PELP Acquisition (Tables)

12 Months Ended

Dec. 31, 2017

Schedule of Business Acquisitions, by Acquisition

Under the terms of this transaction, the following consideration was given in exchange for the contribution of PELP’s ownership interests in 76 shopping centers, its third-party investment management business, and its captive insurance company (in thousands):



	Amount
Fair value of Operating Partnership units (“OP units”) issued	$	401,630
Debt assumed:
Corporate debt	432,091
Mortgages and notes payable	72,649
Cash payments	30,420
Fair value of earn-out	38,000
Total consideration	974,790
PELP debt repaid by the Company on the transaction date	(432,091		)
Net consideration	$	542,699

Schedule of Recognized Identified Assets Acquired and Liabilities Assumed

The following table summarizes the purchase price allocation based on that report (in thousands):



	Amount
Assets:
Land and improvements	$	269,140
Building and improvements	574,154
Intangible lease assets	93,506
Cash	5,930
Accounts receivable and other assets	42,426
Management contracts	58,000
Goodwill	29,085
Total assets acquired	1,072,241
Liabilities:
Accounts payable and other liabilities	48,342
Acquired below-market leases	49,109
Total liabilities acquired	97,451
Net assets acquired	$	974,790

For the years ended December 31, 2017 and 2016, we allocated the purchase price of acquisitions unrelated to the PELP transaction, including acquisition costs for 2017, to the fair value of the assets acquired and liabilities assumed as follows (in thousands):



	2017			2016
Land and improvements	$	47,556		$	78,908
Building and improvements	130,482			140,145
Acquired in-place leases	17,740			21,506
Acquired above-market leases	1,314			3,559
Acquired below-market leases	(5,736		)	(10,198		)
Total assets and lease liabilities acquired	191,356			233,920
Less: Fair value of assumed debt at acquisition	30,831			33,326
Net assets acquired	$	160,525		$	200,594

Schedule of Finite-Lived Intangible Assets Acquired as Part of Business Combination

The fair value and weighted-average amortization periods for the intangible assets and liabilities acquired in the PELP transaction are as follows (dollars in thousands, useful life in years):



	Fair Value			Weighted-Average Useful Life
Management contracts	$	58,000		5
Acquired in-place leases	83,305			9
Acquired above-market leases	10,201			7
Acquired below-market leases	(49,109		)	13

Business Combination, Results of Operations

The consolidated net assets and results of operations of PELP’s contributions are included in the consolidated financial statements from October 4, 2017, going forward and resulted in the following impact to Total Revenues and Net Loss (in thousands):



	2017
Revenues	$	21,202
Net income	1,297

Business Acquisition, Pro Forma Information

The following unaudited pro forma information summarizes selected financial information from our combined results of operations, as if the PELP transaction had occurred on January 1, 2016. These results contain certain, nonrecurring adjustments, such as the elimination of transaction expenses incurred related to the PELP transaction and the elimination of intercompany activity related to creating an internalized management structure. This pro forma information is presented for informational purposes only, and may not be indicative of what actual results of operations would have been had the PELP transaction occurred at the beginning of the period, nor does it purport to represent the results of future operations.



	For the Year Ended December 31,
(in thousands)	2017		2016
Pro forma revenues	$	402,898	$	400,089
Pro forma net income (loss) attributable to stockholders	1,982		(3,956		)