14. Acquisitions:

500 North Michigan Avenue:

On February 29, 2012, the Company acquired a 327,000 square foot mixed-use retail/office building in Chicago, Illinois ("500 North Michigan Avenue") for $70,925. The purchase price was funded from borrowings under the Company's line of credit. The acquisition was completed in order to gain control over the property adjacent to The Shops at North Bridge.

The following is a summary of the allocation of the fair value of 500 North Michigan Avenue:


Property	$	66,033
Deferred charges		7,450
Other assets		2,143

Total assets acquired		75,626

Other accrued liabilities		4,701

Total liabilities assumed		4,701

Fair value of acquired net assets	$	70,925

The Company determined that the purchase price represented the fair value of the assets acquired and liabilities assumed.

Since the date of acquisition, the Company has included 500 North Michigan Avenue in its consolidated financial statements.

FlatIron Crossing:

On October 3, 2012, the Company acquired the 75% ownership interest in FlatIron Crossing, a 1,439,000 square foot regional shopping center in Broomfield, Colorado, that it did not own for $310,397. The acquisition was completed in order to gain 100% ownership and control over this asset. The purchase price was funded by a cash payment of $195,900 and the assumption of the third party's share of the mortgage note payable on the property of $114,497. Prior to the acquisition, the Company had accounted for its investment in FlatIron Crossing under the equity method (See Note 4—Investments in Unconsolidated Joint Ventures). As a result of this transaction, the Company obtained 100% ownership of FlatIron Crossing.

The following is a summary of the allocation of the fair value of FlatIron Crossing:


Property	$	443,391
Deferred charges		25,251
Cash and cash equivalents		3,856
Other assets		2,101

Total assets acquired		474,599

Mortgage note payable		175,720
Accounts payable		366
Other accrued liabilities		11,071

Total liabilities assumed		187,157

Fair value of acquired net assets (at 100% ownership)	$	287,442

The Company determined that the purchase price represented the fair value of the additional ownership interest in FlatIron Crossing that was acquired.


Fair value of existing ownership interest (at 25% ownership)	$	91,542
Carrying value of investment		(33,382	)
Prior gain deferral recognized		26,067

Gain on remeasurement	$	84,227

The following is the reconciliation of the purchase price to the fair value of the acquired net assets:


Purchase price	$	310,397
Less debt assumed		(114,497	)
Carrying value of investment		33,382
Remeasurement gain		84,227
Less prior gain deferral		(26,067	)

Fair value of acquired net assets (at 100% ownership)	$	287,442

The prior gain deferral relates to the prior sale of the 75% ownership interest in FlatIron Crossing. Due to certain contractual rights that were afforded to the buyer of the interest, a portion of that gain was deferred.

Since the date of acquisition, the Company has included FlatIron Crossing in its consolidated financial statements.

Arrowhead Towne Center:

On October 26, 2012, the Company acquired the remaining 33.3% ownership interest in Arrowhead Towne Center, a 1,196,000 square foot regional shopping center in Glendale, Arizona, that it did not own for $144,400. The acquisition was completed in order to gain 100% ownership and control over this asset. The purchase price was funded by a cash payment of $69,025 and the assumption of the third party's pro rata share of the mortgage note payable on the property of $75,375. Prior to the acquisition, the Company had accounted for its investment in Arrowhead Towne Center under the equity method (See Note 4—Investments in Unconsolidated Joint Ventures). As a result of this transaction, the Company obtained 100% ownership of Arrowhead Towne Center.

The following is a summary of the allocation of the fair value of Arrowhead Towne Center:


Property	$	423,349
Deferred charges		31,500
Restricted cash		4,009
Tenant receivables		926
Other assets		4,234

Total assets acquired		464,018

Mortgage note payable		244,403
Accounts payable		815
Other accrued liabilities		10,449

Total liabilities assumed		255,667

Fair value of acquired net assets (at 100% ownership)	$	208,351

The Company determined that the purchase price represented the fair value of the additional ownership interest in Arrowhead Towne Center that was acquired.


Fair value of existing ownership interest (at 66.7% ownership)	$	139,326
Carrying value of investment		(23,597	)

Gain on remeasurement	$	115,729

The following is the reconciliation of the purchase price to the fair value of the acquired net assets:


Purchase price	$	144,400
Less debt assumed		(75,375	)
Carrying value of investment		23,597
Remeasurement gain		115,729

Fair value of acquired net assets (at 100% ownership)	$	208,351

Since the date of acquisition, the Company has included Arrowhead Towne Center in its consolidated financial statements.

Kings Plaza Shopping Center:

On November 28, 2012, the Company acquired Kings Plaza Shopping Center, a 1,199,000 square foot regional shopping center in Brooklyn, New York, for a purchase price of $756,000. The purchase price was funded from a cash payment of $726,000 and the issuance of $30,000 in restricted common stock of the Company. The cash payment was provided by the placement of a mortgage note payable on the property that allowed for borrowings of up to $500,000 and from borrowings under the Company's line of credit. Concurrent with the acquisition, the Company borrowed $354,000 on the loan. On January 3, 2013, the Company exercised its option to borrow the remaining $146,000 on the loan. The acquisition was completed to acquire a prominent center in Brooklyn, New York.

The following is a summary of the allocation of the fair value of Kings Plaza Shopping Center:


Property	$	714,589
Deferred charges		37,371
Other assets		29,282

Total assets acquired		781,242

Other accrued liabilities		25,242

Total liabilities assumed		25,242

Fair value of acquired net assets	$	756,000

The Company determined that the purchase price represented the fair value of the assets acquired and liabilities assumed.

Since the date of acquisition, the Company has included Kings Plaza Shopping Center in its consolidated financial statements.

Green Acres Mall:

On January 24, 2013, the Company acquired Green Acres Mall, a 1,800,000 square foot regional shopping center in Valley Stream, New York, for a purchase price of $500,000. A purchase deposit of $30,000 was funded during the year ended December 31, 2012, and the remaining balance of $470,000 was funded upon closing of the acquisition. The cash payment made at the time of closing was provided by the placement of a mortgage note payable on the property that allowed for borrowings of up to $325,000. Concurrent with the acquisition, the Company borrowed $100,000 on the loan. On January 31, 2013, the Company exercised its option to borrow an additional $225,000 on the loan. The acquisition was completed to acquire another prominent center in the New York metropolitan area.

The Company is in the process of completing its purchase price allocation for the acquisition of Green Acres Mall, which it expects to complete in 2013. The following is a summary of the allocation of the purchase price of Green Acres Mall, which represents the Company's best estimate of acquisition date fair values of the assets acquired and liabilities assumed.


Property	$	477,673
Deferred charges		45,130
Other assets		19,125

Total assets acquired		541,928

Other accrued liabilities		41,928

Total liabilities assumed		41,928

Fair value of acquired net assets	$	500,000

The Company determined that the purchase price represented the fair value of the assets acquired and liabilities assumed.

Since the date of acquisition, the Company has included Green Acres Mall in its consolidated financial statements. The property has generated incremental revenue of $12,596 and incremental income of $894.

Pro Forma Results of Operations:

The following unaudited pro forma total revenue and income from continuing operations for the three months ended March 31, 2013 and 2012 assumes the above property acquisitions took place on January 1, 2012:

	Total revenue		Income from continuing operations

Supplemental pro forma information for the period ended March 31, 2013(1)	$	267,106	$	22,787
Supplemental pro forma information for the period ended March 31, 2012(1)	$	263,038	$	47,174

(1): This unaudited pro forma supplemental information does not purport to be indicative of what the Company's operating results would have been had the acquisitions occurred on January 1, 2012, and may not be indicative of future operating results. The Company has excluded remeasurement gains and acquisition costs from these pro forma results as they are considered significant nonrecurring adjustments directly attributable to the acquisitions.