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PELP Acquisition (Tables)

9 Months Ended

Sep. 30, 2018

Business Combinations [Abstract]

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 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	574,173
Intangible lease assets	93,506
Cash	5,930
Accounts receivable and other assets	42,426
Management contracts	58,000
Goodwill	29,066
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

Our real estate assets acquired during the nine months ended September 30, 2018, were as follows (dollars in thousands):

Property Name

Location

Anchor Tenant

Acquisition Date

Purchase Price

Leased % of Rentable Square Feet at Acquisition

Shoppes of Lake Village

Leesburg, FL

Publix

2/26/2018

$

8,423

71.3

%

Sierra Vista Plaza

Murrieta, CA

Stater Brothers(1)

9/28/2018

22,151

81.0

%

⁽¹⁾  Stater Brothers is in a portion of the shopping center that we do not own.

During the nine months ended September 30, 2017, we acquired the following real estate assets (dollars in thousands):

Property Name		Location		Anchor Tenant		Acquisition Date		Purchase Price				Leased % of Rentable Square Feet at Acquisition
Atwater Marketplace		Atwater, CA		Save Mart		2/10/2017		$	15,041			94.6	%
Rocky Ridge Station		Roseville, CA		Sprouts		4/18/2017		37,271			(1)	96.3	%
Greentree Station		Racine, WI		Pick ‘n Save		5/5/2017		12,309				90.3	%
Titusville Station		Titusville, FL		Publix		6/15/2017		13,817				71.7	%
Sierra Station		Corona, CA		Ralph’s		6/20/2017		29,137			(1)	94.0	%
Hoffman Village Station		Hoffman Estates, IL		Mariano’s		9/5/2017		34,910				93.1	%

⁽¹⁾  The purchase price includes the fair value of debt assumed as part of the acquisition.

Subsequent to September 30, 2018, we acquired the following property (dollars in thousands):

Property Name

Location

Anchor Tenant

Acquisition Date

Contractual Purchase Price

Square Footage

Leased % of Rentable Square Feet at Acquisition

Wheat Ridge Marketplace

Wheat Ridge, CO

Safeway

10/3/2018

$ 18,750(1)

103,438

90.5

%

⁽¹⁾  The purchase price includes debt assumed as part of the acquisition.

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 as of the transaction date were 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

The fair value at acquisition and weighted-average useful life for in-place, above-market, and below-market lease intangibles acquired as part of the above transactions during the nine months ended September 30, 2018 and 2017, are as follows (dollars in thousands, weighted-average useful life in years):

	2018						2017
	Fair Value				Weighted-Average Useful Life		Fair Value				Weighted-Average Useful Life
Acquired in-place leases	$	2,319			6		$	13,647			13
Acquired above-market leases	200				5		1,012				7
Acquired below-market leases	(1,299		)		14		(3,703		)		19

Business Combination, Results of Operations

The consolidated net assets and results of operations of PELP’s contributions were included in the consolidated financial statements from the transaction date going forward and resulted in the following impact to Revenue and Net Loss for the three and nine months ended September 30, 2018 (in thousands):

	Three Months Ended September 30, 2018				Nine Months Ended September 30, 2018
Revenue	$	20,943			$	63,894
Net loss	(16,464		)		(24,999		)

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.

(in thousands)	Three Months Ended September 30, 2017				Nine Months Ended September 30, 2017
Pro forma revenues	$	98,679			$	300,133
Pro forma net income attributable to stockholders	799				2,063

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