as a result of a shortfall in expected leasing of vacant space at the property and a reduction in the contingent earn-out liability related to another property as a result of higher leasing costs than originally estimated (recognized as changes in fair value of contingent consideration in the consolidated statements of operations).

General and administrative: General and administrative expenses increased by $4.1 million, or 29.8%, to $18.0 million for the year ended December 31, 2014 compared to $13.9 million for the year ended December 31, 2013. The increase in general and administrative expenses was primarily due to an increase in share-based compensation expense compared to the prior period as a result of new restricted stock grants issued in March 2014 (share-based compensation expense of $4.6 million and $2.3 million for the year ended December 31, 2014 and 2013, respectively). In addition, there was an increase in personnel, acquisition, disposition and other infrastructure costs due to our continued growth.

Depreciation and amortization: Depreciation and amortization expense increased $4.5 million, or 9.8%, to $50.7 million for the year ended December 31, 2014 compared to $46.2 million for the year ended December 31,

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2013. The increase was primarily related to our acquisition of eleven retail operating properties (and two additional parcels at operating properties) in 2014 and 2013 and the commencement of depreciation at a former development property in 2013.

Interest expense, net: Interest expense increased $5.2 million, or 27.7%, to $23.9 million for the year ended December 31, 2014 compared to $18.7 million for the year ended December 31, 2013. The increase was primarily due to the issuance of $100.0 million of unsecured notes at a weighted-average interest rate of 4.6% in November 2013 and the issuance of $250.0 million of unsecured notes at an interest rate of 4.625% in May 2014. The proceeds from these issuances were primarily utilized to repay outstanding borrowings under our unsecured revolving credit facility, which carried a lower variable interest rate. In addition, the increase was due to our assumption of approximately $50.0 million of mortgage notes in connection with our acquisition of the additional land parcel at The Promenade retail center in August 2013 and our acquisition of the Downtown at the Gardens property in October 2014.

Income from equity in unconsolidated entities: Income of $2.6 million for the year ended December 31, 2014 was comprised of a gain of $2.1 million on the disposition of investment in the La Costa Town Center property and our proportionate share of the net income from the operations of our unconsolidated properties. On October 9, 2014, we completed the disposition of our investment in the La Costa LLC in connection with the sale of the La Costa Town Center property. Income of $40,000 for the year ended December 31, 2013 was comprised of our proportionate share of the net income from the operations of our unconsolidated properties.

Loss on extinguishment of debt from sale of real estate asset and gain on sale of real estate assets: A loss of $5.2 million was recognized on the prepayment of the mortgage note at our Lowe’s property, which was a closing condition of the transaction and repaid concurrent with the sale of the property on October 23, 2014. The sale of the Lowe’s property for a sales price of approximately $24.4 million and the subsequent sale of the inline retail portion of our Cedar Square property on November 10, 2014 for a sales price of approximately $3.0 million resulted in a gain on sale of real estate assets of approximately $5.8 million.

Changes in fair value of financial instruments and gain on redemption of OP units: A gain on changes in fair value of financial instruments and gain on OP unit redemption of approximately $230,000 was recognized in the year ended December 31, 2013 due to (1) the redemption of 19,904 OP units and (2) the expiration of the guaranteed redemption period for OP units issued in connection with the 2011 Edwards Theatres acquisition, which resulted in the recognition of a gain of approximately $246,000 representing the unutilized portion of the remaining redemption provision (see Note 19 to the consolidated financial statements contained elsewhere herein for further discussion).

Income from discontinued operations: Income of $12.5 million (including a gain on sale of approximately $12.1 million) for the year ended December 31, 2013 represents the operations of our Walgreens and Grant Creek Town Center properties, which were sold on July 19, 2013 and September 13, 2013, respectively. As a result of these dispositions, the historic operations of these properties have been classified as discontinued operations within the consolidated statements of income for all periods presented (see Note 14 of the consolidated financial statements contained elsewhere herein for further discussion).

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Comparison of the Year Ended December 31, 2013 to the Year Ended December 31, 2012

The following table sets forth historical financial information for properties contained in our operating portfolio, which are classified as same properties (all properties that we consolidated, owned and operated for the entirety of both periods being compared, except for properties that were entirely or primarily under redevelopment or development during either or both of the periods being compared), new properties (properties that were not owned during the entirety of the periods being compared, including properties that were sold during any of the periods being compared that are not classified as discontinued operations), redevelopment/development properties (properties that were entirely or primarily under redevelopment or development during either or both of the periods being compared) and corporate entities (legal entities performing general and administrative functions) (dollars in thousands, except on a per square foot basis):

	Same Properties(1)						New Properties(2)						Redevelopment/ Development Properties						Corporate				Total
	As of December 31,
	2013			2012			2013			2012			2013			2012			2013		2012		2013			2012
Rentable GLA		3,738,318			3,738,318			2,318,158			1,448,148			118,593			118,593			—		—		6,175,069			5,305,059
Percent leased		95.0	%		94.6	%		91.2	%		86.7	%		100.0	%		94.1	%		—		—		93.7	%		92.5	%
Number of properties		19			19			16			10			1			1			—		—		36			30
Percent of total portfolio		60.5	%		70.4	%		37.5	%		27.3	%		1.9	%		2.2	%		—		—		100.0	%		100.0	%

	Same Properties				New Properties				Redevelopment/ Development Properties(3)				Corporate						Total
	Year ended December 31,
	2013		2012		2013		2012		2013		2012		2013			2012			2013		2012
Rental revenue	$	54,776	$	54,327	$	35,966	$	13,922	$	1,784	$	1,136	$	(232	)	$	(230	)	$	92,294	$	69,155
Tenant recoveries		13,046		12,064		5,607		1,557		253		214		(31	)		—			18,875		13,835
Other income		156		102		674		244		—		1		543			1,084			1,373		1,431
Total revenues		67,978		66,493		42,247		15,723		2,037		1,351		280			854			112,542		84,421
Rental operations(4)		16,949		16,376		11,813		4,598		334		254		(1,046	)		(1,099	)		28,050		20,129
Property operating income		51,029		50,117		30,434		11,125		1,703		1,097		1,326			1,953			84,492		64,292

(1) Excludes two properties, Walgreens — North Corbin and Grant Creek Towne Center, which were sold in 2013 and have been reflected as discontinued operations for all periods presented in the accompanying consolidated financial statements contained elsewhere herein. These properties had been classified as Same Properties in previous filings with the SEC.

(2) Includes a property that was consolidated for a portion of 2012, but is part of an unconsolidated joint venture in 2013.

(3) Includes the results of operations for development properties (or development activities on portions of operating properties) that are not considered part of the operating portfolio.

(4) Amount includes the following expenses that are directly attributable to a property: maintenance and repairs, real estate taxes, management fees and other operating expenses.

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The following table provides a reconciliation of property operating income (as defined in the table above) to net income for the years ended December 31, 2013 and 2012 (dollars in thousands):

	Year Ended
	December 31, 2013			December 31, 2012			Change		Percent Change
Property operating income	$	84,492		$	64,292		$	20,200		31.4	%
Unallocated income (expense):
Changes in fair value of contingent consideration		(1,568	)		(281	)		1,287		458.0	%
General and administrative		13,871			13,796			75		0.5	%
Depreciation and amortization		46,146			34,800			11,346		32.6	%
Operating income		26,043			15,977			10,066		63.0	%
Interest expense, net		(18,740	)		(15,477	)		3,263		21.1	%
Income (loss) from equity in unconsolidated entities		40			(320	)		360		112.5	%
Changes in fair value of financial instruments and gain on redemption of OP units		230			1,530			1,300		85.0	%
Income from continuing operations		7,573			1,710			5,863		342.9	%
Income from discontinued operations		12,519			135			12,384		9,173.3	%
Net income	$	20,092		$	1,845		$	18,247	$	989.0	%

Property operating income: Property operating income increased by $20.2 million, or 31.4%, to $84.5 million for the year ended December 31, 2013 compared to $64.3 million for the year ended December 31, 2012. The increase was primarily related to our acquisition of 16 retail operating properties and one development property in 2013 and 2012 (including our acquisition of a separate land parcel at The Promenade in 2013, which is not considered a separate property) and the commencement of a portion of the leases at our development property in 2013.

Changes in fair value of contingent consideration: A gain of approximately $1.6 million was recognized in the year ended December 31, 2013 related to the reversal of an estimated contingent earn-out liability for one property as a result of a shortfall in expected leasing of vacant space at the property and a reduction in the contingent earn-out liability related to another property as a result of higher leasing costs than originally estimated (recognized as changes in fair value of contingent consideration in the consolidated statements of operations). A gain of approximately $281,000 was recognized in the year ended December 31, 2012 as a result of an increase in the estimated fair value of funds to be received from escrow in connection with a master lease agreement related to the Promenade Corporate Center acquisition.

General and administrative: General and administrative expenses increased by $75,000, or 0.5%, to $13.9 million for the year ended December 31, 2013 compared to $13.8 million for the year ended December 31, 2012. The increase was primarily related to higher compensation and benefits costs associated with an increase in the number of employees due to our continued growth, partially offset by a decrease in share-based compensation expense as a result of the graded vesting method of recognizing compensation expense related to the 2011 performance-based stock awards, which resulted in declining amounts of compensation expense in 2013 as compared to 2012. Included in general and administrative expenses was share-based compensation expense for the year ended December 31, 2013 and 2012 of $2.3 million and $3.2 million, respectively. An increase in corporate infrastructure and other professional fees was partially offset by a decrease in acquisition costs.

Depreciation and amortization: Depreciation and amortization expense increased $11.3 million, or 32.6%, to $46.1 million for the year ended December 31, 2013 compared to $34.8 million for the year ended December 31, 2012. The increase was primarily related to our acquisition of 16 retail operating properties and one development property in 2013 and 2012 (including our acquisition of a separate land parcel at The Promenade in 2013, which is not considered a separate property) and the commencement of depreciation at our development property in 2012.

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Interest expense, net: Interest expense increased $3.2 million, or 21.1%, to $18.7 million for the year ended December 31, 2013 compared to $15.5 million for the year ended December 31, 2012. The increase was primarily due to the assumption of approximately $85.5 million of mortgage debt in connection with our property acquisitions in 2013 and 2012, an increase in the average borrowings outstanding on our unsecured revolving credit facility for the year ended December 31, 2013 as compared to the year ended December 31, 2012 and the issuance of $100.0 million of senior unsecured notes in November 2013 with a weighted-average fixed interest rate of 4.6%, partially offset by a decrease in the interest rate and fees associated with our unsecured revolving credit facility as a result of amendments in 2012 and 2013.

Income (loss) from equity in unconsolidated entities: In September 2012, we contributed our La Costa Town Center property to a newly-formed entity in which we hold a 20% ownership interest. We account for our ownership interest in a manner similar to the equity method of accounting. In October 2012, we purchased a 50% tenant-in-common interest in The Fountains at Bay Hill property, which we account for under the equity method of accounting. Both of these ownership interests are reflected in the accompanying consolidated balance sheets as an investment in unconsolidated entities (see Note 15 of the consolidated financial statements contained elsewhere herein for further discussion). Income of $40,000 and a loss of $320,000 recognized for the years ended December 31, 2013 and 2012, respectively, are comprised of our proportionate share of the net income or losses from the operations of these properties.

Changes in fair value of financial instruments and gain on redemption of OP units: A gain on changes in fair value of financial instruments and gain on OP unit redemption of approximately $230,000 was recognized in the year ended December 31, 2013 due to (1) the redemption of 19,904 OP units and (2) the expiration of the guaranteed redemption period for OP units issued in connection with the 2011 Edwards Theatres acquisition, which resulted in the recognition of a gain of approximately $246,000 representing the unutilized portion of the remaining redemption provision (see Note 19 to the consolidated financial statements contained elsewhere herein for further discussion). A gain of approximately $1.5 million was recognized in the year ended December 31, 2012 as a result of (1) a decrease in the estimated fair value of the redemption provision for OP units issued in connection with the 2011 Edwards Theatres acquisition and (2) the redemption of 571,570 OP units.

Income from discontinued operations: Income of $12.5 million (including a gain on sale of approximately $12.1 million) and $135,000 for the years ended December 31, 2013 and 2012, respectively, represent the operations of our Walgreens and Grant Creek Town Center properties, which were sold on July 19, 2013 and September 13, 2013, respectively. As a result of these dispositions, the historic operations of these properties have been classified as discontinued operations within the consolidated statements of income for all periods presented (see Note 14 of the consolidated financial statements contained elsewhere herein for further discussion).

Results of Operations Segments

We evaluate the performance of our segments based upon property operating income. “Property Operating Income” is defined as operating revenues (rental revenue, tenant recoveries and other income) less property operating expenses (maintenance and repairs, real estate taxes, management fees, and other operating expenses).

You should read the following discussion in conjunction with the segment information disclosed in Note 20 to our consolidated financial statements in accordance with ASC 280, Segment Reporting. Our results of operations for the years ended December 31, 2014, 2013 and 2012 may not be indicative of our future results of operations.

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The following table sets forth results of operations presented by segments for the years ended December 31, 2014 and 2013 (dollars in thousands):

	Year Ended
	December 31, 2014		December 31, 2013		Change		Percent Change
Revenues:
Retail properties	$	115,698	$	98,519	$	17,179		17.4	%
Office properties		9,205		8,610		595		6.9	%
Multi-family properties		5,420		5,413		7		0.1	%
Total revenues	$	130,323	$	112,542	$	17,781		15.8	%
Property operating expenses:
Retail properties	$	26,506	$	22,760	$	3,746		16.5	%
Office properties		3,492		3,456		36		1.0	%
Multi-family properties		1,864		1,834		30		1.6	%
Total property operating expenses	$	31,862	$	28,050	$	3,812		13.6	%

Comparison of the Year Ended December 31, 2014 to the Year Ended December 31, 2013

Revenue-retail properties: Retail property revenue increased by $17.2 million, or 17.4%, to $115.7 million for the year ended December 31, 2014 compared to $98.5 million for the year ended December 31, 2013. The increase was primarily related to our acquisition of eleven retail operating properties (and two additional parcels at operating properties) in 2014 and 2013 and the commencement of a portion of the leases at a former development property in 2013.

Revenue-office properties: Office property revenue increased by $595,000, or 6.9%, to $9.2 million for the year ended December 31, 2014 compared to $8.6 million for the year ended December 31, 2013. The increase is primarily related to a new lease of the top level of the parking structure at the Promenade Corporate Center in 2014, which increased parking revenues at the property.

Revenue-multi-family properties: Multi-family property revenue did not change significantly in 2014 ($5.4 million for each of the years ended December 31, 2014 and 2013).

Property operating expenses-retail properties: Property operating expenses related to our retail properties increased by $3.7 million, or 16.5%, to $26.5 million for the year ended December 31, 2014 compared to $22.8 million for the year ended December 31, 2013. The increase was primarily related to our acquisition of eleven retail operating properties (and two additional parcels at operating properties) in 2014 and 2013 and the commencement of a portion of the leases at a former development property in 2013.

Property operating expenses-office properties: Property operating expenses did not change significantly in 2014 ($3.5 million for each of the years ended December 31, 2014 and 2013).

Property operating expenses-multi-family properties: Property operating expenses did not change significantly in 2014 ($1.9 million and $1.8 million for the years ended December 31, 2014 and 2013, respectively).

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The following table sets forth results of operations presented by segments for the years ended December 31, 2013 and 2012 (dollars in thousands):

	Year Ended
	December 31, 2013		December 31, 2012		Change		Percent Change
Revenues:
Retail properties	$	98,519	$	74,825	$	23,694		31.7	%
Office properties		8,610		8,522		88		1.0	%
Multi-family properties		5,413		1,074		4,339		404.0	%
Total revenues	$	112,542	$	84,421	$	28,121		33.3	%
Property operating expenses:
Retail properties	$	22,760	$	16,642	$	6,118		36.8	%
Office properties		3,456		3,254		202		6.2	%
Multi-family properties		1,834		233		1,601		687.1	%
Total property operating expenses	$	28,050	$	20,129	$	7,921		39.4	%

Comparison of the Year Ended December 31, 2013 to the Year Ended December 31, 2012

Revenue-retail properties: Retail property revenue increased by $23.7 million, or 31.7%, to $98.5 million for the year ended December 31, 2013 compared to $74.8 million for the year ended December 31, 2012. The increase was primarily related to our acquisition of 16 retail operating properties and one development property in 2013 and 2012 (including our acquisition of a separate land parcel at The Promenade in 2013, which is not considered a separate property) and the commencement of a portion of the leases at a former development property in 2013.

Revenue-office properties: Office property revenue did not change significantly ($8.6 million and $8.5 million for the years ended December 31, 2013 and 2012, respectively). Rental revenue at our Excel Centre property increased as a direct result of an increase in leased GLA from 83.6% to 90.4% at December 31, 2012 and 2013, respectively. In addition, vacancies at our Promenade Corporate Center property as a result of lease expirations in 2013 have been largely released, resulting in an increase in leased GLA from 82.4% to 84.0% at December 31, 2012 and 2013, respectively. However, a number of significant leases executed in 2013 at our Promenade Corporate Center property did not commence revenue recognition until 2014, resulting in an overall decrease in rental revenue at the property for the year ended December 31, 2013.

Revenue-multi-family properties: Multi-family property revenue increased by $4.3 million, or 404.0%, to $5.4 million for the year ended December 31, 2013 compared to $1.1 million for the year ended December 31, 2012. The increase was primarily related to a full year of operations at our West Broad Village property in 2013 compared to approximately three months of operations in 2012 following acquisition in October 2012.

Property operating expenses-retail properties: Property operating expenses related to our retail properties increased by $6.1 million, or 36.8%, to $22.7 million for the year ended December 31, 2013 compared to $16.6 million for the year ended December 31, 2012. The increase was primarily related to our acquisition of 16 retail operating properties and one development property in 2013 and 2012 (including our acquisition of a separate land parcel at The Promenade in 2013, which is not considered a separate property) and operating expenses related to the commencement of a portion of the leases at a former development property in 2013.

Property operating expenses-office properties: Property operating expenses related to our office properties increased by $202,000, or 6.2%, to $3.5 million for the year ended December 31, 2013 compared to $3.3 million for the year ended December 31, 2012. The increase was primarily related to a full year of operations at our Promenade Corporate Center property in 2013 compared to approximately eleven months of operations in 2012 following acquisition in January 2012.

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Property operating expenses-multi-family properties: Property operating expenses related to our multi-family property increased by $1.6 million, or 687.1%, to $1.8 million for the year ended December 31, 2013 compared to $233,000 for the year ended December 31, 2012. The increase was primarily related to a full year of operations at our West Broad Village property in 2013 compared to approximately three months of operations in 2012 following acquisition in October 2012.

Cash Flows

The following is a comparison, for the years ended December 31, 2014 and 2013 and for the years ended December 31, 2013 and 2012, of the cash flows of the Company.

Comparison of the Year Ended December 31, 2014 to the Year Ended December 31, 2013

Cash and cash equivalents were $6.6 million and $3.2 million at December 31, 2014 and December 31, 2013, respectively.

Net cash provided by operating activities was $58.9 million for the year ended December 31, 2014 and $52.5 million for the year ended December 31, 2013, an increase of $6.4 million. The increase was primarily due to cash flow generated from the operation of new acquisitions and cash rent commencements on new leases.

Net cash used in investing activities was $390.8 million for the year ended December 31, 2014 compared to $163.4 million for the year ended December 31, 2013, an increase of $227.4 million. The increase was primarily the result of an increase in funds used for acquisitions and development of real estate of $244.9 million and the purchase of $10.5 million of marketable securities, partially offset by an increase in proceeds from the disposition of real estate assets and investments in unconsolidated entities of $24.8 million.

Net cash provided by financing activities was $335.3 million for the year ended December 31, 2014 compared to $108.5 million for the year ended December 31, 2013, an increase of $226.8 million. The increase was primarily due to higher net proceeds from the issuance of common stock of approximately $119.5 million as a result of the June 2014 common stock offering and proceeds from the issuance of the $250.0 million aggregate principal amount of unsecured notes and the $50.0 million aggregate principal amount term loan in 2014. This was partially offset by an increase in the repayment of outstanding borrowings on the unsecured line of credit of approximately $158.5 million and funds utilized for the repurchase of shares of common stock and shares of Series A preferred stock by the Parent Company of $22.6 million for the year ended December 31, 2014.

Comparison of the Year Ended December 31, 2013 to the Year Ended December 31, 2012

Cash and cash equivalents were $3.2 million and $5.6 million at December 31, 2013 and December 31, 2012, respectively.

Net cash provided by operating activities was $52.5 million for the year ended December 31, 2013 compared to $39.9 million for the year ended December 31, 2012, an increase of $12.6 million. The increase was primarily due to cash flow generated by acquisitions and cash rent starts on new leases, partially offset by a gain on the sale of real estate assets totaling approximately $12.1 million for the year ended December 31, 2013.

Net cash used in investing activities was $163.4 million for the year ended December 31, 2013 compared to $280.1 million for the year ended December 31, 2012, a decrease of $116.7 million. The decrease in net cash used in investing activities was primarily the result of a decrease in property acquisitions of $150.8 million compared to 2012, partially offset by an increase in expenditures for the development of property and property improvements of $14.0 million. We received proceeds of $21.3 million from the contribution of our La Costa Town Center property to an unconsolidated entity in September 2012 and proceeds of approximately $9.4 million from the sale of equity securities and the collection of an outstanding mortgage loan receivable in the amount of $2.0 million in 2012.

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Net cash provided by financing activities was $108.5 million for the year ended December 31, 2013 compared to $240.5 million for the year ended December 31, 2012, a decrease of $132.0 million. The decrease was primarily due to lower net proceeds from equity offerings of $173.4 million compared to 2012 and higher repayments of outstanding indebtedness in the amount of approximately $23.0 million, partially offset by an increase in proceeds from borrowings of notes payable as a direct result of our issuance of $100.0 million senior unsecured notes in November 2013.

Funds From Operations

We present funds from operations, or FFO, because we consider FFO an important supplemental measure of our operating performance and believe it is frequently used by securities analysts, investors and other interested parties in the evaluation of REITs, many of which present FFO when reporting their results. FFO is intended to exclude GAAP historical cost depreciation and amortization of real estate and related assets, which assumes that the value of real estate assets diminishes ratably over time. Historically, however, real estate values have risen or fallen with market conditions. Because FFO excludes depreciation and amortization unique to real estate, gains and losses from property dispositions and extraordinary items, it provides a performance measure that, when compared year-over-year, reflects the impact to operations from trends in occupancy rates, rental rates, operating costs, development activities and interest costs, providing perspective not immediately apparent from net income. We compute FFO in accordance with standards established by the National Association of Real Estate Investment Trusts, or NAREIT. As defined by NAREIT, FFO represents net income (loss) (computed in accordance with GAAP), excluding real estate-related depreciation and amortization, impairment charges and net gains (losses) on the disposition of real estate assets and after adjustments for unconsolidated partnerships and joint ventures. Our computation may differ from the methodology for calculating FFO utilized by other equity REITs and, accordingly, may not be comparable to such other REITs. Further, FFO does not represent amounts available for management’s discretionary use because of needed capital replacement or expansion, debt service obligations, or other commitments and uncertainties. FFO should not be considered as an alternative to net income (loss) (computed in accordance with GAAP) as an indicator of our financial performance or to cash flow from operating activities (computed in accordance with GAAP) as an indicator of our liquidity, nor is it indicative of funds available to fund our cash needs, including our ability to pay dividends or make distributions.

The following table presents a reconciliation of FFO of Excel Trust, Inc. and Excel Trust, L.P. for the years ended December 31, 2014, 2013 and 2012 (dollars in thousands):

	Year Ended December 31
	2014			2013			2012
Net (loss) income attributable to the common stockholders(1)	$	(3,315	)	$	8,548		$	(8,490	)
Non-controlling interests in operating partnership(1)		(26	)		233			(297	)
Depreciation and amortization		50,661			46,839			36,021
Depreciation and amortization related to joint ventures(2)		580			1,054			72
Gain on sale of real estate assets(3)		(7,967	)		(12,055	)		—
Funds from operations	$	39,933		$	44,619		$	27,306

(1) Net income allocable to non-controlling interests in the Operating Partnership is included in net income (loss) attributable to unitholders of the Operating Partnership as reflected in the consolidated financial statements of Excel Trust, L.P., included elsewhere herein.

(2) Includes a reduction for 50% of the depreciation and amortization expense for the proportionate share at our Dothan property not owned by us and an increase for our proportionate share of depreciation and amortization expense at the unconsolidated La Costa Town Center (sold in October 2014) and The Fountains at Bay Hill properties.

(3) The gain on sale of real estate assets for the year ended December 31, 2014 includes a gain of $2.1 million related to the disposition of our equity method investment in the La Costa Town Center property.

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Liquidity and Capital Resources of Excel Trust, Inc.

In this “Liquidity and Capital Resources of Excel Trust, Inc.” section, the term the “Company” refers only to Excel Trust, Inc. on an unconsolidated basis, and excludes the Operating Partnership and all other subsidiaries. For further discussion of the liquidity and capital resources of the Company on a consolidated basis, see the section entitled “Liquidity and Capital Resources of Excel Trust, L.P.” below.

Analysis of Liquidity and Capital Resources

The Company’s business is operated primarily through the Operating Partnership. The Company issues public equity from time to time, but does not otherwise generate any capital itself or conduct any business itself, other than incurring certain expenses in operating as a public company which are fully reimbursed by the Operating Partnership. The Company itself does not hold any indebtedness, and its only material asset is its ownership of partnership interests of the Operating Partnership. The Company’s principal funding requirement is the payment of dividends on its common and preferred shares. The Company’s principal source of funding for its dividend payments is distributions it receives from the Operating Partnership.

As of December 31, 2014, the Company owned an approximate 98.3% partnership interest in the Operating Partnership. The remaining 1.7% partnership interests are owned by non-affiliated investors and certain of the Company’s directors and executive officers. As the sole general partner of the Operating Partnership, the Company exercises exclusive and complete discretion over the Operating Partnership’s day-to-day management and control, can cause it to enter into certain major transactions, including acquisitions, dispositions and refinancings, and can cause changes in its line of business, capital structure and distribution policies.

The liquidity of the Company is dependent on the Operating Partnership’s ability to make sufficient distributions to the Company. The primary cash requirement of the Company is its payment of dividends to its stockholders. The Company also guarantees some of the Operating Partnership’s debt, as discussed further in Note 8 of the consolidated financial statements contained elsewhere herein. If the Operating Partnership fails to fulfill certain of its debt requirements, which trigger the Company’s guarantee obligations, then the Company will be required to fulfill its cash payment commitments under such guarantees. However, the Company’s only significant asset is its investment in the Operating Partnership.

We believe the Operating Partnership’s sources of working capital, specifically its cash flow from operations, and borrowings available under its unsecured revolving credit facility, are adequate for it to make its distribution payments to the Company and, in turn, for the Company to make its dividend payments to its stockholders for at least the next twelve months. However, we cannot assure you that the Operating Partnership’s sources of capital will continue to be available at all or in amounts sufficient to meet its needs, including its ability to make distribution payments to the Company. The unavailability of capital could adversely affect the Operating Partnership’s ability to pay distributions to the Company, which would in turn, adversely affect the Company’s ability to pay cash dividends to its stockholders.

Our short-term liquidity requirements consist primarily of funds to pay for future dividends expected to be paid to the Company’s stockholders and operating expenses and other expenditures directly associated with our properties, including:

• interest expense and scheduled principal payments on outstanding indebtedness,

• general and administrative expenses,

• anticipated and unanticipated capital expenditures, tenant improvements and leasing commissions,

• construction of the non-operating portion of some of our properties, and

• properties under contract or acquired after December 31, 2014.

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The Company has entered into equity distribution agreements, or the Equity Distribution Agreements, with four sales agents, under which the Company can issue and sell shares of its common stock from time to time through, at its discretion, any of the sales agents. The Equity Distribution Agreements were initially entered into in March 2012 and were subsequently amended and restated in May 2013, permitting additional sales with an aggregate offering price of up to $100.0 million. The sales of common stock made under the Equity Distribution Agreements are made in “at the market” offerings as defined in Rule 415 under the Securities Act. During the year ended December 31, 2013, the Company issued 3,211,928 shares of its common stock pursuant to the Equity Distribution Agreements, resulting in net proceeds of approximately $40.7 million at an average stock issuance price of $13.05 per share. The net proceeds of $40.7 million were contributed to the Operating Partnership in exchange for 3,211,928 OP units. During the year ended December 31, 2014, the Company did not issue any shares of its common stock. Subsequent to December 31, 2014, the Company issued 2,227,456 shares of its common stock pursuant to the Equity Distribution Agreements, resulting in net proceeds of approximately $30.2 million at an average stock issuance price of $13.75 per share. The net proceeds of $30.2 million were contributed to the Operating Partnership in exchange for 2,227,456 OP units. Approximately $64.4 million remains available under the Equity Distribution Agreements to issue and sell shares of the Company’s common stock (including the effect of the subsequent issuances).

On June 25, 2014, the Company completed the issuance of 12,650,000 shares of our common stock, including the exercise of the underwriters’ option to purchase an additional 1,650,000 shares, resulting in net proceeds of approximately $160.5 million, after deducting the underwriters’ discount and commissions and offering expenses. The net proceeds were contributed to the Operating Partnership in exchange for 12,650,000 OP units.

Future Uses of Cash

The Company may from time to time seek to repurchase or redeem the Operating Partnership’s outstanding debt, the Company’s shares of common stock or preferred stock or other securities in open market purchases, privately negotiated transactions or otherwise. Such repurchases or redemptions, if any, will depend on prevailing market conditions, our liquidity requirements, contractual restrictions and other factors. The amounts involved may be material.

As circumstances warrant, the Company may issue equity from time to time, dependent upon market conditions and available pricing. When the Company receives proceeds from preferred or common equity issuances, it is required by the Operating Partnership’s partnership agreement to contribute the proceeds from its equity issuances to the Operating Partnership in exchange for preferred or partnership units of the Operating Partnership. The Operating Partnership may use the proceeds to repay debt, including borrowings under its unsecured revolving credit facility, to acquire properties or for general corporate purposes.

We are also subject to the commitments discussed below under “Dividends and Distributions.”

Dividends and Distributions

For the Company to maintain its qualification as a REIT, it must pay dividends to its stockholders aggregating annually at least 90% of its ordinary taxable income (excluding any net capital gain). While historically the Company has satisfied this distribution requirement by making cash distributions to its stockholders, it may choose to satisfy this requirement by making distributions of cash or other property, including, in limited circumstances, the Company’s own stock. As a result of this distribution requirement, the Operating Partnership cannot rely on retained earnings to fund its ongoing operations to the same extent that other companies whose parent companies are not REITs can. The Company may need to continue to raise capital in the equity markets to fund the Operating Partnership’s working capital needs, acquisitions and developments.

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Liquidity and Capital Resources of Excel Trust, L.P.

In this “Liquidity and Capital Resources of Excel Trust, L.P.” section, the terms “we,” “our” and “us” refer to the Operating Partnership together with its consolidated subsidiaries or the Operating Partnership and Excel Trust, Inc. together with their consolidated subsidiaries, as the context requires. Excel Trust, Inc., is our sole general partner and consolidates our results of operations for financial reporting purposes. Because we operate on a consolidated basis with Excel Trust, Inc., the section entitled “Liquidity and Capital Resources of Excel Trust, Inc.” should be read in conjunction with this section to understand our liquidity and capital resources on a consolidated basis.

Analysis of Liquidity and Capital Resources

At December 31, 2014, we had $6.6 million of cash and cash equivalents on hand.

Our short-term liquidity requirements consist primarily of funds to pay for future distributions expected to be paid to Excel Trust, L.P.’s unitholders and operating expenses and other expenditures directly associated with our properties, including:

• interest expense and scheduled principal payments on outstanding indebtedness,

• general and administrative expenses,

• anticipated and unanticipated capital expenditures, tenant improvements and leasing commissions,

• construction of the non-operating portion of some of our properties, and

• properties under contract or acquired after December 31, 2014.

Our long term liquidity requirements consist primarily of funds to pay for property acquisitions, scheduled debt maturities, renovations, expansions, capital commitments, construction obligations and other non-recurring capital expenditures that need to be made periodically, and the costs associated with acquisitions and developments of new properties that we pursue.

We intend to satisfy our short-term liquidity requirements (excluding debt maturities) primarily through our existing working capital and cash provided by our operations. We believe our rental revenue net of operating expenses will generally provide sufficient cash inflows to meet our debt service obligations (excluding debt maturities), pay general and administrative expenses and fund regular distributions. We anticipate being able to refinance our debt service obligations, borrow from our unsecured revolving credit facility or issue additional OP units to pay for upcoming debt maturities. Subsequent to year-end, we repaid $20.0 million in outstanding borrowings from our unsecured revolving credit facility using proceeds from the purchase of OP units by our Parent Company. Additionally, we have the ability, with lender consent, to exercise the accordion feature of our unsecured revolving credit facility, which would increase the borrowing capacity to $500.0 million. We expect to incur approximately $84.0 million in construction costs relating to redevelopment or development projects on portions of existing operating properties and at our non-operating properties (Chimney Rock Phase II, West Broad Marketplace and Southlake Park Village). Funds for these costs are expected to come from new mortgage financing, unsecured notes offerings, borrowings from our unsecured revolving credit facility or construction loan and existing cash. We intend to satisfy our other long-term liquidity requirements through our existing working capital, cash provided by indebtedness and long-term secured and unsecured indebtedness. In addition, we may, from time to time, sell non-strategic assets, offer and sell additional equity and debt securities, warrants, rights and other securities to the extent necessary or advisable to meet our liquidity needs.

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As of December 31, 2014, our mortgage indebtedness consisted of the following (dollars in thousands):

Property Pledged as Collateral	Principal Balance		Contractual Interest Rate			Monthly Payment(1)		Maturity Date
The Promenade	$	46,125		4.80	%	$	344		October 2015
5000 South Hulen		13,174		5.60	%		83		April 2017
Lake Pleasant Pavilion		27,513		6.09	%		143		October 2017
West Broad Marketplace(2)		1,772		2.49	%		4		January 2018
Rite Aid — Vestavia Hills		833		7.25	%		21		October 2018
Living Spaces-Promenade		6,667		7.88	%		80		November 2019
West Broad Village(3)		39,700		3.33	%		110		May 2020
Downtown at the Gardens		42,545		4.60	%		253		June 2022
Northside Plaza(4)		12,000		0.05	%		1		November 2035
	$	190,329
Plus: premium(5)		2,419
Mortgage notes payable, net	$	192,748

(1) Amount represents the monthly payment of principal and interest at December 31, 2014.

(2) In December 2014, we entered into a $58.0 million construction loan in connection with our acquisition of a developable land parcel at our West Broad Marketplace property. The maturity date of the construction loan is January 2018, but may be extended for an additional two one-year periods through January 2020 upon the payment of an extension fee. As of December 31, 2014, the construction loan bore interest at the rate of LIBOR plus a margin of 230 basis points (variable interest rate of 2.49% at December 31, 2014).

(3) The loan at the West Broad Village property was refinanced in April 2013. Debt payments are interest-only through May 2016.

(4) The debt represents redevelopment revenue bonds to be used for the redevelopment of this property, which mature in November 2035. Interest is reset weekly and determined by the bond remarketing agent based on the market value of the bonds (interest rate of 0.05% at December 31, 2014). The interest rate on the bonds is currently priced off of the Securities Industry and Financial Markets Association Index but could change based on the credit of the bonds. The bonds are secured by a $12.1 million letter of credit issued by us from our unsecured revolving credit facility. An underwriter’s discount related to the original issuance of the bonds with a remaining balance of $100,000 at December 31, 2014 is being amortized as additional interest expense through November 2035.

(5) Represents (a) the fair value adjustment on assumed debt on acquired properties at the time of acquisition to account for below- or above-market interest rates and (b) an underwriter’s discount for the issuance of redevelopment bonds.

As of December 31, 2014, our unsecured revolving credit facility bore interest at the rate of LIBOR plus a margin of 90 to 170 basis points (margin of 130 basis point at December 31, 2014), depending on our credit rating. As of December 31, 2014, we were responsible for paying a fee of 0.25% or 0.30% on the full capacity of the facility. Borrowings under the unsecured revolving credit facility were $238.0 million and $179.5 million with a weighted-average interest rate of 1.47% and 1.67% at December 31, 2014 and 2013, respectively. As of December 31, 2014, we have issued $16.9 million in letters of credit from the unsecured revolving credit facility, which secure an outstanding $12.0 million bond payable for the Northside Mall property and construction activities at the Southlake Park Village property. The Northside Mall property bond is included with the mortgages payable on our consolidated balance sheets. At December 31, 2014, there was approximately $45.1 million available for borrowing under the unsecured revolving credit facility.

Our ability to borrow funds under the credit agreement, and the amount of funds available under the credit agreement at any particular time, are subject to us meeting borrowing base requirements. The amount of funds we can borrow is determined by the net operating income of its unencumbered assets that comprise the

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borrowing base (as defined in the credit agreement, as amended). We are also subject to financial covenants relating to maximum leverage ratios on unsecured, secured and overall debt, minimum fixed coverage ratios, minimum amount of net worth, dividend payment restrictions and certain investment limitations.

The following is a summary of key financial covenants and their covenant levels as of December 31, 2014:

	Required			Actual
Key financial covenants(1):
Ratio of total liabilities to total asset value (maximum)		60.0	%		49.8	%
Ratio of adjusted EBITDA to fixed charges (minimum)		1.50			2.40
Ratio of secured indebtedness to total asset value (maximum)		40.0	%		12.0	%

(1) For a complete listing of all debt covenants related to our consolidated indebtedness as well as definitions of the terms related to such covenants, please refer to our applicable filings with the SEC.

As of December 31, 2014, we believe that we were in compliance with all of the covenants under our credit agreement, as amended.

On May 12, 2014, we completed the issuance of $250.0 million aggregate principal amount of 4.625% senior unsecured notes due 2024, or the Notes due 2024. The Notes due 2024 bear interest at 4.625% per annum and were issued at 99.477% of the principal amount to yield 4.691% to maturity. Interest is payable on May 15 and November 15 of each year beginning November 15, 2014 until the maturity date of May 15, 2024. Our obligations under the Notes due 2024 are fully and unconditionally guaranteed by our Parent Company. We may redeem all or a portion of the Notes due 2024 upon notice to the holders. Proceeds from the issuance of the Notes due 2024 were used to repay a portion of the outstanding indebtedness under our unsecured revolving credit facility and for other general corporate and working capital purposes.

On December 18, 2014, we entered into a term loan agreement, or the Term Loan, with a borrowing capacity of up to $50.0 million. The Term Loan bears interest at the rate of LIBOR plus a margin of 115 basis points and has an initial maturity date of June 30, 2015, which may be extended for an additional five months at the our option and upon the payment of an extension fee. Outstanding borrowings may be prepaid by the Operating Partnership in whole or in part at any time prior to the maturity date with three days prior notice. Proceeds from the issuance of the Term Loan were used to fund a portion of the purchase price for the properties acquired in 2014 and for other general corporate and working capital purposes.

In connection with the Equity Distribution Agreements, we issued 2,227,456 OP units to the Parent Company subsequent to December 31, 2014 in exchange for net proceeds from the issuance of the Parent Company’s common stock of approximately $30.2 million, which were used to repay outstanding indebtedness under our unsecured revolving credit facility and for other general corporate and working capital purposes.

Future Uses of Cash

We may from time to time seek to repurchase or redeem our outstanding debt, OP units or preferred units (subject to the repurchase or redemption of an equivalent number of shares of common stock or preferred stock by Excel Trust, Inc.) or other securities, and Excel Trust, Inc. may seek to repurchase or redeem its outstanding shares of common stock or preferred stock or other securities, in each case in open market purchases, privately negotiated transactions or otherwise. Such repurchases or redemptions, if any, will depend on prevailing market conditions, our liquidity requirements, contractual restrictions and other factors. The amounts involved may be material.

As of December 31, 2014, our ratio of debt-to-gross undepreciated asset value was approximately 47.7%. Our organizational documents do not limit the amount or percentage of debt that we may incur, nor do they limit the types of properties we may acquire or develop, and Excel Trust, Inc.’s board of directors may modify our

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debt policy from time to time. The amount of leverage we will deploy for particular investments in our target assets will depend upon our management team’s assessment of a variety of factors, which may include the anticipated liquidity and price volatility of the target assets in our investment portfolio, the potential for losses, the availability and cost of financing the assets, our opinion of the creditworthiness of our financing counterparties, the health of the U.S. economy and commercial mortgage markets, our outlook for the level, slope and volatility of interest rates, the credit quality of our target assets and the collateral underlying our target assets. Accordingly, the ratio of debt-to-gross undepreciated asset value may increase or decrease beyond the current amount.

Commitments, Contingencies and Contractual Obligations

The following table outlines our contractual obligations (dollars in thousands) at December 31, 2014 related to our mortgage and note indebtedness and other commitments:

	Payments by Period
	2015		2016-2017		2018-2019		Thereafter		Total
Principal payments — fixed rate debt	$	48,606	$	45,262	$	9,340	$	423,349	$	526,557
Principal payments — variable rate debt(1)		50,000		—		239,772		12,000		301,772
Interest payments — fixed rate debt		24,380		44,025		39,241		65,164		172,810
Interest payments — variable rate debt(1)		3,879		7,097		890		85		11,951
Construction costs(2)		48,981		35,000		—		—		83,981
	$	175,846	$	131,384	$	289,243	$	500,598	$	1,097,071

(1) Includes redevelopment revenue bonds at our Northside Mall property, a construction loan at our West Broad Marketplace property, our $50.0 million term loan and outstanding borrowings on our unsecured revolving credit facility (our unsecured revolving credit facility had a balance of $238.0 million at December 31, 2014). Interest on the redevelopment bonds is reset weekly and determined by the bond remarketing agent based on the market value of the bonds (interest rate of 0.05% at December 31, 2014). The construction loan bears interest at the rate of LIBOR plus a margin of 230 basis points (interest rate of 2.49% at December 31, 2014). The term loan bears interest at the rate of LIBOR plus a margin of 115 basis points (interest rate of 1.32% at December 31, 2014). The unsecured revolving credit facility bears interest at the rate of LIBOR plus a margin of 90 basis points to 170 basis points (weighted-average interest rate of 1.47% at December 31, 2014), depending on our credit rating. Interest payments are based on the interest rates in effect and debt balances outstanding on December 31, 2014.

(2) Amount represents our estimate of costs expected to be incurred to complete the undeveloped portion of our Chimney Rock and Plaza at Rockwall properties and our West Broad Marketplace and Southlake Park Village development properties.

As of December 31, 2014, we have also recorded $2.9 million for payments expected to be made related to the grants of profit participation interests for certain projects under development (the timing of the payments is currently indeterminable).

Off-Balance Sheet Arrangements

We held a 20% ownership interest in an unconsolidated limited liability company, La Costa LLC. In connection with the formation of La Costa LLC in September 2012, we contributed the La Costa Town Center property to the entity in exchange for proceeds of approximately $21.2 million (see Note 15 to the accompanying consolidated financial statements contained elsewhere herein for further discussion). La Costa LLC did not qualify as a variable interest entity, or VIE, and consolidation was not required as we did not control the operations of the property and the majority owner bore the majority of any losses incurred. On October 9, 2014, we completed the disposition of the La Costa Town Center property for a sales price of approximately

66

$31.6 million, excluding closing costs (our proportionate share of the sales price was $6.3 million). The sale resulted in our recognition of a gain of approximately $2.1 million, which was recognized in income from equity in unconsolidated entities on the accompanying consolidated statements of operations.

We hold a 50% tenant-in-common ownership interest in a company, Bay Hill Fountains, LLC, or Bay Hill LLC. In connection with our acquisition of a portfolio of properties in October 2012, we acquired a 50% undivided interest in the property held by Bay Hill LLC, or the Bay Hill property. The Bay Hill property does not qualify as a VIE and consolidation is not required as we do not control the operations of the property. We receive 50% of the cash flow distributions and recognize 50% of the results of operations. In addition, we receive fees in our role as the day-to-day property manager. We account for our interest in the Bay Hill property under the equity method of accounting. The assets and liabilities of the Bay Hill property were $39.4 million and $25.8 million, respectively, at December 31, 2014.

Our proportionate share of outstanding indebtedness at the unconsolidated entity is as follows (dollars in thousands):

Name	Ownership Interest			Principal  Amount(1)		Interest Rate			Maturity Date
Bay Hill		50	%	$	11,976		3.75	%		November 1, 2021

(1) Amount represents our proportionate share of a secured mortgage note, which bears interest at the fixed rate of 3.75%. The outstanding mortgage note was refinanced in October 2014 with a maturity date of November 1, 2021.

We do not have any other relationships with unconsolidated entities or financial partnerships, such as entities often referred to as structured finance or special purposes entities, which typically are established for the purpose of facilitating off-balance sheet arrangements or other contractually narrow or limited purposes. Further, we have not guaranteed any obligations of unconsolidated entities nor do we have any commitments or intent to provide funding to any such entities. Accordingly, we are not materially exposed to any other financing, liquidity, market or credit risk that could arise if we had engaged in these relationships, other than as described above.

Distribution Policy

Excel Trust, Inc. has elected to be taxed as a REIT under the Code. To continue to qualify as a REIT, Excel Trust, Inc. must meet a number of organizational and operational requirements, including the requirement that Excel Trust, Inc. distribute currently at least 90% of its REIT taxable income (excluding any net capital gain) to its stockholders. It is our intention to comply with these requirements and maintain Excel Trust, Inc.’s REIT status. As a REIT, Excel Trust, Inc. generally will not be subject to corporate United States federal, state or local income taxes on income it distributes currently (in accordance with the Code and applicable regulations) to its stockholders. If Excel Trust, Inc. fails to qualify as a REIT in any taxable year, it will be subject to United States federal, state and local income taxes at regular corporate rates and may not be able to qualify as a REIT for subsequent tax years. Even if Excel Trust, Inc. qualifies for United States federal taxation as a REIT, we may be subject to certain state and local taxes on our income properties and operations and to United States federal income and excise taxes on our taxable income not distributed in the amounts and in the time frames prescribed by the Code and applicable regulations thereunder.

Inflation

Some of our leases contain provisions designed to mitigate the adverse impact of inflation. These provisions generally increase rental rates during the terms of the leases either at fixed rates or indexed escalations (based on the Consumer Price Index or other measures). We may be adversely impacted by inflation on our leases that do

67

not contain indexed escalation provisions. In addition, most of our leases require the tenant to pay its share of operating expenses, including common area maintenance costs, real estate taxes and insurance. This may reduce our exposure to increases in costs and operating expenses resulting from inflation, assuming our properties remain leased and tenants fulfill their obligations to reimburse us for such expenses.

New Accounting Pronouncements

In April 2014, the Financial Accounting Standards Board, or FASB, issued Accounting Standards Update, or ASU, No. 2014-08, Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity, or ASU 2014-08. The amendments in this update change the requirements for reporting discontinued operations. As a result of ASU 2014-08, a disposal of a component of an entity or a group of components is required to be reported in discontinued operations only if the disposal represents a strategic shift that has (or will have) a major effect on an entity’s operations and financial results. ASU 2014-08 also requires an entity to provide certain disclosures about a disposal of an individually significant component of such entity that does not qualify for discontinued operations presentation in the financial statements. We chose to early adopt ASU 2014-08 on January 1, 2014. As a result of the early adoption of this pronouncement effective January 1, 2014, the properties that were sold during the year ended December 31, 2014 did not qualify for discontinued operations presentation and as such, are reflected in continuing operations on the consolidated statements of operations and comprehensive income.

In May 2014, the FASB issued ASU No. 2014-09, Revenue Recognition — Revenue from Contracts with Customers, or ASU 2014-09. The amendments in this update require companies to recognize revenue when a customer obtains control rather than when companies have transferred substantially all risks and rewards of a good or service. This update is effective for annual reporting periods beginning on or after December 31, 2016 and for interim periods therein and requires expanded disclosures. We are currently assessing the impact of the adoption of ASU 2014-09 on our consolidated financial position and results of operations.

ITEM 7A. Quantitative and Qualitative Disclosures About Market Risk

Our future income, cash flows and fair values relevant to financial instruments depend upon prevailing market interest rates. Market risk is the exposure to loss resulting from changes in interest rates, foreign currency exchange rates, commodity prices and equity prices. The primary market risk to which we believe we are exposed is interest rate risk. Many factors, including governmental monetary and tax policies, domestic and international economic and political considerations and other factors that are beyond our control contribute to interest rate risk.

The fair value of mortgages payable at December 31, 2014, including our construction loan, was approximately $195.7 million compared to the carrying amount of $192.7 million. A 100 basis point increase in market interest rates would result in a decrease in the fair value of our fixed-rate debt by approximately $6.1 million at December 31, 2014. A 100 basis point decrease in market interest rates would result in an increase in the fair market value of our fixed-rate debt by approximately $6.4 million at December 31, 2014.

We have entered into a $300.0 million unsecured revolving credit facility. As of December 31, 2014, the unsecured revolving credit facility bore interest at the rate of LIBOR plus a margin of 90 basis points to 170 basis points, depending on our credit rating. As of December 31, 2014, we had $254.9 million of debt and commitments outstanding under our unsecured revolving credit facility, which includes $16.9 million in letters of credit issued under the facility. At December 31, 2014, the outstanding balance on our unsecured revolving credit facility was $238.0 million at a weighted-average interest rate of 1.47%. The fair value of the unsecured revolving credit facility at December 31, 2014 was approximately $235.9 million. Based on outstanding borrowings of $238.0 million at December 31, 2014, an increase of 100 basis points in LIBOR would result in an increase in the interest we incur in the amount of approximately $2.4 million.

68

We have issued $350.0 million aggregate principal amount of senior unsecured notes with a weighted-average fixed interest rate of 4.62%. The fair value of the senior unsecured notes at December 31, 2014 was approximately $353.7 million. A 100 basis point increase in market interest rates would result in a decrease in the fair value of our fixed-rate debt by approximately $24.0 million at December 31, 2014. A 100 basis point decrease in market interest rates would result in an increase in the fair market value of our fixed-rate debt by approximately $26.1 million at December 31, 2014.

We have entered into a construction loan agreement in connection with construction activities at one of our development properties. As of December 31, 2014, the construction loan bore interest at the rate of LIBOR plus a margin of 230 basis points. At December 31, 2014, the outstanding balance on our construction loan was $1.8 million at an interest rate of 2.49%. Based on outstanding borrowings of $1.8 million at December 31, 2014, an increase of 100 basis points in LIBOR would result in an increase in the interest we incur in the amount of approximately $18,000.

We have entered into a term loan, which bore interest at the rate of LIBOR plus a margin of 115 basis points as of December 31, 2014. At December 31, 2014, the outstanding balance on our term loan was $50.0 million at an interest rate of 1.32%. Based on outstanding borrowings of $50.0 million at December 31, 2014, an increase of 100 basis points in LIBOR would result in an increase in the interest we incur in the amount of approximately $500,000.

In order to modify and manage the interest rate characteristics of our outstanding debt and to limit the effects of interest rate risks on our operations, we may utilize a variety of financial instruments, including interest rate swaps, caps, floors and other interest rate exchange contracts. The use of these types of instruments to hedge our exposure to changes in interest rates carries additional risks, including counterparty credit risk, the enforceability of hedging contracts and the risk that unanticipated and significant changes in interest rates will cause a significant loss of basis in the contract. To limit counterparty credit risk we will seek to enter into such agreements with major financial institutions with high credit ratings. There can be no assurance that we will be able to adequately protect against the foregoing risks and that we will ultimately realize an economic benefit that exceeds the related amounts incurred in connection with engaging in such hedging activities. We do not enter into such contracts for speculative or trading purposes. At December 31, 2014, there were no such financial instruments outstanding.

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ITEM 8. Financial Statements and Supplemental Data

INDEX TO FINANCIAL STATEMENTS

AND

FINANCIAL STATEMENT SCHEDULES

	Page
Reports of Independent Registered Public Accounting Firm		71
Financial Statements of Excel Trust, Inc.
Consolidated Balance Sheets as of December 31, 2014 and 2013		74
Consolidated Statements of Operations and Comprehensive Income for the years ended December  31, 2014, 2013 and 2012		75
Consolidated Statements of Equity for the years ended December 31, 2014, 2013 and 2012		76
Consolidated Statements of Cash Flows for the years ended December 31, 2014, 2013 and 2012		78
Financial Statements of Excel Trust, L.P.
Consolidated Balance Sheets as of December 31, 2014 and 2013		80
Consolidated Statements of Operations and Comprehensive Income for the years ended December  31, 2014, 2013 and 2012		81
Consolidated Statements of Capital for the years ended December 31, 2014, 2013 and 2012		82
Consolidated Statements of Cash Flows for the years ended December 31, 2014, 2013 and 2012		84
Notes to Consolidated Financial Statements of Excel Trust, Inc. and Excel Trust, L.P.		86
Financial Statements Schedules —
Schedule II — Valuation and Qualifying Accounts		124
Schedule III — Real Estate and Accumulated Depreciation		125

70

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Stockholders of Excel Trust, Inc.

San Diego, California

We have audited the accompanying consolidated balance sheets of Excel Trust, Inc. and subsidiaries (the “Company”) as of December 31, 2014 and 2013, and the related consolidated statements of operations and comprehensive income, equity, and cash flows for each of the three years in the period ended December 31, 2014. Our audits also included the consolidated financial statement schedules listed in the Index to the Financial Statements. These financial statements and financial statement schedules are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements and financial statement schedules based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, such consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2014 and 2013, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2014, in conformity with accounting principles generally accepted in the United States of America. Also, in our opinion, such financial statement schedules, when considered in relation to the basic consolidated financial statements taken as a whole, present fairly in all material respects the information set forth therein.

As discussed in note 2 to the consolidated financial statements, the Company changed its method for reporting discontinued operations in 2014 due to the adoption of FASB Accounting Standards Update No. 2014-08, Presentation of Financial Statements (Topic 205) and Property, Plant, and Equipment (Topic 360): Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the Company’s internal control over financial reporting as of December 31, 2014, based on the criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated February 27, 2015 expressed an unqualified opinion on the Company’s internal control over financial reporting.

/s/ DELOITTE & TOUCHE LLP

San Diego, California

February 27, 2015

71

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Stockholders of Excel Trust, Inc.

San Diego, California

We have audited the internal control over financial reporting of Excel Trust, Inc. and subsidiaries (the “Company”) as of December 31, 2014, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Report on Internal Control Over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

A company’s internal control over financial reporting is a process designed by, or under the supervision of, the company’s principal executive and principal financial officers, or persons performing similar functions, and effected by the company’s board of directors, management, and other personnel to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of the inherent limitations of internal control over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may not be prevented or detected on a timely basis. Also, projections of any evaluation of the effectiveness of the internal control over financial reporting to future periods are subject to the risk that the controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2014, based on the criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated financial statements and financial statement schedules as of and for the year ended December 31, 2014 of the Company and our report dated February 27, 2015 expressed an unqualified opinion on those financial statements and financial statement schedules and included an explanatory paragraph regarding the Company’s adoption of a new accounting standard.

/s/ DELOITTE & TOUCHE LLP

San Diego, California

February 27, 2015

72

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Stockholders of the General Partner

San Diego, California

We have audited the accompanying consolidated balance sheets of Excel Trust, L.P. and subsidiaries (the “Operating Partnership”) as of December 31, 2014 and 2013, and the related consolidated statements of operations and comprehensive income, capital, and cash flows for each of the three years in the period ended December 31, 2014. Our audits also included the consolidated financial statement schedules listed in the Index to the Financial Statements. These financial statements and financial statement schedules are the responsibility of the Operating Partnership’s management. Our responsibility is to express an opinion on these financial statements and financial statement schedules based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Operating Partnership is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Operating Partnership’s internal control over financial reporting. Accordingly, we express no such opinion. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

As discussed in note 2 to the consolidated financial statements, the Operating Partnership changed its method for reporting discontinued operations in 2014 due to the adoption of FASB Accounting Standards Update No. 2014-08, Presentation of Financial Statements (Topic 205) and Property, Plant, and Equipment (Topic 360): Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity.

In our opinion, such consolidated financial statements present fairly, in all material respects, the financial position of the Operating Partnership as of December 31, 2014 and 2013, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2014, in conformity with accounting principles generally accepted in the United States of America. Also, in our opinion, such financial statement schedules, when considered in relation to the basic consolidated financial statements taken as a whole, present fairly in all material respects the information set forth therein.

/s/ DELOITTE & TOUCHE LLP

San Diego, California

February 27, 2015

73

EXCEL TRUST, INC.

CONSOLIDATED BALANCE SHEETS

(Dollars in thousands)

	December 31, 2014			December 31, 2013
ASSETS:
Property:
Land	$	455,112		$	380,366
Buildings		921,604			642,356
Site improvements		87,305			63,242
Tenant improvements		70,549			54,025
Construction in progress		8,819			7,576
Less accumulated depreciation		(90,543	)		(61,479	)
Property, net		1,452,846			1,086,086
Cash and cash equivalents		6,603			3,245
Restricted cash		8,272			8,147
Tenant receivables, net		5,794			5,117
Lease intangibles, net		123,373			78,345
Deferred rent receivable		11,479			9,226
Other assets		32,081			20,135
Investment in unconsolidated entities		6,689			8,520
Total assets(1)	$	1,647,137		$	1,218,821
LIABILITIES AND EQUITY:
Liabilities:
Mortgages payable, net	$	192,748		$	251,191
Notes payable		238,000			179,500
Unsecured notes		398,758			100,000
Accounts payable and other liabilities		34,338			21,700
Lease intangibles, net		42,470			28,114
Dividends/distributions payable		12,857			10,932
Total liabilities(2)		919,171			591,437
Commitments and contingencies
Equity:
Stockholders’ equity:
Preferred stock, 50,000,000 shares authorized
7.00%Series A cumulative convertible perpetual preferred stock, $50,000,000 liquidation preference ($25.00 per share) 1,180,975 and 2,000,000 shares issued and outstanding at each of December 31, 2014 and 2013, respectively		28,168			47,703
8.125% Series B cumulative redeemable preferred stock, $92,000,000 liquidation preference ($25.00 per share) 3,680,000 shares issued and outstanding at each of December 31, 2014 and 2013		88,720			88,720
Common stock, $.01 par value, 200,000,000 shares authorized; 61,113,372 and 48,381,365 shares issued and outstanding at December 31, 2014 and 2013, respectively		610			482
Additional paid-in capital		597,723			478,541
Cumulative earnings		—			—
		715,221			615,446
Accumulated other comprehensive income		168			—
Total stockholders’ equity		715,389			615,446
Non-controlling interests		12,577			11,938
Total equity		727,966			627,384
Total liabilities and equity	$	1,647,137		$	1,218,821

(1) Excel Trust Inc.’s consolidated total assets at December 31, 2014 and 2013 include $39,783 and $15,470, respectively, of assets (primarily real estate assets) of two variable interest entities (“VIEs”) that can only be used to settle the liabilities of those VIEs.

(2) The Company’s consolidated total liabilities at December 31, 2014 and 2013 include $823 and $220 of accounts payable and other liabilities, respectively, that do not have recourse to Excel Trust, Inc.

The accompanying notes are an integral part of these consolidated financial statements.

74

EXCEL TRUST, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS AND

COMPREHENSIVE INCOME

(In thousands, except per share data)

	Year Ended December 31, 2014			Year Ended December 31, 2013			Year Ended December 31, 2012
Revenues:
Rental revenue	$	105,572		$	92,294		$	69,155
Tenant recoveries		21,605			18,875			13,835
Other income		3,146			1,373			1,431
Total revenues		130,323			112,542			84,421
Expenses:
Maintenance and repairs		9,369			7,328			5,557
Real estate taxes		13,427			12,756			9,693
Management fees		2,101			1,772			851
Other operating expenses		6,965			6,194			4,028
Changes in fair value of contingent consideration		—			(1,568	)		(281	)
General and administrative		18,009			13,871			13,796
Depreciation and amortization		50,661			46,146			34,800
Total expenses		100,532			86,499			68,444
Operating income		29,791			26,043			15,977
Interest expense		(24,167	)		(18,944	)		(15,650	)
Interest income		240			204			173
Income (loss) from equity in unconsolidated entities		2,578			40			(320	)
Changes in fair value of financial instruments and gain on OP unit redemption		—			230			1,530
Loss on extinguishment of debt from sale of real estate asset		(5,192	)		—			—
Gain on sale of real estate assets		5,842			—			—
Income from continuing operations		9,092			7,573			1,710
Income from discontinued operations before gain on sale of real estate assets		—			464			135
Gain on sale of real estate assets from discontinued operations		—			12,055			—
Income from discontinued operations		—			12,519			135
Net income		9,092			20,092			1,845
Net (income) loss attributable to non-controlling interests		(340	)		(568	)		18
Net income attributable to Excel Trust, Inc.		8,752			19,524			1,863
Preferred stock dividends		(10,380	)		(10,976	)		(10,353	)
Cost of redemption of preferred stock		(1,687	)		—			—
Net (loss) income attributable to the common stockholders	$	(3,315	)	$	8,548		$	(8,490	)
Loss from continuing operations per share attributable to the common stockholders — basic and diluted		(0.07	)		(0.09	)		(0.27	)
Net (loss) income per share attributable to the common stockholders — basic and diluted	$	(0.07	)	$	0.17		$	(0.26	)
Weighted-average common shares outstanding — basic and diluted		54,341			46,926			34,681
Net income	$	9,092		$	20,092		$	1,845
Other comprehensive income:
Change in unrealized gain on investment in equity securities		171			—			79
Gain on sale of equity securities (reclassification adjustment)		—			—			(171	)
Change in unrealized loss on interest rate swaps		—			619			344
Comprehensive income		9,263			20,711			2,097
Comprehensive (income) loss attributable to non-controlling interests		(343	)		(615	)		5
Comprehensive income attributable to Excel Trust, Inc	$	8,920		$	20,096		$	2,102

The accompanying notes are an integral part of these consolidated financial statements.

75

EXCEL TRUST, INC.

CONSOLIDATED STATEMENTS OF EQUITY

(Dollars in thousands)

	Preferred Stock				Common Stock				Additional Paid-in Capital			Cumulative (Deficit) Earnings			Accumulated other Comprehensive Loss			Total Stockholders’ Equity			Non- controlling Interests			Total Equity
	Series A		Series B		Shares		Amount
Balance at January 1, 2012		47,703		—		30,289,813		302		319,875			(3,277	)		(811	)		363,792			17,194			380,986
Net proceeds from sale of preferred stock		—		88,720		—		—		—			—			—			88,720			—			88,720
Net proceeds from sale of common stock		—		—		10,857,051		109		125,574			—			—			125,683			—			125,683
Issuance of restricted common stock awards		—		—		18,356		—		—			—			—			—			—			—
Redemption of OP units for common stock and cash		—		—		509,694		5		6,085			—			—			6,090			(6,756	)		(666	)
Issuance of common stock for acquisition		—		—		3,230,769		32		39,076			—			—			39,108			—			39,108
Noncash amortization of share-based compensation		—		—		—		—		3,223			—			—			3,223			—			3,223
Common stock dividends ($0.65 per share)		—		—		—		—		(23,916	)		—			—			(23,916	)		—			(23,916	)
Issuance of non-controlling interests		—		—		—		—		—			—			—			—			5,082			5,082
Distributions to non-controlling interests		—		—		—		—		—			—			—			—			(1,192	)		(1,192	)
Net income		—		—		—		—		—			1,863			—			1,863			(18	)		1,845
Preferred stock dividends		—		—		—		—		(10,353	)		—			—			(10,353	)		—			(10,353	)
Change in unrealized gain on investment in equity securities		—		—		—		—		—			—			(95	)		(95	)		3			(92	)
Change in unrealized loss on interest rate swaps		—		—		—		—		—			—			334			334			10			344
Adjustment for non-controlling interest		—		—		—		—		(413	)		—			—			(413	)		413			—
Balance at December 31, 2012		47,703		88,720		44,905,683		448		459,151			(1,414	)		(572	)		594,036			14,736			608,772
Net proceeds from sale of common stock		—		—		3,211,928		32		40,647			—			—			40,679			—			40,679
Issuance of restricted common stock awards		—		—		36,088		—		—			—			—			—			—			—
Redemption of OP units for common stock and cash		—		—		227,666		2		2,818			—			—			2,820			(2,776	)		44
Noncash amortization of share-based compensation		—		—		—		—		2,291			—			—			2,291			—			2,291
Common stock dividends ($0.685 per share)		—		—		—		—		(25,682	)		(7,134	)		—			(32,816	)		—			(32,816	)
Distributions to non-controlling interests		—		—		—		—		—			—			—			—			(1,321	)		(1,321	)
Net income		—		—		—		—		—			19,524			—			19,524			568			20,092
Preferred stock dividends		—		—		—		—		—			(10,976	)		—			(10,976	)		—			(10,976	)
Change in unrealized loss on interest rate swaps		—		—		—		—		—			—			572			572			47			619
Adjustment for non-controlling interest		—		—		—		—		(684	)		—			—			(684	)		684			—
Balance at December 31, 2013	$	47,703	$	88,720		48,381,365	$	482	$	478,541		$	—		$	—		$	615,446		$	11,938		$	627,384

76

	Preferred Stock					Common Stock						Additional Paid-in Capital			Cumulative (Deficit) Earnings			Accumulated other Comprehensive Loss		Total Stockholders’ Equity			Non- controlling Interests			Total Equity
	Series A			Series B		Shares			Amount
Net proceeds from sale of common stock		—			—		12,650,000			127			160,364			—			—		160,491			—			160,491
Repurchase of common stock		—			—		(105,775	)		(1	)		(1,406	)		—			—		(1,407	)		—			(1,407	)
Forfeiture of restricted common stock awards		—			—		(469,864	)		(4	)		4			—			—		—			—			—
Issuance of restricted common stock awards		—			—		657,646			6			(6	)		—			—		—			—			—
Repurchase of preferred stock		(19,535	)		—		—			—			(1,687	)		—			—		(21,222	)		—			(21,222	)
Noncash amortization of share-based compensation		—			—		—			—			4,643			—			—		4,643			—			4,643
Common stock dividends ($0.70 per share)		—			—		—			—			(39,451	)		(1,113	)		—		(40,564	)		—			(40,564	)
Distributions to non-controlling interests		—			—		—			—			—			—			—		—			(1,242	)		(1,242	)
Contributions from non-controlling interests		—			—		—			—			—			—			—		—			1,000			1,000
Net income		—			—		—			—			—			8,752			—		8,752			340			9,092
Preferred stock dividends		—			—		—			—			(2,741	)		(7,639	)		—		(10,380	)		—			(10,380	)
Change in unrealized gain on investment in equity securities		—			—		—			—			—			—			168		168			3			171
Adjustment for non-controlling interest		—			—		—			—			(538	)		—			—		(538	)		538			—
Balance at December 31, 2014	$	28,168		$	88,720		61,113,372		$	610		$	597,723		$	—		$	168	$	715,389		$	12,577		$	727,966

The accompanying notes are an integral part of these consolidated financial statements.

77

EXCEL TRUST, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Dollars in thousands)

	Year ended December 31, 2014			Year ended December 31, 2013			Year ended December 31, 2012
Cash flows from operating activities:
Net income	$	9,092		$	20,092		$	1,845
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		50,661			46,839			36,021
Changes in fair value of financial instruments and gain on OP unit redemption		—			(230	)		(1,530	)
Loss on extinguishment of debt from sale of real estate asset		5,192			—			—
Gain on sale of real estate		(5,842	)		—			—
Gain on sale of real estate from discontinued operations		—			(12,055	)		—
Gain on sale of marketable securities		—			—			(171	)
Changes in fair value of contingent consideration		—			(1,568	)		(281	)
(Income) loss from equity in unconsolidated entities		(2,578	)		(40	)		320
Deferred rent receivable		(2,249	)		(3,654	)		(3,148	)
Amortization of above- (below) market leases		(407	)		418			65
Amortization of deferred balances		1,631			1,485			1,763
Bad debt expense		598			1,100			690
Amortization of share-based compensation		4,643			2,291			3,223
Distributions from unconsolidated entities		911			774			—
Change in assets and liabilities (net of the effect of acquisitions):
Tenant and other receivables		(1,190	)		(531	)		(1,754	)
Other assets		(576	)		(1,838	)		(873	)
Accounts payable and other liabilities		(1,032	)		(559	)		3,722
Net cash provided by operating activities		58,854			52,524			39,892
Cash flows from investing activities:
Acquisitions of property		(372,780	)		(140,215	)		(290,987	)
Development of property and property improvements		(35,497	)		(23,119	)		(9,101	)
Proceeds from contribution of real estate assets to unconsolidated entity		—			—			21,317
Investments in unconsolidated entities		(25	)		(414	)		(7,829	)
Distributions and return of capital from unconsolidated entities		3,434			139			—
Disposition of real estate assets		26,227			4,759			—
Receipt of master lease payments		507			491			—
Capitalized leasing costs		(2,068	)		(2,581	)		(2,048	)
Advance for note receivable		—			—			(750	)
Collection of mortgage loan receivable		—			—			2,000
Purchase of equity securities		(10,512	)		—			(125	)
Proceeds from sale of equity securities		—			—			9,368
Restricted cash		(125	)		(2,490	)		(1,977	)
Net cash used in investing activities		(390,839	)		(163,430	)		(280,132	)
Cash flows from financing activities:
Issuance of common stock		160,908			41,260			126,066
Common stock offering costs		(417	)		(217	)		(383	)
Repurchase of common stock		(1,407	)		—			—
Repurchase of preferred stock		(21,222	)		—			—
Issuance of preferred stock		—			—			89,102
Preferred stock offering costs		—			—			(382	)
OP unit redemptions		—			—			(1,915	)
Payments on mortgages payable		(109,253	)		(90,855	)		(4,392	)
Proceeds from mortgages payable		1,772			—			13,800
Payments on notes payable		(284,000	)		(125,500	)		(189,000	)
Proceeds from notes payable		342,500			330,000			243,000
Proceeds from unsecured notes		298,693			—			—
Payments of contingent consideration		—			(205	)		(1,613	)
Contributions from non-controlling interests		1,000			—			—
Distributions to non-controlling interests		(1,242	)		(1,332	)		(1,228	)
Preferred stock dividends		(10,683	)		(10,976	)		(8,795	)
Common stock dividends		(38,336	)		(31,646	)		(21,466	)
Deferred financing costs		(2,970	)		(1,974	)		(2,250	)
Net cash provided by financing activities		335,343			108,555			240,544
Net increase (decrease)		3,358			(2,351	)		304
Cash and cash equivalents, beginning of period		3,245			5,596			5,292
Cash and cash equivalents, end of period	$	6,603		$	3,245		$	5,596

78

	Year ended December 31, 2014		Year ended December 31, 2013		Year ended December 31, 2012
Supplemental cash flow information:
Cash payments for interest, net of amounts capitalized	$	22,274	$	16,047	$	13,030
Non-cash investing and financing activity:
Acquisition of real estate for common stock and operating partnership units	$	—	$	—	$	44,190
Assumption of net mortgage debt in connection with property acquisitions	$	42,723	$	8,204	$	79,670
Assets received in connection with property acquisitions	$	—	$	—	$	772
Liabilities assumed in connection with property acquisitions	$	1,013	$	222	$	9,526
Dispositions of real estate assets classified as a 1031 exchange (net of gain on sale of real estate of $12,055)	$	—	$	30,700	$	—
Acquisition of real estate assets classified as a 1031 exchange	$	—	$	30,700	$	—
Common stock dividends payable	$	10,695	$	8,467	$	7,297
Preferred stock dividends payable	$	1,984	$	2,287	$	2,287
OP unit distributions payable	$	178	$	178	$	189
Accrued additions to operating and development properties	$	11,976	$	2,228	$	2,705
Change in unrealized loss on interest rate swaps	$	—	$	619	$	344
Change in unrealized gain on marketable securities	$	171	$	—	$	92
OP unit redemptions (common stock)	$	—	$	2,820	$	6,090
Investment in unconsolidated entities	$	—	$	—	$	1,506
Reclassification of offering costs	$	—	$	364	$	—
Settlement of note receivable for accrued profit participation interest	$	910	$	—	$	—
Accrued profit participation interests	$	2,878	$	—	$	—

The accompanying notes are an integral part of these consolidated financial statements.

79

EXCEL TRUST, L.P.

CONSOLIDATED BALANCE SHEETS

(Dollars in thousands)

	December 31, 2014			December 31, 2013
ASSETS:
Property:
Land	$	455,112		$	380,366
Buildings		921,604			642,356
Site improvements		87,305			63,242
Tenant improvements		70,549			54,025
Construction in progress		8,819			7,576
Less accumulated depreciation		(90,543	)		(61,479	)
Property, net		1,452,846			1,086,086
Cash and cash equivalents		6,603			3,245
Restricted cash		8,272			8,147
Tenant receivables, net		5,794			5,117
Lease intangibles, net		123,373			78,345
Deferred rent receivable		11,479			9,226
Other assets		32,081			20,135
Investment in unconsolidated entities		6,689			8,520
Total assets(1)	$	1,647,137		$	1,218,821
LIABILITIES AND EQUITY:
Liabilities:
Mortgages payable, net	$	192,748		$	251,191
Notes payable		238,000			179,500
Unsecured notes		398,758			100,000
Accounts payable and other liabilities		34,338			21,700
Lease intangibles, net		42,470			28,114
Dividends/distributions payable		12,857			10,932
Total liabilities(2)		919,171			591,437
Commitments and contingencies
Capital:
Partners’ Capital:
Preferred operating partnership units, 50,000,000 units authorized
7.00% Series A cumulative convertible perpetual preferred units, $50,000,000 liquidation preference ($25.00 per unit) 1,180,975 and 2,000,000 units issued and outstanding at each of December 31, 2014 and 2013, respectively		28,168			47,703
8.125% Series B cumulative redeemable preferred units, $92,000,000 liquidation preference ($25.00 per unit) 3,680,000 units issued and outstanding at each of December 31, 2014 and 2013		88,720			88,720
Limited partners’ capital, 1,019,523 common operating partnership units issued and outstanding at December 31, 2014 and 2013		1,428			2,166
General partner’s capital, 61,113,372 and 48,381,365 common operating partnership units issued and outstanding at December 31, 2014 and 2013, respectively		606,982			487,134
		725,298			625,723
Accumulated other comprehensive income		171			—
Total partners’ capital		725,469			625,723
Non-controlling interests		2,497			1,661
Total capital		727,966			627,384
Total liabilities and capital	$	1,647,137		$	1,218,821

(1) Excel Trust L.P.’s consolidated total assets at December 31, 2014 and 2013 include $39,783 and $15,470, respectively, of assets (primarily real estate assets) of two VIEs that can only be used to settle the liabilities of those VIEs.

(2) Excel Trust, L.P.’s consolidated total liabilities at December 31, 2014 and 2013 include $823 and $220 of accounts payable and other liabilities, respectively, that do not have recourse to Excel Trust, Inc.

The accompanying notes are an integral part of these consolidated financial statements.

80

EXCEL TRUST, L.P.

CONSOLIDATED STATEMENTS OF OPERATIONS AND

COMPREHENSIVE INCOME

(In thousands, except per share data)

	Year Ended December 31, 2014			Year Ended December 31, 2013			Year Ended December 31, 2012
Revenues:
Rental revenue	$	105,572		$	92,294		$	69,155
Tenant recoveries		21,605			18,875			13,835
Other income		3,146			1,373			1,431
Total revenues		130,323			112,542			84,421
Expenses:
Maintenance and repairs		9,369			7,328			5,557
Real estate taxes		13,427			12,756			9,693
Management fees		2,101			1,772			851
Other operating expenses		6,965			6,194			4,028
Changes in fair value of contingent consideration		—			(1,568	)		(281	)
General and administrative		18,009			13,871			13,796
Depreciation and amortization		50,661			46,146			34,800
Total expenses		100,532			86,499			68,444
Operating income		29,791			26,043			15,977
Interest expense		(24,167	)		(18,944	)		(15,650	)
Interest income		240			204			173
Income (loss) from equity in unconsolidated entities		2,578			40			(320	)
Changes in fair value of financial instruments and gain on OP unit redemption		—			230			1,530
Loss on extinguishment of debt from sale of real estate asset		(5,192	)		—			—
Gain on sale of real estate assets		5,842			—			—
Income from continuing operations		9,092			7,573			1,710
Income from discontinued operations before gain on sale of real estate assets		—			464			135
Gain on sale of real estate assets from discontinued operations		—			12,055			—
Income from discontinued operations		—			12,519			135
Net income		9,092			20,092			1,845
Net (income) loss attributable to non-controlling interests		(366	)		(335	)		(279	)
Net income attributable to Excel Trust, L.P.		8,726			19,757			1,566
Preferred operating unit distributions		(10,380	)		(10,976	)		(10,353	)
Cost of redemption of preferred units		(1,687	)		—			—
Net (loss) income attributable to the unitholders	$	(3,341	)	$	8,781		$	(8,787	)
Loss from continuing operations per unit attributable to the unitholders — basic and diluted		(0.07	)		(0.09	)		(0.26	)
Net (loss) income per unit attributable to the unitholders — basic and diluted	$	(0.07	)	$	0.17		$	(0.26	)
Weighted-average common operating partnership units outstanding — basic and diluted		55,495			48,123			35,912
Net income	$	9,092		$	20,092		$	1,845
Other comprehensive income:
Change in unrealized gain on investment in equity securities		171			—			79
Gain on sale of equity securities (reclassification adjustment)		—			—			(171	)
Change in unrealized loss on interest rate swaps		—			620			344
Comprehensive income		9,263			20,712			2,097
Comprehensive income attributable to non-controlling interests		(366	)		(335	)		(279	)
Comprehensive income attributable to Excel Trust, L.P	$	8,897		$	20,377		$	1,818

The accompanying notes are an integral part of these consolidated financial statements.

81

EXCEL TRUST, L.P.

CONSOLIDATED STATEMENTS OF CAPITAL

(Dollars in thousands)

	Preferred Operating Partnership Units						Limited Partners’ Capital						General Partner’s Capital
	Series A			Series B			Common Operating Partnership Units			Amount			Common Operating Partnership Units		Amount			Accumulated other Comprehensive Loss			Total Partners’ Capital			Non- controlling Interests			Total Capital
Balance at January 1, 2012	$	47,703		$	—			1,405,405		$	8,230			30,289,813	$	323,914		$	(872	)	$	378,975		$	2,011		$	380,986
Net proceeds from sale of preferred operating partnership units		—			88,720			—			—			—		—			—			88,720			—			88,720
Net proceeds from sale of common operating partnership units		—			—			—			—			10,857,051		125,683			—			125,683			—			125,683
Issuance of restricted common operating partnership unit awards		—			—			—			—			18,356		—			—			—			—			—
Redemption of common operating partnership units		—			—			(571,570	)		(6,756	)		509,694		6,090			—			(666	)		—			(666	)
Issuance of common operating partnership units for acquisition		—			—			411,184			5,082			3,230,769		39,108			—			44,190			—			44,190
Noncash amortization of share-based compensation		—			—			—			—			—		3,223			—			3,223			—			3,223
Common operating partnership unit distributions ($0.65 per unit)		(3,500	)		(6,853	)		—			(747	)		—		(23,916	)		—			(35,016	)		(445	)		(35,461	)
Net income (loss)		3,500			6,853			—			(297	)		—		(8,490	)		—			1,566			279			1,845
Change in unrealized gain on investment in equity securities		—			—			—			—			—		—			(92	)		(92	)		—			(92	)
Change in unrealized loss on interest rate swaps		—			—			—			—			—		—			344			344			—			344
Balance at December 31, 2012	$	47,703		$	88,720			1,245,019		$	5,512			44,905,683	$	465,612		$	(620	)	$	606,927		$	1,845		$	608,772
Net proceeds from sale of common operating partnership units		—			—			—			—			3,211,928		40,679			—			40,679			—			40,679
Issuance of restricted common operating partnership unit awards		—			—			—			—			36,088		—			—			—			—			—
Redemption of common operating partnership units		—			—			(225,496	)		(2,776	)		227,666		2,820			—			44			—			44
Noncash amortization of share-based compensation		—			—			—			—			—		2,291			—			2,291			—			2,291
Common operating partnership unit distributions ($0.685 per unit)		(3,500	)		(7,476	)		—			(803	)		—		(32,816	)		—			(44,595	)		(519	)		(45,114	)
Net income (loss)		3,500			7,476			—			233			—		8,548			—			19,757			335			20,092
Change in unrealized loss on interest rate swaps		—			—			—			—			—		—			620			620			—			620
Balance at December 31, 2013	$	47,703		$	88,720			1,019,523		$	2,166			48,381,365	$	487,134		$	—		$	625,723		$	1,661		$	627,384

82

	Preferred Operating Partnership Units						Limited Partners’ Capital					General Partner’s Capital
	Series A			Series B			Common Operating Partnership Units		Amount			Common Operating Partnership Units			Amount			Accumulated other Comprehensive Loss		Total Partners’ Capital			Non- controlling Interests			Total Capital
Net proceeds from sale of common operating partnership units		—			—			—		—			12,650,000			160,491			—		160,491			—			160,491
Repurchase of common operating partnership units		—			—			—		—			(105,775	)		(1,407	)		—		(1,407	)		—			(1,407	)
Repurchase of common operating partnership units		(19,535	)		—			—		—			—			(1,687	)		—		(21,222	)		—			(21,222	)
Forfeiture of restricted common operating partnership unit awards		—			—			—		—			(469,864	)		—			—		—			—			—
Issuance of restricted common operating partnership unit awards		—			—			—		—			657,656			—			—		—			—			—
Noncash amortization of share-based compensation		—			—			—		—			—			4,643			—		4,643			—			4,643
Contributions from non-controlling interests		—			—			—		—			—			—			—		—			1,000			1,000
Common operating partnership unit distributions ($0.685 per unit)		(2,904	)		(7,476	)		—		(712	)		—			(40,564	)		—		(51,656	)		(530	)		(52,186	)
Net income (loss)		2,904			7,476			—		(26	)		—			(1,628	)		—		8,726			366			9,092
Change in unrealized gain on investment in equity securities		—			—			—		—			—			—			171		171			—			171
Balance at December 31, 2014	$	28,168		$	88,720			1,019,523	$	1,428			61,113,372		$	606,982		$	171	$	725,469		$	2,497		$	727,966

The accompanying notes are an integral part of these consolidated financial statements.

83

EXCEL TRUST, L.P.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Dollars in thousands)

	Year ended December 31, 2014			Year ended December 31, 2013			Year ended December 31, 2012
Cash flows from operating activities:
Net income	$	9,092		$	20,092		$	1,845
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		50,661			46,839			36,021
Changes in fair value of financial instruments and gain on OP unit redemption		—			(230	)		(1,530	)
Loss on extinguishment of debt from sale of real estate asset		5,192			—			—
Gain on sale of real estate		(5,842	)		—			—
Gain on sale of real estate from discontinued operations		—			(12,055	)		—
Gain on sale of marketable securities		—			—			(171	)
Changes in fair value of contingent consideration		—			(1,568	)		(281	)
(Income) loss from equity in unconsolidated entities		(2,578	)		(40	)		320
Deferred rent receivable		(2,249	)		(3,654	)		(3,148	)
Amortization of above- (below) market leases		(407	)		418			65
Amortization of deferred balances		1,631			1,485			1,763
Bad debt expense		598			1,100			690
Amortization of share-based compensation		4,643			2,291			3,223
Distributions from unconsolidated entities		911			774			—
Change in assets and liabilities (net of the effect of acquisitions):
Tenant and other receivables		(1,190	)		(531	)		(1,754	)
Other assets		(576	)		(1,838	)		(873	)
Accounts payable and other liabilities		(1,032	)		(559	)		3,722
Net cash provided by operating activities		58,854			52,524			39,892
Cash flows from investing activities:
Acquisitions of property		(372,780	)		(140,215	)		(290,987	)
Development of property and property improvements		(35,497	)		(23,119	)		(9,101	)
Proceeds from contribution of real estate assets to unconsolidated entity		—			—			21,317
Investments in unconsolidated entities		(25	)		(414	)		(7,829	)
Distributions and return of capital from unconsolidated entities		3,434			139			—
Disposition of real estate assets		26,227			4,759			—
Receipt of master lease payments		507			491			—
Capitalized leasing costs		(2,068	)		(2,581	)		(2,048	)
Advance for note receivable		—			—			(750	)
Collection of mortgage loan receivable		—			—			2,000
Purchase of equity securities		(10,512	)		—			(125	)
Proceeds from sale of equity securities		—			—			9,368
Restricted cash		(125	)		(2,490	)		(1,977	)
Net cash used in investing activities		(390,839	)		(163,430	)		(280,132	)
Cash flows from financing activities:
Issuance of common OP units		160,491			41,043			125,683
Repurchase of common OP units		(1,407	)		—			—
Repurchase of preferred OP units		(21,222	)		—			—
Issuance of preferred OP units		—			—			88,720
OP unit redemptions		—			—			(1,915	)
Payments on mortgages payable		(109,253	)		(90,855	)		(4,392	)
Proceeds from mortgages payable		1,772			—			13,800
Payments on notes payable		(284,000	)		(125,500	)		(189,000	)
Proceeds from notes payable		342,500			330,000			243,000
Proceeds from notes payable		298,693			—			—
Payments of contingent consideration		—			(205	)		(1,613	)
Contributions from non-controlling interests		1,000			—			—
Distributions to non-controlling interests		(530	)		(519	)		(445	)
Preferred OP unit distributions		(10,683	)		(10,976	)		(8,795	)
Common OP unit distributions		(39,048	)		(32,459	)		(22,249	)
Deferred financing costs		(2,970	)		(1,974	)		(2,250	)
Net cash provided by financing activities		335,343			108,555			240,544
Net increase (decrease)		3,358			(2,351	)		304
Cash and cash equivalents, beginning of period		3,245			5,596			5,292
Cash and cash equivalents, end of period	$	6,603		$	3,245		$	5,596

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	Year ended December 31, 2014		Year ended December 31, 2013		Year ended December 31, 2012
Supplemental cash flow information:
Cash payments for interest, net of amounts capitalized	$	22,274	$	16,047	$	13,030
Non-cash investing and financing activity:
Acquisition of real estate for common OP units	$	—	$	—	$	44,190
Assumption of net mortgage debt in connection with property acquisitions	$	42,723	$	8,204	$	79,670
Assets received in connection with property acquisitions	$	—	$	—	$	772
Liabilities assumed in connection with property acquisitions	$	1,013	$	222	$	9,526
Dispositions of real estate assets classified as a 1031 exchange (net of gain on sale of real estate of $12,055)	$	—	$	30,700	$	—
Acquisition of real estate assets classified as a 1031 exchange	$	—	$	30,700	$	—
Common OP unit distributions payable	$	10,873	$	8,645	$	7,486
Preferred OP unit distributions payable	$	1,984	$	2,287	$	2,287
Conversion of note payable to contribution from non-controlling interests	$	—	$	—	$	—
Accrued additions to operating and development properties	$	11,976	$	2,228	$	2,705
Change in unrealized loss on interest rate swaps	$	—	$	619	$	344
Change in unrealized gain on marketable securities	$	171	$	—	$	92
OP unit redemptions (common stock)	$	—	$	2,820	$	6,090
Investment in unconsolidated entities	$	—	$	—	$	1,506
Reclassification of offering costs	$	—	$	364	$	—
Settlement of note receivable for accrued profit participation interest	$	910	$	—	$	—
Accrued profit participation interests	$	2,878	$	—	$	—

The accompanying notes are an integral part of these consolidated financial statements.

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EXCEL TRUST, INC. AND

EXCEL TRUST, L.P.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1. Organization:

Excel Trust, Inc., a Maryland corporation (the “Parent Company”), is a vertically integrated, self-administered, self-managed real estate firm with the principal objective of acquiring, financing, developing, leasing, owning and managing value oriented community and power centers, grocery anchored neighborhood centers and freestanding retail properties. It conducts substantially all of its business through its subsidiary, Excel Trust, L.P., a Delaware limited partnership (the “Operating Partnership” and together with the Parent Company referred to as the “Company”). The Company seeks investment opportunities throughout the United States, but focuses on the West Coast, East Coast and Sunbelt regions. The Company generally leases anchor space to national and regional supermarket chains, big-box retailers and select national retailers that frequently offer necessity and value oriented items and generate regular consumer traffic.

The Parent Company is the sole general partner of the Operating Partnership and, as of December 31, 2014, owned a 98.3% interest in the Operating Partnership. The remaining 1.7% interest in the Operating Partnership is held by limited partners. Each partner’s percentage interest in the Operating Partnership is determined based on the number of operating partnership units (“OP units”) owned as compared to total OP units (and potentially issuable OP units, as applicable) outstanding as of each period end and is used as the basis for the allocation of net income or loss to each partner.

2. Summary of Significant Accounting Policies

Basis of Presentation:

The accompanying consolidated financial statements of the Company include all the accounts of the Company and all entities in which the Company has a controlling interest. All significant intercompany balances and transactions have been eliminated in consolidation.

The Company is required to continually evaluate its VIE relationships and consolidate investments in these entities when it is determined to be the primary beneficiary of their operations. A VIE is broadly defined as an entity where either (1) the equity investors as a group, if any, lack the power through voting or similar rights to direct the activities of an entity that most significantly impact the entity’s economic performance or (2) the equity investment at risk is insufficient to finance that entity’s activities without additional subordinated financial support.

A variable interest holder is considered to be the primary beneficiary of a VIE if it has both (1) the power to direct matters that most significantly impact the VIE’s economic performance and (2) the obligation to absorb losses or the right to receive benefits of the VIE that could potentially be significant to the VIE. The Company considers a variety of factors in identifying the entity that holds the power to direct matters that most significantly impact the VIE’s economic performance including, but not limited to, the ability to direct financing, leasing, construction and other operating decisions and activities. In addition, the Company considers the form of ownership interest, voting interest, the size of the investment (including loans) and the rights of other investors to participate in policy making decisions, to replace or remove the manager and to liquidate or sell the entity. The obligation to absorb losses and the right to receive benefits when a reporting entity is affiliated with a VIE must be based on ownership, contractual, and/or other pecuniary interests in that VIE.

Cash and Cash Equivalents:

The Company considers all highly liquid investments with an original maturity of three months or less when purchased to be cash equivalents, for which cost approximates fair value, due to their short term maturities.

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Restricted Cash:

Restricted cash is comprised of impound reserve accounts for property taxes, insurance, capital improvements and tenant improvements.

Accounts Payable and Other Liabilities:

Included in accounts payable and other liabilities is deferred rent in the amount of $3.0 million and $3.5 million at December 31, 2014 and 2013, respectively.

Revenue Recognition:

The Company commences revenue recognition on its leases based on a number of factors. In most cases, revenue recognition under a lease begins when the lessee takes possession of or controls the physical use of the leased asset. Generally, this occurs on the lease commencement date. In determining what constitutes the leased asset, the Company evaluates whether the Company or the lessee is the owner, for accounting purposes, of the tenant improvements. If the Company is the owner, for accounting purposes, of the tenant improvements, then the leased asset is the finished space and revenue recognition begins when the lessee takes possession of the finished space, typically when the improvements are substantially complete. If the Company concludes that it is not the owner, for accounting purposes, of the tenant improvements (the lessee is the owner), then the leased asset is the unimproved space and any tenant improvement allowances funded under the lease are treated as lease incentives, which reduce revenue recognized on a straight-line basis over the remaining non-cancelable term of the respective lease. In these circumstances, the Company begins revenue recognition when the lessee takes possession of the unimproved space for the lessee to construct improvements. The determination of who is the owner, for accounting purposes, of the tenant improvements is highly subjective and determines the nature of the leased asset and when revenue recognition under a lease begins. The Company considers a number of different factors to evaluate whether it or the lessee is the owner of the tenant improvements for accounting purposes. These factors include:

• whether the lease stipulates how and on what a tenant improvement allowance may be spent;

• whether the tenant or landlord retains legal title to the improvements;

• the uniqueness of the improvements;

• the expected economic life of the tenant improvements relative to the length of the lease;

• the responsible party for construction cost overruns; and

• who constructs or directs the construction of the improvements.

Minimum rental revenues are recognized on a straight-line basis over the terms of the related lease. The difference between the amount of cash rent due in a year and the amount recorded as rental income is referred to as the “straight-line rent adjustment.” Rental income was increased by $2.2 million, $3.7 million and $3.1 million in the years ended December 31, 2014, 2013 and 2012, respectively, due to the straight-line rent adjustment. Percentage rent is recognized after tenant sales have exceeded defined thresholds (if applicable) and was $1.2 million, $1.3 million and $720,000 for the years ended December 31, 2014, 2013 and 2012, respectively.

Estimated recoveries from certain tenants for their pro rata share of real estate taxes, insurance and other operating expenses are recognized as revenues in the period the applicable expenses are incurred or as specified in the leases. Other tenants pay a fixed rate and these tenant recoveries are recognized as revenue on a straight-line basis over the term of the related leases.

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Total estimated minimum rents under non-cancelable operating tenant leases in effect at December 31, 2014 were as follows (in thousands):

2015	$	120,463
2016		113,360
2017		103,922
2018		93,493
2019		75,879
Thereafter		310,590
	$	817,707

Property:

Costs incurred in connection with the development or construction of properties and improvements are capitalized. Capitalized costs include pre-construction costs essential to the development of the property, development costs, construction costs, interest costs, real estate taxes and related costs and other direct costs incurred during the period of development. The Company capitalizes costs on land and buildings under development until construction is substantially complete and the property is held available for occupancy. The determination of when a development project is substantially complete and when capitalization must cease involves a degree of judgment. The Company considers a construction project as substantially complete and held available for occupancy upon the completion of landlord-owned tenant improvements or when the lessee takes possession of the unimproved space for construction of its own improvements, but no later than one year from cessation of major construction activity. The Company ceases capitalization on the portion substantially completed and occupied or held available for occupancy, and capitalizes only those costs associated with any remaining portion under construction.

The Company has agreed to provide the developer/manager for development projects at the Plaza at Rockwall, Southlake Park Village, Cedar Square and Chimney Rock properties with a profit participation interest based on a percentage interest in the positive cash flows of the completed project after the Company has received distributions returning all of its capital investment plus a required rate of return (ranging from an 8% to 12% annualized rate of return). The Company initially records the profit participation interests at the estimated fair value of the obligation at the time of execution of the related agreement. The obligation is adjusted at each reporting date to the greater of the initial fair value at execution, or the amount that would be owed if the obligation were to be settled as of the reporting date. In August 2014, the profit participation interest related to the development phase of the Plaza at Rockwall property that was completed during 2014 was settled with the developer for an agreed-upon settlement value of approximately $2.0 million. The settlement was based on 35% of the excess of the estimated fair value of the related real estate after deducting all of the development and operating costs, the investment capital and the required rate of return due to the Company as of the date of settlement. The settlement was comprised of a cash payment of approximately $1.1 million and the settlement of an outstanding note receivable owed by the developer in the amount of $910,000 (including accrued interest of $160,000 – see Note 7 for further discussion). As of December 31, 2014, the Company has recorded $2.9 million for payments expected to be made related to the grants of these profit participation interests within construction in progress for the respective projects under development.

Maintenance and repairs expenses are charged to operations as incurred. Costs for major replacements and betterments, which include HVAC equipment, roofs, parking lots, etc., are capitalized and depreciated over their estimated useful lives. Gains and losses are recognized upon disposal or retirement of the related assets and are reflected in earnings.

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Property is recorded at cost and is depreciated using the straight-line method over the estimated lives of the assets as follows:

Building and improvements	15 to 40 years
Tenant improvements	Shorter of the useful lives or the terms of the related leases

The Company completed the disposition of its Lowe’s property on October 23, 2014 for a sales price of approximately $24.4 million. The Company completed the disposition of the inline retail portion of its Cedar Square property on November 10, 2014 for a sales price of approximately $3.0 million. In connection with the sale of the Lowe’s property, the Company recognized a loss of $5.2 million from the prepayment of the mortgage note, which was a closing condition of the transaction and repaid concurrent with the sale of the property As a result of the sales, the Company recognized an aggregate gain on sale of real estate assets of approximately $5.8 million.

Impairment of Long-Lived Assets and Long-Lived Assets to be Disposed:

The Company reviews long-lived assets and certain identifiable intangible assets for impairment whenever events or circumstances indicate that the carrying amount of an asset may not be recoverable. This assessment considers expected future operating income, trends and prospects, as well as the effects of demand, competition and other economic factors. Such factors include the tenants’ ability to perform their duties and pay rent under the terms of the leases. The determination of recoverability is made based upon the estimated undiscounted future net cash flows, excluding interest expense, expected to result from the long-lived asset’s use and eventual disposition. The Company’s evaluation as to whether impairment may exist, including estimates of future anticipated cash flows, are highly subjective and could differ materially from actual results in future periods. The amount of impairment loss, if any, is determined by comparing the fair value, as determined by a discounted cash flows analysis, with the carrying value of the related assets. Although the Company’s strategy is to hold its properties over a long-term period, if the strategy changes or market conditions dictate that the sale of properties at an earlier date would be preferable, a property may be classified as held for sale and an impairment loss may be recognized to reduce the property to the lower of the carrying amount or fair value less cost to sell. There was no impairment recorded for the years ended December 31, 2014, 2013 or 2012.

Investments in Unconsolidated Entities:

The Company evaluates its investments in limited liability companies and partnerships to determine whether any such entities may be a VIE and, if a VIE, whether the Company is the primary beneficiary. Generally, an entity is determined to be a VIE when either (1) the equity investment at risk is insufficient to finance that entity’s activities without additional subordinated financial support provided by any parties or (2) as a group, the holders of the equity investment lack one or more of the essential characteristics of a controlling financial interest. The primary beneficiary is the entity that has both (1) the power to direct matters that most significantly impact the VIE’s economic performance and (2) the obligation to absorb losses or the right to receive benefits of the VIE that could potentially be significant to the VIE. The Company considers a variety of factors in identifying the entity that holds the power to direct matters that most significantly impact the VIE’s economic performance including, but not limited to, the ability to direct financing, leasing, construction and other operating decisions and activities. In addition, the Company considers the form of ownership interest, voting interest, the size of the investment (including loans) and the rights of other investors to participate in policy making decisions, to replace or remove the manager and to liquidate or sell the entity. The obligation to absorb losses and the right to receive benefits when a reporting entity is affiliated with a VIE must be based on ownership, contractual, and/or other pecuniary interests in that VIE.

If the foregoing conditions do not apply, the Company considers whether a general partner or managing member controls a limited partnership or limited liability company. The general partner in a limited partnership or managing member in a limited liability company is presumed to control that limited partnership or limited liability company. The presumption may be overcome if the limited partners or members have either (1) the

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substantive ability to dissolve the limited partnership or limited liability company or otherwise remove the general partner or managing member without cause or (2) substantive participating rights, which provide the limited partners or members with the ability to effectively participate in significant decisions that would be expected to be made in the ordinary course of the limited partnership’s or limited liability company’s business and thereby preclude the general partner or managing member from exercising unilateral control over the partnership or company. If these criteria are not met and the Company is the general partner or the managing member, as applicable, the Company will consolidate the partnership or limited liability company.

Investments that are not consolidated, over which the Company exercises significant influence but does not control, are accounted for under the equity method of accounting. These investments are recorded initially at cost and subsequently adjusted for the Company’s portion of earnings or losses and for cash contributions and distributions. Under the equity method of accounting, the Company’s investment is reflected in the consolidated balance sheets and its share of net income or loss is included in the consolidated statements of operations and comprehensive income.

For all investments in unconsolidated entities, if a decline in the fair value of an investment below its carrying value is determined to be other-than-temporary, such investment is written down to its estimated fair value with a non-cash charge to earnings. The factors that the Company considers in making these assessments include, but are not limited to, severity and duration of the unrealized loss, market prices, market conditions, the occurrence of ongoing financial difficulties, available financing, new product initiatives and new collaborative agreements.

Investments in Equity Securities:

The Company, through the Operating Partnership, may hold investments in equity securities in certain publicly-traded companies. The Company does not acquire investments for trading purposes and, as a result, all of the Company’s investments in publicly-traded companies are considered “available-for-sale” and are recorded at fair value. Changes in the fair value of investments classified as available-for-sale are recorded in other comprehensive income. The fair value of the Company’s equity securities in publicly-traded companies is determined based upon the closing trading price of the equity security as of the balance sheet date. The cost of investments sold is determined by the specific identification method, with net realized gains and losses included in other income. For all investments in equity securities, if a decline in the fair value of an investment below its carrying value is determined to be other-than-temporary, such investment is written down to its estimated fair value with a non-cash charge to earnings. The factors that the Company considers in making these assessments include, but are not limited to, severity and duration of the unrealized loss, market prices, market conditions, the occurrence of ongoing financial difficulties, available financing, new product initiatives and new collaborative agreements.

During the year ended December 31, 2014, the Company purchased approximately 436,000 shares of preferred stock in public companies within the real estate industry for an initial cost basis of approximately $10.5 million (included in other assets in the accompanying consolidated balance sheets).

Investments in equity securities consisted of the following at December 31, 2014 and 2013 (in thousands):

	December 31,
	2014			2013
Equity securities, initial cost basis	$	10,512		$	—
Gross unrealized gains		185			—
Gross unrealized losses		(14	)		—
Equity securities, fair value(1)	$	10,683		$	—

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(1) Determination of fair value is classified as Level 1 in the fair value hierarchy based on the use of quoted prices in active markets (see section entitled “Fair Value of Financial Instruments” below).

Subsequent to December 31, 2014, the Company sold all of its investments in equity securities, comprising approximately 436,000 shares of preferred stock based on a specific identification of the shares sold. The sale resulted in net proceeds of approximately $10.8 million.

Share-Based Payments:

All share-based payments to employees are recognized in earnings based on their fair value on the date of grant. Through December 31, 2014, the Company has awarded only restricted stock awards under its incentive award plan, which are based on shares of the Parent Company’s common stock. The fair value of equity awards that include only service or performance vesting conditions is determined based on the closing market price of the underlying common stock on the date of grant. The fair value of equity awards that include one or more market vesting conditions is determined based on the use of a widely accepted valuation model. The fair value of equity grants is amortized to general and administrative expense ratably over the requisite service period for awards that include only service vesting conditions and utilizing a graded vesting method (an accelerated vesting method in which the majority of compensation expense is recognized in earlier periods) for awards that include one or more market vesting conditions, adjusted for anticipated forfeitures.

Mortgage Loan Receivables:

Mortgage loan receivables consist of loans originated by the Company. Mortgage loan receivables are recorded at stated principal amounts net of any discount or premium or deferred loan origination costs or fees. The related discounts or premiums on mortgage loan receivables are amortized or accreted over the life of the related loan receivable. The Company defers certain loan origination and commitment fees, net of certain origination costs and amortizes them as an adjustment of the loan’s yield over the term of the related loan. The Company evaluates the collectability of both interest and principal on each loan to determine whether it is impaired. A loan is considered to be impaired, when based upon current information and events, it is probable that the Company will be unable to collect all amounts due according to the existing contractual terms. When a loan is considered to be impaired, the amount of loss is calculated by comparing the recorded receivable to the value determined by discounting the expected future cash flows at the loan’s effective interest rate or to the value of the underlying collateral if the loan is collateralized. Interest income on performing loans is accrued as earned. Interest income on impaired loans is recognized on a cash basis.

Purchase Accounting:

The Company, with the assistance of independent valuation specialists as needed, records the purchase price of acquired properties as tangible and identified intangible assets and liabilities based on their respective fair values. Tangible assets (building and land) are recorded based upon the Company’s determination of the value of the property as if it were vacant using discounted cash flow models similar to those used by independent appraisers. Factors considered include an estimate of carrying costs during the expected lease-up periods taking into account current market conditions and costs to execute similar leases. The fair value of land is derived from comparable sales of land within the same submarket and/or region. The fair value of buildings and improvements, tenant improvements, site improvements and leasing costs are based upon current market replacement costs and other relevant market rate information. Additionally, the purchase price of the applicable property is recorded as the above- or below-market value of in-place leases, the value of in-place leases and above- or below-market value of debt assumed, as applicable.

The value recorded as the above- or below-market component of the acquired in-place leases is determined based upon the present value (using a discount rate which reflects the risks associated with the acquired leases) of the difference between: (1) the contractual amounts to be paid pursuant to the lease over its remaining term, and (2) the Company’s estimate of the amounts that would be paid using fair market rates at the time of acquisition

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over the remaining term of the lease. The amounts recorded as above-market leases are included in lease intangible assets, net in the Company’s accompanying consolidated balance sheets and amortized to rental income over the remaining non-cancelable lease term of the acquired leases with each property. The amounts recorded as below-market lease values are included in lease intangible liabilities, net in the Company’s accompanying consolidated balance sheets and amortized to rental income over the remaining non-cancelable lease term plus any below-market fixed price renewal options of the acquired leases with each property.

The value recorded as above- or below-market debt is determined based upon the present value of the difference between the cash flow stream of the assumed mortgage and the cash flow stream of a market rate mortgage. The amounts recorded as above- or below-market debt are included in mortgage payables, net in the Company’s accompanying consolidated balance sheets and are amortized to interest expense over the remaining term of the assumed mortgage.

Tenant receivables:

Tenant receivables and deferred rent are carried net of the allowances for uncollectible current tenant receivables and deferred rent. An allowance is maintained for estimated losses resulting from the inability of certain tenants to meet the contractual obligations under their lease agreements. The Company maintains an allowance for deferred rent receivable arising from the straight-lining of rents. Such allowances are charged to bad debt expense which is included in other operating expenses on the accompanying consolidated statement of operations. The Company’s determination of the adequacy of these allowances is based primarily upon evaluations of historical loss experience, the tenant’s financial condition, security deposits, letters of credit, lease guarantees, current economic conditions and other relevant factors. At December 31, 2014 and 2013, the Company had $521,000 and $895,000, respectively, in allowances for uncollectible accounts (including straight-line deferred rent receivables) as determined to be necessary to reduce receivables to the estimate of the amount recoverable. During the years ended December 31, 2014, 2013 and 2012, $598,000, $1.1 million and $690,000, respectively, of receivables were charged to bad debt expense.

Non-controlling Interests

Non-controlling interests on the consolidated balance sheets of the Parent Company relate to the OP units that are not owned by the Parent Company and the portion of consolidated joint ventures not owned by the Parent Company. The OP units not held by the Parent Company may be redeemed by the Parent Company at the holder’s option for cash. The Parent Company, at its option, may satisfy the redemption obligation with common stock on a one-for-one basis, which has been further evaluated to determine that permanent equity classification on the balance sheets is appropriate.

Non-controlling interests on the consolidated balance sheets of the Operating Partnership represent the portion of equity that the Operating Partnership does not own in those entities it consolidates.

Concentration of Risk:

The Company maintains its cash accounts in a number of commercial banks. Accounts at these banks are guaranteed by the Federal Deposit Insurance Corporation (“FDIC”) up to $250,000. At various times during the periods, the Company had deposits in excess of the FDIC insurance limit.

In the years ended December 31, 2014, 2013 and 2012, no tenant accounted for more than 10% of the Company’s revenues.

At December 31, 2014, the Company’s gross real estate assets in the states of California, Florida, Arizona, Virginia, Texas and Utah represented approximately 23.8%, 14.2%, 12.5%, 12.4%, 11.7% and 11.4% of the Company’s total assets, respectively. At December 31, 2013, the Company’s gross real estate assets in the states of California, Arizona, Virginia and Texas represented approximately 23.9%, 17.6%, 14.7% and 13.7% of the

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Company’s total assets, respectively. For the year ended December 31, 2014, the Company’s revenues derived from properties located in the states of California, Arizona, Texas and Virginia represented approximately 24.4%, 16.2%, 13.6% and 10.4% of the Company’s total revenues, respectively. For the year ended December 31, 2013, the Company’s revenues derived from properties located in the states of California, Arizona, Texas and Virginia represented approximately 23.4%, 18.1%, 11.9% and 11.6% of the Company’s total revenues, respectively.

Management Estimates:

The preparation of financial statements in conformity with generally accepted accounting principles (“GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Fair Value of Financial Instruments:

The Company measures financial instruments and other items at fair value where required under GAAP, but has elected not to measure any additional financial instruments and other items at fair value as permitted under fair value option accounting guidance.

Fair value measurement is determined based on the assumptions that market participants would use in pricing the asset or liability. As a basis for considering market participant assumptions in fair value measurements, there is a fair value hierarchy that distinguishes between market participant assumptions based on market data obtained from sources independent of the reporting entity (observable inputs that are classified within Levels 1 and 2 of the hierarchy) and the reporting entity’s own assumptions about market participant assumptions (unobservable inputs classified within Level 3 of the hierarchy).

Level 1 inputs utilize quoted prices in active markets for identical assets or liabilities that the Company has the ability to access. Level 2 inputs are inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly or indirectly. Level 2 inputs may include quoted prices for similar assets and liabilities in active markets, as well as inputs that are observable for the asset or liability (other than quoted prices), such as interest rates, foreign exchange rates and yield curves that are observable at commonly quoted intervals. Level 3 inputs are unobservable inputs for the assets or liabilities, which are typically based on an entity’s own assumptions, as there is little, if any, related market activity. In instances where the determination of the fair value measurement is based on inputs from different levels of the fair value hierarchy, the level in the fair value hierarchy within which the entire fair value measurement falls is based on the lowest level input that is significant to the fair value measurement in its entirety.

The Company’s assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment, and considers factors specific to the asset or liability.

The Company has used interest rate swaps to manage its interest rate risk (see Note 11). The valuation of these instruments is determined using widely accepted valuation techniques, including discounted cash flow analysis on the expected cash flows of each derivative. This analysis reflects the contractual terms of the derivatives, including the period to maturity, and uses observable market-based inputs, including interest rate curves. The fair values of interest rate swaps are determined using the market standard methodology of netting the discounted future fixed cash receipts (or payments) and the discounted expected variable cash payments (or receipts). The variable cash payments (or receipts) are based on an expectation of future interest rates (forward curves) derived from observable market interest rate curves. The Company incorporates credit valuation adjustments to appropriately reflect both its own nonperformance risk and the respective counterparty’s

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nonperformance risk in the fair value measurements. In adjusting the fair value of its derivative contracts for the effect of nonperformance risk, the Company has considered the impact of netting and any applicable credit enhancements, such as collateral postings, thresholds, mutual puts and guarantees.

Changes in the fair value of financial instruments (other than derivative instruments for which an effective hedging relationship exists and available-for-sale securities) are recorded as a charge against earnings in the consolidated statements of operations in the period in which they occur. The Company estimates the fair value of financial instruments at least quarterly based on current facts and circumstances, projected cash flows, quoted market prices and other criteria (primarily utilizing Level 3 inputs). The Company may also utilize the services of independent third-party valuation experts to estimate the fair value of financial instruments, as necessary.

The Company’s investments in equity securities fall within Level 1 of the fair value hierarchy as the Company utilizes observable market-based inputs, based on the closing trading price of securities as of the balance sheet date, to determine the fair value of the investments.

Derivative Instruments:

The Company is exposed to certain risks arising from both its business operations and economic conditions. The Company principally manages its exposures to a wide variety of business and operational risks through management of its core business activities. The Company manages economic risks, including interest rate, liquidity and credit risk primarily by managing the amount, sources and duration of its debt funding and the use of derivative financial instruments. Specifically, from time to time the Company enters into derivative financial instruments to manage exposures that arise from business activities that result in the receipt or payment of future known and uncertain cash amounts, the value of which are determined by interest rates. The Company’s derivative financial instruments are used to manage differences in the amount, timing and duration of the Company’s known or expected cash receipts and its known or expected cash payments principally related to the Company’s investments and borrowings.

In addition, from time to time the Company may execute agreements in connection with business combinations that include embedded derivative instruments as part of the consideration provided to the sellers of the properties. Although these embedded derivative instruments are not intended as hedges of risks faced by the Company, they can provide additional consideration to the Company’s selling counterparties and may be a key component of negotiations.

The Company’s objectives in using interest rate derivatives are to add stability to interest expense and to manage its exposure to interest rate movements. To accomplish this objective, the Company primarily uses interest rate swaps as part of its interest rate risk management strategy. Interest rate swaps designated as cash flow hedges involve the receipt of variable amounts from a counterparty in exchange for the Company making fixed-rate payments over the life of the agreements without exchange of the underlying notional amount.

The Company records all derivative instruments on the consolidated balance sheets at their fair value. In determining the fair value of derivative instruments, the Company also considers the credit risk of its counterparties, which typically constitute larger financial institutions engaged in providing a wide variety of financial services. These financial institutions generally face similar risks regarding changes in market and economic conditions, including, but not limited to, changes in interest rates, exchange rates, equity and commodity pricing and credit spreads.

Accounting for changes in the fair value of derivative instruments depends on the intended use of the derivative, whether it has been designated as a hedging instrument and whether the hedging relationship has continued to satisfy the criteria to apply hedge accounting. For derivative instruments qualifying as cash flow hedges, the effective portion of changes in the fair value is initially recorded in Accumulated Other Comprehensive Income and is subsequently reclassified into earnings in the period that the hedged forecasted transaction affects earnings. The ineffective portion of the change in fair value of the derivatives is recognized

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directly in earnings. The Company assesses the effectiveness of each hedging relationship by comparing the changes in the cash flows of the derivative hedging instrument with the changes in the cash flows of the hedged item or transaction.

The Company formally documents the hedging relationship for all derivative instruments, has accounted for its interest rate swap agreements as cash flow hedges and does not utilize derivative instruments for trading or speculative purposes.

Changes in Accumulated Other Comprehensive Loss:

The following table reflects amounts that were reclassified from accumulated other comprehensive loss and included in earnings for the years ended December 31, 2014, 2013 and 2012 for the Parent Company (dollars in thousands):

	Year Ended December 31,
	2014			2013			2012
Balance — January 1	$	—		$	(572	)	$	(811	)
Unrealized loss on interest rate swaps:
Unrealized losses		—			(19	)		(305	)
Amount reclassified and recognized in net income(1)		—			639			649
Unrealized gain on investment in equity securities:
Unrealized gain		171			—			79
Amount reclassified and recognized in net income(2)		—			—			(171	)
Net change in other comprehensive income		171			48			(559	)
Total other comprehensive loss allocable to non-controlling interests		(3	)		(48	)		(13	)
Balance — December 31	$	168		$	—		$	(572	)

(1) Amounts reclassified from unrealized loss on derivative instruments are included in interest expense in the consolidated statements of operations.

(2) Amounts reclassified from unrealized gain on investments in equity securities are included in other income in the consolidated statements of operations.

The following table reflects amounts that were reclassified from accumulated other comprehensive loss and included in earnings for the years ended December 31, 2014, 2013 and 2012 for the Operating Partnership (dollars in thousands):

	Year Ended December 31,
	2014		2013			2012
Balance — January 1	$	—	$	(620	)	$	(872	)
Unrealized loss on interest rate swaps:
Unrealized losses		—		(19	)		(305	)
Amount reclassified and recognized in net income(1)		—		639			649
Unrealized gain on investment in equity securities:
Unrealized gain		171		—			79
Amount reclassified and recognized in net income(2)		—		—			(171	)
Net change in other comprehensive income		171		—			(620	)
Total other comprehensive (gain) loss allocable to non-controlling interests		—		—			—
Balance — December 31	$	171	$	—		$	(620	)

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(1) Amounts reclassified from unrealized loss on derivative instruments are included in interest expense in the consolidated statements of operations.

(2) Amounts reclassified from unrealized gain on investments in equity securities are included in other income in the consolidated statements of operations.

Correction to Consolidated Financial Statements:

Subsequent to the issuance of the Parent Company’s consolidated financial statements for the year ended December 31, 2013, the Parent Company determined that certain dividends paid that were reflected as a reduction of additional paid-in capital should have been reflected as a reduction of available retained earnings. The Parent Company reviewed the impact of this misstatement with respect to the prior period consolidated financial statements and determined that it was not material. However, the Parent Company has corrected the accompanying 2013 consolidated financial statements from amounts previously reported to reflect this correction in the prior period. The effect of the correction to the consolidated balance sheet is an $18.1 million increase to additional paid-in capital and a corresponding $18.1 million decrease to retained earnings at December 31, 2013, from $460.4 million and $18.1 million, respectively, as previously reported. The consolidated statement of equity for the year ended December 31, 2013 included herein reflects a reclassification of $18.1 million, representing an increase of common stock dividends and preferred stock dividends paid from retained earnings by $7.1 million and $11.0 million, respectively, and a corresponding decrease to common stock dividends and preferred stock dividends paid from additional paid in capital by the same amount. This correction had no effect on previously reported revenues, net income, dividends paid, earnings per share, cash flows or total stockholders’ equity.

Recent Accounting Pronouncements:

In April 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2014-08, Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity (“ASU 2014-08”). The amendments in this update change the requirements for reporting discontinued operations. As a result of ASU 2014-08, a disposal of a component of an entity or a group of components is required to be reported in discontinued operations only if the disposal represents a strategic shift that has (or will have) a major effect on an entity’s operations and financial results. ASU 2014-08 also requires an entity to provide certain disclosures about a disposal of an individually significant component of such entity that does not qualify for discontinued operations presentation in the financial statements. The Company chose to early adopt ASU 2014-08 on January 1, 2014 As a result of the early adoption of this pronouncement effective January 1, 2014, the properties that were sold during the year ended December 31, 2014 did not qualify for discontinued operations presentation and as such, are reflected in continuing operations on the consolidated statements of operations and comprehensive income. .

In May 2014, the FASB issued ASU No. 2014-09, Revenue Recognition – Revenue from Contracts with Customers (“ASU 2014-09”). The amendments in this update require companies to recognize revenue when a customer obtains control rather than when companies have transferred substantially all risks and rewards of a good or service. This update is effective for annual reporting periods beginning on or after December 31, 2016 and for interim periods therein and requires expanded disclosures. The Company is currently assessing the impact of the adoption of ASU 2014-09 on its consolidated financial position and results of operations.

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3. Acquisitions

The Company completed the following acquisitions (all within the Retail property operating segment) in the year ended December 31, 2014, which were acquired for cash unless specified below (dollars in thousands):

Property	Date Acquired	Location	Debt Assumed
Shops at Fort Union(1)	September 26, 2014	Midvale, UT	$	—
The Family Center at Orem(1)	September 26, 2014	Orem, UT	$	—
Downtown at the Gardens	October 1, 2014	Palm Beach Gardens, FL	$	42,723
Brandywine Crossing(2)	November 25, 2014	Brandywine, MD	$	—
West Broad Marketplace(3)	December 3, 2014	Richmond, VA	$	—
Riverpoint Marketplace	December 19, 2014	Sacramento, CA	$	—
Highland Reserve	December 29, 2014	Roseville, CA	$	—

The following summary provides an allocation of purchase price for each of the 2014 acquisitions (dollars in thousands):

	Building		Land		Above-Market Leases		Below-Market Leases			In-Place Leases		Debt (Premium)/ Discount			Purchase Price
Shops at Fort Union	$	100,173	$	24,270	$	862	$	(10,953	)	$	17,119	$	—		$	131,471
The Family Center at Orem		11,229		4,450		—		(296	)		1,577		—			16,960
Downtown at the Gardens		91,241		13,920		5,268		(2,254	)		33,466		(1,440	)		140,201
Brandywine Crossing		7,840		2,910		14		(286	)		1,068		—			11,546
West Broad Marketplace		—		20,018		—		—			—		—			20,018
Riverpoint Marketplace(4)		33,024		7,700		281		(1,677	)		4,481		—			43,809
Highland Reserve(4)		42,175		8,750		681		(4,250	)		5,155		—			52,511
Total	$	285,682	$	82,018	$	7,106	$	(19,716	)	$	62,866	$	(1,440	)	$	416,516
Remaining useful life(5)						90		117			80		92

(1) On September 26, 2014, the Company completed the acquisition of a portfolio of two retail shopping centers, which are located in Utah. The purchase price of $148.4 million was paid entirely in cash.

(2) On November 25, 2014, the Company acquired a developed outparcel that was previously not owned at the Brandywine Crossing retail property in Brandywine, MD (not considered a separate property).

(3) On December 2, 2014, the Company entered into an agreement with a development partner to form a joint venture entity, which then acquired an undeveloped land parcel comprising approximately 60.4 acres in Richmond, Virginia on which the joint venture intends to develop a retail shopping center with approximately 405,000 square feet of GLA. The Company holds an 80% ownership interest in the entity with the remaining 20% ownership interest held by the development partner (see Note 6). The acquisition was accounted for as an asset acquisition, with the purchase price allocated to the value of the undeveloped land parcel.

(4) As of December 31, 2014, the purchase price allocation related to the acquisition of these properties was preliminary and the final purchase price allocation will be determined pending the receipt of information necessary to complete the valuation of assets and liabilities, which may result in a change from these initial estimates.

(5) Weighted-average remaining useful life (months) for recorded intangible assets and liabilities.

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The Company completed the following acquisitions (all within the Retail property operating segment) in the year ended December 31, 2013, which were acquired for cash unless specified below (dollars in thousands):

Property	Date Acquired	Location	Debt Assumed
Tracy Pavilion	January 24, 2013	Tracy, CA	$	—
Stadium Center	July 1, 2013	Manteca, CA	$	—
League City Towne Center	August 1, 2013	League City, TX	$	—
Living Spaces-Promenade(1)	August 27, 2013	Scottsdale, AZ	$	7,268
LA Fitness	October 4, 2013	San Diego, CA	$	—
Cedar Square Shopping Center	November 4, 2013	Duncanville (Dallas), TX	$	—
Southlake Park Village(2)	November 18, 2013	Southlake (Dallas), TX	$	—
Centennial Crossroads Plaza	November 22, 2013	Las Vegas, NV	$	—

The following summary provides an allocation of purchase price for each of the 2013 acquisitions (dollars in thousands):

	Building		Land		Above-Market Leases		Below-Market Leases			In-Place Leases		Debt (Premium)/ Discount			Other		Purchase Price
Tracy Pavilion	$	22,611	$	6,193	$	163	$	(1,136	)	$	2,907	$	—		$	—	$	30,738
Stadium Center		28,872		10,284		882		(2,939	)		4,051		—			—		41,150
League City Towne Center		24,767		10,858		315		(1,249	)		4,809		—			—		39,500
Living Spaces-Promenade(1)		1,038		14,514		—		(116	)		1,500		(936	)		—		16,000
LA Fitness		9,957		3,123		—		—			1,220		—			—		14,300
Cedar Square Shopping Center		2,808		1,667		38		(691	)		478		—			—		4,300
Southlake Park Village(2)		—		15,989		—		—			—		—			265		16,254
Centennial Crossroads Plaza		11,484		3,868		571		(538	)		1,015		—			—		16,400
Total	$	101,537	$	66,496	$	1,969	$	(6,669	)	$	15,980	$	(936	)	$	265	$	178,642
Remaining useful life(3)						56		117			150		76

(1) On August 27, 2013, the Company acquired a land parcel that was previously not owned at The Promenade retail property in Scottsdale, Arizona (not considered a separate property). The land parcel contains a building, which was constructed by the tenant and is subject to a ground lease.

(2) On November 18, 2013, the Company acquired an undeveloped land parcel comprising approximately 22.4 acres in Southlake (Dallas), Texas on which the Company intends to develop a retail shopping center with approximately 186,000 square feet of gross leasable area (“GLA”). The acquisition was accounted for as an asset acquisition, with the majority of the purchase price allocated to the value of the undeveloped land parcel and the capitalization of costs directly related to the transaction. Approximately $265,000 of the purchase price paid is held in an escrow account to be disbursed in connection with the construction of on-site infrastructure projects. In addition, subsequent to the acquisition of the property, the Company reimbursed the seller for construction costs previously incurred, which have been reflected on the accompanying consolidated balance sheets as construction in progress.

(3) Weighted-average remaining useful life (months) for recorded intangible assets and liabilities as of the date of acquisition.

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The Company completed twelve acquisitions (primarily in the Retail property operating segment) in the year ended December 31, 2012, which were acquired for cash unless specified below (in thousands):

Consolidated Property	Date Acquired	Location	Debt Assumed
Promenade Corporate Center	January 23, 2012	Scottsdale, AZ	$	—
EastChase Market Center	February 17, 2012	Montgomery, AL	$	—
Lake Pleasant Pavilion	May 16, 2012	Peoria, AZ	$	28,250
Chimney Rock	August 30, 2012	Odessa, TX	$	—
Pavilion Crossing	October 1, 2012	Brandon, FL	$	—
Dellagio(1)	October 19, 2012	Orlando, FL	$	—
Lake Burden Shoppes(1)	October 19, 2012	Orlando, FL	$	—
Meadow Ridge Plaza(1)	October 19, 2012	Orlando, FL	$	—
Shoppes of Belmere(1)	October 19, 2012	Orlando, FL	$	—
West Broad Village(1)	October 19, 2012	Richmond, VA	$	50,000

Unconsolidated Property	Date Acquired	Location	Debt Assumed
La Costa Town Center(2)	February 29, 2012	Carlsbad, CA		—
The Fountains at Bay Hill(1)	October 19, 2012	Orlando, FL		11,985

The following provides a summary of the recorded purchase price for each of the 2012 acquisitions (dollars in thousands).

Consolidated Property	Building		Land		Above-Market Lease		Below-Market Lease			In-Place Lease		Debt (Premium)/ Discount			Other		Purchase Price
Promenade Corporate Center(3)	$	44,465	$	4,477	$	781	$	(749	)	$	3,279	$	—		$	—	$	52,253
EastChase Market Center		19,567		4,215		360		(1,296	)		1,804		—			—		24,650
Lake Pleasant Pavilion		28,127		9,958		2,857		(184	)		2,412		(1,420	)		—		41,750
Chimney Rock(4)		14,089		7,368		—		(2,291	)		2,532		—			2,106		23,804
Pavilion Crossing		9,268		3,729		153		(1,344	)		1,490		—			—		13,296
Dellagio		20,106		16,780		1,277		(2,031	)		3,972		—			—		40,104
Lake Burden Shoppes		4,020		3,981		—		(79	)		601		—			—		8,523
Meadow Ridge Plaza		4,706		3,781		348		(246	)		1,140		—			—		9,729
Shoppes of Belmere		5,122		4,701		166		(1,160	)		864		—			—		9,693
West Broad Village(5)		137,697		24,543		3,051		(5,627	)		9,240		—			2,398		171,302
Total	$	287,167	$	83,533	$	8,993	$	(15,007	)	$	27,334	$	(1,420	)	$	4,504	$	395,104
Remaining useful life(6)						76		169			105		65

UnConsolidated Property	Building		Land		Above-Market Lease		Below-Market Lease			In-Place Lease		Debt (Premium)/ Discount		Other		Purchase Price
La Costa Town Center(2)	$	15,054	$	8,383	$	86	$	(2,069	)	$	2,046	$	—	$	—	$	23,500
The Fountains at Bay Hill(7)		9,029		9,905		249		(1,030	)		1,653		—		—		19,806
Total	$	24,083	$	18,288	$	335	$	(3,099	)	$	3,699	$	—	$	—	$	43,306
Remaining useful life(6)						34		106			55

(1) On October 19, 2012, the Company completed the acquisition of a portfolio of five retail shopping centers and a 50% tenant-in-common interest in a sixth retail shopping center (an unconsolidated property, The Fountains at Bay Hill), which are located in Florida and Virginia. The purchase price of $259.2 million

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includes $192.1 million in cash paid, the assumption of $62.0 million in mortgage notes (including $12.0 million at The Fountains at Bay Hill) and the issuance of 411,184 OP units with a fair value of approximately $5.1 million based on a closing price of $12.36 per share of common stock on the date of acquisition.

Five of the shopping centers are located in Orange County, Florida and comprise a total of approximately 319,000 square feet of GLA (the shopping center in which the Company has a 50% tenant-in-common interest comprises approximately 104,000 square feet of GLA). The sixth retail shopping center is located in Richmond, Virginia and comprises approximately 386,000 square feet of retail and commercial GLA, with an additional 339 apartment units on the upper levels of the shopping center. The Company has an agreement to purchase the remaining 50% tenant-in-common interest in the Florida shopping center if certain approvals are obtained. The Company’s proportionate share of the assets purchased and liabilities and debt assumed with the acquisition of The Fountains at Bay Hill property are reflected on the accompanying consolidated balance sheets as an investment in unconsolidated entities (for more details, see Note 15).

In connection with the acquisition of one of the Florida properties, the Company entered into a put option whereby it may resell the property to the former owner after a period of five years for a price equal to the original purchase price. The Company has estimated the asset to have a value of approximately $363,000 based on the fair value of the put option as of the date of acquisition. In addition, the Company has entered into a call option related to the acquisition of another Florida property whereby the former owner may purchase approximately 13,000 square feet of GLA currently utilized as its headquarters during a three-year period. The Company will account for the underlying lease as a direct finance lease and will continue to reflect the corresponding premises as leased and occupied until such time as the call option is exercised by the former owner. In connection with the acquisition, the value associated with the acquired building has been recorded net of the estimated fair value of the call option of $4.3 million.

(2) This property was originally purchased as a consolidated property. However, in September 2012, the La Costa Town Center property was contributed in exchange for proceeds of approximately $21.2 million to a newly-formed entity in which the Company holds a 20% ownership interest (see Note 15). The Company accounts for its remaining equity ownership in the property in a manner similar to the equity method of accounting, which is reflected in the accompanying consolidated balance sheets as an investment in unconsolidated entities.

(3) The purchase price of $52.3 million reflects $13.9 million in cash paid and the issuance of 3,230,769 shares of common stock with a fair value of approximately $39.1 million based on a closing price of $12.11 per share on the date of acquisition. The purchase price noted above is net of master lease agreements between the Company and the seller in the amount of $772,000 (included in other assets on the accompanying consolidated balance sheets) based on the estimated fair value of funds expected to be received from escrow in connection with the acquisition. Payments under the master lease agreements commenced upon the expiration of two existing leases in June 2012 and February 2013 (with terms through May 2013 and January 2015, respectively). In addition, the seller has agreed to reimburse the Company for any expenditures resulting from tenant improvements or leasing commissions related to the spaces to the extent that funds remain available pertaining to the master lease agreements. See Note 19 for a discussion of changes in the fair value of this asset after the initial acquisition.

(4) The purchase price of $23.8 million noted above includes a long-term asset recognized at acquisition with a valuation of approximately $3.0 million (included in other assets) and a long-term liability with a preliminary valuation of approximately $906,000 (included in accounts payable and other liabilities). The long-term asset and the long-term liability reflect the estimated fair value of funds expected to be received pursuant to an economic development agreement executed between the previous owner of the property and the City of Odessa and the portion of such funds that is owed to a third party. As a result of the agreement, the Company is eligible to receive a refund of up to $5.1 million in municipal sales taxes generated by retail sales at the property over a period of up to 15 years. Both the long-term asset and the long-term liability will be accreted to their respective gross balances of $5.1 million and $1.0 million, respectively, over periods of 14 years and three years, respectively.

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(5) Amount indicated as other for the West Broad Village acquisition includes approximately $2.4 million of furniture, fixtures and equipment associated with 339 apartment units on the property.

(6) Weighted-average remaining useful life (months) for recorded intangible assets and liabilities as of the date of acquisition.

(7) Amount of assets acquired and liabilities assumed for The Fountains at Bay Hill property reflect the Company’s 50% tenant-in-common interest in the property. These balances, as well as the Company’s $12.0 million proportionate share of the outstanding indebtedness at the property, are reflected as investment in unconsolidated entities on the accompanying consolidated balance sheets.

The following unaudited pro forma information for the years ended December 31, 2014, 2013 and 2012 has been prepared to reflect the incremental effect of the properties acquired in 2014, 2013 and 2012, as if such acquisitions had occurred on January 1, 2013, 2012 and 2011, respectively (dollars in thousands):

	Year Ended December 31,
	2014			2013		2012
Revenues	$	160,861		$	160,038	$	119,938
Net income(1)	$	11,212		$	19,804	$	5,197
Earnings per share	$	(0.03	)	$	0.17	$	(0.16	)

(1) Pro forma results for the years ended December 31, 2014, 2013 and 2012 were adjusted to exclude non-recurring acquisition costs of approximately $1.8 million, $241,000 and $919,000, respectively, related to the 2014, 2013 and 2012 acquisitions. The pro forma results for the year ended December 31, 2013 were adjusted to include non-recurring costs relating to the 2014 acquisitions of $1.8 million. The pro forma results for the year ended December 31, 2012 were adjusted to include non-recurring costs relating to the 2013 acquisitions of $241,000. A portion of the 2012 acquisitions were funded with proceeds from the offering of 8.125% Series B Cumulative Redeemable Preferred Stock (“Series B preferred stock”). However, pro forma net income for the year ended December 31, 2012 is not adjusted for this funding as the assumed Series B preferred stock quarterly dividends of approximately $1.9 million are not included in the determination of net income (included only as a reduction of net income (loss) attributable to the common stockholders).

4. Lease Intangible Assets, Net

Lease intangible assets, net, consisted of the following at December 31, 2014 and 2013 (in thousands):

	December 31,
	2014		2013
In-place leases, net of accumulated amortization of $31.1 million and $26.7 million as of December 31, 2014 and 2013, respectively (with a weighted average remaining life of 74 and 78 months as of December 31, 2014 and 2013, respectively)	$	78,336	$	47,058
Above-market leases, net of accumulated amortization of $8.8 million and $7.5 million as of December 31, 2014 and 2013, respectively (with a weighted average remaining life of 69 and 62 months as of December 31, 2014 and 2013, respectively)		16,436		13,725
Leasing commissions, net of accumulated amortization of $8.7 million and $7.1 million as of December 31, 2014 and 2013, respectively (with a weighted average remaining life of 93 and 99 months as of December 31, 2014 and 2013, respectively)		28,601		17,562
	$	123,373	$	78,345

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Estimated amortization of lease intangible assets as of December 31, 2014 and for each of the next five years and thereafter is as follows (in thousands):

Year	Amount
2015	$	28,060
2016		19,900
2017		16,585
2018		14,042
2019		10,856
Thereafter		33,930
Total	$	123,373

Amortization expense recorded on the lease intangible assets for the years ended December 31, 2014, 2013 and 2012 was $23.2 million, $23.4 million and $19.8 million, respectively. Included in these amounts are $4.4 million, $4.6 million and $3.4 million, respectively, of amortization of above-market lease intangible assets recorded against rental revenue.

5. Lease Intangible Liabilities, Net

Lease intangible liabilities, net consisted of the following at December 31, 2014 and 2013 (in thousands):

	December 31,
	2014		2013
Below-market leases, net of accumulated amortization of $11.0 million and $7.9 million as of December 31, 2014 and 2013, respectively (with a weighted average remaining life of 116 and 123 months as of December 31, 2014 and 2013, respectively)	$	42,470	$	28,114

Amortization recorded on the lease intangible liabilities for the years ended December 31, 2014, 2013 and 2012 was $4.8 million, $4.2 million and $3.4 million, respectively. These amounts were recorded as rental revenue in the Company’s consolidated statements of operations.

Estimated amortization of lease intangible liabilities as of December 31, 2014 and for each of the next five years and thereafter is as follows (in thousands):

Year	Amount
2015	$	6,333
2016		5,357
2017		4,958
2018		4,536
2019		3,993
Thereafter		17,293
Total	$	42,470

6. Variable Interest Entities

Consolidated Variable Interest Entities

Included within the consolidated financial statements is the 50% owned joint venture with AB Dothan, LLC, that is deemed a VIE, and for which the Company is the primary beneficiary as it has the power to direct activities that most significantly impact the economic performance of the VIE. The joint venture’s activities principally consist of owning and operating a neighborhood retail center with 171,670 square feet of GLA located in Dothan, Alabama.

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Also included within the consolidated financial statements is the 80% owned joint venture with West Broad Marketplace, LLC, that is deemed a VIE, and for which the Company is the primary beneficiary as it has the power to direct activities that most significantly impact the economic performance of the VIE. The joint venture’s initial activities principally consist of owning and developing a vacant land parcel and then operating a retail shopping center expected to contain approximately 405,000 square feet of GLA upon completion, located in Richmond, Virginia (recently acquired — see Note 3).

As of December 31, 2014 and 2013, the combined total carrying amount of assets of the Company’s VIEs was approximately $39.8 million and $15.5 million, respectively, which includes approximately $37.1 million and $13.3 million, respectively, of real estate assets at the end of each period. As of December 31, 2014 and 2013, the total carrying amount of liabilities was approximately $37.9 million and $14.3 million, respectively.

7. Mortgage Loan and Note Receivable

In June 2012, the Company extended a note receivable in the amount of $750,000 to a third party developer. The note receivable bore interest at 10.0% per annum, with the principal and accrued interest due upon maturity and was recourse to the borrower. In August 2014, the note receivable was settled pursuant to a transaction between the Company and the borrower in which the borrower agreed to a redemption of a profit participation interest in future cash flow distributions following completion of a ground-up development at the Company’s wholly-owned Plaza at Rockwall property. In connection with the redemption of the borrower’s interest, the Company agreed to a payment of approximately $2.0 million, comprised of a cash payment of $1.1 million and the settlement of the outstanding balance of the note receivable of $750,000 and accrued interest of $160,000.

8. Debt

Debt of the Parent Company

The Parent Company does not directly hold any indebtedness. All of the Company’s debt is held directly or indirectly by the Operating Partnership. However, the Parent Company has guaranteed the Operating Partnership’s mortgage loan secured by the Red Rock Commons property, the Operating Partnership’s unsecured revolving credit facility (including the letter of credit that secures the redevelopment revenue bonds at the Northside Mall property) and the Operating Partnership’s senior unsecured notes.

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Debt of the Operating Partnership

Mortgages Payable

Mortgages payable held by the Operating Partnership at December 31, 2014 and 2013 consist of the following (dollars in thousands):

	Carrying Amount of Mortgage Notes				Contractual Interest Rate			Effective Interest Rate			Monthly Payment(1)		Maturity Date
Property Pledged as Collateral	December 31, 2014		December 31, 2013
Edwards Theatres	$	—	$	11,520		—			—		$	—		—
Red Rock Commons		—		13,970		—			—			—		—
Excel Centre		—		12,018		—			—			—		—
Merchant Central		—		4,370		—			—			—		—
Gilroy Crossing		—		45,836		—			—			—		—
The Promenade		46,125		47,957		4.80	%		4.80	%		344		October 2015
5000 South Hulen		13,174		13,421		5.60	%		6.90	%		83		April 2017
Lake Pleasant Pavilion		27,513		27,855		6.09	%		5.00	%		143		October 2017
West Broad Marketplace(2)		1,772		—		2.49	%		2.49	%		2		January 2018
Rite Aid — Vestavia Hills		833		1,015		7.25	%		7.25	%		21		October 2018
Living Spaces-Promenade		6,667		7,075		7.88	%		4.59	%		80		November 2019
West Broad Village		39,700		39,700		3.33	%		3.33	%		110		May 2020
Downtown at the Gardens		42,545		—		4.60	%		4.00	%		253		June 2022
Lowe’s, Shippensburg		—		13,157
Northside Mall(3)		12,000		12,000		0.05	%		1.05	%		1		November 2035
		190,329		249,894
Plus: premium(4)		2,419		1,297
Mortgage notes payable, net	$	192,748	$	251,191

(1) Amount represents the monthly payment of principal and interest at December 31, 2014.

(2) In December 2014, the Company entered into a $58.0 million construction loan in connection with its acquisition of a developable land parcel at the West Broad Marketplace property. The maturity date of the construction loan is January 2018, but may be extended for an additional two one-year periods through January 2020 upon the payment of an extension fee. As of December 31, 2014, the construction loan bore interest at the rate of LIBOR plus a margin of 230 basis points (variable interest rate of 2.49% at December 31, 2014).

(3) The debt represents redevelopment revenue bonds to be used for the redevelopment of this property, which mature in November 2035. Interest is reset weekly and determined by the bond remarketing agent based on the market value of the bonds (interest rate of 0.05% at December 31, 2014 and 0.10% at December 31, 2013). The interest rate on the bonds is currently priced off of the Securities Industry and Financial Markets Association Index but could change based on the credit of the bonds. The bonds are secured by a $12.1 million letter of credit issued by the Company from the Company’s unsecured revolving credit facility. An underwriter’s discount related to the original issuance of the bonds with a remaining balance of $100,000 and $105,000 at December 31, 2014 and 2013, respectively, is being amortized as additional interest expense through November 2035.

(4) Represents (a) the fair value adjustment on assumed debt on acquired properties at the time of acquisition to account for below- or above-market interest rates and (b) an underwriter’s discount for the issuance of redevelopment bonds.

Total interest cost capitalized for the years ended December 31, 2014, 2013 and 2012 was $1.4 million, $142,000 and $243,000, respectively.

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The Company’s mortgage debt maturities at December 31, 2014 for each of the next five years and thereafter are as follows (dollars in thousands):

Year Ending December 31,	Amount
2015	$	48,606
2016		3,070
2017		42,192
2018		4,722
2019		6,390
Thereafter		85,349
	$	190,329

Term Loan:

On December 18, 2014, the Operating Partnership entered into a term loan agreement (the “Term Loan”) with a borrowing capacity of up to $50.0 million. The Term Loan bears interest at the rate of LIBOR plus a margin of 115 basis points and has an initial maturity date of June 30, 2015, which may be extended for an additional five months at the Operating Partnership’s option and upon the payment of an extension fee. Outstanding borrowings may be prepaid by the Operating Partnership in whole or in part at any time prior to the maturity date with three days prior notice. Under the Term Loan, the Operating Partnership is subject to the same covenants as those required under the Company’s unsecured revolving credit facility (as noted below). Borrowings under the Term Loan were $50.0 million (included in the balance of notes payable in the accompanying consolidated balance sheets) with an interest rate of 1.32% at December 31, 2014. At December 31, 2014, the Operating Partnership believes that it was in compliance with all financial covenants.

Notes Payable:

Unsecured Revolving Credit Facility

The Operating Partnership’s unsecured revolving credit facility has a borrowing capacity of $300.0 million, which may be increased from time to time up to an additional $200.0 million for a total borrowing capacity of $500.0 million, subject to receipt of lender commitments and other conditions precedent. The maturity date is April 6, 2018 and may be extended for an additional nine months at the Operating Partnership’s option. The Operating Partnership is subject to covenants requiring, among other things, the maintenance of (1) maximum leverage ratios on unsecured, secured and overall debt and (2) minimum fixed coverage ratios. At December 31, 2014, the Operating Partnership believes that it was in compliance with all financial covenants in the credit agreement.

As of December 31, 2014, the unsecured revolving credit facility bore interest at the rate of LIBOR plus a margin of 90 to 170 basis points (margin of 130 basis point at December 31, 2014), depending on the Parent Company’s credit rating. As of December 31, 2014, the Operating Partnership was responsible for paying a fee of 0.25% or 0.30% on the full capacity of the facility. Borrowings under the unsecured revolving credit facility were $238.0 million and $179.5 million with a weighted-average interest rate of 1.47% and 1.67% at December 31, 2014 and 2013, respectively. The Operating Partnership has issued $16.9 million in letters of credit from the unsecured revolving credit facility, which secure an outstanding $12.0 million bond payable for the Northside Mall property and construction activities at the Southlake Park Village property. The Northside Mall property bond is included with the mortgages payable on the Company’s consolidated balance sheets. At December 31, 2014, there was approximately $45.1 million available for borrowing under the unsecured revolving credit facility.

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Unsecured Notes:

Unsecured Senior Notes due 2020 and 2023

As of December 31, 2014, the Operating Partnership had outstanding $100.0 million aggregate principal amount of senior unsecured notes issued to various entities associated with the Prudential Capital Group. Of the senior unsecured notes, $75.0 million are designated Series A Notes and will mature in November 2020, with a fixed interest rate of 4.40%, and $25.0 million are designated Series B Notes and will mature in November 2023, with a fixed interest rate of 5.19% (the Series A Notes and the Series B Notes are referred to collectively as the “Notes due 2020 and 2023”). The terms of the Notes due 2020 and 2023 are governed by a Note Purchase Agreement, dated November 12, 2013 (the “Purchase Agreement”), among the Operating Partnership, as issuer, the Parent Company and the purchasers named therein. Interest on the Notes due 2020 and 2023 is payable quarterly, beginning on February 12, 2014. The Operating Partnership may prepay all or a portion of the Notes due 2020 and 2023 upon notice to the holders for 100% of the principal amount so prepaid plus a make-whole premium as set forth in the Purchase Agreement.

The Purchase Agreement contains various restrictive covenants, including limitations on the Operating Partnership’s ability to incur additional indebtedness and requirements to maintain a pool of unencumbered assets. The Operating Partnership’s obligations under the Notes due 2020 and 2023 are fully and unconditionally guaranteed by the Parent Company and certain of its subsidiaries. Certain events would be considered events of default and could result in the acceleration of the maturity of the Notes.

Unsecured Senior Notes due 2024

On May 12, 2014, the Operating Partnership completed the issuance of $250.0 million aggregate principal amount of 4.625% senior unsecured notes due 2024 (the “Notes due 2024”). The Notes due 2024 bear interest at 4.625% per annum and were issued at 99.477% of the principal amount to yield 4.691% to maturity. Interest is payable on May 15 and November 15 of each year beginning November 15, 2014 until the maturity date of May 15, 2024. The Operating Partnership’s obligations under the Notes due 2024 are fully and unconditionally guaranteed by the Parent Company. On or before February 15, 2024, the Operating Partnership may redeem all or a portion of the Notes due 2024 upon notice to the holders at a redemption price equal to the greater of (1) 100% of the principal amount of the Notes due 2024 being redeemed and (2) 100% of the principal amount plus a make-whole premium as set forth in the Indenture governing the Notes due 2024 (the “Indenture”), plus accrued and unpaid interest up to, but not including, the redemption date. After February 15, 2024, the redemption price will be equal to 100% of the principal amount of the Notes due 2024 being redeemed, plus accrued and unpaid interest up to, but not including, the redemption date.

The Notes due 2024 are senior unsecured obligations of the Operating Partnership and rank equally in right of payment with all other senior unsecured indebtedness of the Operating Partnership. However, the Notes due 2024 are effectively subordinated to the Operating Partnership’s existing and future mortgages and other secured indebtedness (to the extent of the value of the collateral securing such indebtedness) and to all existing and future preferred equity and liabilities, whether secured or unsecured, of the Operating Partnership’s subsidiaries, including guarantees provided by the Operating Partnership’s subsidiaries under the Company’s unsecured line of credit.

The Indenture contains certain covenants that, among other things, limit the Company’s ability to consummate a merger, consolidation or sale of all or substantially all of its assets or incur additional indebtedness.

106

The carrying value of the Notes due 2024 as of December 31, 2014 and 2013 was as follows (in thousands):

	December 31,
	2014			2013
Principal amount	$	250,000			—
Unamortized debt discount		(1,242	)		—
Carrying value	$	248,758		$	—

9. Earnings Per Share of the Parent Company

Basic earnings (loss) per share of the Parent Company is computed by dividing income (loss) applicable to common stockholders by the weighted average shares outstanding, as adjusted for the effect of participating securities. The Parent Company’s unvested restricted share awards are participating securities as they contain non-forfeitable rights to dividends. The impact of unvested restricted share awards on earnings (loss) per share has been calculated using the two-class method whereby earnings are allocated to the unvested restricted share awards based on dividends and the unvested restricted shares’ participation rights in undistributed earnings (losses).

The calculation of diluted earnings per share for the year ended December 31, 2014 does not include 601,366 shares of unvested restricted common stock or 1,019,523 OP units, as the effect of including these equity securities was anti-dilutive to loss from continuing operations and net loss attributable to the common stockholders. The calculation of diluted earnings per share for the year ended December 31, 2013 does not include 669,587 shares of unvested restricted common stock or 1,197,553 OP units, as the effect of including these equity securities was anti-dilutive to loss from continuing operations and net loss attributable to the common stockholders. The calculation of diluted earnings per share for the year ended December 31, 2012 does not include 701,396 shares of unvested restricted common stock, 72,944 shares of contingently issuable common stock related to the 2011 Edwards Theatres property acquisition, or 1,231,496 OP units, as the effect of including these equity securities was anti-dilutive to loss from continuing operations and net loss attributable to the common stockholders. In addition, 2,979,720, 3,347,661 and 3,333,400 shares of common stock, which were issuable upon settlement of the conversion feature of the 7.00% Series A Cumulative Convertible Perpetual Preferred Stock (“Series A preferred stock”) for the years ended December 31, 2014, 2013 and 2012, respectively, were anti-dilutive and were not included in the calculation of diluted earnings per share based on the “if converted” method.

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Computations of basic and diluted earnings per share for the years ended December 31, 2014, 2013 and 2012 were as follows (in thousands, except share data):

	Year Ended December 31,
	2014			2013			2012
Basic earnings per share:
Income (loss) from continuing operations	$	9,092		$	7,573		$	1,710
Preferred dividends		(10,380	)		(10,976	)		(10,353	)
Cost of redemption of preferred stock		(1,687	)		—			—
Allocation to participating securities		(299	)		(419	)		(456	)
Income from continuing operations attributable to non-controlling interests		(340	)		(531	)		(340	)
Loss from continuing operations applicable to the common stockholders	$	(3,614	)	$	(4,353	)	$	(9,439	)
Net income (loss) attributable to the common stockholders	$	(3,315	)	$	8,548		$	(8,490	)
Allocation to participating securities		(299	)		(419	)		(456	)
Net income (loss) applicable to the common stockholders	$	(3,614	)	$	8,129		$	(8,946	)
Weighted-average common shares outstanding:
Basic and diluted		54,340,537			46,925,760			34,680,877
Basic and diluted earnings per share:
Loss from continuing operations per share attributable to the common stockholders	$	(0.07	)	$	(0.09	)	$	(0.27	)
Income from discontinued operations per share attributable to the common stockholders		—			0.26			0.01
Net income (loss) per share attributable to the common stockholders	$	(0.07	)	$	0.17		$	(0.26	)

10. Earnings Per Unit of the Operating Partnership

Basic earnings (loss) per unit of the Operating Partnership is computed by dividing income (loss) applicable to unitholders by the weighted average OP units outstanding, as adjusted for the effect of participating securities. The Operating Partnership’s unvested restricted OP unit awards are participating securities as they contain non-forfeitable rights to dividends. The impact of unvested restricted OP unit awards on earnings (loss) per unit has been calculated using the two-class method whereby earnings are allocated to the unvested restricted OP unit awards based on distributions and the unvested restricted OP units’ participation rights in undistributed earnings (losses).

The calculation of diluted earnings per unit for the year ended December 31, 2014 does not include 601,366 unvested restricted OP units, as the effect of including these equity securities was anti-dilutive to loss from continuing operations and net loss attributable to the unitholders. The calculation of diluted earnings per unit for the year ended December 31, 2013 does not include 669,587 unvested restricted OP units as the effect of including these equity securities was anti-dilutive to loss from continuing operations and net loss attributable to the unitholders. The calculation of diluted earnings per unit for the year ended December 31, 2012 does not include 701,396 unvested restricted OP units or 72,944 units of contingently issuable OP units related to the 2011 Edwards Theatres property acquisition as the effect of including these equity securities was anti-dilutive to loss from continuing operations and net loss attributable to the unitholders. In addition, 2,979,720, 3,347,661 and 3,333,400 OP units, which were issuable upon settlement of the conversion feature of the 7.00% Series A

108

Cumulative Convertible Perpetual Preferred Units (“Series A preferred units”) for the years ended December 31, 2014, 2013 and 2012, respectively, were anti-dilutive and were not included in the calculation of diluted earnings per unit based on the “if converted” method.

Computations of basic and diluted earnings per unit for the years ended December 31, 2014, 2013 and 2012 were as follows (in thousands, except unit data):

	Year Ended December 31,
	2014			2013			2012
Basic earnings per unit:
Income (loss) from continuing operations	$	9,092		$	7,573		$	1,710
Preferred distributions		(10,380	)		(10,976	)		(10,353	)
Cost of redemption of preferred OP units		(1,687	)		—			—
Allocation to participating securities		(299	)		(419	)		(456	)
Income from continuing operations attributable to non-controlling interests		(366	)		(335	)		(279	)
Loss from continuing operations applicable to the unitholders	$	(3,640	)	$	(4,157	)	$	(9,378	)
Net income (loss) attributable to the unitholders	$	(3,341	)	$	8,781		$	(8,787	)
Allocation to participating securities		(299	)		(419	)		(456	)
Net income (loss) applicable to the unitholders	$	(3,640	)	$	8,362		$	(9,243	)
Weighted-average common OP units outstanding:
Basic and diluted		55,495,318			48,123,312			35,912,370
Basic and diluted earnings per unit:
Loss from continuing operations per unit attributable to the unitholders	$	(0.07	)	$	(0.09	)	$	(0.26	)
Income from discontinued operations per unit attributable to the unitholders		—			0.26			—
Net income (loss) per unit attributable to the unitholders	$	(0.07	)	$	0.17		$	(0.26	)

11. Derivatives and Hedging Activities

In December 2010, the Company executed two pay-fixed interest rate swaps with a notional value of $55.8 million (weighted average interest rate of 1.41%) to hedge the variable cash flows associated with one of the Company’s mortgage payables. As a result of the interest rate swaps, the Company either (1) received the difference between a fixed interest rate (the “Strike Rate”) and one-month LIBOR if the Strike Rate was less than LIBOR or (2) paid such difference if the Strike Rate was greater than LIBOR. No initial investment was made to enter into either of the interest rate swap agreements. The two interest rate swaps were settled during the three months ended December 31, 2013 in connection with the repayment of the underlying mortgage note at the Park West Place property. The Company had no derivative financial instruments prior to the execution of the two swaps.

During the years ended December 31, 2014, 2013 and 2012, the Company did not record any amounts in earnings attributable to hedge ineffectiveness.

109

Tabular Disclosure of the Effect of Derivative Instruments on the Income Statement

The tables below present the effect of the Company’s derivative financial instruments on the consolidated statements of operations for the years ended December 31, 2014, 2013 and 2012 (in thousands):

	Years Ended December 31,
	2014		2013			2012
Amount of unrealized gain (loss) recognized in OCI (effective portion):
Interest rate swaps	$	—	$	(19	)	$	(305	)
Other derivatives		—		—			—
Total	$	—	$	(19	)	$	(305	)
Amount of loss reclassified from accumulated OCI into income (effective portion):
Interest rate swaps (interest expense)	$	—	$	(639	)	$	(649	)
Other derivatives		—		—			—
Total	$	—	$	(639	)	$	(649	)
Amount of gain (loss) recognized in income (ineffective portion and amount excluded from effectiveness testing):
Interest rate swaps (other income/expense)	$	—	$	—		$	—
Other derivatives (changes in fair value of financial instruments and gain on OP unit redemption)		—		230			1,530
Total	$	—	$	230		$	1,530

12. Equity of the Parent Company

The Parent Company has issued restricted stock awards to senior executives, directors and employees totaling 1,324,509 shares of common stock (net of forfeitures and unvested awards of 492,864 shares), which are included in the total shares of common stock outstanding as of December 31, 2014.

As of December 31, 2014, the Parent Company had outstanding 1,180,975 shares of Series A preferred stock, with a liquidation preference of $25.00 per share. The Parent Company pays cumulative dividends on the Series A preferred stock when, as and if declared by the Parent Company’s board of directors, at a rate of 7.00% per annum, subject to adjustment in certain circumstances. The annual dividend on each share of Series A preferred stock is $1.75, payable quarterly in arrears on or about the 15th day of January, April, July and October of each year. Holders of the Series A preferred stock generally have no voting rights except for limited voting rights if the Parent Company fails to pay dividends for six or more quarterly periods (whether or not consecutive) and in certain other circumstances. The Series A preferred stock is convertible, at the holders’ option, at any time and from time to time, into common stock of the Parent Company. The initial conversion rate of the Series A preferred stock was 1.6667 shares of common stock per share of Series A preferred stock. Effective September 26, 2013 (the ex-dividend date), the conversion rate was adjusted to 1.6836 shares of common stock per share of Series A preferred stock as a result of the aggregate dividends that the Parent Company declared and paid on its common stock, beginning with the quarter ended September 30, 2011 and through the quarter ended September 30, 2013, being in excess of the reference dividend of $0.15 per share. The conversion rate will continue to be subject to customary adjustments in certain circumstances. Since April 1, 2014, the Parent Company has had, the option to convert some or all of the Series A preferred stock into common stock if the closing price of the common stock equals or exceeds 140% of the conversion price for at least 20 of the 30 consecutive trading days ending the day before the notice of exercise of conversion is sent and the Parent Company has either declared and paid, or declared and set apart for payment, any unpaid dividends that are in arrears on the Series A preferred stock.

110

As of December 31, 2014, the Parent Company had outstanding 3,680,000 shares of Series B preferred stock, with a liquidation preference of $25.00 per share. The Parent Company pays cumulative dividends on the Series B preferred stock, when, as and if declared by the Parent Company’s board of directors, at a rate of 8.125% per annum, subject to adjustment in certain circumstances. The annual dividend on each share of Series B preferred stock is $2.03125, payable quarterly in arrears on or about the 15th day of January, April, July and October of each year. Holders of the Series B preferred stock generally have no voting rights except for limited voting rights if the Parent Company fails to pay dividends for six or more quarterly periods (whether or not consecutive) and in certain other circumstances. At any time on and after January 31, 2017, the Parent Company may, at its option, redeem the Series B preferred stock, in whole or from time to time in part, by paying $25.00 per share, plus any accrued and unpaid dividends to, but not including, the date of redemption. In addition, upon the occurrence of a change of control, the Parent Company or a successor may, at its option, redeem the Series B preferred stock, in whole or in part and within 120 days after the first date on which such change of control occurred, by paying $25.00 per share, plus any accrued and unpaid dividends to, but not including, the date of redemption.

The Parent Company’s board of directors has authorized a stock repurchase program under which the Parent Company may acquire up to $50.0 million of its common stock and preferred stock in open market and negotiated purchases with no expiration date (the repurchase program was increased from $30.0 million to $50.0 million in February 2014). During the year ended December 31, 2014, the Parent Company repurchased 105,775 shares of its common stock for an aggregate cost of approximately $1.4 million (including transaction costs) at a weighted-average purchase price of $12.52 per share, and 819,025 shares of its Series A preferred stock for an aggregate cost of approximately $21.2 million (including transaction costs) at a weighted-average purchase price of $25.68 per share. The repurchased shares of common stock and preferred stock were subsequently retired by the Parent Company and resulted in a cost of approximately $1.7 million for the repurchase of the preferred stock, which is classified as cost of redemption of preferred stock on the accompanying consolidated statements of operations and comprehensive income. No stock was repurchased during the year ended December 31, 2013. As of December 31, 2014, approximately $20.9 million remained available under the stock repurchase program to acquire outstanding shares of the Parent Company’s common stock and preferred stock.

The Parent Company and the Operating Partnership have entered into equity distribution agreements (the “Equity Distribution Agreements”) with four sales agents, under which the Parent Company can issue and sell shares of its common stock from time to time through, at its discretion, any of the sales agents. The Equity Distribution Agreements were initially entered into in March 2012 with an aggregate offering price of up to $50.0 million and subsequently amended and restated in May 2013, permitting additional sales with an aggregate offering price of up to $100.0 million. The sales of common stock made under the Equity Distribution Agreements are made in “at the market” offerings as defined in Rule 415 under the Securities Act of 1933, as amended. During the year ended December 31, 2013, the Parent Company issued 3,211,928 shares of common stock pursuant to the Equity Distribution Agreements, resulting in net proceeds of approximately $40.7 million at an average stock issuance price of $13.05 per share. The net proceeds of $40.7 million were contributed to the Operating Partnership in exchange for 3,211,928 OP units. During the year ended December 31, 2014, the Parent Company did not issue any shares pursuant to the Equity Distribution Agreements. Subsequent to December 31, 2014, the Parent Company issued 2,227,456 shares of common stock pursuant to the Equity Distribution Agreements, resulting in net proceeds of approximately $30.2 million at an average stock issuance price of $13.75 per share. The net proceeds of $30.2 million were contributed to the Operating Partnership in exchange for 2,227,456 OP units. Approximately $64.4 million remained available under the Equity Distribution Agreements to issue and sell shares of the Parent Company’s common stock (including the effect of the subsequent issuances).

On June 25, 2014, the Parent Company completed the issuance of 12,650,000 shares of common stock, including the exercise of the underwriters’ option to purchase an additional 1,650,000 shares, resulting in net proceeds of approximately $160.5 million, after deducting the underwriters’ discount and commissions and offering expenses. The net proceeds were contributed to the Operating Partnership in exchange for 12,650,000 OP units.

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Consolidated net income is reported in the Company’s consolidated financial statements at amounts that include the amounts attributable to both the common stockholders and the non-controlling interests. A charge/credit is recorded each period in the consolidated statements of income for the non-controlling interests’ proportionate share of the Company’s net income (loss).

On December 31, 2014, the Parent Company accrued for a dividend of $10.7 million payable to the common stockholders of record, a dividend of $2.4 million payable to the preferred stockholders of record and a distribution of $178,000 payable to the holders of OP units of record as of December 31, 2014, each of which was paid in January 2015.

2010 Equity Incentive Award Plan

The Company has established the 2010 Equity Incentive Award Plan of Excel Trust, Inc. and Excel Trust, L.P. (the “2010 Plan”), pursuant to which the Parent Company’s board of directors or a committee of its independent directors may make grants of stock options, restricted stock, stock appreciation rights and other stock-based awards to its non-employee directors, employees and consultants (an equivalent amount of common OP units are issued to the Parent Company for each such grant with similar terms and conditions). The maximum number of shares of the Parent Company’s common stock that may be issued pursuant to the 2010 Plan is 2,850,000 (of which 1,525,491 shares of common stock remained available for issuance as of December 31, 2014).

The following shares of restricted common stock were issued during the year ended December 31, 2014:

Grant Date	Price at Grant Date		Number		Vesting Period (yrs.)
March 7, 2014(1)	$	12.57		4,000		4
March 18, 2014(2)	$	12.80		558,331		1, 3
March 24, 2014(3)	$	12.56		83,500		3
May 13, 2014(4)	$	12.89		12,412		1

(1) Shares issued to certain of the Company’s employees. These shares vest over four years with 25% vesting on the first anniversary of the grant date and the remainder vesting in equal quarterly installments thereafter.

(2) Shares issued to senior management and other employees of the Company. A portion of the stock grants (452,500 shares of restricted common stock) vest over a three-year period and include performance or service conditions. The remaining stock grants (105,831 shares of restricted common stock) include a variety of performance and market conditions, with the restricted shares vesting on December 31, 2014 based on the achievement of the Company’s objectives during the year ended December 31, 2014.

(3) Shares issued to certain of the Company’s employees. These shares vest over a three-year period with 33% vesting in equal annual installments on December 31, 2014, 2015 and 2016.

(4) Shares issued to members of the Company’s board of directors. These shares vest in equal quarterly installments.

Shares of the Parent Company’s restricted common stock generally may not be sold, pledged, assigned or transferred in any manner other than by will or the laws of descent and distribution or, subject to the consent of the administrator of the 2010 Plan, a domestic relations order, unless and until all restrictions applicable to such shares have lapsed. Such restrictions expire upon vesting. Shares of the Parent Company’s restricted common stock have full voting rights and rights to dividends upon grant. The Company recognized compensation expense during the years ended December 31, 2014, 2013 and 2012 of $4.6 million, $2.3 million and $3.2 million, respectively, related to the restricted common stock grants ultimately expected to vest. ASC Topic 718, Compensation — Stock Compensation, requires forfeitures to be estimated at the time of grant and revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates. The Company has estimated $0 in forfeitures for all periods presented. Stock compensation expense is included in general and administrative expense in the accompanying consolidated statements of operations.

112

As of December 31, 2014 and 2013, there was approximately $5.1 million and $1.6 million, respectively; of total unrecognized compensation expense related to the non-vested shares of the Parent Company’s restricted common stock. As of December 31, 2014 and 2013, this expense was expected to be recognized over a weighted-average remaining period of 1.8 and 1.1 years, respectively.

	Number of Nonvested Shares of Restricted Common Stock			Weighted Average Grant Date Fair Value
Balance — January 1, 2014		611,683		$	9.73
Grants		658,243		$	12.77
Forfeitures/Expirations		(469,864	)	$	8.90
Vested		(372,482	)	$	12.69
Balance — December 31, 2014(1)		427,580		$	12.75

(1) During the year ended December 31, 2014, 597 shares of common stock were surrendered to the Parent Company and subsequently retired in lieu of cash payments for taxes due on the vesting of restricted stock. The forfeiture of these shares is reflected in the accompanying consolidated statements of equity and capital as a decrease of the total restricted common shares issued during each period presented.

Agreements to provide profit participation interests related to development projects at certain properties are treated as stock-based compensation awards granted to a non-employee, which are classified as liabilities. The liability awards are carried at the greater of the grant date fair value or the estimated amount that would be owed if the obligation were to be settled as of the reporting date. There were no new profit participation interests awards granted during the year ended December 31, 2014. The current estimated settlement values for each of the profit participation interests are based on discounted cash flow models for each of the individual development projects subject to the awards. The critical assumptions utilized in those models at December 31, 2014 were the discount rates (ranging from 14.1% to 14.6%) and terminal capitalization rates (ranging from 7.85% to 8.25%). Other relevant assumptions in the models included estimates of remaining costs to complete construction and rental rate and lease-up assumptions. A profit participation interest related to a development project at the Plaza at Rockwall property in the amount of approximately $2.0 million was settled during the year ended December 31, 2014 (See Note 7). At December 31, 2014, obligations related to profit participation interests in the amount of approximately $2.9 million are included in other liabilities in the accompanying consolidated balance sheets.

401(k) Retirement Plan

The Company maintains a 401(k) retirement plan covering substantially all employees, which permits participants to defer up to the maximum allowable amount of their eligible compensation as determined by the Internal Revenue Service. This deferred compensation, together with Company matching contributions equal to 100% of employee deferrals up to 3.0% of eligible compensation and 50% of employee deferrals for the next 2.0% of eligible compensation, is fully vested and funded as of December 31, 2014. Costs related to the matching portion of the plan for the years ended December 31, 2014, 2013 and 2012 were approximately $160,000, $150,000 and $119,000, respectively.

13. Equity of the Operating Partnership

As of December 31, 2014, the Operating Partnership had outstanding 62,132,895 OP units. The Parent Company owned 98.3% of the partnership interests in the Operating Partnership at December 31, 2014, is the Operating Partnership’s general partner and is responsible for the management of the Operating Partnership’s business. As the general partner of the Operating Partnership, the Parent Company effectively controls the ability to issue common stock of the Parent Company upon a limited partner’s notice of redemption. In addition, the Parent Company has generally acquired OP units upon a limited partner’s notice of redemption in exchange for

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shares of its common stock. The redemption provisions of OP units owned by limited partners that permit the Parent Company to settle in either cash or common stock at the option of the Parent Company are further evaluated in accordance with applicable accounting guidance to determine whether temporary or permanent equity classification on the balance sheet is appropriate. The Operating Partnership evaluated this guidance, including the requirement to settle in unregistered shares, and determined that these OP units meet the requirements to qualify for presentation as permanent equity.

As of December 31, 2014, the Operating Partnership had outstanding 1,180,975 Series A preferred units and 3,680,000 8.125% Series B Cumulative Redeemable Preferred Units (collectively referred to as the “Preferred Units”). The Preferred Units were issued to the Parent Company in exchange for the net proceeds from the issuance of preferred stock of the Parent Company and contain the same terms and conditions as the preferred stock instruments (including, among other things, distribution rates and exchange or redemption provisions).

During the year ended December 31, 2014, the Operating Partnership repurchased 819,025 Series A preferred units from the Parent Company (in connection with the Parent Company’s repurchase of its Series A preferred stock) for an aggregate cost of approximately $21.2 million at a weighted-average purchase price of $25.68 per unit. The Series A preferred units were subsequently retired by the Operating Partnership. The repurchase resulted in a cost of approximately $1.7 million, which is classified as cost of redemption of preferred units on the accompanying consolidated statements of operations.

During the year ended December 31, 2014, the Operating Partnership repurchased 105,775 common OP units from the Parent Company (in connection with the Parent Company’s repurchase of its common stock) for an aggregate cost of approximately $1.4 million at a weighted-average purchase price of $12.52 per unit. The OP units were subsequently retired by the Operating Partnership. No OP units were repurchased from the Parent Company in connection with repurchases of its common stock during the year ended December 31, 2013.

In connection with the Equity Distribution Agreements, during the year ended December 31, 2013 the Operating Partnership issued 3,211,928 OP units to the Parent Company in exchange for net proceeds of approximately $40.7 million. During the year ended December 31, 2014, the Operating Partnership did not issue any OP units to the Parent Company in connection with the Equity Distribution Agreements. Subsequent to December 31, 2014, the Operating Partnership issued 2,227,456 OP units to the Parent Company in exchange for net proceeds of approximately $30.2 million.

On June 25, 2014, the Operating Partnership issued 12,650,000 OP units to the Parent Company in exchange for net proceeds of approximately $160.5 million (in connection with the Parent Company’s public offering of common stock).

Consolidated net income is reported in the Operating Partnership’s consolidated financial statements at amounts that include the amounts attributable to both the unitholders and the non-controlling interests in a consolidated joint venture property.

The following table shows the vested partnership interests in the Operating Partnership as of December 31, 2014 and 2013:

	December 31, 2014					December 31, 2013
	OP Units		Percentage of Total			OP Units		Percentage of Total
Excel Trust, Inc.		60,685,792		98.3	%		47,769,682		97.9	%
Non-controlling interests consisting of:
OP units held by employees and third parties		1,019,523		1.7	%		1,019,523		2.1	%
Total		61,705,315		100.0	%		48,789,205		100.0	%

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14. Discontinued Operations

On July 19, 2013, the Company completed the disposition of the Walgreens property, located in North Corbin, Kentucky, for a sales price of approximately $4.5 million, excluding closing costs. On September 13, 2013, the Company completed the disposition of the Grant Creek Town Center property, located in Missoula, Montana, for a sales price of approximately $32.3 million, excluding closing costs. The Grant Creek Town Center property sale was classified as an exchange pursuant to section 1031 of the Internal Revenue Code of 1986, as amended (the “Code”); therefore, the funds were restricted as to their usage and were reflected as restricted cash on the consolidated balance sheets until subsequently utilized to provide the purchase price for the acquisition of two properties during the year ended December 31, 2013 — see Note 3.

All properties sold were part of the retail properties segment — see Note 20. The following table provides information regarding the disposition of the properties:

	(in thousands)
Property	Sales Price		Gain on Sale		Date of Sale		Acquisition Date
Walgreens — North Corbin	$	4,514	$	1,129		7/19/2013		5/24/2010
Grant Creek Town Center	$	32,343	$	10,926		9/13/2013		8/27/2010

The results of operations for these properties are reported as discontinued operations for all periods presented in the accompanying consolidated statements of operations. The following table summarizes the revenue and expense components that comprise income from discontinued operations (dollars in thousands):

	Years Ended December 31,
	2014		2013			2012
Total revenues	$	—	$	1,805		$	2,723
Total expenses		—		1,341			2,588
Income before non-controlling interests and gain on sale of real estate assets from discontinued operations		—		464			135
Gain on sale of real estate assets from discontinued operations		—		12,055			—
Non-controlling interest in discontinued operations(1)		—		(37	)		358
Income from discontinued operations available to the common stockholders	$	—	$	12,482		$	493

(1) Amounts represent the portion of non-controlling interest related to OP units not held by the Parent Company that would be attributable to discontinued operations (no amounts would be allocable with respect to the consolidated financial statements of the Operating Partnership).

15. Investment in Unconsolidated Entities

In September 2012, the Company formed a limited liability company (“La Costa LLC”) with GEM Realty Capital, Inc. (“GEM”) in which the Company and GEM held 20% and 80% ownership interests, respectively. La Costa LLC was the owner of the La Costa Town Center property. The Company’s ownership interest in La Costa LLC was reflected in the accompanying balance sheets at the Company’s historical cost basis as an investment in a profit-sharing arrangement. La Costa LLC did not qualify as a VIE and consolidation was not required as the Company did not control the operations of the property and the majority owner bore the majority of any losses incurred. On October 9, 2014, the La Costa LLC completed the disposition of the La Costa Town Center property for a sales price of approximately $31.6 million, excluding closing costs (the Company’s proportionate share of the sales price was $6.3 million). The sale resulted in the Company’s recognition of a gain of approximately $2.1 million on the disposition of its investment in the entity, which was recognized in income in equity from unconsolidated entities on the accompanying consolidated statements of operations.

The Company holds a 50% tenant-in-common ownership interest in The Fountains at Bay Hill property (“Bay Hill”). The remaining 50% undivided interest in the Bay Hill property is held by MDC Fountains, LLC

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(“MDC”). The Bay Hill property does not qualify as a VIE and consolidation is not required as the Company does not control the operations of the property. The Company receives 50% of the cash flow distributions and recognizes 50% of the results of operations. In addition, the Company receives fees in its role as the day-to-day property manager. The Company’s 50% ownership interest is reflected in the accompanying balance sheets as an investment in unconsolidated entities and the Company’s interest in the income or losses of the property is recorded based on the equity method of accounting.

General information on the Bay Hill property as of December 31, 2014 is as follows:

Unconsolidated Investment	Partner		Ownership Interest			Formation/ Acquisition Date	Property
Bay Hill(1)		MDC		50	%	October 19, 2012	The Fountains at Bay Hill

(1) At December 31, 2014, Bay Hill had real estate assets of $36.4 million, total assets of $39.4 million, mortgages payable of $24.0 million and total liabilities of $25.8 million. At December 31, 2013, Bay Hill had real estate assets of $37.0 million, total assets of $39.9 million, mortgages payable of $23.4 million and total liabilities of $25.6 million. Total revenues were $4.0 million, $3.8 million and $682,000, total expenses were $2.8 million, $3.3 million and $800,000 (including interest expense) and net income (loss) was $1.2 million, $489,000 and ($118,000) for the years ended December 31, 2014, 2013 and 2012, respectively. The outstanding mortgage note was refinanced in October 2014 with a notional amount of $24.0 million, which bears interest at a fixed rate of 3.75%. The new mortgage note has a maturity date of November 1, 2021.

16. Related Party Transactions

Subsequent to the Parent Company’s initial public offering, many of the employees of Excel Realty Holdings, LLC (“ERH”) became employees of the Company. ERH reimburses the Company for estimated time the Company employees spend on ERH related matters. For the years ended December 31, 2014, 2013 and 2012, approximately $326,000, $333,000 and $313,000, respectively, was reimbursed to the Company from ERH and included in other income in the consolidated statements of operations.

17. Income Taxes

Income Taxes of the Parent Company

The Parent Company elected to be taxed as a REIT under the Code, beginning with the taxable year ended December 31, 2010. To qualify as a REIT, the Parent Company must meet a number of organizational and operational requirements, including the requirement that it distribute currently at least 90% of its REIT taxable income to its stockholders (excluding any net capital gain). It is the Parent Company’s intention to comply with these requirements and maintain the Parent Company’s REIT status. As a REIT, the Parent Company generally will not be subject to corporate federal, state or local income taxes on income it distributes currently (in accordance with the Code and applicable regulations) to its stockholders. If the Parent Company fails to qualify as a REIT in any taxable year, then it will be subject to federal, state and local income taxes at regular corporate rates and may not be able to qualify as a REIT for subsequent tax years. Even if the Parent Company qualifies for taxation as a REIT, it may be subject to certain state and local taxes on its income, properties and operations and to federal income and excise taxes on its taxable income not distributed in the amounts and in the time frames prescribed by the Code and applicable regulations thereunder and on the taxable income of any of its taxable REIT subsidiaries.

The income tax treatment for dividends was as follows:

	December 31, 2014					December 31, 2013					December 31, 2012
	Per Share		Percentage of Total			Per Share		Percentage of Total			Per Share		Percentage of Total
Common stock:
Ordinary income	$	0.3807		54.4	%	$	0.3731		55.5	%	$	0.4260		65.8	%
Capital gain		0.1028		14.7	%		0.0197		2.9	%		—		—
Return of capital		0.2165		30.9	%		0.2797		41.6	%		0.2215		34.2	%
Total	$	0.7000		100.0	%	$	0.6725		100.0	%	$	0.6475		100.0	%

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	December 31, 2014					December 31, 2013					December 31, 2012
	Per Share		Percentage of Total			Per Share		Percentage of Total			Per Share		Percentage of Total
Series A preferred stock:
Ordinary income	$	1.3781		78.7	%	$	1.6624		95.0	%	$	1.7500		100.0	%
Capital gain		0.3719		21.3	%		0.0876		5.0	%		—		—
Return of capital		—		—			—		—			—		—
Total	$	1.7500		100.0	%	$	1.7500		100.0	%	$	1.7500		100.0	%

	December 31, 2014					December 31, 2013					December 31, 2012
	Per Share		Percentage of Total			Per Share		Percentage of Total			Per Share		Percentage of Total
Series B preferred stock:
Ordinary income	$	1.5995		78.7	%	$	1.9296		95.0	%	$	1.4388		100.0	%
Capital gain		0.4317		21.3	%		0.1016		5.0	%		—		—
Return of capital		—		—			—		—			—		—
Total	$	2.0312		100.0	%	$	2.0312		100.0	%	$	1.4388		100.0	%

The common and preferred stock dividend distributions made to holders of record as of December 31, 2014 and paid in 2015 were considered 2015 dividend distributions for federal income tax purposes.

Income Taxes of the Operating Partnership

As a partnership, the allocated share of income of the Operating Partnership is included in the income tax returns of the general and limited partners. Accordingly, no accounting for income taxes is required in the accompanying consolidated financial statements. The Operating Partnership may be subject to certain state or local taxes on its income and property.

The Operating Partnership has formed a taxable REIT subsidiary (the “TRS”) on behalf of the Parent Company. In general, the TRS may perform non-customary services for tenants, hold assets that the Parent Company cannot hold directly and, except for the operation or management of health care facilities or lodging facilities or the providing of any person, under a franchise, license or otherwise, rights to any brand name under which any lodging facility or health care facility is operated, may engage in any real estate or non-real estate related business. The TRS is subject to corporate federal income taxes on its taxable income at regular corporate tax rates. The TRS accounts for income taxes in accordance with the provisions of the Income Taxes Topic of the FASB ASC, which requires the Company to account for income taxes using the asset and liability method, under which deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between GAAP carrying amounts and their respective tax bases.

18. Commitments and Contingencies

Litigation:

The Company is not presently subject to any material litigation nor, to its knowledge, is any material litigation threatened against it which if determined unfavorably, would have a material effect on its consolidated financial position, results of operations or cash flows.

Environmental Matters:

The Company follows the policy of monitoring its properties for the presence of hazardous or toxic substances. While there can be no assurance that a material environmental liability does not exist at its properties,

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the Company is not currently aware of any environmental liability with respect to its properties that would have a material effect on its consolidated balance sheets, results of operations or cash flows. Further, the Company is not aware of any environmental liability or any unasserted claim or assessment with respect to an environmental liability that it believes would require additional disclosure or the recording of a loss contingency.

Other:

The Company’s other commitments and contingencies include the usual obligations of real estate owners and operators in the normal course of business. In management’s opinion, these matters are not expected to have a material adverse effect on its consolidated balance sheets, results of operations or cash flows. In addition, the Company expects to incur construction costs relating to development projects on portions of existing operating properties and at its non-operating properties (Chimney Rock Phase II, West Broad Marketplace and Southlake Park Village).

19. Fair Value of Financial Instruments

The Company is required to disclose fair value information relating to financial instruments that are remeasured on a recurring basis and those that are only initially recognized at fair value (not required to be subsequently remeasured). The Company’s disclosures of estimated fair value of financial instruments were determined using available market information and appropriate valuation methods. The use of different assumptions or methods of estimation may have a material effect on the estimated fair value of financial instruments.

The following table reflects the fair values of the Company’s financial assets and liabilities that are required to be measured at fair value on a recurring basis at December 31, 2014 (dollars in thousands):

	Balance at December 31, 2014		Quoted Prices in Active Markets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Fair value measurements on a recurring basis:
Assets:
Investment in equity securities (see Note 2)	$	10,683	$	10,683	$	—	$	—
Total	$	10,683	$	10,683	$	—	$	—

The following table reflects the fair values of the Company’s financial assets and liabilities that are required to be measured at fair value on a recurring basis at December 31, 2013 (dollars in thousands):

	Balance at December 31, 2013		Quoted Prices in Active Markets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Fair value measurements on a recurring basis:
Assets:
Other assets related to business combinations(1)	$	507	$	—	$	—	$	507
Total	$	507	$	—	$	—	$	507

(1) Amount reflects the fair value of funds expected to be received pursuant to master lease agreements executed in connection with the Promenade Corporate Center acquisition. The Company estimated the fair value of the asset based on its expectations of the probability of leasing or releasing spaces within the term

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of the master lease agreements and corresponding estimates for time required to lease, lease rates and funds required for tenant improvements and lease commissions. This amount was included in other assets in the accompanying consolidated balance sheets, with subsequent changes in the fair value of the asset recorded as a gain (loss) in earnings in the period in which the change occurs. The Company received final cash payments of $507,000 related to the master lease agreements in 2014.

The following table reconciles the beginning and ending balances of financial instruments that are remeasured on a recurring basis using significant unobservable inputs (Level 3) as of December 31, 2014 (in thousands):

	Other Assets Related to Business Combinations(1)
Beginning balance, January 1, 2014	$	507
Total gains:
Included in earnings		—
Purchases, issuances, or settlements		(507	)
Ending balance, December 31, 2014	$	—

(1) The change of $507,000 for other assets related to business combinations during the year ended December 31, 2014 is comprised of payments received on the master lease agreements.

The following table reconciles the beginning and ending balances of financial instruments that are remeasured on a recurring basis using significant unobservable inputs (Level 3) as of December 31, 2013 (in thousands):

	Other Assets Related to Business Combinations(1)			Contingent Consideration Related to Business Combinations(2)			Derivative Instruments Related to Business Combinations(3)
Beginning balance, January 1, 2013	$	992		$	(1,787	)	$	(274	)
Total gains:
Included in earnings		6			1,562			246
Purchases, issuances, or settlements		(491	)		225			28
Ending balance, December 31, 2013	$	507		$	—		$	—

(1) The change of $485,000 for other assets related to business combinations during the year ended December 31, 2013 is comprised of payments received on the master lease assets of $491,000 and an increase in the estimated fair value of funds to be received from escrow of $6,000.

(2) The change of $1.8 million for contingent consideration related to business combinations represents the reversal of a contingent liability related to the earn-out for one property as a result of a shortfall in expected leasing of vacant space at the property and a reduction in the contingent liability related to another property as a result of higher leasing costs than originally estimated (recognized as changes in fair value of contingent consideration in the consolidated statements of operations). Additional consideration in the amount of approximately $205,000 was paid to the former owner in October 2013.

(3) The change of $274,000 for derivative instruments related to business combinations for the year ended December 31, 2013 is related to changes to the redemption provision for OP units issued in connection with the 2011 Edwards Theatres acquisition as a result of (a) a decrease of $246,000 due to recognition of a gain included in earnings related to changes in the fair value of the redemption obligation and (b) a decrease of $28,000 due to the redemption of corresponding OP units.

There were no additional gains or losses, purchases, sales, issuances, settlements, or transfers in or out related to any of the three levels of the fair value hierarchy during the years ended December 31, 2014 and 2013.

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The Company has not elected the fair value measurement option for any of its other financial assets or liabilities. The Company has estimated the fair value of its financial assets using a discounted cash flow analysis based on an appropriate market rate for a similar type of instrument. The Company has estimated the fair value of its financial liabilities by using either (1) a discounted cash flow analysis using an appropriate market discount rate for similar types of instruments, or (2) a present value model and an interest rate that includes a credit value adjustment based on the estimated value of the property that serves as collateral for the underlying debt. The fair values of financial instruments not included in this table are estimated to be equal to their carrying amounts.

The fair values of certain additional financial assets and liabilities at December 31, 2014 and 2013 (fair value measurements categorized as Level 3 of the fair value hierarchy) are as follows (in thousands):

	December 31, 2014				December 31, 2013
	Carrying Amount		Fair Value		Carrying Amount		Fair Value
Financial assets:
Note receivable (Other Assets)	$	—	$	—	$	750	$	750
Financial liabilities:
Mortgage notes payable		192,748		195,729		251,191		254,473
Notes payable		238,000		235,940		179,500		179 ,500
Unsecured notes		348,758		353,662		100,000		100,000
Term loan		50,000		50,000		—		—

20. Segment Disclosure

The Company’s reportable segments consist of the three types of commercial real estate properties for which management internally evaluates operating performance and financial results: Office Properties, Multi-family Properties and Retail Properties. The Company was formed for the primary purpose of owning and operating Retail Properties. As such, administrative costs are shown under the Retail Properties segment. The Retail Properties operating segment also includes undeveloped land which the Company intends to develop into retail properties.

The Company evaluates the performance of the operating segments based upon property operating income. “Property Operating Income” is defined as operating revenues (rental revenue, tenant recoveries and other income) less property operating expenses (maintenance and repairs, real estate taxes, management fees, and other operating expenses). The Company also evaluates interest expense, interest income, and depreciation and amortization by segment. Corporate general and administrative expense, interest expense related to corporate indebtedness and other non-recurring gains or losses are reflected within the Retail Properties operating segment as this constitutes the Company’s primary business objective and represents the majority of its operations. There is no intersegment activity.

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The following table reconciles the Company’s segment activity to its consolidated results of operations for the years ended December 31, 2014, 2013 and 2012 (in thousands).

	For theYear Ended December 31,
	2014			2013			2012
Office Properties:
Total revenues	$	9,205		$	8,610		$	8,522
Property operating expenses		(3,492	)		(3,456	)		(3,254	)
Property operating income, as defined		5,713			5,154			5,268
Changes in fair value of contingent consideration		—			6			281
General and administrative costs		(11	)		(28	)		(102	)
Depreciation and amortization		(3,566	)		(3,725	)		(3,748	)
Interest expense		(192	)		(772	)		(790	)
Interest income		1			—			—
Net income	$	1,945		$	635		$	909
Multi-family Properties:
Total revenues	$	5,420		$	5,413		$	1,074
Property operating expenses		(1,864	)		(1,834	)		(233	)
Property operating income, as defined		3,556			3,579			841
General and administrative costs		(50	)		(131	)		(135	)
Depreciation and amortization		(1,852	)		(2,760	)		(766	)
Net income (loss)	$	1,654		$	688		$	(60	)
Retail Properties:
Total revenues	$	115,698		$	98,519		$	74,825
Property operating expenses		(26,506	)		(22,760	)		(16,642	)
Property operating income, as defined		89,192			75,759			58,183
Changes in fair value of contingent consideration		—			1,562			—
General and administrative costs		(17,948	)		(13,712	)		(13,559	)
Depreciation and amortization		(45,243	)		(39,661	)		(30,286	)
Interest expense		(23,975	)		(18,172	)		(14,860	)
Interest income		239			204			173
Income (loss) from equity in unconsolidated entities		2,578			40			(320	)
Gain on sale of real estate assets		—			—			—
Changes in fair value of financial instruments and gain on OP unit redemption		—			230			1,530
Loss on extinguishment of debt from sale of real estate asset		(5,192	)		—			—
Gain on sale of real estate assets		5,842			—			—
Income from continuing operations		5,493			6,250			861
Income from discontinued operations		—			12,519			135
Net income	$	5,493		$	18,769		$	996
Total Reportable Segments:
Total revenues	$	130,323		$	112,542		$	84,421
Property operating expenses		(31,862	)		(28,050	)		(20,129	)
Property operating income, as defined		98,461			84,492			64,292
Changes in fair value of contingent consideration		—			1,568			281
General and administrative expenses		(18,009	)		(13,871	)		(13,796	)
Depreciation and amortization		(50,661	)		(46,146	)		(34,800	)
Interest expense		(24,167	)		(18,944	)		(15,650	)
Interest income		240			204			173
Loss from equity in unconsolidated entities		2,578			40			(320	)
Changes in fair value of financial instruments and gain on OP unit redemption		—			230			1,530
Loss on extinguishment of debt from sale of real estate asset		(5,192	)		—			—
Gain on sale of real estate assets		5,842			—			—
Income from continuing operations		9,092			7,573			1,710
Income from discontinued operations		—			12,519			135
Net income	$	9,092		$	20,092		$	1,845

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	For theYear Ended December 31,
	2014			2013			2012
Reconciliation to Consolidated Net Income Attributable to the Common Stockholders:
Total net (loss) income for reportable segments		9,092			20,092			1,845
Net (income) loss attributable to non-controlling interests		(340	)		(568	)		18
Net income (loss) attributable to Excel Trust, Inc.	$	8,752		$	19,524		$	1,863
Reconciliation to Consolidated Net Income Attributable to the Unitholders (Operating Partnership):
Total net (loss) income for reportable segments		9,092			20,092			1,845
Net (income) loss attributable to non-controlling interests		(366	)		(335	)		(279	)
Net income (loss) attributable to Excel Trust, L.P.	$	8,726		$	19,757		$	1,566

The following table shows the Company’s consolidated total assets by segment at December 31, 2014, 2013 and 2012 (in thousands).

	December 31,
	2014		2013		2012
Assets:
Office Properties:
Total assets		62,747		67,273		70,473
Multi-family Properties:
Total assets		68,982		70,732		72,627
Retail Properties:
Total assets		1,515,408		1,080,816		936,154
Total Reportable Segments and Consolidated Assets:
Total assets	$	1,647,137	$	1,218,821	$	1,079,254

21. Subsequent Events

On January 29, 2015, the Company entered into a sales agreement to sell the Promenade Corporate Center office property, located in Scottsdale, Arizona, for approximately $65.5 million. The sale of the property is subject to due diligence and other customary closing conditions. There can be no assurances that due diligence or other conditions will be satisfied or that the sale will close on the terms described herein, or at all.

On January 30, 2015, the Company completed the disposition of the Family Center at Orem property located in Orem, Utah for a sales price of approximately $21.5 million, excluding closing costs.

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22. Supplemental Financial Information

The following represents the results of operations, expressed in thousands, except per share amounts for each quarter during the years ended December 31, 2014 and 2013. The sum of the quarterly financial data may vary from the annual data due to rounding (unaudited) (in thousands, except per share and per unit data):

Excel Trust, Inc.

2014	Mar. 31			Jun. 30			Sep. 30			Dec. 31
Revenues	$	30,598		$	30,630		$	30,234		$	38,864
Operating income		7,149			7,811			7,427			7,403
Income from equity in unconsolidated entities		69			95			75			2,339
Loss on extinguishment of debt from sale of real estate asset		—			—			—			(5,192	)
Gain on sale of real estate assets		—			—			—			5,842
Cost of redemption of preferred stock		—			—			(1,477	)		(210	)
Net (loss) income attributable to the common stockholders		(549	)		(839	)		(2,830	)		903
Net (loss) income per share-basic and diluted	$	(0.01	)	$	(0.02	)	$	(0.05	)	$	0.01

2013	Mar. 31			Jun. 30			Sep. 30		Dec. 31
Revenues	$	26,847		$	27,463		$	28,931	$	29,805
Changes in fair value of contingent consideration		—			1,558			10		—
Income (loss) from equity in unconsolidated entities		39			(65	)		12		53
Changes in fair value of financial instruments and gain on OP unit redemption		230			—			—		—
Income from continuing operations		219			3,427			1,520		2,394
Income from discontinued operations		105			45			12,319		63
Net (loss) income attributable to the common stockholders		(2,448	)		623			10,739		(366	)
Net (loss) income per share-basic and diluted	$	(0.06	)	$	0.01		$	0.22	$	(0.01	)

Excel Trust, L.P.

2014	Mar. 31			Jun. 30			Sep. 30			Dec. 31
Revenues	$	30,598		$	30,630		$	30,234		$	38,864
Operating income		7,149			7,811			7,427			7,403
Income from equity in unconsolidated entities		69			95			75			2,339
Loss on extinguishment of debt from sale of real estate asset		—			—			—			(5,192	)
Gain on sale of real estate assets		—			—			—			5,842
Cost of redemption of preferred units		—			—			(1,477	)		(210	)
Net (loss) income attributable to the unitholders		(559	)		(855	)		(2,851	)		924
Net (loss) income per unit-basic and diluted	$	(0.01	)	$	(0.02	)	$	(0.05	)	$	0.01

2013	Mar. 31			Jun. 30			Sep. 30		Dec. 31
Revenues	$	26,847		$	27,463		$	28,931	$	29,805
Changes in fair value of contingent consideration		—			1,558			10		—
Income (loss) from equity in unconsolidated entities		39			(65	)		12		53
Changes in fair value of financial instruments and gain on OP unit redemption		230			—			—		—
Income from continuing operations		219			3,427			1,520		2,394
Income from discontinued operations		105			45			12,319		63
Net (loss) income attributable to the unitholders		(2,507	)		643			11,018		(373	)
Net (loss) income per unit-basic and diluted	$	(0.06	)	$	0.01		$	0.22	$	(0.01	)

123

EXCEL TRUST INC. AND EXCEL TRUST, L.P.

SCHEDULE II — VALUATION AND QUALIFYING ACCOUNTS

(Dollars in thousands)

			Additions		Deductions			Adjustments
	Balance at Beginning of Year		Charged to Bad Debt Expense		Accounts Receivable Written- off’			Accounts Receivable Assumed		Balance at End of Year
Allowance for bad debts:
Year ended December 31, 2014	$	895	$	598	$	(972	)	$	—	$	521
Year ended December 31, 2013	$	719	$	1,100	$	(924	)	$	—	$	895
Year ended December 31, 2012	$	631	$	690	$	(602	)	$	—	$	719

124

EXCEL TRUST INC. AND EXCEL TRUST, L.P.

SCHEDULE III — REAL ESTATE AND ACCUMULATED DEPRECIATION

December 31, 2014

(Dollars in thousands)

			Initial Cost				Cost Capitalized Subsequent to Acquisition					Carrying Amount as of the Close of Period
Properties	Encum- brances		Land		Building & Improve- ments		Land			Building & Improve- ments		Land		Building & Improve- ments		TOTAL		Accumulated Depre- ciation			TOTAL		Year Acquired
West Broad Village	$	39,700	$	24,543	$	137,697	$	—		$	8,430	$	24,543	$	146,127	$	170,670	$	(8,783	)	$	161,887		2012
Downtown at the Gardens		42,545		13,920		91,241		—			1,048		13,920		92,289		106,209		(782	)		105,427		2014
The Shops at Fort Union		—		24,270		100,173		—			—		24,270		100,173		124,443		(888	)		123,555		2014
The Promenade		52,792		65,699		48,240		—			549		65,699		48,789		114,488		(6,411	)		108,077		2011/2013
Park West Place		—		41,287		37,991		—			1,797		41,287		39,788		81,075		(6,737	)		74,338		2010
Gilroy Crossing		—		22,520		39,903		—			456		22,520		40,359		62,879		(5,782	)		57,097		2011
Brandywine Crossing(1)		—		22,957		26,460		—			889		22,957		27,349		50,306		(3,334	)		46,972		2010/2014
Promenade Corporate Center		—		4,477		44,465		—			2,478		4,477		46,943		51,420		(4,725	)		46,695		2012
Highland Reserve		—		8,750		42,175		—			—		8,750		42,175		50,925		—			50,925		2014
Plaza at Rockwall(2)		—		14,935		21,247		(553	)		13,865		14,382		35,112		49,494		(5,522	)		43,972		2010
Riverpoint Marketplace		—		7,700		33,024		—			—		7,700		33,024		40,724		—			40,724		2014
Lake Pleasant Pavilion		27,513		9,958		28,127		—			174		9,958		28,301		38,259		(2,397	)		35,862		2012
Stadium Center(2)		—		10,284		28,872		—			33		10,284		28,905		39,189		(1,644	)		37,545		2013
Dellagio		—		16,780		20,106		675			60		17,455		20,166		37,621		(1,586	)		36,035		2012
League City Town Center		—		10,858		24,767		—			—		10,858		24,767		35,625		(1,465	)		34,160		2013
Vestavia Hills City Center		833		8,356		20,429		—			3,797		8,356		24,226		32,582		(4,007	)		28,575		2010/2011
The Crossings of Spring Hill		—		5,103		23,196		—			115		5,103		23,311		28,414		(2,890	)		25,524		2011
Tracy Pavilion		—		6,193		22,611		—			1,560		6,193		24,171		30,364		(1,725	)		28,639		2013
Red Rock Commons		—		10,823		—		—			21,004		10,823		21,004		31,827		(2,508	)		29,319		2007
Edwards Theater		—		10,283		13,600		—			—		10,283		13,600		23,883		(2,317	)		21,566		2011
Rosewick Crossing		—		12,024		10,499		—			76		12,024		10,575		22,599		(2,012	)		20,587		2010
EastChase Market Center		—		4,215		19,567		—			78		4,215		19,645		23,860		(2,182	)		21,678		2012
Chimney Rock(2)		—		7,369		14,627		—			11,666		7,369		26,293		33,662		(1,693	)		31,969		2012
Excel Centre		—		1,095		10,716		—			7,187		1,095		17,903		18,998		(6,818	)		12,180		2004
Hulen		13,174		2,230		16,514		—			241		2,230		16,755		18,985		(2,766	)		16,219		2010
Anthem Highlands		—		5,929		9,819		—			119		5,929		9,938		15,867		(1,158	)		14,709		2011
Family Center at Orem(3)		—		4,450		11,229		—			—		4,450		11,229		15,679		(134	)		15,545		2014
Centennial Crossroads		—		3,868		11,484		—			7		3,868		11,491		15,359		(385	)		14,974		2013
LA Fitness		—		3,123		9,957		—			—		3,123		9,957		13,080		(413	)		12,667		2013
Pavilion Crossing		—		3,729		9,268		—			75		3,729		9,343		13,072		(740	)		12,332		2012
Shops at Foxwood		—		4,680		6,889		—			61		4,680		6,950		11,630		(977	)		10,653		2010
Northside Plaza		12,000		6,477		893		—			6,783		6,477		7,676		14,153		(1,123	)		13,030		2010
Meadow Ridge Plaza		—		3,781		4,706		—			94		3,781		4,800		8,581		(396	)		8,185		2012
Shoppes of Belmere		—		4,701		5,122		—			—		4,701		5,122		9,823		(369	)		9,454		2012

125

			Initial Cost				Cost Capitalized Subsequent to Acquisition						Carrying Amount as of the Close of Period
Properties	Encum- brances		Land		Building & Improve- ments		Land			Building & Improve- ments			Land		Building & Improve- ments		TOTAL		Accumulated Depre- ciation			TOTAL		Year Acquired
Lake Burden Shoppes		—		3,981		4,020		—			—			3,981		4,020		8,001		(274	)		7,727		2012
Five Forks Crossing		—		1,796		6,874		—			(98	)		1,796		6,776		8,572		(2,245	)		6,327		2005
Mariners Point		—		1,950		4,220		—			24			1,950		4,244		6,194		(717	)		5,477		2010
Newport Town Center		—		1,586		6,571		—			(62	)		1,586		6,509		8,095		(1,884	)		6,211		2007
Merchant Central		—		1,059		4,298		—			66			1,059		4,364		5,423		(696	)		4,727		2010
Cedar Square(4)		—		1,667		2,808		(1,381	)		61			286		2,869		3,155		(5	)		3,150		2013
Southlake Park Village		—		15,989		265		71			27,836			16,060		28,101		44,161		(53	)		44,108		2013
West Broad Marketplace		1,772		20,018		—		887			3,138			20,905		3,138		24,043					24,043		2014
	$	190,329	$	455,413	$	974,670	$	(301	)	$	113,607		$	455,112	$	1,088,277	$	1,543,389	$	(90,543	)	$	1,452,846

(1) Includes the acquisitions of outparcels that were previously not owned at the property in 2014.

(2) Includes amounts attributed to development or redevelopment projects, including Phases II and III at the Chimney Rock property, the Stadium Center property expansion and Phase III at the Plaza at Rockwall property.

(3) The Family Center at Orem property was sold in January 2015.

(4) In November 2014, the Company sold the inline retail portion of the Cedar Square property.

The following is a reconciliation of total real estate carrying value and related accumulated depreciation for the years ended December 31:

	2014			2013			2012
Real Estate:
Balance, beginning of period	$	1,147,565		$	981,128		$	602,253
Dispositions		(20,618	)		(23,397	)		(23,439	)
Acquisitions and additions		416,442			189,834			402,314
Balance, end of period	$	1,543,389		$	1,147,565		$	981,128
Accumulated Depreciation:
Balance, beginning of period	$	(61,479	)	$	(36,765	)	$	(18,294	)
Dispositions		1,493			2,024			366
Depreciation		(30,557	)		(26,738	)		(18,837	)
Balance, end of period	$	(90,543	)	$	(61,479	)	$	(36,765	)

The Company’s Federal Tax Basis at December 31, 2014 was approximately $1.6 billion.

126

ITEM 9. Changes In and Disagreements with Accountants on Accounting and Financial Disclosure

None.

ITEM 9A. Controls and Procedures

Controls and Procedures (Excel Trust, Inc.)

Evaluation of Disclosure Controls and Procedures

Excel Trust, Inc. maintains disclosure controls and procedures (as defined in Rule 13a-15(e) or Rule 15d-15(e) under the Exchange Act) that are designed to ensure that information required to be disclosed in its reports under the Exchange Act is processed, recorded, summarized, and reported within the time periods specified in the SEC’s rules and forms and that such information is accumulated and communicated to management, including its Chief Executive Officer and Chief Financial Officer, as appropriate, to allow for timely decisions regarding required disclosure. In designing and evaluating the disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and management is required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures.

As required by SEC Rule 13a-15(b), Excel Trust, Inc. carried out an evaluation, under the supervision and with the participation of management, including its Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of its disclosure controls and procedures as of the end of the period covered by this report. Based on the foregoing, the Chief Executive Officer and Chief Financial Officer of Excel Trust, Inc. concluded, as of that time, that Excel Trust, Inc.’s disclosure controls and procedures were effective at the reasonable assurance level.

Management’s Report on Internal Control Over Financial Reporting

Internal control over financial reporting is a process designed by, or under the supervision of, Excel Trust, Inc.’s Chief Executive Officer and Chief Financial Officer and effected by Excel Trust, Inc.’s board of directors, management, and other personnel to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP. Internal control over financial reporting includes those policies and procedures that: (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the Company’s assets; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, and that the Company’s receipts and expenditures are being made only in accordance with authorizations of management and directors; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of assets that could have a material effect on the consolidated financial statements.

Management is responsible for establishing and maintaining adequate internal control over financial reporting. Excel Trust, Inc.’s internal control over financial reporting is supported by written policies and procedures and by an appropriate segregation of responsibilities and duties. Management has used the criteria set forth in the Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission to assess the Company’s internal control over financial reporting. Based upon this assessment, management concluded that Excel Trust, Inc.’s internal control over financial reporting operated effectively as of December 31, 2014.

Deloitte & Touche LLP, our independent registered public accounting firm, has performed an audit of Excel Trust, Inc.’s internal control over financial reporting as stated in their report, which is included herein.

127

Changes in Internal Control over Financial Reporting

There have been no changes that occurred during the fourth quarter of the year covered by this report in Excel Trust, Inc.’s internal control over financial reporting identified in connection with the evaluation referenced above that have materially affected, or are reasonably likely to materially affect, Excel Trust, Inc.’s internal control over financial reporting.

Controls and Procedures (Excel Trust, L.P.)

Evaluation of Disclosure Controls and Procedures

The Operating Partnership maintains disclosure controls and procedures (as defined in Rule 13a-15(e) or Rule 15d-15(e) under the Exchange Act) that are designed to ensure that information required to be disclosed in its reports under the Exchange Act, is processed, recorded, summarized, and reported within the time periods specified in the SEC’s rules and forms and that such information is accumulated and communicated to management, including the Chief Executive Officer and Chief Financial Officer of its general partner, Excel Trust, Inc., as appropriate, to allow for timely decisions regarding required disclosure. In designing and evaluating the disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and management is required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures.

As required by SEC Rule 13a-15(b), the Operating Partnership carried out an evaluation, under the supervision and with the participation of management, including the Chief Executive Officer and Chief Financial Officer of its general partner, of the effectiveness of the design and operation of its disclosure controls and procedures as of the end of the period covered by this report. Based on the foregoing, the Chief Executive Officer and Chief Financial Officer of its general partner concluded, as of that time, that the Operating Partnership’s disclosure controls and procedures were effective at the reasonable assurance level.

Management’s Report on Internal Control Over Financial Reporting

Internal control over financial reporting is a process designed by, or under the supervision of, the Chief Executive Officer and Chief Financial Officer of the Operating Partnership’s general partner and effected by the board of directors of the general partner, management, and other personnel to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP. Internal control over financial reporting includes those policies and procedures that: (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the Operating Partnership’s assets; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, and that the Operating Partnership’s receipts and expenditures are being made only in accordance with authorizations of management and directors of the general partner; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of assets that could have a material effect on the consolidated financial statements.

Management is responsible for establishing and maintaining adequate internal control over financial reporting. The Operating Partnership’s internal control over financial reporting is supported by written policies and procedures and by an appropriate segregation of responsibilities and duties. Management has used the criteria set forth in the Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission to assess the Operating Partnership’s internal control over financial reporting. Based upon this assessment, management concluded that the Operating Partnership’s internal control over financial reporting operated effectively as of December 31, 2014.

This annual report does not include an attestation report of the Operating Partnership’s internal control over financial reporting, which was not subject to attestation by the Operating Partnership’s independent registered public accounting firm pursuant to the SEC’s rules applicable to “non-accelerated filers.”

128

Changes in Internal Control over Financial Reporting

There have been no changes that occurred during the fourth quarter of the year covered by this report in Excel Trust, L.P.’s internal control over financial reporting identified in connection with the evaluation referenced above that have materially affected, or are reasonably likely to materially affect, Excel Trust, L.P.’s internal control over financial reporting.

ITEM 9B. OTHER INFORMATION

None.

129

PART III

ITEM 10. Directors, Executive Officers and Corporate Governance

The information concerning our directors, executive officers and corporate governance required by Item 10 will be included in the Proxy Statement to be filed with the SEC relating to Excel Trust, Inc.’s 2015 Annual Meeting of Stockholders and is incorporated herein by reference.

Pursuant to instruction G(3) to Form 10-K, information concerning audit committee financial expert disclosure set forth under the heading “Information Regarding the Board — Committees of the Board — Audit Committee” will be included in the Proxy Statement to be filed with the SEC relating to Excel Trust, Inc.’s 2015 Annual Meeting of Stockholders and is incorporated herein by reference.

Pursuant to instruction G(3) to Form 10-K, information concerning compliance with Section 16(a) of the Exchange Act concerning our directors and executive officers set forth under the heading “General — Section 16(a) Beneficial Ownership Reporting Compliance” will be included in the Proxy Statement to be filed with the SEC relating to Excel Trust, Inc.’s 2015 Annual Meeting of Stockholders and is incorporated herein by reference.

ITEM 11. Executive Compensation

The information concerning our executive compensation required by Item 11 will be included in the Proxy Statement to be filed with the SEC relating to Excel Trust, Inc.’s 2015 Annual Meeting of Stockholders and is incorporated herein by reference.

ITEM 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

The information concerning the security ownership of certain beneficial owners and management and related stockholder matters required by Item 12 will be included in the Proxy Statement to be filed with the SEC relating to Excel Trust, Inc.’s 2015 Annual Meeting of Stockholders and is incorporated herein by reference.

ITEM 13. Certain Relationships and Related Transactions, and Director Independence

The information concerning certain relationships and related transactions and director independence required by Item 13 will be included in the Proxy Statement to be filed with the SEC relating to Excel Trust, Inc.’s 2015 Annual Meeting of Stockholders and is incorporated herein by reference.

ITEM 14. Principal Accounting Fees and Services

The information concerning our principal accounting fees and services required by Item 14 will be included in the Proxy Statement to be filed with the SEC relating to Excel Trust, Inc.’s 2015 Annual Meeting of Stockholders and is incorporated herein by reference.

ITEM 15. Exhibits, Financial Statement Schedules

(a) (1) Financial Statements

Our consolidated financial statements and notes thereto, together with Reports of Independent Registered Public Accounting Firm, are included in Item 8 of this annual report on Form 10-K.

(a) (2) Financial Statement Schedules

Our financial statement schedules are included in Item 8 of this annual report on Form 10-K.

130

(a) (3) Exhibits

A list of exhibits to this annual report on Form 10-K is set forth on the Exhibit Index immediately preceding such exhibits and is incorporated herein by reference.

(b) See Exhibit Index.

(c) Not Applicable.

131

INDEX TO EXHIBITS

Exhibit Number	Description
3.1	Articles of Amendment and Restatement of Excel Trust, Inc. (1)
3.2	Amended and Restated Bylaws of Excel Trust, Inc. (1)
3.3	Articles Supplementary Classifying 7.00% Series A Cumulative Convertible Perpetual Preferred Stock of Excel Trust, Inc. (2)
3.4	Articles Supplementary Classifying 8.125% Series B Cumulative Redeemable Preferred Stock of Excel Trust, Inc. (3)
4.1	Form of Certificate for Common Stock of Excel Trust, Inc. (1)
4.2	Specimen Certificate for 7.00% Series A Cumulative Convertible Perpetual Preferred Stock of Excel Trust, Inc. (2)
4.3	Specimen Certificate for 8.125% Series B Cumulative Redeemable Preferred Stock of Excel Trust, Inc. (3)
10.1	Second Amended and Restated Agreement of Limited Partnership of Excel Trust, L.P. (3)
10.2	Registration Rights Agreement, dated May 4, 2010, by and among Excel Trust, Inc., Excel Trust, L.P. and the persons named therein. (4)
10.3	Registration Rights Agreement, dated as of January 28, 2011, by and among Excel Trust, Inc., Stifel, Nicolaus & Company, Incorporated and Raymond James & Associates, Inc. (2)
10.4	Contribution Agreement (common stock) between Excel Trust, Inc. and Gary B. Sabin dated as of December 24, 2009. (1)
10.5	Contribution Agreement (common stock) between Excel Trust, Inc. and additional contributors dated as of December 24, 2009. (1)
10.6	Contribution Agreement (operating partnership units) between Excel Trust, L.P. and Gary B. Sabin dated as of December 24, 2009. (1)
10.7	Contribution Agreement (operating partnership units) between Excel Trust, L.P. and James Y. Nakagawa dated as of December 24, 2009. (1)
10.8	Contribution Agreement (operating partnership units) between Excel Trust, L.P. and S. Eric Ottesen dated as of December 24, 2009. (1)
10.9	Contribution Agreement (operating partnership units) between Excel Trust, L.P. and Mark T. Burton dated as of December 24, 2009. (1)
10.10	Form of Contribution Agreement (operating partnership units) between Excel Trust, L.P. and additional contributors dated as of December 24, 2009. (1)
10.11	First Amendment to Contribution Agreement (common stock) between Excel Trust, Inc. and Gary B. Sabin dated as of April 21, 2010. (1)
10.12	First Amendment to Contribution Agreement (common stock) between Excel Trust, Inc. and additional contributor dated as of April 21, 2010. (1)
10.13	First Amendment to Contribution Agreement (operating partnership units) between Excel Trust, L.P. and Gary B. Sabin dated as of April 21, 2010. (1)
10.14	First Amendment to Contribution Agreement (operating partnership units) between Excel Trust, L.P. and James Y. Nakagawa dated as of April 21, 2010. (1)

132

Exhibit Number	Description
10.15	First Amendment to Contribution Agreement (operating partnership units) between Excel Trust, L.P. and S. Eric Ottesen dated as of April 21, 2010. (1)
10.16	First Amendment to Contribution Agreement (operating partnership units) between Excel Trust, L.P. and Mark T. Burton dated as of April 21, 2010. (1)
10.17	First Amendment to Contribution Agreement (operating partnership units) between Excel Trust, L.P. and additional contributor dated as of April 21, 2010. (1)
10.18	2010 Equity Incentive Award Plan of Excel Trust, Inc. and Excel Trust, L.P. (as Amended and Restated Effective May 13, 2014). (5)
10.19	Excel Trust, Inc. and Excel Trust, L.P. Incentive Bonus Plan. (4)
10.20	Form of Restricted Stock Award Agreement under the 2010 Equity Incentive Award Plan (Time-Based Vesting). (6)
10.21	Form of Restricted Stock Award Agreement under the 2010 Equity Incentive Award Plan (Performance-Based Vesting). (6)
10.22	Form of Indemnification Agreement between Excel Trust, Inc. and each of its directors and officers. (1)
10.23	Employment Agreement among Excel Trust, Inc., Excel Trust, L.P. and Gary B. Sabin. (7)
10.24	Employment Agreement among Excel Trust, Inc., Excel Trust, L.P. and Spencer G. Plumb. (7)
10.25	Employment Agreement among Excel Trust, Inc., Excel Trust, L.P. and James Y. Nakagawa. (7)
10.26	Employment Agreement among Excel Trust, Inc., Excel Trust, L.P. and Mark T. Burton. (7)
10.27	Employment Agreement among Excel Trust, Inc., Excel Trust, L.P. and S. Eric Ottesen. (7)
10.28	First Amendment to Employment Agreement among Excel Trust, Inc., Excel Trust, L.P. and Gary B. Sabin. (6)
10.29	First Amendment to Employment Agreement among Excel Trust, Inc., Excel Trust, L.P. and James Y. Nakagawa. (6)
10.30	First Amendment to Employment Agreement among Excel Trust, Inc., Excel Trust, L.P. and S. Eric Ottesen. (6)
10.31	First Amendment to Employment Agreement among Excel Trust, Inc., Excel Trust, L.P. and Spencer G. Plumb. (6)
10.32	First Amendment to Employment Agreement among Excel Trust, Inc., Excel Trust, L.P. and Mark T. Burton. (6)
10.33	Amended and Restated Credit Agreement, dated July 20, 2012, by and among Excel Trust, L.P., as Borrower, Excel Trust, Inc., as Parent, Wells Fargo Securities, LLC and KeyBanc Capital Markets, Inc., as Joint Lead Arrangers and Joint Bookrunners, Wells Fargo Bank, National Association, as Administrative Agent, KeyBank National Association, as Syndication Agent, US Bank, National Association, PNC Bank, National Association and Union Bank, N.A., as Documentation Agents, and certain other lenders party thereto. (8)
10.34	First Amendment to Amended and Restated Credit Agreement, dated October 8, 2013, by and among Excel Trust, L.P., as Borrower, Excel Trust, Inc., as Parent, Wells Fargo Bank, National Association, as Administrative Agent, and certain other lenders party thereto. (9)
10.35	Purchase and Sale Agreement and Joint Escrow Instructions, dated May 6, 2010, between CNLRS Rockwall, L.P. and Excel Trust, L.P. (4)

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Exhibit Number	Description
10.36	First Amendment to Purchase and Sale Agreement and Joint Escrow Instructions, dated May 19, 2010, between CNLRS Rockwall, L.P. and Excel Trust, L.P. (4)
10.37	Loan Purchase Agreement dated August 30, 2010 between Propst Vestavia LLC and Excel Vestavia LLC. (Vestavia Hills City Center) (10)
10.38	Release Agreement and Covenant Not to Sue dated August 30, 2010 among AIG Baker Vestavia, L.L.C., AIG/Baker Partnership and Excel Vestavia LLC. (Vestavia Hills City Center) (10)
10.39	Purchase and Sale Agreement and Joint Escrow Instructions dated September 3, 2010 between Faison-Brandywine, LLC and Excel Trust, L.P. (Brandywine Crossing) (11)
10.40	Purchase and Sale Agreement and Joint Escrow Instructions dated September 3, 2010 between Faison-Rosewick, LLC and Excel Trust, L.P. (Rosewick Crossing) (11)
10.41	Purchase and Sale Agreement and Joint Escrow Instructions dated September 23, 2010. (Park West Place) (12)
10.42	Purchase and Sale Agreement and Joint Escrow Instructions between Lakha Properties — Gilroy LLC and Excel Trust, L.P. dated December 9, 2010. (Gilroy Crossing) (13)
10.43	Purchase and Sale Agreement and Joint Escrow Instructions dated March 21, 2011 between Pacific Promenade, LLC and Excel Trust, L.P. (6)
10.44	Purchase and Sale Agreement and Joint Escrow Instructions dated October 25, 2011 between Levine Investments Limited Partnership and Excel Trust, L.P., as amended. (14)
10.45	Purchase and Sale Agreement and Joint Escrow Instructions, as amended, between Della Road Development, LLC and Excel Trust, L.P., dated October 9, 2012. (15)
10.46	Purchase and Sale Agreement and Joint Escrow Instructions, as amended, among Lake Burden/Overstreet 1, LLC, Maguire Shoppes LLC, Maguire Shoppes II, LLC and Excel Trust, L.P., dated May 31, 2012. (15)
10.47	Purchase and Sale Agreement and Joint Escrow Instructions, as amended, among West Broad Village III, LLC, West Broad Village V, LLC and Excel Trust, L.P., dated May 31, 2012. (15)
10.48	Purchase and Sale Agreement and Joint Escrow Instructions, as amended, between Bay Hill Fountains, L.L.C. and Excel Trust, L.P., dated May 31, 2012. (15)
10.48	Purchase and Sale Agreement and Joint Escrow Instructions, as amended, between Bay Hill Fountains, L.L.C. and Excel Trust, L.P., dated May 31, 2012. (15)
10.49	Note Purchase Agreement, among Excel Trust, L.P., Excel Trust, Inc. and the purchasers named therein, dated as of November 12, 2013. (16)
10.50	Guaranty of Excel Trust, Inc. and certain of its subsidiaries named therein, dated as of November 12, 2013. (16)
10.51	Indenture, dated as of May 12, 2014, by and among Excel Trust, L.P., Excel Trust, Inc. and Wells Fargo Bank, National Association, as trustee. (17)
10.52	Supplemental Indenture, dated as of May 12, 2014, by and among Excel Trust, L.P., Excel Trust, Inc. and Wells Fargo Bank, National Association, as trustee, including the form of 4.625% Senior Notes due 2024 and guarantee thereof. (17)
10.53	Purchase and Sale Agreement and Joint Escrow Instructions, as amended, among DDR Fort Union I and II LLC, DDR Midvalley LLC, DDR Family Centers LP, DDR Fort Union W LLC, Hermes Associates, Hermes Associates, Ltd., University Square Associates, Ltd. and Excel Trust, L.P., dated May 16, 2014. (18)

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Exhibit Number	Description
12.1*	Ratio of Earnings to Fixed Charges.
21.1*	List of Subsidiaries of Excel Trust, Inc.
23.1*	Consent of Deloitte & Touche LLP.
31.1*	Certifications of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2*	Certifications of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1*	Certifications of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS*	XBRL Instance Document.
101.SCH*	XBRL Taxonomy Extension Schema Document.
101.CAL*	XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEF*	XBRL Taxonomy Extension Definition Linkbase Document.
101.LAB*	XBRL Taxonomy Extension Label Linkbase Document.
101.PRE*	XBRL Taxonomy Extension Presentation Linkbase Document.

* Filed herewith.

(1) Incorporated herein by reference to Excel Trust, Inc.’s Registration Statement on Form S-11, as amended (File No. 333-164031), filed with the Securities and Exchange Commission on December 24, 2009.

(2) Incorporated herein by reference to Excel Trust, Inc.’s Current Report on Form 8-K filed with the Securities and Exchange Commission on January 31, 2011.

(3) Incorporated herein by reference to Excel Trust, Inc.’s Current Report on Form 8-K filed with the Securities and Exchange Commission on February 2, 2012.

(4) Incorporated herein by reference to Excel Trust, Inc.’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on June 4, 2010.

(5) Incorporated herein by reference to Excel Trust, Inc.’s and Excel Trust, L.P.’s Current Report on Form 8-K filed with the Securities and Exchange Commission on May 15, 2014.

(6) Incorporated herein by reference to Excel Trust, Inc.’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on May 10, 2011.

(7) Incorporated herein by reference to Excel Trust, Inc.’s Current Report on Form 8-K filed with the Securities and Exchange Commission on April 28, 2010.

(8) Incorporated herein by reference to Excel Trust, Inc.’s Current Report on Form 8-K filed with the Securities and Exchange Commission on July 25, 2012.

(9) Incorporated herein by reference to Excel Trust, Inc.’s and Excel Trust, L.P.’s Current Report on Form 8-K filed with the Securities and Exchange Commission on October 9, 2013.

(10) Incorporated herein by reference to Excel Trust, Inc.’s Current Report on Form 8-K filed with the Securities and Exchange Commission on September 3, 2010.

(11) Incorporated herein by reference to Excel Trust, Inc.’s Current Report on Form 8-K filed with the Securities and Exchange Commission on September 9, 2010.

(12) Incorporated herein by reference to Excel Trust, Inc.’s Current Report on Form 8-K filed with the Securities and Exchange Commission on September 28, 2010.

(13) Incorporated herein by reference to Excel Trust, Inc.’s Current Report on Form 8-K filed with the Securities and Exchange Commission on December 15, 2010.

(14) Incorporated herein by reference to Excel Trust, Inc.’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 1, 2012.

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(15) Incorporated herein by reference to Excel Trust, Inc.’s Current Report on Form 8-K filed with the Securities and Exchange Commission on October 19, 2012.

(16) Incorporated herein by reference to Excel Trust, Inc.’s and Excel Trust, L.P.’s Current Report on Form 8-K filed with the Securities and Exchange Commission on November 13, 2013.

(17) Incorporated herein by reference to Excel Trust, Inc.’s and Excel Trust, L.P.’s Current Report on Form 8-K filed with the Securities and Exchange Commission on May 12, 2014.

(18) Incorporated herein by reference to Excel Trust, Inc.’s and Excel Trust, L.P.’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 6, 2014.

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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrants have duly caused this report to be signed on their behalf by the undersigned, thereunto duly authorized.

EXCEL TRUST, INC.	EXCEL TRUST, L.P.
/S/    GARY B. SABIN	/S/    GARY B. SABIN
Gary B. Sabin	Gary B. Sabin
Chief Executive Officer (Principal Executive Officer)	Chief Executive Officer (Principal Executive Officer)

/S/    JAMES Y. NAKAGAWA	/S/    JAMES Y. NAKAGAWA
James Y. Nakagawa	James Y. Nakagawa
Chief Financial Officer and Treasurer (Principal Financial Officer and Principal Accounting Officer)	Chief Financial Officer and Treasurer (Principal Financial Officer and Principal Accounting Officer)
Dated: February 27, 2015	Dated: February 27, 2015

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrants and in the capacities and on the dates indicated.

Signature	Title	Date
/S/    GARY B. SABIN         Gary B. Sabin	Chairman of the Board of Directors	February 27, 2015
/S/    SPENCER G. PLUMB         Spencer G. Plumb	Director	February 27, 2015
/S/    MARK T. BURTON         Mark T. Burton	Director	February 27, 2015
/S/    BRUCE G. BLAKLEY         Bruce G. Blakley	Director	February 27, 2015
/S/    BURLAND B. EAST III         Burland B. East III	Director	February 27, 2015
/S/    ROBERT E. PARSONS, JR.         Robert E. Parsons, Jr.	Director	February 27, 2015
/S/    WARREN R. STALEY         Warren R. Staley	Director	February 27, 2015

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