ACQUISITIONS

Since the adoption of ASU 2017-01, Clarifying the Definition of a Business, as of January 1, 2017, the Company's acquisitions of shopping center and other properties have been accounted for as acquisitions of assets. The Company includes the results of operations of real estate assets acquired in the consolidated statements of operations from the date of the related acquisition. The pro forma effect of these acquisitions was not material. The Company did not acquire any consolidated shopping center properties during the year ended December 31, 2016.

2018 Acquisition

In February 2018, the Company acquired the Westmoreland Mall Bon-Ton location for $3,250.

2017 Acquisitions

JG Gulf Coast LLC

In December 2017, the Company was assigned its partner's 50% interest in Gulf Coast Town Center - Phase III for no consideration. The unconsolidated affiliate was previously accounted for using the equity method of accounting (see Note 6). As of the December 31, 2017 assignment date, the wholly-owned joint venture was accounted for on a consolidated basis in the Company's operations. The Company recorded $2,818 of net assets at their carry-over basis, which included $4,118 related to a mortgage note payable to the Company. The Property was sold in March 2018. See Note 5 for more information.

Sears and Macy's stores

In January 2017, the Company acquired several Sears and Macy's stores, which included land, buildings and improvements, for future redevelopment at the related malls.

The Company purchased five Sears department stores and two Sears Auto Centers for $72,765 in cash, which included $265 of capitalized transaction costs. Sears continued to operate the department stores in 2017 under new ten-year leases for which the Company received aggregate annual base rent of $5,075. Annual base rent was to be reduced by 0.25% for the third through tenth years of the leases. Sears was responsible for paying CAM charges, taxes, insurance and utilities under the terms of the leases. The Company had the right to terminate each Sears lease at any time (except November 15 through January 15, in any given year), with six month's advance notice. With six month's advance notice, Sears had the right to terminate one lease after a four-year period and could terminate the four other leases after a two-year period.

Of the five sale leasebacks described above, one of these locations closed in 2018. The Company terminated the Sears lease and began construction on the redevelopment of the former Sears store at Brookfield Square in 2018. Three other Sears stores also closed subsequent to December 31, 2018 leaving one remaining open Sears location of the five sale leasebacks. The Company expects to start construction on the redevelopment of the former Sears at Hamilton Place in spring 2019 and is in the planning stages for the redevelopment of the remaining locations. The leases on the Sears Auto Centers were subsequently terminated by the Company, in accordance with the terms of the Company's agreement with Sears, and the locations are currently under redevelopment.

The Company also acquired four Macy's stores in 2017 for $7,034 in cash, which included $34 of capitalized transaction costs. Three of these locations closed in March 2017, with two of these in redevelopment in 2018. The Company entered into a lease with Macy's at the fourth store under which Macy's will continue to operate the store through March 2019 for annual base rent and fixed CAM charges of $19 per year, subject to certain operating covenants. If Macy's ceases to operate at this location, the Company will be reimbursed for the pro rata portion of the amount paid for the operating covenant based on the remaining lease term.

The following table summarizes the estimated fair values of the assets acquired and liabilities assumed as of the respective acquisition dates:



	Sears Stores			Macy's Stores			Total
Land	$	45,028		$	4,635		$	49,663
Building and improvements	14,814			1,965			16,779
Tenant improvements	4,234			377			4,611
Above-market leases	681			—			681
In-place leases	8,364			579			8,943
Total assets	73,121			7,556			80,677
Below-market leases	(356		)	(522		)	(878		)
Net assets acquired	$	72,765		$	7,034		$	79,799