Acquisitions and Dispositions

2015 Acquisition

On June 18, 2015, the Company acquired a 100% interest in Mayfaire Town Center and Community Center, in Wilmington, NC, for a total cash purchase price of $191,988 utilizing availability on its unsecured lines of credit. The results of Mayfaire Town Center and Community Center are included in the condensed consolidated financial statements beginning on the date of acquisition. This includes $4,314 and $4,731 of revenue for the three and nine months ended September 30, 2015, respectively, and $526 and $713 in income for the three and nine months ended September 30, 2015, respectively. The pro forma effect of this acquisition was not material. The following table summarizes the final allocation of the estimated fair values of the assets acquired and liabilities assumed as of the acquisition date:



	Preliminary Purchase Price Allocation			Adjustments ⁽¹⁾			Final Purchase Price Allocation
Land	$	40,218		$	(620	)	$	39,598
Buildings and improvements	138,450			1,368			139,818
Tenant improvements	3,382			(51		)	3,331
Above-market leases	279			114			393
In-place leases	23,138			(465		)	22,673
Total assets	205,467			346			205,813
Below-market leases	(13,479		)	(346		)	(13,825		)
Net assets acquired	$	191,988		$	—		$	191,988


(1)	Represents adjustments based on final valuation report.

2015 Dispositions

The results of operations of the shopping center properties described below, as well as the related impairment loss, are included in income from continuing operations for all periods presented, as applicable. Net proceeds from the 2015 dispositions were used to reduce the outstanding balances on the Company's credit facilities. The following is a summary of the Company's 2015 dispositions by sale:



Sales Date	Property	Property Type	Location	Gross Sales Price		Net Proceeds		Gain
2015 Activity:
July	Madison Plaza	Associated Center	Huntsville, AL	$	5,700	$	5,472	$	2,769
June	EastGate Crossing ⁽¹⁾	Associated Center	Cincinnati, OH	21,060		6,118		13,491
April	Madison Square ⁽²⁾	Mall	Huntsville, AL	5,000		4,955		—
				$	31,760	$	16,545	$	16,260


(1)	The Company is eligible to receive an additional $1,740 of proceeds if it leases two tenant spaces of approximately 5,800 square feet by September 2016. See Note 16 for consideration earned subsequent to September 30, 2015. Additionally, the buyer assumed the mortgage loan on the property, which had a balance of $14,570 at the time of the sale.


(2)	The Company recognized a loss on impairment of real estate of $2,620 in the second quarter of 2015 when it adjusted the book value of Madison Square to its net sales price.

2014 Dispositions

The results of operations of the properties described below, as well as any gain on extinguishment of debt and impairment losses related to those properties, are included in income from continuing operations for all periods presented, as applicable. Net proceeds from these 2014 dispositions were used to reduce the outstanding balances on the Company's credit facilities, unless otherwise noted. The following is a summary of the Company's 2014 dispositions by sale:



				Sales Price
Sales Date	Property	Property Type	Location	Gross		Net		Gain
2014 Activity:
September	Pemberton Plaza ⁽¹⁾	Community Center	Vicksburg, MS	$	1,975	$	1,886	$	—
June	Foothills Plaza Expansion	Associated Center	Maryville, TN	2,640		2,387		937
May	Lakeshore Mall⁽²⁾	Mall	Sebring, FL	14,000		13,613		—
				$	18,615	$	17,886	$	937


(1)	The Company recognized a loss on impairment of real estate of $497 in the third quarter of 2014 when it adjusted the book value of Pemberton Plaza to its net sales price.

(2)

The gross sales price of $14,000 consisted of a $10,000 promissory note and $4,000 in cash. The note receivable was paid off in the third quarter of 2014. The Company recognized a loss on impairment of real estate of $5,100 in the first quarter of 2014 when it adjusted the book value of Lakeshore Mall to its estimated fair value of $13,780 based on a binding purchase agreement signed in April 2014. The sale closed in May 2014 and the Company recognized an impairment loss of $106 in the second quarter of 2014 as a result of additional closing costs.

The Company recognized a gain on extinguishment of debt for each of the properties listed below, representing the amount by which the outstanding debt balance exceeded the net book value of the property as of the transfer date. The following is a summary of the Company's other 2014 dispositions:

Disposal Date

Property

Property Type

Location

Balance of
Non-recourse Debt

Gain on
Extinguishment
of Debt

2014 Activity:

October

Columbia Place ⁽¹⁾

Mall

Columbia, SC

27,265

27,171

September

Chapel Hill Mall ⁽²⁾

Mall

Akron, OH

68,563

18,296

January

Citadel Mall ⁽³⁾

Mall

Charleston, SC

68,169

43,932

163,997

89,399


(1)	The Company conveyed the mall to the lender by a deed-in-lieu of foreclosure. A non-cash impairment loss of $50,683 was recorded in 2011 to write down the book value of the mall to its then estimated fair value. The Company also recorded $3,181 of non-cash default interest expense in 2014.


(2)	The Company conveyed the mall to the lender by a deed-in-lieu of foreclosure. A non-cash impairment loss of $12,050 was recorded in 2014 to write down the book value of the mall to its then estimated fair value. The Company also recorded $1,514 of non-cash default interest expense in 2014.


(3)	The mortgage lender completed the foreclosure process and received the title to the mall in satisfaction of the non-recourse debt. A non-cash impairment loss of $20,453 was recorded in 2013 to write down the book value of the mall to its then estimated fair value.