Form: 8-K

Current report

January 30, 1998

Documents

PRO FORMA CONDENSED STATEMENTS OF INCOME

Published on January 30, 1998




The Price REIT, Inc.

Pro Forma Condensed Statement of Income

For the Year Ended December 31, 1996
(Unaudited)


The following unaudited pro forma condensed statement of income for the year
ended December 31, 1996 has been presented as if the Piscataway Towne Center,
Cordata Centre and Ridgedale Festival Shopping Center and the 1997 Acquired
Properties were acquired on January 1, 1996. The 1997 Acquired Properties
include Westgate Market, Broadmoor Village, Richardson Plaza, Cityplace Market,
Wendover Ridge Center, Arboretum Crossing Center, Smoketown Stations Center,
Renaissance Centre, and West Farms Shopping Center, that were previously
presented in the Company's Current Report on Form 8-K dated April 16, 1997 (and
Amendment No. 1 thereto), Current Report on Form 8-K dated May 28, 1997 (and
Amendment No. 1 thereto) and Current Report on Form 8-K dated September 12, 1997
(and Amendment No.1 thereto) filed with the Securities and Exchange Commission.
The unaudited pro forma condensed statement of income should be read in
conjunction with the Company's Annual Report on Form 10-K for the year ended
December 31, 1996, Current Report on Form 8-K dated April 16, 1997 (and
Amendment No. 1 thereto), Current Report on Form 8-K dated May 28, 1997 (and
Amendment No. 1 thereto) and Current Report on Form 8-K dated September 12, 1997
(and Amendment No.1 thereto). In management's opinion, all adjustments necessary
to reflect the above acquisitions and related significant transactions have been
made. The unaudited pro forma condensed statement of income is not necessarily
indicative of what actual results of operations would have been had the
acquisitions and related transactions actually occurred as of January 1, 1996,
nor does it purport to represent the results of operations of the Company for
future periods.

16




The Price REIT, Inc.

Pro Forma Condensed Statement of Income

For the Year Ended December 31, 1996
(Unaudited)




Pro Forma Adjustments
---------------------------------------
Ridgedale
The 1997 Piscataway Festival The
Company Acquired Towne Cordata Shopping Company
Historical Properties Center Centre Center Pro Forma
-------------------------------------------------------------------------------------------
(In thousands, except per share amounts)
Revenue

Rental income $51,292 $18,039(a) $2,083(a) $2,347(a) $1,895 (a) $ 75,656
Other income 3,033 - - - - 3,033
---------------------------------------------------------------------------------------------
54,325 18,039 2,083 2,347 1,895 78,689

Expenses
Rental operations 9,909 4,032(b) 441(b) 345(b) 621 (b) 15,348
General and
administrative 3,550 - - - - 3,550
Depreciation 11,876 4,169(c) 434(c) 590(c) 343 (c) 17,412
Interest 12,071 6,022(d) 1,478(d)(e) 1,368(d) - 20,939
--------------------------------------------------------------------------------------------
37,406 14,223 2,353 2,303 964 57,249
--------------------------------------------------------------------------------------------
Net Income (loss) $16,919 $ 3,816 $ (270) $ 44 $ 931 $21,440
============================================================================================

Per Share Data
Net income per $ 1.92
share $ 1.98 =======
======
Weighted average
number of shares 11,160(f)
outstanding 8,560 ======
======
Other Data
Number of
properties at 36
end of period 24 ======
======


17
See accompanying pro forma adustments.


The Price REIT, Inc.

Pro Forma Adjustments to Condensed Statement of Income

For the Year Ended December 31, 1996
(Unaudited)
(In Thousands)

(a) Record the rental income of the 1997 Acquired Properties, Piscataway
Towne Center, Cordata Centre and Ridgedale Festival Shopping Center
(the"Properties").

(b) Record the rental operating expenses of the Properties less property
management fees (as the Company self-manages its properties) as
follows:

Ridgedale
1997 Piscataway Festival
Acquired Towne Cordata Shopping
Properties Center Centre Center
----------------------------------------
Rental operations $4,522 $ 515 $ 395 $ 683
Less: management fees (490) (74) (50) (62)
----------------------------------------
$4,032 $ 441 $ 345 $ 621
========================================

(c) Record the additional depreciation expense to be recognized for the
acquisition of the Properties under the straight-line method as
follows:



1997 Acquired Piscataway Ridgedale Festival
Properties Towne Center Cordata Centre Shopping Center
--------------- -------------- --------------- --------------
Years Cost Deprec. Cost Deprec. Cost Deprec. Cost Deprec.
------- ---------------- -------------- ---------------- --------------

Land - $ 50,440 $ - $ 4,832 $ - $ 6,310 $ - $ 3,808 $ -
Land
improvements 15 10,465 623 906 60 1,230 82 714 48
Buildings 25 99,248 3,546 9,362 374 12,710 508 7,378 295
--------------- -------------- --------------- --------------
$160,153 $ 4,169 $15,100 $ 434 $20,250 $ 590 $11,900 $ 343
================ =============== ================ ===============


(d) Record the additional interest expense resulting from the acquisitions

of the 1997 Acquired Properties, Piscataway Towne Center and Cordata
Centre with the proceeds from the unsecured line of credit, using the
Company's weighted average interest rate on its unsecured line of
credit for the year ended December 31, 1996 of 7.6%.

(e) Record the additional interest expense resulting from the assumption of
the $11,400 million secured loan on the Piscataway Towne Center. The
interest rate on the loan is 10.5%.

(f) Includes the issuance of 1.6 million shares of common stock sold on
January 22, 1997 and the issuance of 1.0 million shares of common stock
sold on August 5, 1997.


18










The Price REIT, Inc.

Pro Forma Condensed Statement of Income

For the Nine Months Ended September 30, 1997
(Unaudited)


The following unaudited pro forma condensed statement of income for the nine
months ended September 30, 1997 has been presented as if the Piscataway Towne
Center, Cordata Centre and Ridgedale Festival Shopping Center and the 1997
Acquired Properties were acquired on January 1, 1997. The 1997 Acquired
Properties include Westgate Market, Broadmoor Village, Richardson Plaza,
Cityplace Market, Wendover Ridge Center, Arboretum Crossing Center, Smoketown
Stations Center, Renaissance Centre and West Farms Shopping Center that were
previously presented in the Company's Current Report on Form 8-K dated April 16,
1997 (and Amendment No. 1 thereto), Current Report on Form 8-K dated May 28,
1997 (and Amendment No. 1 thereto) and Current Report on Form 8-K dated
September 12, 1997 (and Amendment No. 1 thereto) filed with the Securities and
Exchange Commission. The unaudited pro forma condensed statement of income
should be read in conjunction with the Company's Quarterly Report on Form 10-Q
for the quarterly period ended September 30, 1997, Current Report on Form 8-K
dated April 16, 1997 (and Amendment No. 1 thereto), Current Report on Form 8-K
dated May 28, 1997 (and Amendment No. 1 thereto) and Current Report on Form 8-K
dated September 12, 1997 (and Amendment No. 1 thereto). In management's opinion,
all adjustments necessary to reflect the above acquisitions and related
significant transactions have been made. The unaudited pro forma condensed
statement of income is not necessarily indicative of what actual results of
operations would have been had the acquisitions and related transactions
actually occurred as of January 1, 1997, nor does it purport to represent the
results of operations of the Company for future periods.


19




The Price REIT, Inc.

Pro Forma Condensed Statement of Income

For the Nine Months Ended September 30, 1997
(Unaudited)




Pro Forma Adjustments
-----------------------------------------------------------------
Ridgedale
The 1997 Piscataway Festival The
Company Acquired Towne Cordata Shopping Company
Historical Properties Center Centre Center Pro Forma
-----------------------------------------------------------------------------------------
(In thousands, except per share amounts)
Revenue

Rental income $48,450 $8,613(a) $ 1,551(a) $ 1,824(a) $ 1,314(a) $61,752
Other income 5,379 - - - - 5,379
-----------------------------------------------------------------------------------------
53,829 8,613 1,551 1,824 1,314 67,131
Expenses
Rental operations 9,247 1,639(b) 327(b) 260(b) 430 (b) 11,903
General and
Administrative 2,815 - - - - 2,815
Depreciation 11,201 1,966(c) 326(c) 443(c) 257 (c) 14,193
Interest 10,667 4,920(d) 1,098(d)(e) 972(d) - 17,657
-----------------------------------------------------------------------------------------
33,930 8,525 1,751 1,675 687 46,568
-----------------------------------------------------------------------------------------
Net income $19,899 $ 88 $ (200) $ 149 $ 627 $20,563
loss) =========================================================================================

Per Share Data
Net income per $ 1.85
share ======= $ 1.76
Weighted average =======
number of
shares
outstanding 10,742
====== 11,684(f)
Other Data =======
Number of
properties at
end of period 32 35
====== =======




See accompanying pro forma adjustments.

20




The Price REIT, Inc.

Pro Forma Adjustments to Condensed Statement of Income

For the Nine Months Ended September 30, 1997
(Unaudited)
(In Thousands)


(a) Record the rental income less amount included in the Company historical
of the 1997 Acquired Properties, Piscataway Towne Center, Cordata
Centre, and Ridgedale Festival Shopping Center (the "Properties").

(b) Record the rental operating expenses of the Properties less property
management fees (as the Company self-manages its properties) net of
amount included in the Company historical as follows:

Ridgedale
1997 Piscataway Festival
Acquired Towne Cordata Shopping
Properties Center Centre Center
---------------------------------------------
Rental operations $1,845 $384 $ 298 $ 474
Less: management fees (206) (57) (38) (44)
---------------------------------------------
$1,639 $327 $ 260 $ 430
=============================================


(c) Record the additional depreciation expense to be recognized for the
acquisition of the Properties under the straight-line method as
follows:




1997 Acquired Piscataway Ridgedale Festival
Properties Towne Center Cordata Centre Shopping Center
-----------------------------------------------------------------------------------
Years Cost Deprec. Cost Deprec. Cost Deprec. Cost Deprec.
-------- -----------------------------------------------------------------------------------

Land - $50,440 $ - $ 4,832 $ - $ 6,310 $ - $ 3,808 $ -
Land
improvements 15 10,465 523 906 45 1,230 62 714 36

Buildings 25 99,248 2,977 9,362 281 12,710 381 7,378 221
-----------------------------------------------------------------------------------
$160,153 3,500 $15,100 $ 326 $ 20,250 443 $11,900 $ 257
======== =============================================================
Less amount included in the
Company historical (1,534)
-------
$1,966
=======




(d) Record the additional interest expense resulting from the acquisitions
of the 1997 Acquired Properties, Piscataway Towne Center and Cordata
Centre with the proceeds from the unsecured line of credit, using the
Company's weighted average interest rate on its unsecured line of
credit for the nine months ended September 30, 1997 of 7.2%.

21




The Price REIT, Inc.

Pro Forma Adjustments to Condensed Statement of Income
(Continued)

For the Nine Months Ended September 30, 1997
(Unaudited)
(In Thousands)


(e) Record the additional interest expense resulting from the assumption of
the $11,400 million secured loan on the Piscataway Towne Center. The
interest rate on the loan is 10.5%.

(f) Includes the issuance of 1.6 million shares of common stock sold on
January 22, 1997 and the issuance of 1.0 million shares of common stock
sold on August 5, 1997.

22