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ACQUISITION OF REAL ESTATE AND DISCONTINUED OPERATIONS | 9 Months Ended
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Sep. 30, 2013
ACQUISITION AND DISPOSITION OF REAL ESTATE AND DISCONTINUED OPERATIONS ABSTRACT |
ACQUISITION OF REAL ESTATE AND DISCONTINUED OPERATIONS | ACQUISITION OF REAL ESTATE AND DISCONTINUED OPERATIONS Acquisitions 2013 Core Portfolio Acquisitions During March 2013, the Company acquired 664 North Michigan Avenue, an 18,141 square foot retail building underlying a multi-story office and residential condominium in Chicago, Illinois for $86.6 million. During June 2013, the Company acquired 8-12 East Walton Street, an 8,244 square foot retail property in Chicago, Illinois for $22.5 million. During July 2013, the Company acquired 3200-3204 M Street, a 7,000 square foot retail property in Washington D.C. for $11.8 million. The Company expensed $1.6 million of acquisition costs for the nine months ended September 30, 2013 related to the Core Portfolio. 2013 Fund III Acquisitions Fund III had previously acquired a $23.0 million note receivable at a discounted price of $18.5 million during April 2012. The note receivable, which was scheduled to mature in May 2012, was collateralized by a 79,526 square foot shopping center located in Brooklyn, New York ("Nostrand Place"). The Company commenced foreclosure proceedings, but ultimately agreed to a settlement with the unaffiliated borrower. Pursuant to the settlement, in February 2013, Fund III and the borrower formed a joint venture whereby Fund III contributed its interest in the note for a 99% controlling interest in the joint venture, and the borrower contributed the deed to Nostrand Place in exchange for a 1% interest in the joint venture. As a result, Fund III consolidates its investment in Nostrand Place. 2013 Fund IV Acquisitions During June 2013, Fund IV acquired a 98% initial interest in 2819 Kennedy Boulevard in a joint venture with an unaffiliated partner, which acquired a 53,680 square foot retail property in North Bergen, New Jersey for $9.0 million. During June 2013, Fund IV acquired a 99% initial interest in Promenade at Manassas in a joint venture with an unaffiliated partner, which acquired a 265,442 square foot shopping center in Manassas, Virginia for $38.0 million. During August 2013, Fund IV acquired a 50% initial interest in Paramus Plaza, in a joint venture with an unaffiliated partner, which acquired a 152,118 square foot retail property in Paramus, New Jersey for $18.9 million. The Company expensed $1.8 million of acquisition costs for the nine months ended September 30, 2013 related to Fund IV. Purchase Price Allocations The above acquisitions have been accounted for as business combinations. The purchase prices were allocated to the acquired assets and liabilities based on their estimated fair values at the dates of acquisition. The preliminary measurements of fair value reflected below are subject to change. The Company expects to finalize the valuations and complete the purchase price allocations within one year from the dates of acquisition. 4. ACQUISITION OF REAL ESTATE AND DISCONTINUED OPERATIONS (continued) Acquisitions (continued) The following table summarizes the Company's preliminary allocations of the purchase prices of assets acquired and liabilities assumed during 2013 which have yet to be finalized:
(dollars in thousands) | Preliminary Purchase Price Allocations
Land | $ | 47,242 |
Buildings and improvements | 159,045 |
Total consideration | $ | 206,287 |
During 2012, the Company acquired properties and recorded the preliminary allocations of the purchase prices to the assets acquired based on provisional measurements of fair value. During 2013, the Company finalized the allocations of the purchase prices and made certain measurement period adjustments. The following table summarizes the preliminary allocations of the purchase prices of these properties as recorded as of December 31, 2012, and the finalized allocations as adjusted as of September 30, 2013:
(dollars in thousands) | Purchase Price Allocations as Originally Reported | Adjustments | Finalized Purchase Price Allocations
Land | $ | 38,028 |  | $ | 2,819 |  | $ | 40,847 |
Buildings and improvements | 80,997 |  | (1,971 | ) | 79,026 |
Acquisition-related intangible assets (in Acquired lease intangibles, net) | — |  | 11,069 |  | 11,069 |
Acquisition-related intangible liabilities (in Acquired lease intangibles, net) | — |  | (9,672 | ) | (9,672 | )
Below market debt assumed (in Mortgage and other notes payable) | — |  | (2,245 | ) | (2,245 | )
Total consideration | $ | 119,025 |  | $ | — |  | $ | 119,025 |
Dispositions During May 2013, Fund II sold the storage facility located at its Pelham Manor property for $11.9 million. This sale resulted in a $4.2 million gain. 4. ACQUISITION OF REAL ESTATE AND DISCONTINUED OPERATIONS (continued) Discontinued Operations The Company reports properties held for sale and properties sold during the periods presented as discontinued operations. The results of operations of discontinued operations are reflected as a separate component within the accompanying Consolidated Statements of Income for all periods presented. As of September 30, 2013, three of the properties within the Opportunity Funds and one property within the Core Portfolio were held for sale. The combined assets and liabilities and the results of operations of the properties classified as discontinued operations, in each period presented, are summarized as follows:
(dollars in thousands) |  |  |  |  |
BALANCE SHEET |  | September 30, 2013 |  | December 31, 2012
ASSETS |  |  |  |  |
Net real estate |  | $ | 187,954 |  |  | $ | 197,669 |
Cash in escrow |  | 3,450 |  |  | 3,088 |
Rents receivable, net |  | 11,909 |  |  | 12,257 |
Deferred charges, net of amortization |  | 8,435 |  |  | 9,046 |
Acquired lease intangibles, net |  | 3,196 |  |  | 3,399 |
Prepaid expenses and other assets, net |  | 1,559 |  |  | 1,205 |
Total assets of discontinued operations |  | $ | 216,503 |  |  | $ | 226,664 |
LIABILITIES |  |  |  |  |
Mortgage notes payable |  | $ | 121,426 |  |  | $ | 133,213 |
Accounts payable and accrued expenses |  | 3,088 |  |  | 4,997 |
Other liabilities |  | 7,517 |  |  | 7,861 |
Total liabilities of discontinued operations |  | $ | 132,031 |  |  | $ | 146,071 |
| Three Months Ended |  | Nine Months Ended
(dollars in thousands) | September 30, |  | September 30,
STATEMENTS OF INCOME | 2013 |  | 2012 |  | 2013 |  | 2012
Total revenues | $ | 6,439 |  |  | $ | 15,466 |  |  | $ | 20,176 |  |  | $ | 44,623 |
Total expenses | 3,604 |  |  | 13,307 |  |  | 14,076 |  |  | 35,593 |
Operating income | 2,835 |  |  | 2,159 |  |  | 6,100 |  |  | 9,030 |
Gain on sale of property | — |  |  | 5,917 |  |  | 4,191 |  |  | 8,585 |
Income from discontinued operations | 2,835 |  |  | 8,076 |  |  | 10,291 |  |  | 17,615 |
Income from discontinued operations attributable to noncontrolling interests | (2,208 | ) |  | (6,297 | ) |  | (8,459 | ) |  | (13,998 | )
Income from discontinued operations attributable to Common Shareholders | $ | 627 |  |  | $ | 1,779 |  |  | $ | 1,832 |  |  | $ | 3,617 |

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- Definition The entire disclosure for business combinations, including leverage buyout transactions (as applicable), and divestitures. This may include a description of a business combination or divestiture (or series of individually immaterial business combinations or divestitures) completed during the period, including background, timing, and assets and liabilities recognized and reclassified or sold. This element does not include fixed asset sales and plant closings. + References No definition available. + Details
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