UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
(Amendment No. 1)
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 13, 1997 (October 8, 1997)
The Price REIT, Inc.
(Exact name of registrant as specified in charter)
Maryland 1-13432 52-1746059
(State or Other Jurisdiction (Commission File (IRS Employer
of Incorporation) Number) Identification No.)
7979 Ivanhoe Avenue, Suite 524, La Jolla, California 92037
(Address of Principal Executive Offices)(Zip Code)
(619) 551-2320
(Registrant's Telephone Number, Including Area Code)
None
(Former name or former address, if changed since last report.)
The Price REIT, Inc. hereby amends Item 7 of its Current Report on Form 8-K
filed with the Securities and Exchange Commission on November 13, 1997 to file
the (i) audited statements of revenue over specific operating expenses for
Piscataway Towne Center and Cordata Centre, (ii) unaudited pro forma condensed
financial information and (iii) consent of independent auditors.
Item 7. Financial Statements and Exhibits
(a) Financial Statement of Property Acquired
Piscataway Towne Center
Report of Independent Auditors
Statement of Revenue Over Specific Operating Expenses
Notes to Statement of Revenue Over Specific Operating Expenses
(b) Financial Statement of Property Acquired
Cordata Centre
Report of Independent Auditors
Statement of Revenue Over Specific Operating Expenses
Notes to Statement of Revenue Over Specific Operating Expenses
(c) Pro Forma Financial Information
The Price REIT, Inc.
Pro Forma Condensed Balance Sheet as of
September 30, 1997
The Price REIT, Inc.
Pro Forma Condensed Statement of Income for
the year ended December 31, 1996
The Price REIT, Inc.
Pro Forma Condensed Statement of Income for
the nine months ended September 30, 1997
(d) Exhibits
The following exhibit is filed with this report on Form 8-K/A.
Exhibit No.
23.1 Consent of Independent Auditors
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this amendment No. 1 to Form 8-K filed on Form 8-K/A
to be signed on its behalf by the undersigned hereunto duly authorized.
The Price REIT, Inc.
(Registrant)
Date: December 23, 1997 By:/George M. Jezek/
-----------------------------
George M. Jezek
Executive Vice President,
Chief Financial Officer and Secretary
Report of Independent Auditors
The Board of Directors and Stockholders
The Price REIT, Inc.
We have audited the accompanying statement of revenue over specific operating
expenses of the Piscataway Towne Center (the "Center") for the year ended
December 31, 1996. The statement is the responsibility of the Center's
management. Our responsibility is to express an opinion on this 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 statement is free of material misstatement. An audit
includes examining, on a test basis, evidence supporting the amounts and
disclosures in the statement. An audit also includes assessing the basis of
accounting used and significant estimates made by management, as well as
evaluating the overall presentation of the statement. We believe that our audit
provides a reasonable basis for our opinion.
The accompanying statement of revenue over specific operating expenses was
prepared for the purpose of complying with the rules and regulations of the
Securities and Exchange Commission for inclusion in the Form 8-K of The Price
REIT, Inc. as described in Note 2, and is not intended to be a complete
presentation of the Center's revenue and expenses.
In our opinion, the statement of revenue over specific operating expenses
referred to above presents fairly, in all material respects, the revenue over
specific operating expenses of the Center, as described in Note 2, for the year
ended December 31, 1996, in conformity with generally accepted accounting
principles.
/s/Ernst & Young LLP
San Diego, California
December 16, 1997
Piscataway Towne Center
Statement of Revenue Over Specific Operating Expenses
(In Thousands)
Year Ended Nine Months
December 31, September 30,
1996 -------------
1997 1996
------------------------------
(Unaudited)
Revenue
Rental income $2,083 $1,551 $1,557
Specific Operating Expenses
Rental operations, maintenance and
management 297 207 246
Real estate taxes 218 177 162
------------------------------
515 384 408
------------------------------
Excess of Revenue over Specific
Operating Expenses $1,568 $1,167 $1,149
==============================
See accompanying notes.
Piscataway Towne Center
Notes To Statement of Revenue Over
Specific Operating Expenses
Year ended December 31, 1996
1. Acquisition and Significant Accounting Policies
Organization
The Price REIT, Inc. (the "Company") acquired the Piscataway Towne Center (the
"Center") on October 31, 1997 from K. Hovnanian Properties of Piscataway, Inc.
("Hovnanian"). The Center is a 97,000 rentable square-foot shopping center built
in 1989, and located in Piscataway, New Jersey.
Rental Income
Rental income is recorded on a straight-line basis over the lives of the tenant
leases.
Use of Estimates
The preparation of the Center's statement of revenue over specific operating
expenses requires management to make estimates and assumptions that affect the
reported amounts of revenue and specific expenses during the reporting period.
Due to uncertainties inherent in the estimation process, it is possible that
actual results could differ from these estimates.
2. Basis of Presentation
The statement of revenue over specific operating expenses was prepared for the
purpose of complying with the rules and regulations of the Securities and
Exchange Commission for inclusion in the Form 8-K of The Price REIT, Inc. and is
not intended to be a complete presentation of the Center's revenue and expenses.
The statement of revenue over specific operating expenses excludes depreciation,
amortization and certain other expenses of the Center which are not comparable
with the future operations of the Center.
In the opinion of management, the unaudited financial information contains all
adjustments (consisting of normal recurring accruals) considered necessary for a
fair presentation of the statement of revenue over specific operating expenses
of the Center.
Property taxes have not been adjusted to reflect the estimated reassessed value
of the Center after acquisition by the Company.
Piscataway Towne Center
Notes To Statement of Revenue Over
Specific Operating Expenses
(continued)
2. Basis of Presentation (continued)
The statement contains no provision for income taxes because the Company intends
to continue to qualify as a real estate investment trust ("REIT") under both
Federal and state statutes. A REIT is not taxed on income distributed to its
stockholders, and the Company plans to distribute substantially all of its
taxable income to its stockholders.
3. Rental Income
The Center is generally leased to tenants under noncancellable operating leases
with remaining terms ranging from two to 18 years. The leases generally contain
provisions for predetermined fixed increases in rent and require the tenants to
reimburse the owner for substantially all operating expenses of the property.
Future minimum rental income due under the terms of the operating leases is as
follows (in thousands):
1997 $1,581
1998 1,571
1999 1,460
2000 1,277
2001 1,183
Thereafter 11,989
The following tenant accounts for greater than 10% of total revenue in 1996 (in
thousands):
Revenue
-------
Foodarama $1,121
4. Related Party Transaction
Rental operations, maintenance and management includes $74,000 of management
fees paid to an affiliate of Hovnanian during the year ended December 31, 1996.
Report of Independent Auditors
The Board of Directors and Stockholders
The Price REIT, Inc.
We have audited the accompanying statement of revenue over specific operating
expenses of the Cordata Centre (the "Center") for the year ended December 31,
1996. The statement is the responsibility of the Center's management. Our
responsibility is to express an opinion on this 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 statement is free of material misstatement. An audit
includes examining, on a test basis, evidence supporting the amounts and
disclosures in the statement. An audit also includes assessing the basis of
accounting used and significant estimates made by management, as well as
evaluating the overall presentation of the statement. We believe that our audit
provides a reasonable basis for our opinion.
The accompanying statement of revenue over specific operating expenses was
prepared for the purpose of complying with the rules and regulations of the
Securities and Exchange Commission for inclusion in the Form 8-K of The Price
REIT, Inc. as described in Note 2, and is not intended to be a complete
presentation of the Center's revenue and expenses.
In our opinion, the statement of revenue over specific operating expenses
referred to above presents fairly, in all material respects, the revenue over
specific operating expenses of the Center, as described in Note 2, for the year
ended December 31, 1996, in conformity with generally accepted accounting
principles.
/s/Ernst & Young LLP
San Diego, California
December 16, 1997
Cordata Centre
Statement of Revenue Over Specific Operating Expenses
(In Thousands)
Year Ended Nine Months Ended
December 31, September 30,
1996 1997 1996
----------------------------------
(Unaudited)
Revenue
Rental income $2,347 $1,824 $1,774
Specific Operating Expenses
Rental operations, maintenance and
management 222 173 168
Real estate taxes 173 125 126
--------------------------------
395 298 294
--------------------------------
Excess of Revenue over Specific
Operating Expenses $1,952 $1,526 $1,480
================================
See accompanying notes.
Cordata Centre
Notes To Statement of Revenue Over
Specific Operating Expenses
Year ended December 31, 1996
1. Acquisition and Significant Accounting Policies
Organization
The Price REIT, Inc. (the "Company") acquired the Cordata Centre (the "Center")
on October 17, 1997 from Guide Meridian Retail, Inc. ("GMRI"). The Center is a
318,000 rentable square-foot shopping center built in 1991, and located in
Bellingham, Washington.
Rental Income
Rental income is recorded on a straight-line basis over the lives of the tenant
leases.
Use of Estimates
The preparation of the Center's statement of revenue over specific operating
expenses requires management to make estimates and assumptions that affect the
reported amounts of revenue and specific expenses during the reporting period.
Due to uncertainties inherent in the estimation process, it is possible that
actual results could differ from these estimates.
2. Basis of Presentation
The statement of revenue over specific operating expenses was prepared for the
purpose of complying with the rules and regulations of the Securities and
Exchange Commission for inclusion in the Form 8-K of The Price REIT, Inc. and is
not intended to be a complete presentation of the Center's revenue and expenses.
The statement of revenue over specific operating expenses excludes depreciation,
amortization and certain other expenses of the Center which are not comparable
with the future operations of the Center.
In the opinion of management, the unaudited financial information contains all
adjustments (consisting of normal recurring accruals) considered necessary for a
fair presentation of the statement of revenue over specific operating expenses
of the Center.
Property taxes have not been adjusted to reflect the estimated reassessed value
of the Center after acquisition by the Company.
Cordata Centre
Notes To Statement of Revenue Over
Specific Operating Expenses
(continued)
2. Basis of Presentation (continued)
The statement contains no provision for income taxes because the Company intends
to continue to qualify as a real estate investment trust ("REIT") under both
Federal and state statutes. A REIT is not taxed on income distributed to its
stockholders, and the Company plans to distribute substantially all of its
taxable income to its stockholders.
3. Rental Income
The Center is generally leased to tenants under noncancellable operating leases
with remaining terms ranging from one to 16 years. The leases generally contain
provisions for predetermined fixed increases in rent and require the tenants to
reimburse the owner for substantially all operating expenses of the property.
Future minimum rental income due under the terms of the operating leases is as
follows (in thousands):
1997 $2,107
1998 2,001
1999 1,933
2000 1,869
2001 1,766
Thereafter 9,747
The following tenants account for greater than 10% of total revenue in 1996 (in
thousands):
Revenue
-------
Bon Home Store $574
Billy McHale's 265
Future Shop 259
Drug Emporium 252
The Price REIT, Inc.
Pro Forma Condensed Balance Sheet
September 30, 1997
(Unaudited)
The following unaudited pro forma condensed balance sheet has been presented as
if the purchases of Piscataway Towne Center, Cordata Centre and Ridgedale
Festival Shopping Center (collectively, the "Centers") occurred on September 30,
1997. The unaudited pro forma condensed balance sheet should be read in
conjunction with the condensed consolidated financial statements included in the
Company's Quarterly Report on Form 10-Q for the quarterly period ended September
30, 1997 and Current Report on Form 8-K dated November 13, 1997. In management's
opinion, all adjustments necessary to reflect the purchase of the Centers and
related significant transactions have been made. The unaudited pro forma
condensed balance sheet is not necessarily indicative of what the actual
financial position would have been at September 30, 1997, nor does it purport to
present the future financial position of the Company.
The Price REIT, Inc.
Pro Forma Condensed Balance Sheet
September 30, 1997
(Unaudited)
The The
Company Pro Forma Company
Historical Adjustments Pro Forma
-----------------------------------------
(In Thousands)
Assets
Rental property, net $534,467 $47,250 (a) $581,717
Other assets 57,890 (14,150)(a) 43,740
-----------------------------------------
$592,357 $33,100 $625,457
=========================================
Liabilities and Stockholders' Equity
Liabilities $264,306 $33,100(a) $297,406
Stockholders' Equity 328,051 - 328,051
-----------------------------------------
$592,357 $ 33,100 $625,457
=========================================
See accompanying pro forma adjustments.
The Price REIT, Inc.
Pro Forma Adjustments to Condensed Balance Sheet
September 30, 1997
(Unaudited)
(a) Record the acquisitions of Piscataway Towne Center, Cordata Centre and
Ridgedale Festival Shopping Center from operating cash, draws from the
Company's unsecured line of credit, and assumption of a secured loan as
follows:
Paid from
---------------------------
Acquisition Line of Loan
Date Property Name Cost Cash Credit Assumed
----------- ------------- -----------------------------------
(In Thousands)
-----------------------------------
October 31, 1997 Piscataway Towne Center $15,100 $ - $ 3,700 $11,400
October 17, 1997 Cordata Centre 20,250 2,250 18,000 -
October 8, 1997 Ridgedale Festival
Shopping Center 11,900 11,900 - -
------------------------------------
$47,250 $14,150 $21,700 $11,400
====================================
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.
The Price REIT, Inc.
Pro Forma Condensed Statement of Income
For the Year Ended December 31, 1996
(Unaudited)
Pro Forma Adjustments
---------------------------------------
The 1997 Piscataway
Company Acquired Towne Cordata
Historical Properties Center Centre
----------------------------------------------------
(In thousands, except per share amounts)
Revenue
Rental income $51,292 $18,039(a) $2,083(a) $2,347(a)
Other income 3,033 - - -
----------------------------------------------------
54,325 18,039 2,083 2,347
Expenses
Rental operations 9,909 4,032(b) 441(b) 345(b)
General and
administrative 3,550 - - -
Depreciation 11,876 4,169(c) 434(c) 590(c)
Interest 12,071 6,022(d) 1,478(d)(e) 1,368(d)
---------------------------------------------------
37,406 14,223 2,353 2,303
---------------------------------------------------
Net Income (loss) $16,919 $ 3,816 $ (270) $ 44
===================================================
Per Share Data
Net income per
share $ 1.98
======
Weighted average
number of shares
outstanding 8,560
======
Other Data
Number of
properties at
end of period 24
======
Continued The Price REIT, Inc.
Pro Forma Condensed Statement of Income
For the Year Ended December 31, 1996
(Unaudited)
Pro Forma Adjustments
----------------------
Ridgedale
Festival The
Shopping Company
Center Pro Forma
---------------------------------------
(In thousands, except per share amounts)
Revenue
Rental income $1,895 (a) $ 75,656
Other income - 3,033
-----------------------------------------
1,895 78,689
Expenses
Rental operations 621 (b) 15,348
General and
administrative - 3,550
Depreciation 343 (c) 17,412
Interest - 20,939
-----------------------------------------
964 57,249
-----------------------------------------
Net Income (loss) $ 931 $21,440
=========================================
Per Share Data
Net income per
share $ 1.92
========
Weighted average
number of shares
outstanding 11,160(f)
========
Other Data
Number of
properties at
end of period 36
========
See accompanying pro forma adjustments.
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
Properties Towne Center
--------------- --------------
Years Cost Deprec. Cost Deprec.
------- ---------------- --------------
Land - $ 50,440 $ - $ 4,832 $ -
Land
improvements 15 10,465 623 906 60
Buildings 25 99,248 3,546 9,362 374
--------------- --------------
$160,153 $ 4,169 $15,100 $ 434
================ ===============
Ridgedale Festival
Cordata Centre Shopping Center
--------------- --------------
Years Cost Deprec. Cost Deprec.
------- ---------------- --------------
Land - $ 6,310 $ - $ 3,808 $ -
Land
improvements 15 1,230 82 714 48
Buildings 25 12,710 508 7,378 295
--------------- --------------
$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.
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.
The Price REIT, Inc.
Pro Forma Condensed Statement of Income
For the Nine Months Ended September 30, 1997
(Unaudited)
Pro Forma Adjustments
--------------------------------------------
The 1997 Piscataway
Company Acquired Towne Cordata
Historical Properties Center Centre
--------------------------------------------------------
(In thousands, except per share amounts)
Revenue
Rental income $48,450 $8,613(a) $ 1,551(a) $ 1,824(a)
Other income 5,379 - - -
--------------------------------------------------------
53,829 8,613 1,551 1,824
Expenses
Rental operations 9,247 1,639(b) 327(b) 260(b)
General and
Administrative 2,815 - - -
Depreciation 11,201 1,966(c) 326(c) 443(c)
Interest 10,667 4,920(d) 1,098(d)(e) 972(d)
---------------------------------------------------------
33,930 8,525 1,751 1,675
---------------------------------------------------------
Net income $19,899 $ 88 $ (200) $ 149
loss) =========================================================
Per Share Data
Net income per $ 1.85
share =======
Weighted average
number of
shares
outstanding 10,742
======
Other Data
Number of
properties at
end of period 32
======
See accompanying pro forma adjustments.
Continued
The Price REIT, Inc.
Pro Forma Condensed Statement of Income
For the Nine Months Ended September 30, 1997
(Unaudited)
Pro Forma Adjustments
-----------------------
Ridgedale
Festival The
Shopping Company
Center Pro Forma
--------------------------------------
(In thousands, except per share amounts)
Revenue
Rental income $ 1,314(a) $61,752
Other income - 5,379
--------------------------------------
1,314 67,131
Expenses
Rental operations 430 (b) 11,903
General and
administrative - 2,815
Depreciation 257 (c) 14,193
Interest - 17,657
--------------------------------------
687 46,568
--------------------------------------
Net income (loss) $ 627 $20,563
======================================
Per Share Data
Net income per share $ 1.76
=============
Weighted average
number of share
outstanding 11,684 (f)
=============
Other Data
Number of properties
at end of period 35
=============
See accompanying pro forma adjustments.
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
Properties Towne Center
-----------------------------------------
Years Cost Deprec. Cost Deprec.
-------- -----------------------------------------
Land - $50,440 $ - $ 4,832 $ -
Land
improvements 15 10,465 523 906 45
Buildings 25 99,248 2,977 9,362 281
-----------------------------------------
$160,153 3,500 $15,100 $ 326
======== ===================
Less amount included in the
Company historical (1,534)
-------
$1,966
=======
Ridgedale Festival
Cordata Centre Shopping Center
-----------------------------------------
Years Cost Deprec. Cost Deprec.
-------- -----------------------------------------
Land - $ 6,310 $ - $ 3,808 $ -
Land
improvements 15 1,230 62 714 36
Buildings 25 12,710 381 7,378 221
-----------------------------------------
$ 20,250 443 $11,900 $ 257
==========================================
(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%.
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.
EXHIBIT 23.1
Consent of Independent Auditors
We consent to the incorporation by reference in the Registration Statements
(Form S-3 No. 33-75547; Form S-8 No. 33-87812; Form S-3 No. 333-35185 and
related Prospectus) of The Price REIT, Inc. for the registration of 500,000
shares of its common stock; 600,000 shares of its common stock; and an aggregate
maximum total of $400,000,000 of debt securities, preferred stock, common stock,
and warrants for the purchase of its preferred stock or common stock,
respectively, of our reports dated December 16, 1997 with respect to the
statements of revenue over specific operating expenses of the Piscataway Towne
Center and Cordata Centre of The Price REIT, Inc. included in its Current Report
on Form 8-K dated November 13, 1997 (and Amendment No. 1 thereto), filed with
the Securities and Exchange Commission.
/s/Ernst & Young LLP
San Diego, California
December 22, 1997
