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Note 2 - Operating Property Activities
6 Months Ended
Jun. 30, 2012
Business Combination Disclosure [Text Block]
2. Operating Property Activities

Acquisitions -

During the six months ended June 30, 2012, the Company acquired the following properties, in separate transactions (in thousands):

       
Purchase Price
 
Property Name
Location
Month
Acquired
 
Cash
   
Debt
Assumed
   
Total
   
GLA*
 
Woodbridge S.C.
Sugarland, TX
Jan-12
 
$
9,000
   
$
-
   
$
9,000
     
97
 
Bell Camino Center
Sun City, AZ
Jan-12
   
4,185
     
4,210
     
8,395
     
63
 
Olympia West Outparcel
Olympia, WA
Feb-12
   
1,200
     
-
     
1,200
     
6
 
Frontier Village (1)
Lake Stevens, WA
Mar-12
   
12,231
     
30,900
     
43,131
     
195
 
Silverdale S.C. (1)
Silverdale, WA
Mar-12
   
8,335
     
24,000
     
32,335
     
170
 
31 parcels (2)
Various
Jan-12
   
30,753
     
-
     
30,753
     
83
 
1 parcels (3)
Duncan, SC
Jan-12
   
1,048
     
-
     
1,048
     
3
 
30 parcels (2)
Various
Mar-12
   
39,493
     
-
     
39,493
     
107
 
1 parcels (3)
Peru, IL
Mar-12
   
995
     
-
     
995
     
4
 
Towson Place (4)
Towson, MD
Apr - 12
   
69,375
     
57,625
     
127,000
     
680
 
Prien Lake Outparcel
Lake Charles, LA
May - 12
   
1,800
     
-
     
1,800
     
8
 
Devon Village
Devon, PA
June -12
   
28,550
     
-
     
28,550
     
79
 
4 Properties
Various, NC
June - 12
   
63,750
     
-
     
63,750
     
368
 
       
$
270,715
   
$
116,735
   
$
387,450
     
1,863
 

* Gross leasable area ("GLA")

(1)
These properties were acquired from a joint venture in which the Company has a 15% noncontrolling interest.  The Company evaluated these transactions pursuant to the FASB’s Consolidation guidance and as such recognized an aggregate gain of  $2.0 million from the fair value adjustment associated with its original ownership due to a change in control and is included in Equity in income of joint ventures, net on the Company’s Condensed Consolidated Statements of Income.
(2)
Acquired an aggregate of 61 parcels net leased to restaurants through a consolidated joint venture, in which the Company has a 99.1% controlling interest.
(3)
Acquired an aggregate of two parcels net leased to restaurants through a consolidated joint venture, in which the Company has a 92.0% controlling interest.
(4)
This property was acquired from a joint venture in which the Company had a 30% noncontrolling interest.  The Company evaluated this transaction pursuant to the FASB’s Consolidation guidance and as such recognized a gain of $12.1 million from the fair value adjustment associated with its original ownership due to a change in control.  In addition, the Company recognized promote income of $1.1 million in connection with this transaction.  The gain and promote income are included in Equity in income of joint ventures, net on the Company’s Condensed Consolidated Statements of Income.   Additionally, the debt assumed in connection with this transaction of $57.6 million was repaid in May 2012.

The aggregate purchase price of the properties acquired during the six months ended June 30, 2012 has been allocated as follows (in thousands):

Land
 
$
122,461
 
Buildings
   
197,756
 
Above Market Rents
   
9,118
 
Below Market Rents
   
(31,879
)
In-Place Leases
   
20,514
 
Building Improvements
   
60,544
 
Tenant Improvements
   
12,169
 
Mortgage Fair Value Adjustment
   
(3,233
)
   
$
387,450
 

Additionally, during the six months ended June 30, 2012, the Company acquired the remaining interest in a consolidated joint venture for $2.2 million.  Since there was no change in control from this transaction, the purchase of the additional interest resulted in a decrease to the Company’s Paid-in capital of $1.2 million.

FNC Realty Corporation

During the six months ended June 30, 2012, the Company acquired an additional 3.1% interest in FNC Realty Corporation (“FNC”) for $3.4 million, which increased the Company’s total ownership interest to 72.17%.  The Company had previously and continues to consolidate FNC.

Dispositions –

During the six months ended June 30, 2012, the Company disposed of 23 operating properties and two outparcels, in separate transactions, for an aggregate sales price of $157.2 million. These transactions, which are included in Discontinued Operations, resulted in an aggregate gain of $23.2 million and impairment charges of $8.6 million.

Additionally, during the six months ended June 30, 2012, the Company disposed of four land parcels and one out parcel for an aggregate sales price of $6.4 million and recognized an aggregate gain of $1.8 million and impairment charges of $0.3 million related to these transactions. The gains from these transactions are recorded as Other income/(expense), net and the impairment charges have been recorded as Impairment charges in the Company’s Condensed Consolidated Statements of Income.  The Company provided seller financing in connection with the sale of one of the land parcels for $1.75 million, which bears interest at a rate of 6.5% for the first six months and 7.5% for the remaining term, and is scheduled to mature in November 2012.  The Company evaluated this transaction pursuant to the FASB’s real estate sales guidance and concluded that the criteria for sale recognition was met.  

Also, during the six months ended June 30, 2012, the Company sold a land parcel in San Juan del Rio, Mexico for a sales price of 24.3 million Mexican Pesos (“MXN”) (USD $1.9 million).  The Company recognized a gain of MXN 5.7 million (USD $0.4 million) on this transaction.   The gain from this transaction is recorded as Other income/(expense), net in the Company’s Condensed Consolidated Statements of Income.

During the six months ended June 30, 2012, the Company sold a previously consolidated operating property to a newly formed unconsolidated joint venture in which the Company has a 20% noncontrolling interest for a sales price of $55.5 million.  This transaction resulted in a pre-tax gain of $10.0 million, of which the Company deferred $2.0 million due to its continued involvement.  This gain has been recorded as Gain on sale of operating properties, net of tax in the Company’s Condensed Consolidated Statements of Income.

Impairment Charges -

During the six months ended June 30, 2012, the Company recognized aggregate impairment charges of $25.6 million relating to its investment in four operating properties.  The aggregate book value of these properties was $54.3 million. The estimated aggregate fair value of these properties is based upon purchase price offers and a third party appraisal value aggregating $28.7 million (see Footnote 14).