Note 4 – Properties Held For Sale and Related Transactions

The Company determined in 2011 (1) to completely exit the Ohio market, principally the Discount Drug Mart portfolio of drugstore/convenience centers, and concentrate on the region that straddles the Washington DC to Boston corridor, (2) to concentrate on grocery-anchored strip centers, by disposing of its mall and single-tenant/triple-net-lease properties, (3) to focus on improving operations and performance at the Company’s remaining properties, and (4) to reduce development activities, by disposing of certain development projects, land acquired for development, and other non-core assets.

The carrying values of the assets and liabilities of these properties, principally the net book values of the real estate and the related mortgage loans payable to be assumed by the buyers (or conveyed to the mortgagees), have been reclassified as “held for sale/conveyance” on the Company’s consolidated balance sheets at December 31, 2013 and December 31, 2012. In addition, the properties’ results of operations have been classified as “discontinued operations” for all years presented. The Company anticipates that sales of all such properties remaining classified as “held for sale” will be concluded during 2014.

The Company conducts a continuing review of the values for all remaining properties “held for sale/conveyance” based on final sales prices and sales contracts entered into. Impairment charges/reversals, if applicable, are based on a comparison of the carrying values of the properties with either (1) actual sales prices less costs to sell for properties sold, or contract amounts for properties in the process of being sold, (2) estimated sales prices based on discounted cash flow analyses, if no contract amounts were as yet being negotiated, as discussed in more detail in Note 6 — “Fair Value Measurements”, or (3) with respect to land parcels, estimated sales prices, less cost to sell, based on comparable sales completed in the selected market areas. Prior to the Company’s plan to dispose of properties reclassified to “held for sale/conveyance”, the Company performed recoverability analyses based on the estimated undiscounted cash flows that were expected to result from the real estate investments’ use and eventual disposal. The projected undiscounted cash flows of each property reflected that the carrying value of each real estate investment would be recovered. However, as a result of the properties’ meeting the “held for sale” criteria, such properties were written down to the lower of their carrying value and estimated fair values less costs to sell.

The following is a summary of the components of income (loss) from discontinued operations:


	Years ended December 31,
	2013	2012	2011
REVENUES
Rents	$ 10,517,000	$ 20,608,000	$ 31,515,000
Expense recoveries and other	2,973,000	5,261,000	7,956,000
Total revenues	13,490,000	25,869,000	39,471,000
EXPENSES
Operating, maintenance and management	3,889,000	7,476,000	9,866,000
Real estate and other property-related taxes	2,761,000	4,205,000	5,849,000
Depreciation and amortization	1,258,000	1,385,000	6,744,000
Interest	2,455,000	7,299,000	9,813,000
Early extinguishment of debt costs	437,000	-	-
Total expenses	10,800,000	20,365,000	32,272,000

INCOME FROM OPERATIONS	2,690,000	5,504,000	7,199,000
IMPAIRMENT CHARGES, NET	(3,977,000)	(4,000)	(88,458,000)
GAIN ON EXTINGUISHMENT OF DEBT OBLIGATIONS	10,452,000	-	-
GAIN ON SALES	-	4,679,000	884,000

TOTAL INCOME (LOSS) FROM DISCONTINUED OPERATIONS	$ 9,165,000	$ 10,179,000	$ (80,375,000)

Impairment charges and other write-offs are summarized as follows:


	Years ended December 31,
	2013	2012	2011

Impairment (reversals)/charges - Ohio property loan
(2013 and 2012), and land parcels (2012 and 2011) (a)	$ (1,100,000)	$ 5,779,000	$ 7,148,000
Loss on exit from unconsolidated joint venture (b)	$ -	$ -	$ 7,961,000
Impairment charges, net - properties held
for sale/conveyance (c)	$ 3,977,000	$ 4,000	$ 88,458,000

(a) Included in operating income in the accompanying statements of operations.
(b) Represents the write-off of an investment in an unconsolidated joint venture, and is included in non-operating income and expense in the accompanying statements of operations.
(c) Included in discontinued operations in the accompanying statements of operations.

In April 2011, the Company made a two-year $4.1 million loan to the developers of a site located in Reynoldsburg, Ohio (the developers are members of the group from which the Company acquired substantially all of its drug store/convenience centers). The loan bore interest at 6.25% per annum and was collateralized by a first mortgage on the development parcel and personal guarantees from certain of the borrowers. During the fourth quarter of 2012, the borrowers failed to make a scheduled payment. The Company concluded that the loan was unlikely to be paid given (1) the current inability of the developers to find an anchor tenant for the development site, (2) certain use restrictions on the land, and (3) numerous legal judgments against individuals that provided the personal guarantees. As a result, the Company wrote off the loan and accrued interest in the fourth quarter of 2012, resulting in an impairment charge of $4.4 million. Subsequently, on March 28, 2013, the borrowers sold the development land parcel for approximately $1.1 million and, simultaneously, the Company accepted $1.1 million in full satisfaction of the loan. As a result, the Company recorded an impairment reversal of $1.1 million during the first quarter of 2013, which is included in continuing operations in the accompanying consolidated statements of operations.

Impairment charges, net, included in discontinued operations for 2013 included impairment charges relating to properties classified as held for sale during the fourth quarter of 2013 ($3.3 million), and net impairment charges ($0.7 million) from updating valuations based on current negotiations, letters of intent, and final sales proceeds. Impairment charges included in discontinued operations for 2011 included $36.6 million related to development projects and other non-core properties, $33.1 million related to malls, $11.1 million related to the Discount Drug Mart portfolio, $5.3 million related to single-tenant/triple-net-lease properties, and $2.4 million related to the Homburg joint venture properties.

2013 Transactions

During 2013, the Company completed the following transactions related to properties “held for sale/conveyance”:


	Percent		Date	Sales		Gain on
Property	Sold	Location	Sold	Price		Sale
Discontinued operations:
East Chestnut	100%	Lancaster, PA	1/2/2013	$ 3,100,000		$ -
Columbia Mall	100%	Bloomsburg, PA	4/17/2013	2,775,000		-
Heritage Crossing	100%	Limerick, PA	5/9/2013	9,400,000		-
Westlake Discount Drug Mart Plaza	100%	Westlake, OH	6/5/2013	2,240,000		-
Dunmore Shopping Center	100%	Dunmore, PA	11/8/2013	4,000,000		-
Roosevelt II	100%	Philadelphia, PA	11/14/2013	13,878,000	(a)	-
Oakhurst Plaza	100%	Harrisburg, PA	12/11/2013	11,000,000		-
				$ 46,393,000		$ -

Continuing operations:
Huntingdon Plaza land parcel	100%	Huntingdon, PA	3/29/2013	$ 390,000		$ 266,000
Upland Square land parcel	100%	Pottstown, PA	11/8/2013	1,700,000		215,000
Oregon Pike (land parcel)	100%	Lancaster, PA	12/23/2013	1,451,000		-
				$ 3,541,000		$ 481,000

(a) Lender accepted a deed-in-lieu of foreclosure on the property. Sales price represents mortgage loan payable, accrued interest and other expenses forgiven upon title transfer.

On June 5, 2013, the Company sold, through a short sale, Westlake Discount Drug Mart Plaza for net proceeds of $2.1 million. As of that date, the balance of the mortgage loan payable secured by the sold property, including accrued interest and real estate taxes, totaled $3.4 million. The lender accepted the net proceeds of $2.1 million in full satisfaction of the mortgage loan payable and related accrued interest. As a result, the Company recorded a $1.3 million gain on the extinguishment of a debt obligation during the second quarter of 2013, which is included in discontinuing operations in the accompanying consolidated statements of operations.

On November 14, 2013, the Roosevelt II lender accepted and recorded the deed to the property, thus completing the deed-in-lieu of foreclosure process in full satisfaction of the mortgage loan payable and related accrued interest aggregating $13.9 million. Based on the $4.7 million carrying value of the property, the Company recorded a $9.2 million gain on the extinguishment of a debt obligation of in the fourth quarter of 2013, which is included in discontinued operations in the accompanying consolidated statements of operations.

In December 2013, the Company determined to sell the following western Pennsylvania properties to further concentrate on the region that straddles the Washington DC to Boston corridor ; (1) Huntingdon Plaza, located in Huntingdon, Pennsylvania, (2) Lake Raystown Plaza, located in Huntingdon, Pennsylvania and (3) Townfair Center, located in Indiana, Pennsylvania. As such, the properties have been treated as “discontinued operations” for all periods presented.

As of December 31, 2013, the Company was in the process of negotiating with the respective lenders to two of its properties (Gahanna Discount Drug Mart Plaza and McCormick Place) to convey the properties either through short sale, foreclosure, or deed-in-lieu of foreclosure processes (mortgage loans payable and accrued interest and real estate taxes aggregated $8.1 million at that date). In connection with these conveyances, each applicable subsidiary borrower has stopped paying monthly mortgage payments and is currently in default on these non-recourse mortgages. At the time of such conveyances, the Company would recognize gains (an aggregate of approximately $1.9 million as of December 31, 2013) based on the excess of the carrying amounts of the liabilities (mortgage principal and any accrued property-related expenses) over the carrying amounts of the properties.

2012 Transactions

During 2012, the Company completed the following transactions related to properties “held for sale/conveyance”:


	Percent		Date	Sales	Gain on
Property	Sold	Location	Sold	Price	Sale
Discontinued operations:
Hilliard Discount Drug Mart Plaza	100%	Hilliard, OH	2/7/2012	$ 1,434,000	$ -
First Merit Bank at Akron	100%	Akron, OH	2/23/2012	633,000	-
Grove City Discount Drug Mart Plaza	100%	Grove City, OH	3/12/2012	1,925,000	-
CVS at Naugatuck	50%	Naugatuck, CT	3/20/2012	3,350,000	457,000
CVS at Bradford	100%	Bradford, PA	3/30/2012	967,000	-
CVS at Celina	100%	Celina, OH	3/30/2012	1,449,000	-
CVS at Erie	100%	Erie, PA	3/30/2012	1,278,000	-
CVS at Portage Trail	100%	Akron, OH	3/30/2012	1,061,000	-
Rite Aid at Massillon	100%	Massillon, OH	3/30/2012	1,492,000	-
Kingston Plaza	100%	Kingston, NY	4/12/2012	1,182,000	293,000
Stadium Plaza	100%	East Lansing, MI	5/3/2012	5,400,000	-
Homburg Joint Venture (seven properties)	20%	Various	10/12/2012	23,642,000	3,929,000
The Point at Carlisle	100%	Carlisle, PA	10/15/2012	7,350,000	-
				$ 51,163,000	$ 4,679,000

Continuing operations:
Blue Mountain Commons (land parcel)	100%	Harrisburg. PA	6/19/2012	$ 102,000	$ 79,000
Oregon Pike (land parcel)	100%	Lancaster, PA	6/28/2012	1,100,000	-
Trindle Springs (land parcel)	100%	Mechanicsburg, PA	7/20/2012	800,000	-
Aston (land parcel)	100%	Aston, PA	7/27/2012	1,365,000	402,000
Wyoming (land parcel)	100%	Wyoming, MI	11/16/2012	1,000,000	516,000
				$ 4,367,000	$ 997,000

On October 12, 2012, the Company concluded definitive agreements with Homburg Invest Inc. (“Homburg”) relating to the application of the buy/sell provisions of the joint venture agreements for each of the nine properties owned by the joint venture. In February 2011, Homburg had exercised its buy/sell option pursuant to the terms of the joint venture agreements for each of the nine properties owned by the venture. Richard Homburg, a director of the Company until October 2011, was the Chairman and Chief Executive Officer of Homburg at the time the joint venture was formed and the buy/sell option was exercised. The Company made elections to purchase Homburg’s 80% interest in two of the nine properties, Meadows Marketplace, located in Hershey, Pennsylvania, and Fieldstone Marketplace, located in New Bedford, Massachusetts. The Company also determined not to meet Homburg’s buy/sell offers for each of the remaining seven properties, which were thereupon treated as “held for sale/conveyance”. Pursuant to the agreements, the Company acquired Homburg’s 80% ownership in Meadows Marketplace, located in Hershey, Pennsylvania, and Fieldstone Marketplace, located in New Bedford, Massachusetts, for approximately $27.3 million, including the assumption of related in-place mortgage financing of $21.8 million, giving the Company a 100% ownership interest in these two properties. As the two properties were previously controlled and consolidated by the Company, the acquisitions of the 80% noncontrolling interests were recorded as a capital transaction. As such, the excess ($7.6 million) of the carrying amount of the noncontrolling interests over amounts paid by the Company was recognized as an increase in the Company’s shareholders’ equity and a corresponding decrease in noncontrolling interests. In addition, the Company sold to Homburg its 20% ownership interest in the remaining seven joint venture properties for approximately $23.6 million, including the assumption of related in-place mortgage financing of $14.5 million. In connection with the transactions, the Company has recorded a gain of $3.9 million relating to the sale of the seven properties. The Company’s property management agreements for the sold properties terminated upon the closing of the sale.

2011 Transactions

During 2011, the Company completed the following transactions related to properties “held for sale/conveyance”


	Percent		Date	Sales	Gain on
Property	Sold	Location	Sold	Price	Sale
Discontinued operations:
Bergstrasse	100%	Ephrata, PA	2/14/2011	$ 1,900,000	$ 33,000
Ohio Properties (two)	100%	OH	3/30/2011	4,032,000	-
Fairfield Plaza	100%	Fairfield, CT	4/15/2011	10,840,000	470,000
CVS at Kingston	100%	Kingston, NY	11/14/2011	5,250,000	185,000
CVS at Kinderhook	100%	Kinderhook, NY	12/8/2011	4,000,000	196,000
Shoppes at Salem Run	100%	Fredericksburg, VA	12/12/2011	1,675,000	-
Virginia Center Commons	100%	Glen Allen, VA	12/21/2011	3,550,000	-
Ohio Properties (nine)	100%	OH	12/28/2011	25,257,000	-
				56,504,000	884,000

The tenant at two properties, one owned in an unconsolidated joint venture and the other, Roosevelt II, owned 100% by the Company (acquired in October 2010), vacated both premises in April 2011, at which time both the joint venture and Roosevelt II had CMBS non-recourse first mortgage loans secured by the properties in the amounts of $14.7 million due for payment in May 2011 and $12.9 million due for payment in March 2012, respectively ($250,000 of the $12.9 million loan was guaranteed by the Company and paid in 2012). The Company reviewed its investment alternatives and determined that it would not be prudent to proceed with the development, sale or lease of the properties, or to advance the funds necessary to pay off the mortgages. Such determination was based on the uncertainty in obtaining favorable revisions to zoning, difficult existing deed restrictions, the uncertainty in achieving required economic returns given the extensive additional capital investments required, and uncertain current market conditions for sale or lease. Accordingly, during 2011, the Company wrote off its investment in the joint venture ($8.0 million) and recorded an impairment charge related to the value of Roosevelt II ($9.1 million). No payments were made on the Roosevelt II mortgage since May 2011, although the Company had been accruing interest expense and paid certain property-related maintenance/security expenses as they become due. See “2013 Transactions” above for information relating to the Company conveying the deed to the property in lieu of foreclosure.