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ACQUISITION AND DISPOSITION OF REAL ESTATE AND PROPERTIES HELD FOR SALE | 9 Months Ended
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Sep. 30, 2016
ACQUISITION AND DISPOSITION OF REAL ESTATE AND DISCONTINUED OPERATIONS ABSTRACT |
ACQUISITION AND DISPOSITION OF REAL ESTATE AND PROPERTIES HELD FOR SALE | ACQUISITION AND DISPOSITION OF REAL ESTATE AND PROPERTIES HELD FOR SALE Acquisitions During 2016, the Company acquired the following properties through its Core Portfolio and Fund IV:
(dollars in thousands) |  |  |  |  |  |  |
Property | GLA |  | Percent Owned |  | Type | Month of Acquisition | Purchase Price |  | Location | Assumption of Debt |
Core Portfolio: |  |  |  |  |  |  |
Gotham Plaza (1) | 122,902 |  | 49 | % | Urban Retail Center | January | $ | 39,808 |  | New York, NY | $ | 10,472 |
991 Madison Avenue (2) | 6,920 |  | 100 | % | Street Retail | March | 76,628 |  | New York, NY | — |
165 Newbury Street | 1,588 |  | 100 | % | Street Retail | May | 6,250 |  | Boston, MA | — |
Renaissance Portfolio (3) | 305,000 |  | 20 | % | Street Retail | June | 67,600 |  | Washington, D.C. | 20,000 |
Concord & Milwaukee | 13,105 |  | 100 | % | Street Retail | July | 6,000 |  | Chicago, IL | 2,902 |
State & Washington | 84,604 |  | 100 | % | Street Retail | August | 70,250 |  | Chicago, IL | 25,651 |
151 North State Street | 27,385 |  | 100 | % | Street Retail | August | 30,500 |  | Chicago, IL | 14,556 |
North & Kingsbury | 41,700 |  | 100 | % | Street Retail | August | 34,000 |  | Chicago, IL | 13,409 |
Sullivan Center | 199,122 |  | 100 | % | Urban Retail Center | August | 146,939 |  | Chicago, IL | — |
California & Armitage | 18,275 |  | 100 | % | Street Retail | September | 9,250 |  | Chicago, IL | 2,692 |
Total Core Portfolio | 820,601 |  |  |  |  | $ | 487,225 |  |  | $ | 89,682 |
Fund IV: |  |  |  |  |  |  |
1964 Union Street | 3,817 |  | 90 | % | Street Retail | January | $ | 2,250 |  | San Francisco, CA | $ | 1,463 |
Restaurants at Fort Point | 15,711 |  | 100 | % | Urban Retail Center | January | 11,500 |  | Boston, MA | — |
Wake Forest Crossing | 203,006 |  | 100 | % | Suburban Shopping Center | September | 36,600 |  | Wake Forest, NC | — |
Total Fund IV | 222,534 |  |  |  |  | $ | 50,350 |  |  | $ | 1,463 |
Total | 1,043,135 |  |  |  |  | $ | 537,575 |  |  | $ | 91,145 |
Notes: (1) The Company acquired a 49% noncontrolling membership interest in this property for $39.8 million. The Company's pro-rata share of debt assumed was $10.5 million. In connection with this acquisition, the Company issued 442,478 Common OP Units and 141,593 Preferred OP Units. 4. ACQUISITION AND DISPOSITION OF REAL ESTATE AND PROPERTIES HELD FOR SALE (continued) Acquisitions (continued) (2) The purchase price represents the total discounted payments pursuant to a 49-year master lease entered into by the Company, which is accounted for as a capital lease. During the nine months ended September 30, 2016, lease payments totaling $7.8 million were made under this lease. (3) The Company acquired a 20% noncontrolling membership interest in an existing joint venture for $67.6 million. The Company's pro-rata share of debt assumed was $20.0 million. The assets and liabilities of the underlying entity are stated at historical cost basis. The difference between the Company's investment and the historical cost basis has been allocated based on the estimated fair value of the underlying assets and liabilities and amortized over their respective lives. For the nine months ended September 30, 2016, the Company expensed $5.1 million of acquisition costs in the Core Portfolio and $0.4 million of acquisition costs in Fund IV. These amounts include costs related to both consolidated assets and investments in unconsolidated affiliates. Purchase Price Allocations With the exception of 1964 Union Street, which was an asset acquisition, and 991 Madison Avenue, a capital lease, the above acquisitions have been accounted for as business combinations. The purchase prices were allocated to the acquired assets and assumed liabilities based on their estimated fair values at the dates of acquisition. The following table summarizes the Company's allocations of the purchase prices of assets acquired and liabilities assumed during 2016:
(dollars in thousands) | Purchase Price Allocations
Land | $ | 58,740 |
Buildings and improvements | 291,820 |
Prepaid expenses and other assets | 4,320 |
Acquisition-related intangible assets (in Acquired lease intangibles, net) | 40,554 |
Acquisition-related intangible liabilities (in Acquired lease and other intangibles, net) | (43,753 | )
Debt assumed (included in Mortgage and other notes payable) | (59,601 | )
Total consideration | $ | 292,080 |
During 2015, the Company acquired properties and recorded the preliminary allocations of the purchase prices to the assets acquired and liabilities assumed based on provisional measurements of fair value. During 2016, the Company finalized the allocations of the purchase prices and made certain measurement period adjustments. These allocation adjustments resulted in an increase to depreciation and amortization expense of $1.9 million and a reduction to rental income of $0.1 million for the nine months ended September 30, 2016, which related to 2015. 4. ACQUISITION AND DISPOSITION OF REAL ESTATE AND PROPERTIES HELD FOR SALE (continued) Acquisitions (continued) The following table summarizes the preliminary allocations of the purchase prices of these properties and the finalized allocations as adjusted as of September 30, 2016:
(dollars in thousands) | Purchase Price Allocations as Originally Reported | Adjustments | Finalized Purchase Price Allocations
Land | $ | 83,890 |  | $ | 4,178 |  | $ | 88,068 |
Buildings and improvements | 258,926 |  | (14,023 | ) | 244,903 |
Acquisition-related intangible assets (in Acquired lease intangibles, net) | — |  | 22,660 |  | 22,660 |
Acquisition-related intangible liabilities (in Acquired lease intangibles, net) | — |  | (12,094 | ) | (12,094 | )
Below market debt assumed (in Mortgage and other notes payable) | (10,885 | ) | (721 | ) | (11,606 | )
Total consideration | $ | 331,931 |  | $ | — |  | $ | 331,931 |
Dispositions During 2016, the Company disposed of the following properties:
(dollars in thousands) |  |  |  |  |
Dispositions | GLA | Sales Price | Gain on Sale | Month Sold | Owner
Cortlandt Town Center (1) | — |  | $ | 107,250 |  | $ | 65,393 |  | January | Fund III
Heritage Shops | 82,098 |  | 46,500 |  | 16,572 |  | April | Fund III
Total | 82,098 |  | $ | 153,750 |  | $ | 81,965 |  |  |
Note: (1) Fund III sold a 65% controlling interest in Cortlandt Town Center for $107,250, resulting in a gain on sale of $65,393. Properties Held For Sale At September 30, 2016 and December 31, 2015, the Company had no properties classified as held-for-sale. 4. ACQUISITION AND DISPOSITION OF REAL ESTATE AND PROPERTIES HELD FOR SALE (continued) Pro Forma Financial Information The pro forma financial information set forth below is based on the Company's Consolidated Statement of Income for the nine months ended September 30, 2016 and 2015, adjusted to give effect to properties acquired during the nine months ended September 30, 2016, as if they were acquired as of January 1, 2015. The pro forma financial information is presented for informational purposes only and may not be indicative of what actual results would have been, nor does it represent the results for future periods.
| Nine Months Ended
| September 30,
(dollars in thousands, except per share amounts) | 2016 | 2015
Aggregate and Condensed Statements of Income |  |
Total revenues | $ | 171,224 |  | $ | 182,413 |
Operating and other expenses | $ | (126,512 | ) | $ | (129,702 | )
Interest and other finance expense | $ | (25,485 | ) | $ | (29,948 | )
Net income | $ | 105,069 |  | $ | 146,638 |
Net income attributable to Common Shareholders | $ | 57,436 |  | $ | 61,088 |
Basic and diluted earnings per Common Share attributable to Common Shareholders | $ | 0.70 |  | $ | 0.79 |

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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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