<PAGE>
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
------------------------------
FORM 8-K/A
Current Report
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) November 12, 1997
------------------------
PAN PACIFIC RETAIL PROPERTIES, INC.
-----------------------------------------------------
(Exact Name of Registrant as Specified in its Charter)
Maryland 001-13243 33-0752457
- ------------------------------- ------------ -------------------
(State or other jurisdiction of (Commission (IRS Employer
incorporation or organization) File Number) Identification No.)
1631-B South Melrose Drive
Vista, California 92083
---------------------------------------- ------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (760) 727-1002
----------------
N.A.
------------------------------------------------------------
(Former name or former address, if changed since last report)
<PAGE>
Item 7. Financial Statements and Exhibits.
(a) Financial Statements Under Rule 3-14 of Regulation S-X.
The PNW Portfolio
Independent Auditors' Report
Combined Statement of Revenue and Certain Expenses for
the year ended December 31, 1996
Notes to Combined Statement of Revenue and Certain Expenses
Combined Statement of Estimated Taxable Operating Results of
The PNW Portfolio and Estimated Cash To Be Made Available
by Operations of The PNW Portfolio (unaudited)
(b) Pro Forma Condensed Consolidated Financial Statements.
Pro Forma Condensed Consolidated Balance Sheet (unaudited)
Pro Forma Condensed Consolidated Statement of Operations for the
nine months ended September 30, 1997 (unaudited)
Pro Forma Condensed Consolidated Statement of Operations for the
year ended December 31, 1996 (unaudited)
Notes to the Pro Forma Condensed Consolidated Financial
Statements
Consolidating Schedule of Revenue and Certain Expenses of the
Acquisition Properties and Notes Receivable
(c) Exhibits.
The Exhibits to this report are listed on the Exhibit Index set
forth elsewhere herein.
<PAGE>
INDEPENDENT AUDITORS' REPORT
The Board of Directors
Pan Pacific Retail Properties, Inc.:
We have audited the accompanying combined statement of revenue and certain
expenses of The PNW Portfolio for the year ended December 31, 1996. This
combined statement is the responsibility of management. Our responsibility
is to express an opinion on this combined statement based on our audit.
We conducted our audit in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the combined statement of revenue
and certain expenses is free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures
in the combined statement. An audit also includes assessing the accounting
principles used and significant estimates made by management, as well as
evaluating the overall presentation of the combined statement. We believe
that our audit provides a reasonable basis for our opinion.
The accompanying combined statement of revenue and certain expenses was
prepared for the purpose of complying with the rules and regulations of the
Securities and Exchange Commission and for inclusion in the Current Report on
Form 8-K/A, which amends the previously filed Form 8-K, of Pan Pacific Retail
Properties, Inc. as described in Note 1 to the combined statement of revenue
and certain expenses. It is not intended to be a complete presentation of
The PNW Portfolio's combined revenue and expenses.
In our opinion, the combined statement referred to above presents fairly, in
all material respects, the combined revenue and certain expenses, as
described in Note 1, of The PNW Portfolio for the year ended December 31,
1996 in conformity with generally accepted accounting principles.
KPMG Peat Marwick LLP
San Diego, California
November 26, 1997
<PAGE>
THE PNW PORTFOLIO
Combined Statement of Revenue and Certain Expenses
For the year ended December 31, 1996
Revenue:
Rent (notes 3, 4 and 5) $ 4,144,759
Recoveries from tenants 971,194
Other 1,253
------------
5,117,206
------------
Certain expenses:
Interest 1,449,521
Property taxes 443,565
Repairs and maintenance 374,628
Management fees - related party 191,355
Utilities 69,112
Insurance 64,573
Other 63,282
------------
2,656,036
------------
Revenue in excess of certain expenses $ 2,461,170
------------
------------
See accompanying notes to combined statement of revenue and certain expenses.
<PAGE>
THE PNW PORTFOLIO
Notes to Combined Statement of Revenue and Certain Expenses
For the year ended December 31, 1996
(1) BASIS OF PRESENTATION
The accompanying combined statement of revenue and certain expenses
relates to the operations of The PNW Portfolio (the "Properties"),
consisting of the Claremont Village Shopping Center, Tacoma Central
Shopping Center ("Tacoma") and Olympia West Shopping Center ("Olympia")
located in Everett, Tacoma and Olympia, Washington, respectively. On
November 12, 1997, Pan Pacific Retail Properties, Inc. (the "Company")
purchased the Properties for $23,096,162 in cash and assumed the mortgage
notes payable of Tacoma and Olympia in the amount of $11,601,797 and
$6,777,041, respectively. Also, upon the purchase of the Properties, the
Company incurred a broker fee of $187,500.
The accompanying combined statement of revenue and certain expenses has
been prepared for the purpose of complying with the rules and regulations
of the Securities and Exchange Commission and accordingly, is not
representative of the actual results of operations of The PNW Portfolio
for the year ended December 31, 1996 due to the exclusion of the
following expenses, which may not be comparable to the proposed future
operations of the Properties:
- Depreciation and amortization
- Interest on mortgages which were not assumed by the Company
- Federal and state income taxes
- Other costs not directly related to the proposed future operations
of the Properties
(2) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
REVENUE RECOGNITION
Rent revenue is recognized on a straight-line basis over the term of the
individual leases.
USE OF ESTIMATES
Management has made a number of estimates and assumptions relating to the
reporting and disclosure of revenue and certain expenses during the
reporting period to prepare the combined statement of revenue and certain
expenses in conformity with generally accepted accounting principles.
Actual results could differ from those estimates.
(3) RENT REVENUE
Retail space is leased to tenants under various operating leases with terms
ranging from 4 to 23 years. The leases generally provide for minimum rent
and reimbursement of real estate taxes, common area maintenance and certain
other operating expenses. Certain leases also contain provisions for
percentage rent. Percentage rent earned for the year ended December 31,
1996 was $19,891.
1
<PAGE>
THE PNW PORTFOLIO
Notes to Combined Statement of Revenue and Certain Expenses, Continued
For the year ended December 31, 1996
Future minimum rentals to be received under noncancelable operating leases
in effect at December 31, 1996 are as follows:
YEARS ENDING DECEMBER 31,
----------------------------------
1997 $ 4,083,630
1998 3,882,472
1999 3,529,856
2000 3,360,728
2001 3,239,429
Thereafter 22,978,096
------------
$ 41,074,211
------------
------------
(4) MORTGAGE NOTES PAYABLE
TACOMA
A loan in the amount of $12,250,000, secured by a first trust deed and an
assignment of rents, was executed by the previous owners of Tacoma on
December 15, 1995. In conjunction with the acquisition of Tacoma, the
Company assumed the loan and incurred a transfer fee of $116,018. The loan
bears interest at an annual rate of 7.80%, with principal and interest
payments of $107,096 due monthly through December 1, 2005, at which time
the outstanding principal balance of approximately $7,339,000 and any
accrued interest thereon is due. The principal balance of the loan at
December 31, 1996 was $11,937,804.
OLYMPIA
A loan in the amount of $7,000,000, secured by a first trust deed and an
assignment of rents, was executed by the previous owners of Olympia on
January 29, 1996. In conjunction with the acquisition of Olympia, the
Company assumed the loan and incurred a transfer fee of $60,884. The loan
bears interest at an annual rate of 7.875%, with principal and interest
payments of $55,875 due monthly through February 2018, at which time the
outstanding principal balance and any accrued interest thereon is due.
Upon the closing of the acquisition, the Company made an additional
principal payment of $700,000. The principal balance of the loan at
December 31, 1996 was $6,897,643.
(5) CONCENTRATION OF CREDIT RISK
At December 31, 1996, two tenants individually accounted for more than 10%
of total revenue. Rent revenue earned, including recoveries and percentage
rents, from these tenants for the year ended December 31, 1996 were as
follows:
QFC (Claremont Village Shopping Center) $ 628,637
Tacoma Central Theatres (Tacoma Central
Shopping Center) 713,206
2
<PAGE>
THE PNW PORTFOLIO
Combined Statement of Estimated Taxable Operating Results of The PNW Portfolio
and Estimated Cash To Be Made Available by Operations of The PNW Portfolio
For a Twelve-Month Period
(Unaudited)
Revenue:
Rent, net of straight-line rent $ 3,962,289
Recoveries from tenants 971,194
Other 1,253
-----------
4,934,736
-----------
Expenses:
Interest 1,449,521
Depreciation 800,000
Property operating 508,313
Property taxes 443,565
Property management fees 191,355
Other 63,282
-----------
3,456,036
-----------
Estimated taxable operating income 1,478,700
Add back depreciation 800,000
-----------
Estimated cash to be made available by operations $ 2,278,700
-----------
-----------
This combined statement of estimated taxable operating results and estimated
cash to be made available by operations is an estimate of operating results
of The PNW Portfolio for a period of twelve months based on information
provided by management and does not purport to reflect actual results for any
period. This combined statement includes an adjustment to rent revenue of
$182,470 to reverse the effects of straight-line rent that was recognized for
financial reporting purposes. The Company does not expect to pay federal
income tax because of its election to be taxed as a REIT.
<PAGE>
PAN PACIFIC RETAIL PROPERTIES, INC.
PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
The following unaudited pro forma condensed consolidated balance sheet
as of September 30, 1997 and the unaudited pro forma condensed consolidated
statements of operations for the nine months ended September 30, 1997 and the
year ended December 31, 1996 are presented as if: (i) the consummation of the
initial public offering of common stock in August 1997 (the "IPO"), and
related formation transactions in connection with the IPO; (ii) the
acquisition of the properties acquired during 1997 as identified in the
prospectus dated August 7, 1997 (Chico Crossroads, Monterey Plaza, Fairmont
Shopping Center, Lakewood Shopping Center, Green Valley Town & Country and
certain secured notes receivable); (iii) the acquisition of the Rainbow
Promenade property acquired on September 9, 1997 as disclosed on Form 8K
filed on September 23, 1997; (iv) the acquisition of the properties described
in Item 2 of the related Form 8-K filed on November 26, 1997, (the "PNW
Portfolio Acquisition") and (v) the repayment of notes payable with the net
proceeds of the IPO; all had occurred on September 30, 1997 with respect to
the pro forma condensed consolidated balance sheet and on January 1, 1996
with respect to the pro forma condensed consolidated statements of operations.
The pro forma condensed consolidated financial statements should be read
in conjunction with the combined financial statements of Pan Pacific
Development Properties, including the notes thereto, that were filed with and
as part of Pan Pacific Retail Properties, Inc's prospectus, dated August 7,
1997. The pro forma condensed consolidated financial statements do not
purport to represent Pan Pacific Retail Properties, Inc's financial position
as of September 30, 1997 or the results of operations for the nine months
ended September 30, 1997 or for the year ended December 31, 1996 that would
actually have occurred had the Company completed the transactions described
above nor do they purport to represent the results of operations as of any
future date or for any future period.
<PAGE>
PAN PACIFIC RETAIL PROPERTIES, INC.
PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET
SEPTEMBER 30, 1997
(UNAUDITED)
(IN THOUSANDS, EXCEPT PER SHARE DATA)
<TABLE>
<CAPTION>
Pan Pacific Pan Pacific
Retail Acquisition of Retail
Properties, Inc. The PNW Portfolio Properties, Inc.
Historical Properties (A) Proforma
---------------- ----------------- ----------------
<S> <C> <C> <C>
ASSETS
Operating properties, at cost, net $ 382,260 $ 41,475 $ 423,735
Investments in unconsolidated partnerships 10,077 - 10,077
Cash and cash equivalents 6,916 (296) 6,620
Accounts receivable and accrued rent receivable 8,403 - 8,403
Notes receivable 2,990 - 2,990
Deferred lease commissions 2,612 - 2,612
Prepaid expenses and other assets 6,016 - 6,016
--------- --------- ---------
$ 419,274 $ 41,179 $ 460,453
--------- --------- ---------
--------- --------- ---------
LIABILITIES AND OWNERS' EQUITY
Notes payable $ 90,945 $ 17,679 $ 108,624
Line of credit payable 13,600 23,500 37,100
Accounts payable, accrued expenses and other liabilities 5,493 - 5,493
--------- --------- ---------
Total liabilities 110,038 41,179 151,217
Minority interest 1,475 - 1,475
Shareholders' equity - -
Common stock par value $.01 per share, 100,000,000
authorized shares 16,814,012 shares issued and
outstanding at September 30, 1997 168 - 168
Paid-in-capital in excess of par value 397,580 - 397,580
Accumulated deficit (89,987) - (89,987)
--------- --------- ---------
Total shareholders' equity 307,761 - 307,761
--------- --------- ---------
$ 419,274 $ 41,179 $ 460,453
--------- --------- ---------
--------- --------- ---------
</TABLE>
See accompanying notes to pro forma condensed consolidated financial statements.
<PAGE>
PAN PACIFIC RETAIL PROPERTIES, INC.
PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1997
(UNAUDITED)
(IN THOUSANDS, EXCEPT SHARE DATA)
<TABLE>
<CAPTION>
PRO FORMA ADJUSTMENTS
-------------------------------
PAN PACIFIC ACQUISITION PAN PACIFIC
RETAIL PROPERTIES RETAIL
PROPERTIES AND NOTES OTHER PROPERTIES, INC.
HISTORICAL RECEIVABLE ADJUSTMENTS PRO FORMA
----------- --------------------- ------------- ----------------
<S> <C> <C> <C> <C>
REVENUE:
Rent $ 25,442 $ 7,350 (B) $ - $ 32,792
Recoveries from tenants 5,558 1,372 (B) - 6,930
Income from unconsolidated partnerships 218 - 297 (E) 515
Other 718 157 (B) - 875
-------- -------- ------- ----------
31,936 8,879 297 41,112
-------- -------- ------- ----------
EXPENSES:
Property operating 4,175 875 (B) - 5,050
Property taxes 2,311 773 (B) - 3,084
Property management fees 102 291 (B) (291)(D) 102
Depreciation and amortization 6,303 1,513 (C) - 7,816
Interest 11,253 2,250 (B) (6,649)(E) 9,018
378 (F)
1,786 (K)
General and administrative 2,839 - 147 (G) 2,505
(481)(H)
Other expenses, net 576 45 (B) (529)(I) 92
-------- -------- ------- ----------
27,559 5,747 (5,639) 27,667
-------- -------- ------- ----------
INCOME BEFORE INCOME TAX EXPENSE
AND MINORITY INTEREST 4,377 3,132 5,936 13,445
Income tax expense (65) - 65 (J) -
Minority interest (106) - (96)(E) (202)
-------- -------- ------- ----------
NET INCOME $ 4,206 $ 3,132 $ 5,905 $ 13,243
-------- -------- ------- ----------
-------- -------- ------- ----------
Pro forma weighted average common shares
outstanding (L) 16,852,662
----------
----------
Pro forma net income per share (L) $ 0.79
----------
----------
</TABLE>
See accompanying notes to pro forma condensed consolidated financial statements.
<PAGE>
PAN PACIFIC RETAIL PROPERTIES, INC.
PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
FOR THE YEAR ENDED DECEMBER 31, 1996
(UNAUDITED)
(IN THOUSANDS, EXCEPT SHARE DATA)
<TABLE>
<CAPTION>
PRO FORMA ADJUSTMENTS
--------------------------------
PAN PACIFIC ACQUISITION PAN PACIFIC
RETAIL PROPERTIES RETAIL
PROPERTIES AND NOTES OTHER PROPERTIES, INC.
HISTORICAL RECEIVABLE ADJUSTMENTS PRO FORMA
----------- --------------------- ------------- ----------------
<S> <C> <C> <C> <C>
REVENUE:
Rent $ 28,350 $12,472 (B) $ - $ 40,822
Recoveries from tenants 6,214 2,373 (B) - 8,587
Income from unconsolidated partnerships 109 - 554 (E) 663
Other 432 444 (B) - 876
-------- ------- --------- -----------
35,105 15,289 554 50,948
-------- ------- --------- -----------
EXPENSES:
Property operating 5,070 1,475 (B) - 6,545
Property taxes 2,244 1,344 (B) - 3,588
Property management fees 51 497 (B) (497)(D) 51
Depreciation and amortization 7,245 2,494 (C) - 9,739
Interest 14,671 4,357 (B) (10,559)(E) 10,956
504 (F)
1,983 (K)
General and administrative 3,228 - 892 (G) 3,340
(780)(H)
Other expenses, net 1,981 163 (B) (1,878)(I) 266
-------- ------- --------- -----------
34,490 10,330 (10,335) 34,485
-------- ------- --------- -----------
INCOME BEFORE INCOME TAX EXPENSE
AND MINORITY INTEREST 615 4,959 10,889 16,463
Income tax expense (122) - 122 (J) -
Minority interest (44) - (143)(E) (187)
-------- ------- --------- -----------
NET INCOME $ 449 $ 4,959 $ 10,868 $ 16,276
-------- ------- --------- -----------
-------- ------- --------- -----------
Pro forma weighted average common shares
outstanding (L) 16,814,012
-----------
-----------
Pro forma net income per share (L) $ 0.97
-----------
-----------
</TABLE>
See accompanying notes to pro forma condensed consolidated financial statements.
<PAGE>
PAN PACIFIC RETAIL PROPERTIES, INC.
NOTES TO PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
(IN THOUSANDS)
1. ADJUSTMENTS TO THE PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET
(A) Acquisition of The PNW Portfolio (acquired from unrelated third parties,
recorded at cost):
Operating properties (including land costs of $10,369) $ 41,475
Cash and cash equivalents (296)
Notes payable assumed 17,679
Increase in line of credit payable 23,500
2. ADJUSTMENTS TO THE PRO FORMA CONDENSED CONSOLIDATED STATEMENTS OF
OPERATIONS
The pro forma adjustments to the Pro Forma Condensed Consolidated
Statements of Operations for the nine months ended September 30,
1997 and the year ended December 31, 1996 are as follows:
<TABLE>
<CAPTION>
NINE MONTHS
ENDED YEAR ENDED
SEPTEMBER 30, 1997 DECEMBER 31, 1996
------------------ -----------------
<S> <C> <C>
(B) Acquisition of Chico Crossroads, Monterey Plaza, Fairmont Shopping
Center, Lakewood Shopping Center , Green Valley Town & Country,
Rainbow Promenade, The PNW Portfolio and the secured notes receivable
(refer to the Consolidating Schedule for detailed information by property).
Rental revenue $ 7,350 $ 12,472
Recoveries from tenants $ 1,372 $ 2,373
Other revenue $ 157 $ 444
Property operating expenses $ 875 $ 1,475
Property taxes $ 773 $ 1,344
Property management fees $ 291 $ 497
Interest expense $ 2,250 $ 4,357
Other expenses $ 45 $ 163
(C) Increase in depreciation on buildings for Acquired Properties as follows:
Chico Crossroads $ 71 $ 426
Monterey Plaza $ 141 $ 452
Fairmont Shopping Center $ 69 $ 200
Lakewood Shopping Center $ 86 $ 179
Green Valley Town & Country $ 189 $ 305
Rainbow Promenade $ 374 $ 154
The PNW Portfolio $ 583 $ 778
--------- ---------
$ 1,513 $ 2,494
--------- ---------
--------- ---------
(D) Elimination of property management fees paid to third parties related
to the properties acquired $ (291) $ (497)
(E) Decrease in interest expense, including the amortization of deferred loan
fees, resulting from the repayment of notes payable as follows:
Income from unconsolidated partnerships $ 297 $ 554
Interest expense $ (6,649) $ (10,559)
Minority expense $ (96) $ (143)
(F) Increase in interest expense for the effect of the amortization of
unsecured credit facility fees $ 378 $ 504
(G) Increase in general and administrative expenses for the incremental
costs of operating as a public REIT $ 147 $ 892
(H) Decrease in general and administrative expenses for management fees
charged by a related party $ (481) $ (780)
(I) Decrease in other expenses for loan guarantee fees charged by
a related party $ (529) $ (1,878)
(J) Elimination of income tax expense as the Company expects to elect to
be taxed as a REIT $ 65 $ 122
(K) Increase in interest expense on borrowings under the unsecured credit
facility to finance acquisitions, borrowed at a rate of Libor plus 1.5%. $ 1,786 $ 1,983
</TABLE>
(L) Pro forma weighted average common shares outstanding and pro forma net
income per share are presented as if the formation transactions (including
the issuance of 900,000 stock options, 130,000 shares of restricted stock
and the full exercise of the underwriters over-allotment option) occurred
on January 1, 1996. The incremental effect on pro forma net income per
share from the repayment of debt was $.86 and $1.37 for the nine months
ended September 30, 1997 and the year ended December 31, 1996,
respectively. The incremental effect was calculated by dividing the pro
forma reduction in interest expense by the number of shares that would have
to be issued at $18.18 (the assumed offering price of $20 per share less
the underwriting discounts and commissions) to repay $145.3 million of
debt.
<PAGE>
PAN PACIFIC RETAIL PROPERTIES, INC.
CONSOLIDATING SCHEDULE OF REVENUE AND CERTAIN EXPENSES OF THE ACQUISITION
PROPERTIES AND NOTES RECEIVABLE
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1997(1)
(UNAUDITED)
<TABLE>
<CAPTION>
GREEN
FAIRMONT VALLEY LAKEWOOD
CHICO MONTEREY SHOPPING TOWN & SHOPPING
CROSSROADS PLAZA CENTER COUNTRY CENTER
----------- ---------- ---------- ---------- ----------
<S> <C> <C> <C> <C> <C>
Revenue:
Rent.......................... $ 349,208 $ 746,219 $ 404,174 $ 881,614 $ 404,375
Recoveries from tenants....... 25,458 121,354 82,779 92,389 80,302
Other......................... -- -- 1,986 71 1,213
--------- ---------- ---------- ---------- ----------
374,666 867,573 488,939 974,074 485,890
--------- ---------- ---------- ---------- ----------
Certain expenses:
Interest...................... -- 565,001 -- 593,557 --
Property taxes................ 46,964 110,578 29,366 49,134 44,435
Property operating............ 23,634 82,744 42,323 106,493 80,585
Management fees............... 6,500 29,047 16,643 38,961 19,850
Other......................... 2,934 -- 1,312 4,301 5,958
--------- ---------- ---------- ---------- ----------
80,032 787,370 89,644 792,446 150,828
--------- ---------- ---------- ---------- ----------
Revenue in excess of certain
expenses...................... $ 294,634 $ 80,203 $ 399,295 $ 181,628 $ 335,062
--------- ---------- ---------- ---------- ----------
--------- ---------- ---------- ---------- ----------
RAINBOW THE PNW NOTES
PROMENADE PORTFOLIO RECEIVABLE TOTAL
----------- --------- ---------- ------------
<S> <C> <C> <C> <C>
Revenue:
Rent.......................... $ 1,450,319 $3,114,528 $ -- $ 7,350,437
Recoveries from tenants....... 230,031 739,808 -- 1,372,121
Other......................... 3,992 5,769 143,492 156,523
----------- ---------- ---------- ------------
1,684,342 3,860,105 143,492 8,879,081
----------- ---------- ---------- ------------
Certain expenses:
Interest...................... -- 1,091,385 -- 2,249,943
Property taxes................ 169,637 322,459 -- 772,573
Property operating............ 126,684 412,669 -- 875,132
Management fees............... 34,527 146,579 -- 292,107
Other......................... 14,313 15,741 -- 44,559
----------- ---------- ---------- ------------
345,161 1,988,833 -- 4,234,314
----------- ---------- ---------- ------------
Revenue in excess of certain
expenses...................... $ 1,339,181 $1,871,272 $ 143,492 $ 4,644,767
----------- ---------- ---------- ------------
----------- ---------- ---------- ------------
</TABLE>
- ------------------------
(1) With respect to Chico Crossroads, operations are included for the period
prior to its being acquired by the Company (January 1, 1997 through February
27, 1997).
<PAGE>
FOR THE YEAR ENDED DECEMBER 31, 1996
(UNAUDITED)
<TABLE>
<CAPTION>
GREEN
FAIRMONT VALLEY LAKEWOOD
CHICO MONTEREY SHOPPING TOWN & SHOPPING
CROSSROADS PLAZA CENTER COUNTRY CENTER
------------ ------------ ------------ ------------ ----------
<S> <C> <C> <C> <C> <C>
Revenue:
Rent.................... $ 2,103,771 $ 2,433,276 $ 1,141,744 $ 1,555,036 $ 824,816
Recoveries from tenants. 325,144 471,830 222,152 171,582 207,874
Other................... -- -- 6,110 424 2,898
------------ ------------ ------------ ------------ ----------
2,428,915 2,905,106 1,370,006 1,727,042 1,035,588
------------ ------------ ------------ ------------ ----------
Certain expenses:
Interest............... -- 1,798,012 -- 1,109,676 --
Property taxes......... 281,782 339,747 84,166 89,571 93,065
Property operating..... 81,109 339,445 139,170 222,131 171,636
Management fees........ 39,000 97,638 47,950 70,205 43,225
Other.................. 37,909 13,691 10,743 8,213 29,607
------------ ------------ ------------ ------------ ----------
439,800 2,588,533 282,029 1,499,796 337,533
------------ ------------ ------------ ------------ ----------
Revenue in excess of
certain expenses........ $ 1,989,115 $ 316,573 $ 1,087,977 $ 227,246 $ 698,055
------------ ------------ ------------ ------------ ----------
------------ ------------ ------------ ------------ ----------
RAINBOW THE PNW NOTES
PROMENADE PORTFOLIO RECEIVABLE TOTAL
---------- ---------- ---------- -----------
<S> <C> <C> <C> <C>
Revenue:
Rent.................... $ 268,424 $4,144,759 $ -- $12,471,826
Recoveries from tenants. 3,749 971,194 -- 2,373,525
Other................... 51 1,253 432,865 443,601
---------- ---------- ---------- -----------
272,224 5,117,206 432,865 15,288,952
---------- ---------- ---------- -----------
Certain expenses:
Interest............... -- 1,449,521 -- 4,357,209
Property taxes......... 11,653 443,565 -- 1,343,549
Property operating..... 13,360 508,313 -- 1,475,164
Management fees........ 7,500 191,355 -- 496,873
Other.................. 52 63,282 -- 163,497
---------- ---------- ---------- -----------
32,565 2,656,036 -- 7,836,292
---------- ---------- ---------- -----------
Revenue in excess of
certain expenses........ $ 239,659 $2,461,170 $ 432,865 $ 7,452,660
---------- ---------- ---------- -----------
---------- ---------- ---------- -----------
</TABLE>
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized on January 23, 1998.
PAN PACIFIC RETAIL PROPERTIES, INC.
By: /s/ Stuart A. Tanz
Stuart A. Tanz
President and Chief Executive Officer
By: /s/ David L. Adlard
David L. Adlard
Executive Vice President and
Chief Financial Officer
By: /s/ Laurie A. Sneve
Laurie A. Sneve, CPA
Vice President and Controller
<PAGE>
PAN PACIFIC RETAIL PROPERTIES, INC.
EXHIBIT INDEX
Number and Description of Exhibit
99.1 Purchase and Sale Agreement between MGMAB Limited Partnership and Pan
Pacific Retail Properties, Inc. dated September 24, 1997 (previously
filed as Exhibit 10.9 to the Registrant's Quarterly Report on form 10-Q
relating to the nine months ended September 30, 1997 and incorporated
herein by this reference).
99.2 Purchase and Sale Agreement between Olympia West Partners, LP and Pan
Pacific Retail Properties, Inc. dated September 24, 1997 (previously
filed as Exhibit 10.10 to the Registrant's Quarterly Report on form 10-Q
relating to the nine months ended September 30, 1997 and incorporated
herein by this reference).
99.3 Purchase and Sale Agreement between Tacoma Development Limited
Partnership and Pan Pacific Retail Properties, Inc. dated September 24,
1997 (previously filed as Exhibit 10.11to the Registrant's Quarterly
Report on form 10-Q relating to the nine months ended September 30, 1997
and incorporated herein by this reference).
