Real Estate Investment

6 Months Ended

Jun. 30, 2019

Property Acquisitions

On February 6, 2019, the Company acquired an additional outparcel phase of Wendover Village in Greensboro, North Carolina for a contract price of $2.7 million plus capitalized acquisition costs of $0.1 million. This phase is leased by a single tenant.

On March 14, 2019, the Company acquired the office and retail portions of the One City Center project in exchange for a redemption of its 37% equity ownership in the joint venture with Austin Lawrence Partners, which totaled $23.0 million as of the acquisition date, and a cash payment of $23.2 million. The Company also incurred capitalized acquisition costs of $0.1 million.

On April 24, 2019, the Company exercised its option to purchase 79% of the interests in the partnership that owns 1405 Point in exchange for extinguishing the Company's $31.3 million note receivable on the project, making a cash payment of $0.3 million, and assuming a loan payable of $64.9 million, which was recorded at its fair value of $65.8 million. The Company also incurred capitalized acquisition costs of $0.1 million.

On May 23, 2019, the Company acquired Red Mill Commons and Marketplace at Hilltop from Venture Realty Group for consideration comprised of 4.1 million Class A Units (as defined in Note 11), the assumption of $35.7 million of mortgage debt principal, and $4.5 million in cash. The negotiated price was $105.0 million, which contemplated the price of the Company's common stock of $15.55 per share when the purchase and sale agreement was executed. The aggregate acquisition cost was $109.3 million, which consisted of 4.1 million Class A Units valued at $68.1 million (using the price of the Company's common stock of $16.50 on the date of the acquisition), mortgage debt valued at $35.6 million, cash consideration of $4.5 million, and capitalized acquisition costs of $1.1 million. In connection with the acquisition, the Company and the Operating Partnership entered into a tax protection agreement with the contributors pursuant to which the Company and the Operating Partnership agreed, subject to certain exceptions, to indemnify the contributors for up to 10 years against certain tax liabilities incurred by them, if such liabilities result from a transaction involving a direct or indirect taxable disposition of either or both of these properties or if the Operating Partnership fails to maintain and allocate to the contributors for taxation purposes minimum levels of Operating Partnership liabilities.

On June 26, 2019, the Company acquired Thames Street Wharf, a class A office building located in the Harbor Point development of Baltimore, Maryland, for $101.0 million in cash and $0.3 million of capitalized acquisition costs.

The following table summarizes the purchase price allocation (including acquisition costs) based on relative fair value of the assets acquired and intangible liabilities assumed for the six operating properties purchased during the six months ended June 30, 2019 (in thousands):



	Wendover Village additional outparcel		One City Center		1405 Point				Red Mill Commons			Marketplace at Hilltop				Thames Street Wharf
Land	$	1,633	$	2,678	$	—		(a)	$	44,252		$	2,023		(b)	$	15,861
Site improvements	50		163		298				2,558			691				150
Building and improvements	888		28,039		92,866				27,790			19,195				64,539
Furniture and fixtures	—		—		2,302				—			—				—
In-place leases	101		15,140		3,371				9,973			4,565				24,385
Above-market leases	111		—		—				1,463			599				—
Below-market leases	—		—		—				(6,221		)	(1,136		)		(3,636		)
Finance lease liabilities	—		—		(8,671		)		—			(9,200		)		—
Finance lease right-of-use assets	—		—		11,730				—			12,770				—
Net assets acquired	$	2,783	$	46,020	$	101,896			$	79,815		$	29,507			$	101,299

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(a) Land is subject to a ground lease.

(b) Portion of land is subject to a ground lease.

Property Disposition

On April 1, 2019, the Company sold Waynesboro Commons for a sale price of $1.1 million. There was no gain or loss recognized on the disposition.

Subsequent to June 30, 2019

On July 17, 2019, the Company executed an agreement to sell Lightfoot Marketplace for $30.3 million and classified the property as held for sale at that time.