15. Acquisitions:

Desert Sky Mall:

On February 28, 2011, the Company acquired the remaining 50% ownership interest in Desert Sky Mall, an 890,000 square foot regional shopping center in Phoenix, Arizona, that it did not own for $27,625. The acquisition was completed in order to gain 100% ownership and control over this well located asset. The purchase price was funded by a cash payment of $1,875 and the assumption of the third party's pro rata share of the mortgage note payable on the property of $25,750. Concurrent with the purchase of the partnership interest, the Company paid off the $51,500 loan on the property. Prior to the acquisition, the Company had accounted for its investment under the equity method (See Note 4—Investments in Unconsolidated Joint Ventures). As a result of this transaction, the Company obtained 100% ownership of Desert Sky Mall.

The following is a summary of the allocation of the fair value of Desert Sky Mall:


Property	$	46,603
Deferred charges, net		5,474
Cash and cash equivalents		6,057
Tenant receivables		202
Other assets, net		4,481

Total assets acquired		62,817

Mortgage note payable		51,500
Accounts payable		33
Other accrued liabilities		3,017

Total liabilities assumed		54,550

Fair value of acquired net assets (at 100% ownership)	$	8,267

The Company determined that the purchase price represented the fair value of the additional ownership interest in Desert Sky Mall that was acquired. Accordingly, the Company also determined that the fair value of the acquired ownership interest in Desert Sky Mall equaled the fair value of the Company's existing ownership interest.


Fair value of existing ownership interest (at 50% ownership)	$	4,164
Carrying value of investment in Desert Sky Mall		(2,296	)

Gain on remeasurement	$	1,868

The Company has included the gain in gain (loss) on remeasurement, sale or write down of assets, net for the year ended December 31, 2011 (See Note 6—Property).

Superstition Springs Land:

On June 3, 2011, the Company acquired the additional 50% ownership interest in Superstition Springs Land that it did not own in connection with the GGP Exchange (See Note 4—Investments in Unconsolidated Joint Ventures). Prior to the acquisition, the Company had accounted for its investment in Superstition Springs Land under the equity method. As a result of this transaction, the Company obtained 100% ownership of the land.

The Company recorded the fair value of Superstition Springs Land at $12,914. As a result of obtaining control of this property, the Company recognized a gain of $1,734, which is included in (loss) gain on remeasurement, sale or write down of assets, net for the year ended December 31, 2011 (See Note 6—Property). Since the date of acquisition, the Company has included Superstition Springs Land in its consolidated financial statements.

Fashion Outlets of Niagara Falls USA:

On July 22, 2011, the Company acquired the Fashion Outlets of Niagara Falls USA, a 530,000 square foot outlet center in Niagara Falls, New York. The initial purchase price of $200,000 was funded by a cash payment of $78,579 and the assumption of the mortgage note payable with a carrying value of $121,421 and a fair value of $130,006. The cash purchase price was funded from borrowings under the Company's line of credit.

The purchase and sale agreement includes contingent consideration based on the performance of the Fashion Outlets of Niagara Falls USA from the acquisition date through July 21, 2014 that could increase the purchase price from the initial $200,000 up to a maximum of $218,322. The Company estimated the fair value of the contingent consideration as of December 31, 2012 to be $16,083, which has been included in other accrued liabilities as part of the fair value of the total liabilities assumed.

The following is a summary of the allocation of the fair value of the Fashion Outlets of Niagara Falls USA:


Property	$	228,720
Restricted cash		5,367
Deferred charges		10,383
Other assets		3,090

Total assets acquired		247,560

Mortgage note payable		130,006
Accounts payable		231
Other accrued liabilities		38,037

Total liabilities assumed		168,274

Fair value of acquired net assets	$	79,286

The Company determined that the purchase price, including the estimated fair value of contingent consideration, represented the fair value of the assets acquired and liabilities assumed.

SDG Acquisition Properties:

On December 31, 2011, the Company acquired the SDG Acquisition Properties as a result of the SDG Transaction. The Company completed the SDG Transaction in order to gain 100% control of the SDG Acquisition Properties. In connection with the acquisition, the Company assumed the mortgage notes payable on Eastland Mall and Valley Mall. Prior to the acquisition, the Company had accounted for its investment in SDG Macerich under the equity method (See Note 4—Investments in Unconsolidated Joint Ventures). As a result of this transaction, the Company obtained 100% ownership of the SDG Acquisition Properties.

The following is a summary of the allocation of the fair value of the SDG Acquisition Properties:


Property	$	371,344
Tenant receivables		10,048
Deferred charges		30,786
Other assets		32,826

Total assets acquired		445,004

Mortgage notes payable		211,543
Accounts payable		10,416
Other accrued liabilities		18,578

Total liabilities assumed		240,537

Fair value of acquired net assets	$	204,467

The Company determined that the purchase price represented the fair value of the assets acquired and liabilities assumed.

Capitola Kohl's:

On April 29, 2011, the Company purchased a fee interest in a freestanding Kohl's store at Capitola Mall for $28,500. The purchase price was paid from cash on hand.

500 North Michigan Avenue:

On February 29, 2012, the Company acquired a 327,000 square foot mixed-use retail/office building in Chicago, Illinois ("500 North Michigan Avenue") for $70,925. The purchase price was funded from borrowings under the Company's line of credit. The acquisition was completed in order to gain control over the property adjacent to The Shops at North Bridge.

The following is a summary of the allocation of the fair value of 500 North Michigan Avenue:


Property	$	66,033
Deferred charges		7,450
Other assets		2,143

Total assets acquired		75,626

Other accrued liabilities		4,701

Total liabilities assumed		4,701

Fair value of acquired net assets	$	70,925

The Company determined that the purchase price represented the fair value of the assets acquired and liabilities assumed.

Since the date of acquisition, the Company has included 500 North Michigan Avenue in its consolidated financial statements. The property has generated incremental revenue of $7,570 and incremental loss of $502.

FlatIron Crossing:

On October 3, 2012, the Company acquired the 75% ownership interest in FlatIron Crossing, a 1,443,000 square foot regional shopping center in Broomfield, Colorado, that it did not own for $310,397. The acquisition was completed in order to gain 100% ownership and control over this asset. The purchase price was funded by a cash payment of $195,900 and the assumption of the third party's share of the mortgage note payable on the property of $114,497. Prior to the acquisition, the Company had accounted for its investment under the equity method (See Note 4—Investments in Unconsolidated Joint Ventures). As a result of this transaction, the Company obtained 100% ownership of FlatIron Crossing.

The following is a summary of the allocation of the fair value of FlatIron Crossing:


Property	$	443,391
Deferred charges		25,251
Cash and cash equivalents		3,856
Other assets		2,101

Total assets acquired		474,599

Mortgage note payable		175,720
Accounts payable		366
Other accrued liabilities		11,071

Total liabilities assumed		187,157

Fair value of acquired net assets (at 100% ownership)	$	287,442

The Company determined that the purchase price represented the fair value of the additional ownership interest in FlatIron Crossing that was acquired.


Fair value of existing ownership interest (at 25% ownership)	$	91,542
Carrying value of investment		(33,382	)
Prior gain deferral recognized		26,067

Gain on remeasurement	$	84,227

The following is the reconciliation of the purchase price to the fair value of the acquired net assets:


Purchase price	$	310,397
Less debt assumed		(114,497	)
Carrying value of investment		33,382
Remeasurement gain		84,227
Less prior gain deferral		(26,067	)

Fair value of acquired net assets (at 100% ownership)	$	287,442

The Company has included the gain in gain (loss) on remeasurement, sale or write down of assets, net for the year ended December 31, 2012 (See Note 6—Property). The prior gain deferral relates to the prior sale of the 75% ownership interest in FlatIron Crossing. Due to certain contractual rights that were afforded to the buyer of the interest, a portion of that gain was deferred.

Since the date of acquisition, the Company has included FlatIron Crossing in its consolidated financial statements. FlatIron Crossing has generated incremental revenue of $11,601 and incremental earnings of $1,643.

Arrowhead Towne Center:

On October 26, 2012, the Company acquired the remaining 33.3% ownership interest in Arrowhead Towne Center, a 1,196,000 square foot regional shopping center in Glendale, Arizona, that it did not own for $144,400. The acquisition was completed in order to gain 100% ownership and control over this asset. The purchase price was funded by a cash payment of $69,025 and the assumption of the third party's pro rata share of the mortgage note payable on the property of $75,375. Prior to the acquisition, the Company had accounted for its investment under the equity method (See Note 4—Investments in Unconsolidated Joint Ventures). As a result of this transaction, the Company obtained 100% ownership of Arrowhead Towne Center.

The following is a summary of the allocation of the fair value of Arrowhead Towne Center:


Property	$	423,349
Deferred charges		31,500
Restricted cash		4,009
Tenant receivables		926
Other assets		4,234

Total assets acquired		464,018

Mortgage note payable		244,403
Accounts payable		815
Other accrued liabilities		10,449

Total liabilities assumed		255,667

Fair value of acquired net assets (at 100% ownership)	$	208,351

The Company determined that the purchase price represented the fair value of the additional ownership interest in Arrowhead Towne Center that was acquired.


Fair value of existing ownership interest (at 66.7% ownership)	$	139,326
Carrying value of investment		(23,597	)

Gain on remeasurement	$	115,729

The following is the reconciliation of the purchase price to the fair value of the acquired net assets:


Purchase price	$	144,400
Less debt assumed		(75,375	)
Carrying value of investment		23,597
Remeasurement gain		115,729

Fair value of acquired net assets (at 100% ownership)	$	208,351

The Company has included the gain in gain (loss) on remeasurement, sale or write down of assets, net for the year ended December 31, 2012 (See Note 6—Property).

Since the date of acquisition, the Company has included Arrowhead Towne Center in its consolidated financial statements. Arrowhead Towne Center has generated incremental revenue of $6,826 and incremental loss of $41.

Kings Plaza Shopping Center:

On November 28, 2012, the Company acquired Kings Plaza Shopping Center, a 1,198,000 square foot regional shopping center in Brooklyn, New York for a purchase price of $756,000. The purchase price was funded from a cash payment of $726,000 and the issuance of $30,000 in restricted common stock of the Company. The cash payment was provided by the placement of a mortgage note payable on the property that allowed for borrowings of up to $500,000. Concurrent with the acquisition, the Company borrowed $354,000 on the loan. On January 3, 2013, the Company exercised its option to borrow an additional $146,000 on the loan. The acquisition was completed to acquire a prominent center in Brooklyn, New York.

The following is a summary of the allocation of the fair value of Kings Plaza Shopping Center:


Property	$	714,589
Deferred charges		37,371
Other assets		29,282

Total assets acquired		781,242

Other accrued liabilities		25,242

Total liabilities assumed		25,242

Fair value of acquired net assets	$	756,000

The Company determined that the purchase price represented the fair value of the assets acquired and liabilities assumed.

Since the date of acquisition, the Company has included Kings Plaza Shopping Center in its consolidated financial statements. The property has generated incremental revenue of $7,106 and incremental loss of $1,091.

Pro Forma Results of Operations:

The following unaudited pro forma total revenue and income from continuing operations for 2012 and 2011, assumes the 2012 property acquisitions took place on January 1, 2011:

	Total revenue		Income from continuing operations

Supplemental pro forma for the year ended December 31, 2012(1)	$	1,000,983	$	94,335
Supplemental pro forma for the year ended December 31, 2011(1)	$	918,362	$	230,668

(1): This unaudited pro forma supplemental information does not purport to be indicative of what the Company's operating results would have been had the acquisitions occurred on January 1, 2011, and may not be indicative of future operating results. The Company has excluded remeasurement gains and acquisition costs from these pro forma results as they are considered significant non-recurring adjustments directly attributable to the acquisitions.