3. Acquisitions:

The Company completed the following property acquisition in the three months ended March 31, 2013, which was acquired for cash unless specified below (in thousands):


Property	Date Acquired	Location	Debt Assumed
Tracy Pavilion	January 24, 2013	Tracy, CA	$	—

The following summary provides an allocation of purchase price for the above acquisition (in thousands).


	Building		Land		Above-Market Leases		Below-Market Leases			In-Place Leases		Debt (Premium)/Discount		Other		Purchase Price
Tracy Pavilion	$	22,611	$	6,193	$	163	$	(1,136	)	$	2,907	$	—	$	—	$	30,738

Total	$	22,611	$	6,193	$	163	$	(1,136	)	$	2,907	$	—	$	—	$	30,738

Remaining useful life⁽¹⁾						54		95			62

⁽¹⁾

Weighted-average remaining useful life (months) for recorded intangible assets and liabilities as of the date of acquisition.

The Company completed the following property acquisitions in the three months ended March 31, 2012, which were acquired for cash unless specified below (in thousands):


Consolidated Property	Date Acquired	Location	Debt Assumed
Promenade Corporate Center	January 23, 2012	Scottsdale, AZ	$	—
EastChase Market Center	February 17, 2012	Montgomery, AL		—

Unconsolidated Property	Date Acquired	Location	Debt Assumed
La Costa Town Center	February 29, 2012	La Costa, CA	$	—

The following summary provides an allocation of purchase price for the above acquisitions that were completed in the three months ended March 31, 2012, which were acquired for cash unless specified below (in thousands):


Consolidated Property	Building		Land		Above-Market Leases		Below-Market Leases			In-Place Leases		Debt (Premium)/ Discount		Other		Purchase Price
Promenade Corporate Center⁽¹⁾	$	44,465	$	4,477	$	781	$	(749	)	$	3,279	$	—	$	—	$	52,253
EastChase Market Center		19,567		4,215		360		(1,296	)		1,804		—		—		24,650

Total	$	64,032	$	8,692	$	1,141	$	(2,045	)	$	5,083	$	—	$	—	$	76,903


Unconsolidated Property	Building		Land		Above-Market Leases		Below-Market Leases			In-Place Leases		Debt (Premium)/ Discount		Other		Purchase Price
La Costa Town Center⁽²⁾	$	15,054	$	8,383	$	86	$	(2,069	)	$	2,046	$	—	$	—	$	23,500

Total	$	15,054	$	8,383	$	86	$	(2,069	)	$	2,046	$	—	$	—	$	23,500

⁽¹⁾

The purchase price of $52.3 million reflects $13.9 million in cash paid and the issuance of 3,230,769 shares of common stock with a fair value of approximately $39.1 million based on a closing price of $12.11 per share on the date of acquisition. The purchase price noted above is net of master lease agreements between the Company and the seller in the amount of $772,000 (included in other assets on the accompanying condensed consolidated balance sheets) based on the estimated fair value of funds expected to be received from escrow in connection with the acquisition. Payments under the master lease agreements commence upon the expiration of two existing leases in June 2012 and February 2013 (with terms through May 2013 and January 2015, respectively) unless the related spaces are re-leased with base rents equaling or exceeding the master lease payments. In addition, the seller has agreed to reimburse the Company for any expenditures resulting from tenant improvements or leasing commissions related to the spaces to the extent that funds remain available pertaining to the master lease agreements. See Note 17 for a discussion of changes in the fair value of this asset after the initial acquisition.

⁽²⁾

This property was originally purchased as a consolidated property. However, in September 2012 the La Costa Town Center property was contributed in exchange for proceeds of approximately $21.2 million to a newly-formed entity in which the Company holds a 20% ownership interest (see Note 13). The Company accounts for its remaining equity ownership in the property in a manner similar to the equity method of accounting, which is reflected in the accompanying condensed consolidated balance sheets as an investment in unconsolidated entities.

The Company recorded revenues and a net loss for the three months ended March 31, 2013 of $549,000 and $2,000, respectively, related to the 2013 acquisition. The Company recorded revenues and net income for the three months ended March 31, 2012 of $1.6 million and $172,000, respectively, related to the 2012 acquisitions.

The following unaudited pro forma information for the three months ended March 31, 2013 and 2012 has been prepared to reflect the incremental effect of the properties acquired in 2013 and 2012 as if such acquisitions had occurred on January 1, 2012 (in thousands):


	Three Months Ended
	March 31, 2013		March 31, 2012
Revenues	$	27,722	$	21,301
Net income⁽¹⁾	$	140	$	(150	)

⁽¹⁾

Pro forma results for the three months ended March 31, 2013 were adjusted to exclude non-recurring acquisition costs of approximately $47,000 related to the 2013 acquisition. The pro forma results for the three months ended March 31, 2012 were adjusted to include these costs relating to the 2013 acquisitions. A portion of the 2012 acquisitions were funded by proceeds from the offering of 8.125% Series B Cumulative Redeemable Preferred Stock (“Series B preferred stock”) that closed in January 2012. However, pro forma net income for the three months ended March 31, 2012 is not adjusted for this funding as the assumed Series B preferred stock quarterly dividends of approximately $1.9 million are not included in the determination of net income (included only as a reduction of net income (loss) attributable to the common stockholders).

At March 31, 2013, the allocation of purchase price to tangible and intangible assets for all 2012 and 2013 acquisitions had been completed with the exception of one item pertaining to the Company’s acquisition of the West Broad Village property. In connection with the acquisition of this property, the Company received a credit at closing in the amount of $450,000 (recorded as a liability) representing the estimated amount due to the property’s tenants for prior periods in which the landlord had not yet completed a reconciliation of common area maintenance expenses. The seller has not provided the Company with the information necessary to complete the reconciliations as of March 31, 2013, but the Company expects to receive the necessary information prior to June 30, 2013.