19
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
(Mark One)
[X] Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934 for the quarterly period ended March 31, 1998 or
[ ] Transition report pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 for the transition period from to
Commission file number 1-13432
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The Price REIT, Inc.
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(Exact name of Registrant as specified in its Charter)
Maryland 52-1746059
--------- -----------
(State or other jurisdiction (IRS Employer Identification No.)
of incorporation or organization)
7979 Ivanhoe Avenue, La Jolla, California 92037
- ----------------------------------------- ----------
(Address of principal executive offices) (Zip Code)
(619)551-2320
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(Registrant's telephone number, including area code)
N/A
(Former name, former address and former fiscal year if changed since last
report)
Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the Registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. YES X NO
--- ---
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.
Common Stock, $0.01 Par Value - 11,731,479 as of May 14, 1998.
The Price REIT, Inc.
Form 10-Q
Index
PART I - FINANCIAL INFORMATION
Item 1: Financial Statements (Unaudited)
Condensed Consolidated Balance Sheets -
March 31, 1998 and December 31, 1997 3
Condensed Consolidated Statements of Income -
Three months ended March 31, 1998 and 1997 4
Condensed Consolidated Statements of Cash Flows -
Three months ended March 31, 1998 and
March 31, 1997 5
Notes to Condensed Consolidated Financial
Statements - March 31, 1998 7
Item 2: Management's Discussion and Analysis of
Financial Condition and Results of Operations 15
PART II - OTHER INFORMATION
Item 6 : Exhibits and Reports on Form 8-K 24
Signatures 25
Independent Accountants' Review Report 26
PART I - FINANCIAL INFORMATION
Item 1 - Financial Statements
- -----------------------------
The Price REIT, Inc.
Condensed Consolidated Balance Sheets
(Unaudited)
March 31, December 31,
1998 1997
--------- ---------
ASSETS (In Thousands)
Rental property, net $617,657 $588,075
Investment in joint ventures 23,812 22,555
Cash and cash equivalents 4,112 3,474
Deferred rent receivable 11,090 10,298
Other assets 12,509 11,800
Secured note receivable 1,290 1,301
--------- ---------
Total assets $670,470 $637,503
========= =========
LIABILITIES & STOCKHOLDERS' EQUITY
LIABILITIES
Accounts payable and accrued liabilities $ 13,272 $ 9,212
Senior Notes payable 204,148 204,093
Unsecured line of credit 88,000 58,000
Secured notes payable 37,381 37,535
--------- ---------
Total liabilities 342,801 308,840
Minority interest 2,500 2,417
STOCKHOLDERS' EQUITY
Preferred stock, $.01 par value; 2,000,000 shares
authorized, no shares issued or outstanding - -
Common stock, $.01 par value, 25,000,000 shares
authorized: 11,731,479 and 11,700,793 shares
issued and outstanding 117 117
Additional paid-in capital 356,026 354,941
Accumulated deficit (30,974) (28,812)
--------- ---------
Total stockholders' equity 325,169 326,246
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Total liabilities and stockholders' equity $670,470 $637,503
========= =========
See notes to condensed consolidated financial statements.
The Price REIT, Inc.
Condensed Consolidated Statements of Income
(Unaudited)
Three months ended
March 31,
1998 1997
-------- --------
(In Thousands, except
per share and share data)
REVENUE
Rental income $ 22,649 $ 14,108
Management fees 68 70
Equity in earnings of joint ventures 424 449
Interest and other income 164 681
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Total revenue 23,305 15,308
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EXPENSES
Rental operations 2,400 1,304
Real estate taxes 2,355 1,440
General and administrative 1,314 954
Depreciation 4,961 3,139
Interest 5,646 3,025
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Total expenses 16,676 9,862
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NET INCOME 6,629 5,446
======== ========
PER SHARE DATA
Net income per share (basic) $ 0.57 $ 0.53
-------- --------
Net income per share (diluted) $ 0.56 $ 0.52
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Dividends paid per share of
Common Stock $ 0.750 $ 0.725
-------- --------
Weighted average number of
shares outstanding (basic) 11,706 10,297
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Weighted average number of
shares outstanding (diluted) 11,936 10,409
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See notes to condensed consolidated financial statements.
The Price REIT, Inc.
Condensed Consolidated Statements of Cash Flows
(Unaudited)
Three Months Ended
March 31,
1998 1997
--------- ---------
(In Thousands)
OPERATING ACTIVITIES
Net income $ 6,629 $ 5,446
Adjustments to reconcile net income to net
cash provided by operating activities:
Depreciation 4,961 3,139
Amortization of deferred loan fees 158 147
Amortization of debt discount 55 45
Equity in earnings of joint ventures (424) (449)
Deferred rent (792) (498)
Changes in operating assets and liabilities:
Rent receivable and other assets (956) (1,140)
Accounts payable and accrued liabilities 4,060 3,120
--------- ---------
Net cash provided by operating activities 13,691 9,810
INVESTING ACTIVITIES
Purchases of rental property (31,751) (36,575)
Additions to rental property (2,691) (5,853)
Secured note receivable 11 (1,389)
Investments in joint ventures (1,145) (220)
Distributions from joint ventures 300 632
--------- ---------
Net cash used in investing activities (35,276) (43,405)
FINANCING ACTIVITIES
Proceeds from unsecured line of credit 30,000 -
Repayment of unsecured line of credit - (19,000)
Repayment of secured notes payable (154) (72)
Minority interest contribution 91 757
Distributions to minority partner in
consolidated joint ventures (8) -
Gross proceeds from issuance of common stock 702 60,289
Common stock issuance costs - (3,200)
Dividends paid, net of dividends reinvested (8,408) (7,483)
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Net cash provided by financing activities 22,223 31,291
--------- ---------
Increase(Decrease) in cash and cash equivalents 638 (2,304)
Cash and cash equivalents at beginning of period 3,474 11,369
--------- ---------
Cash and cash equivalents at end of period $ 4,112 $ 9,065
========= =========
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid during the period for interest $ 994 $ 408
========= =========
SUPPLEMENTAL SCHEDULE OF NONCASH INVESTING AND FINANCING
ACTIVITIES:
Common Stock issued in accordance with
the dividend reinvestment plan $ 383 $ 264
========= =========
See notes to condensed consolidated financial statements.
The Price REIT, Inc.
Notes to Condensed Consolidated Financial Statements
March 31, 1998
(Unaudited)
NOTE 1 - BASIS OF PRESENTATION
The accompanying unaudited condensed consolidated financial statements of The
Price REIT, Inc. (the "Company") have been prepared in accordance with generally
accepted accounting principles for interim financial information and with the
instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do
not include all of the information and footnotes required by generally accepted
accounting principles for complete financial statements. In the opinion of
management, all adjustments (consisting of normal recurring accruals) considered
necessary for a fair presentation have been included. Operating results for the
three month period ended March 31, 1998 are not necessarily indicative of the
results that may be expected for the year ended December 31, 1998. For further
information, refer to the consolidated financial statements and footnotes
thereto included in the Company's Annual Report on Form 10-K for the year ended
December 31, 1997.
The preparation of the Company's financial statements requires management to
make estimates and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at the financial
statement date and the reported amounts of revenue and expenses during the
reporting period. Due to uncertainties inherent in the estimation process, it is
reasonably possible that actual results could differ from these estimates.
In June 1997, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 131, Disclosures about Segments of an
Enterprise and Related Information (Statement 131), which is effective for years
beginning after December 15, 1997. Statement 131 establishes standards for the
way that public business enterprises report information about operating segments
in annual financial statements and requires that those enterprises report
selected information about operating segments in interim financial reports. It
also establishes standards for related disclosures about products and services,
geographic areas, and major customers. Management does not anticipate that the
adoption of this statement will have a significant effect on the Company.
NOTE 2 - AGREEMENT AND PLAN OF MERGER
On January 13, 1998, the Company entered into an Agreement and Plan of Merger
with Kimco Realty Corporation, a Maryland corporation ("Kimco"), and REIT Sub,
Inc., a Maryland corporation and wholly owned subsidiary of Kimco ("REIT Sub"),
pursuant to which the Company will merge (the "Merger") with and into REIT Sub.
Pursuant to the Merger, each share of Common Stock of the Company will be
converted (on a tax-free basis) into the right to receive a combination of
common stock, par value of $.01 per share, of Kimco and depositary shares
("Kimco Class D Depositary Shares"), each representing a one-tenth fractional
interest in a new issue of Kimco 7.5% Class D Cumulative Convertible Preferred
Stock, having an assumed value of not less than $45.00 based upon the Kimco
Average Price (as defined below) and the liquidation preference of the Kimco
Class D Depositary Shares. The Merger which is expected to close in the first
half of 1998, is subject to, among other things, the approval of the
stockholders of each of the Company and Kimco. The "Kimco Average Price" will be
the average of the daily high and low sales prices of the Kimco Common Stock on
the New York Stock Exchange during the 15 randomly selected trading days within
the 30 consecutive trading days ending on and including the seventh trading day
immediately preceding the date of Kimco's 1998 annual meeting of stockholders.
NOTE 3 - PROPERTY ACQUISITIONS
PURCHASE OF SHOPPING CENTERS
On January 16, 1997, the Company acquired Westgate Market, a 134,000 square foot
shopping center in Wichita, Kansas for $9.8 million. The Company financed this
acquisition with borrowings under its Line of Credit.
On March 19, 1997, the Company acquired a shopping center in Garland, Texas for
$4.75 million. The Company financed this acquisition with operating cash.
On March 20, 1997, the Company acquired a shopping center in Richardson, Texas
for $8.5 million. The Company financed this acquisition with operating cash.
On March 28, 1997, the Company acquired a shopping center in Dallas, Texas for
$8.75 million. The Company financed this acquisition with operating cash.
On March 31, 1997, the Company acquired a shopping center in Greensboro, North
Carolina for $4.975 million. The Company financed this acquisition with
operating cash.
On April 1, 1997, the Company acquired Arboretum Crossing (Phase I), a 182,000
square foot shopping center located in Austin, Texas for $23.4 million. The
Company financed this acquisition with borrowings of $14 million under its Line
of Credit and $9.4 million of operating cash.
On May 14, 1997, the Company acquired Smoketown Stations Center, a 483,000
square foot shopping center located in Woodbridge, Virginia for $46.5 million.
The Company financed this acquisition with borrowings under its Line of Credit.
On August 28, 1997, the Company acquired a 185,000 square foot shopping center
in Farmington, Connecticut for $20 million. The acquisition was financed through
the assumption of a $14.7 million non-recourse loan secured by the property and
$5.3 million from proceeds of the tax-deferred exchange from sale of the
Cerritos property.
On October 8, 1997, the Company acquired Ridgedale Festival shopping center, a
120,000 square foot shopping center in Minnetonka (Minneapolis), Minnesota. The
purchase price was $11.9 million. The Company financed this acquisition with the
proceeds from the tax-deferred sale of the Cerritos property.
On October 17, 1997, the Company acquired Cordata Centre, a 174,000 square foot
shopping center located in Bellingham, Washington. The purchase price was $20.25
million. The Company financed the acquisition with borrowings of $18 million
under the Line of Credit and the remainder from operating cash.
On October 31, 1997, the Company acquired a 97,000 square foot shopping center
in Piscataway, New Jersey. The purchase price was $15.1 million. The Company
financed this acquisition by the assumption of a $11.4 million non-recourse loan
secured by the property maturing in August 2000, and the remainder with
borrowings under its Line of Credit.
On December 29, 1997, the Company acquired Woodgrove Festival, a 149,000 square
foot shopping center located in Woodridge, Illinois. The purchase price was
$16.5 million. The Company financed the acquisition with borrowings of $16
million under the Line of Credit and the remainder from operating cash.
On March 4, 1998, the Company acquired Market Place At Rivergate, a 109,000
square foot shopping center located in Nashville, Tennessee. The purchase price
was $8.1 million. The Company financed this acquisition with borrowings of $4
million under its Line of Credit and the remainder from operating cash.
On March 11, 1998, the Company acquired Vista Ridge Plaza, a 122,000 square foot
shopping center and The Shops At Vista Ridge, a 75,000 square foot shopping
center located in Lewisville, Texas. The purchase price for Vista Ridge Plaza
was $12.55 million and the purchase price for The Shops at Vista Ridge was
$10.95 million. The Company financed these acquisitions with borrowings of $20
million under its Line of Credit and the remainder from operating cash.
CENTREPOINT ASSOCIATES JOINT VENTURE ACQUISITION
On March 21, 1997, Centrepoint Associates (the "Joint Venture"), a partnership
in which the Company owns a 50% interest, acquired a parcel of property
containing 25,000 rentable square feet of buildings ("Talavi III") within an
existing shopping center in Glendale, Arizona. The Joint Venture currently owns
three additional parcels within this existing shopping center: two parcels
containing 85,000 rentable square feet of buildings and a vacant pad parcel for
future development. Talavi III was purchased for $3 million. The Joint Venture
financed this acquisition with borrowings under a $13.5 million line of credit
obtained from Wells Fargo Bank ("Wells Fargo Line"). The Wells Fargo Line is
secured by the new Talavi III acquisition and a 236,000 square foot power center
located in Tempe, Arizona which is owned by the Joint Venture.
As of March 31, 1998, the Joint Venture owned several shopping center properties
located in Glendale and Tempe, Arizona which contain an aggregate of 495,000
square feet of building area and a 40 acre vacant land parcel in Goodyear,
Arizona for future development. The operations of the Joint Venture are
accounted for under the equity method of accounting.
SMITHTOWN VENTURE
In October 1996, the Company acquired an 80% partnership interest in Smithtown
Venture from its affiliate, K&F Development Company. In March 1997, the Company
acquired an additional 10% interest from the minority partner. Smithtown Venture
has substantially completed construction of a 270,000 square foot shopping
center in Long Island, New York. The shopping center commenced partial
operations in mid 1997 and was substantially completed and fully operational as
of March 1998. As of March 31, 1998, Smithtown Venture has incurred $21,065,000
of development costs. The Company's share of construction and development costs
have been funded by borrowings under the Company's Line of Credit and operating
funds to the extent such funds are available.
PRICE/FRY LLC JOINT VENTURE
In February 1997, Price/Baybrook, Ltd. (a wholly-owned subsidiary of the
Company) formed a joint venture with I-10/Fry Road 27, Ltd. and I-10/Park Row
40, Ltd. (the "Outside Partners") to develop an approximately 470,000 square
foot retail power center in Houston, Texas. The joint venture agreement provides
for the Outside Partners to contribute the land with a net fair market value of
$4.225 million and Price/Baybrook, Ltd. to contribute $4.225 million as needed
to fund development costs. After Price/Baybrook, Ltd. has funded its share of
capital, it is anticipated that the joint venture will seek construction
financing to complete the center.
The development is located on 47 acres of land at the intersection of Interstate
10 and Fry Road in the western part of Houston. The Company is the managing
partner with a 50% joint venture interest, and the remaining 50% is owned by the
Outside Partners.
The power center is anchored by Home Depot, which on July 31, 1997 purchased
approximately ten acres from the joint venture for the construction of a 112,000
square foot store and an approximately 20,000 square foot garden center. The
Home Depot construction was completed and the store opened in January 1998. The
joint venture intends to develop the balance of the 470,000 square foot center,
with multiple national value retailers and an entertainment component. It is
anticipated that the balance of the center will be completed in phases over the
next two years. There can be no assurance, however, that the balance of the
center will be completed on schedule. The operations of the joint venture are
accounted for under the equity method of accounting.
PRICE REIT RENAISSANCE PARTNERSHIP
On August 29, 1997, the Company formed a limited partnership (the "Limited
Partnership") with Altamonte Joint Venture ("Altamonte") to acquire the
Renaissance Centre, a 271,000 square foot shopping center in Altamonte Springs
(Orlando), Florida. The Company acquired a 99% interest in the Limited
Partnership for $33.5 million. The Company is the managing General Partner with
a 99% interest and Altamonte, a limited partner holding the remaining 1%
interest.
K & F DEVELOPMENT COMPANY
Effective January 1, 1997, the Company acquired the assets and assumed the
liabilities of its affiliate K & F Development Company (the "Development
Company") and elected certain of the officers of the Development Company to
serve as officers of the Company. The Company acquired the assets pursuant to a
distribution to the Company as owner of 100% of the non-voting preferred stock
of the Development Company.
NOTE 4 - PROPERTY DISPOSITIONS
On July 9, 1997, the Company sold its Cerritos, California property for $17.4
million in a transaction designed to enable the sale to qualify as a tax-
deferred exchange under Section 1031 of the Internal Revenue Code (the "Code").
The Company used the sale proceeds to acquire the Farmington, Connecticut
property on August 28, 1997 and the Minnetonka, Minnesota property on October 8,
1997. The Company realized a gain on the sale of the Cerritos shopping center in
the amount of $3,643,000. This gain was partially offset by an impairment loss
of $856,000 relating to the sale of property in Copiague, New York which closed
on October 22, 1997.
On October 22, 1997, the Company completed the sale of approximately nine acres
of land in its Copiague, New York shopping center for $10.25 million. The land
was sold to Dayton Hudson Corp. which has constructed a 133,000 square foot
Target store within the center. The Company used the sale proceeds to repay
borrowings under its Line of Credit.
NOTE 5 - NOTES PAYABLE
SENIOR NOTES PAYABLE
In November 1995, the Company issued unsecured 7.25% Senior Notes in the
aggregate principal amount of $100 million which are due November 2000. Interest
on the 7.25% Senior Notes is payable semi-annually in arrears on May 1 and
November 1. The notes were priced at an aggregate amount of $99,050,000 and have
an effective interest rate of 7.48%.
In November 1996, the Company issued unsecured 7.50% Senior Notes in the
aggregate principal amount of $55 million which are due November 2006. Interest
on the 7.50% Senior Notes is payable semi-annually in arrears on May 5 and
November 5. The notes were priced at an aggregate amount of $54,870,000 and have
an effective interest rate of 7.53%.
On June 19, 1997, the Company issued unsecured 7.125% Senior Notes in the
aggregate principal amount of $50 million which are due June 15, 2004 pursuant
to its $175 million shelf registration statement. Interest on the 7.125% Senior
Notes is payable semi-annually in arrears on June 15 and December 15. The notes
were priced at an aggregate amount of $49,778,000 and have an effective interest
rate of 7.21%. The Company used the net proceeds to repay indebtedness under the
Line of Credit.
UNSECURED LINE OF CREDIT
On July 1, 1997, the Company amended its $75 million Line of Credit (i) to
modify certain covenants, including the secured and unsecured debt incurrence
restrictions, (ii) to provide the Company with an option, subject to consent of
its lenders and certain other conditions, to increase the availability under the
Line of Credit to $100 million and (iii) to extend the maturity to June 30, 2000
with a Company option, subject to consent of its lenders and certain other
conditions, to extend it one additional year to June 30, 2001.
On February 27, 1998, the Company amended its Line of Credit to increase the
availability under the Line of Credit to $100 million.
The agreement requires the Company to maintain certain minimum net operating
income and net worth levels, as defined, and provides that the Company will not
pay dividends in excess of 95% of its annual net income plus depreciation. The
Company is required to pay a commitment fee of 0.25% per annum of the unused
portion of the Line of Credit.
On December 23, 1997, the Company modified its Line of Credit to reduce the
LIBOR interest rate margin from 1.25% to 1.15%.
The effective rate of interest at March 31, 1998 from the borrowings under the
Line of Credit was 6.8375%. Interest on the outstanding balance of the Line of
Credit is payable periodically, but at least quarterly.
The Company typically funds short-term financing for its acquisition and
development activities through its Line of Credit. On March 4, 1998, the Company
borrowed $4 million to purchase the Nashville, Tennessee property. On March 11,
1998, the Company borrowed $20 million to purchase the Lewisville, Texas
properties. On March 30, 1998, the Company borrowed an additional $6 million to
replenish operating funds. At March 31, 1998, the outstanding balance under the
Line of Credit was $88 million.
NOTE 6 - COMMON STOCK
On January 22, 1997, the Company issued and sold 1,600,000 shares of Common
Stock at a price to the public of $37.625 per share pursuant to its $175 million
shelf registration statement. The Company used the net proceeds of approximately
$57 million for repayment of indebtedness under the Company's Line of Credit, to
fund its property acquisition activities and for general corporate purposes.
On August 11, 1997, the Company issued and sold 1,000,000 shares of Common Stock
at a price to the public of $37.50 per share pursuant to its $175 million shelf
registration statement. The Company used the proceeds of $37.5 million for
repayment of indebtedness under the Company's Line of Credit, to fund its
property acquisition activities and for general corporate purposes.
On September 8, 1997, the Company filed a shelf registration statement on Form
S-3 (File No. 333-35185)(the "1997 Shelf Registration Statement") for up to $400
million of debt securities, preferred stock, common stock and warrants. The 1997
Shelf Registration Statement was declared effective by the Securities and
Exchange Commission on September 24, 1997.
NOTE 7 - NET INCOME PER SHARE
In 1997, the Financial Accounting Standards Board issued Statement No. 128,
"Earnings per Share." Statement 128 replaced the calculation of primary and
fully diluted earnings per share with basic and diluted earnings per share.
Unlike primary earnings per share, basic earnings per share excludes any
dilutive effects of options, warrants and convertible securities. Diluted
earnings per share is very similar to the previous fully diluted earnings per
share. All earnings per share amounts for all periods have been presented, and
where appropriate, restated to conform to the Statement 128 requirements.
Three Months Ended March 31,
1998 1997
---------------------------
(In Thousands)
Weighted average shares
outstanding - basic 11,706 10,297
Effect of dilutive securties:
Employee stock options 230 112
---------------------------
Weighted average shares
outstanding - dilutive 11,936 10,409
===========================
ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
OVERVIEW
The following discussion, which is based on the condensed consolidated financial
statements of the Company, should be read in conjunction with the consolidated
financial statements appearing elsewhere in this report. When used in the
following discussion, the words "believes," "anticipates," "expects" and similar
expressions are intended to identify forward-looking statements. Such statements
are subject to certain risks and uncertainties which could cause actual results
to differ materially from those projected, including, but not limited to, the
actual timing of the Company's planned acquisitions and developments and the
strength of the local economies in the sub-markets in which the Company
operates. Readers are cautioned not to place undue reliance on these forward-
looking statements, which speak only as of the date hereof. The Company
undertakes no obligation to publicly release any revisions to these forward-
looking statements, which may be made to reflect events or circumstances after
the date hereof or to reflect the occurrence of unanticipated events.
RESULTS OF OPERATIONS
The results of operations of the Company for the three months ended March 31,
1998, as compared to the same period for 1997, are significantly different due
to the acquisitions and dispositions of properties discussed below.
On January 16, 1997, the Company acquired Westgate Market, a 134,000 square foot
shopping center in Wichita, Kansas for $9.8 million. The Company financed this
acquisition with borrowings under its Line of Credit.
On March 19, 1997, the Company acquired a shopping center in Garland, Texas for
$4.75 million. The Company financed this acquisition with operating cash.
On March 20, 1997, the Company acquired a shopping center in Richardson, Texas
for $8.5 million. The Company financed this acquisition with operating cash.
On March 28, 1997, the Company acquired a shopping center in Dallas, Texas for
$8.75 million. The Company financed this acquisition with operating cash.
On March 31, 1997, the Company acquired a shopping center in Greensboro, North
Carolina for $4.975 million. The Company financed this acquisition with
operating cash.
On April 1, 1997, the Company acquired Arboretum Crossing (Phase I), a 182,000
square foot shopping center located in Austin, Texas for $23.4 million. The
Company financed this acquisition with borrowings of $14 million under its Line
of Credit and $9.4 million of operating cash.
On May 14, 1997, the Company acquired Smoketown Stations Center, a 483,000
square foot shopping center located in Woodbridge, Virginia for $46.5 million.
The Company financed this acquisition with borrowings under its Line of Credit.
On July 9, 1997, the Company sold its Cerritos, California property for $17.4
million. The Company used the sale proceeds to acquire the Farmington and
Minnetonka properties as replacement properties.
On August 28, 1997, the Company acquired a 185,000 square foot shopping center
in Farmington, Connecticut for $20 million. The acquisition was financed through
the assumption of a $14.7 million non-recourse loan secured by the property and
$5.3 million from proceeds of the tax-deferred exchange from sale of the
Cerritos property.
On August 29, 1997, the Company formed a limited partnership (the "Limited
Partnership") with Altamonte Joint Venture to acquire the Renaissance Centre, a
271,000 square foot shopping center in Altamonte Springs (Orlando), Florida for
$33.5 million. The Company is the managing General Partner with a 99% interest
and Altamonte is a limited partner holding the remaining 1% interest. The
Company's share of the acquisition was financed with borrowings of $13 million
under its Line of Credit and $20.5 million of operating cash.
On October 8, 1997, the Company acquired Ridgedale Festival shopping center, a
120,000 square foot shopping center in Minnetonka (Minneapolis), Minnesota. The
purchase price was $11.9 million. The Company financed this acquisition with the
proceeds from the tax-deferred sale of the Cerritos property.
On October 17, 1997, the Company acquired Cordata Centre, a 174,000 square foot
shopping center located in Bellingham, Washington. The purchase price was $20.25
million. The Company financed the acquisition with borrowings of $18 million
under the Line of Credit and the remainder from operating cash.
On October 31, 1997, the Company acquired a 97,000 square foot shopping center
in Piscataway, New Jersey. The purchase price was $15.1 million. The Company
financed this acquisition by the assumption of a $11.4 million non-recourse loan
secured by the property maturing in August 2000, and the remainder with
borrowings under its Line of Credit.
On December 29, 1997, the Company acquired Woodgrove Festival, a 149,000 square
foot shopping center located in Woodridge, Illinois. The purchase price was
$16.5 million. The Company financed the acquisition with borrowings of $16
million under the Line of Credit and the remainder from operating cash.
On March 4, 1998, the Company acquired Market Place At Rivergate, a 109,000
square foot shopping center located in Nashville, Tennessee. The purchase price
was $8.1 million. The Company financed this acquisition with borrowings of $4
million under its Line of Credit and the remainder from operating cash.
On March 11, 1998, the Company acquired Vista Ridge Plaza, a 122,000 square foot
shopping center and The Shops At Vista Ridge, a 75,000 square foot shopping
center located in Lewisville, Texas. The purchase price for Vista Ridge Plaza
was $12.55 million and purchase price for The Shops at Vista Ridge was $10.95
million. The Company financed these acquisitions with borrowings of $20 million
under its Line of Credit and the remainder from operating cash.
COMPARISON OF THE THREE MONTHS ENDED MARCH 31, 1998 TO THE THREE MONTHS ENDED
MARCH 31, 1997
Rental income increased from $14,108,000 for the quarter ended March 31, 1997 to
$22,649,000 for the same period in 1998. Approximately $8,905,000 of this
increase was attributable to new rental revenue from properties acquired and
developed in the last three quarters of 1997 and during 1998. Another $516,000
of the increase was attributable to rent increase from existing properties.
These increases were offset by a reduction of $921,000 in rental revenue
resulting from the sale of the Cerritos shopping center and the reduction of
rents from certain tenant buildings on the Copiague, New York property which
were demolished to facilitate the land sale to Dayton Hudson.
Equity in earnings of joint ventures reflects the Company's share of earnings
from the Centrepoint Associates and Hayden Plaza joint ventures in which it
holds a 50% general partnership interest. The equity in earnings of joint
ventures decreased from $449,000 for the quarter ended March 31, 1997 to
$424,000 for the same period in 1998. The decrease was attributable to a higher
vacancy rate in Hayden Plaza joint venture in 1998 as compared to the same
period in 1997 due to ongoing redevelopment activity.
Other income decreased from $681,000 for the quarter ended March 31, 1997 to
$164,000 for the same period in 1998. Most of the decrease was attributable to a
decrease of investment income from short term investment of the proceeds from
the sale of the proceeds of the 1997 Stock Offering until such proceeds were
utilized to fund the Company's subsequent acquisition activities.
Rental operating expenses consisting of common area maintenance and real estate
taxes increased from $2,744,000 for the quarter ended March 31, 1997 to
$4,755,000 for the same period in 1998. Approximately $2,405,000 of this
increase was attributable to properties acquired and developed in the last three
quarters of 1997 and during 1998. This increase was offset by a reduction of
operating expenses resulting from the sale of the Cerritos and Copiague shopping
centers. The remainder of the increase was attributable to higher property tax
assessments due to new construction and increased operating expenses of existing
properties.
Depreciation expense increased from $3,139,000 for the quarter ended March 31,
1998 to $4,961,000 for the same period in 1997. Approximately $1,847,000 of this
increase was attributable to the properties acquired and developed in the last
three quarters of 1997 and during 1998. This increase was offset by a reduction
of expense attributable to the sale of the Cerritos shopping center. The
remainder of the increase was attributable to additional depreciation on new
construction on existing properties.
Interest expense increased from $3,025,000 for the quarter ended March 31, 1997
to $5,646,000 for the same period in 1998. This increase was mainly attributable
to the Company's average outstanding indebtedness during the quarter ended March
31, 1998 which was approximately $139 million greater than the average amount of
outstanding indebtedness during the same period in 1997. During 1997, the
Company increased its outstanding indebtedness by assuming loans totaling $26.1
million in conjunction with the Farmington and the Piscataway shopping center
acquisitions. The Company also increased its outstanding indebtedness to fund
new acquisitions and certain ongoing construction and development projects.
Additionally, the Company capitalized interest of $173,000 arising from
construction activities mostly attributable to the Smithtown Venture and
Price/Fry joint ventures as compared to $374,000 for the same period in 1997.
CAPITAL RESOURCES AND LIQUIDITY
The Company's principal sources of funding for the acquisition, development,
expansion and renovation of properties are its Line of Credit, secured notes,
public equity financing, public unsecured debt financing and cash flow from
operations.
The Company elected to be taxed as a REIT under Sections 856 through 860 of the
Internal Revenue Code of 1986, as amended. As a REIT, the Company is subject to
a number of organizational and operational requirements, including a requirement
that the Company must distribute at least 95 percent of its ordinary taxable
income.
The Company believes that its cash flow from operations after interest for 1998
will be sufficient to pay regular quarterly dividends to the shareholders of the
Company based on the total number of outstanding shares of its Common Stock. The
Company declared dividends in the aggregate amount of $8,791,000 during the
three months ended March 31, 1998, of which $383,000 was reinvested into Common
Stock by stockholders pursuant to the Company's dividend reinvestment plan.
The Company typically funds short-term financing for its acquisition and
development activities through the Line of Credit. On March 4, 1998, the Company
borrowed $4 million to purchase the Nashville, Tennessee property. On March 11,
the Company borrowed $20 million to purchase the Lewisville, Texas properties.
On March 30, 1998, the Company borrowed an additional $6 million to replenish
operating funds. At March 31, 1998, the outstanding balance under the Line of
Credit was $88 million.
The Line of Credit agreement requires the Company to maintain certain minimum
net operating income and net worth levels, as defined in the agreement, and
provides that the Company will not pay dividends in excess of 95% of its annual
net income plus depreciation. The Company is required to pay a commitment fee of
0.25% per annum of the unused portion of the Line of Credit.
On February 27, 1998, the Company amended its Line of Credit to increase the
availability under the Line of Credit to $100 million.
On January 22, 1997, the Company issued and sold 1,600,000 shares of Common
Stock at a price to the public of $37.625 per share pursuant to the 1996 Shelf
Registration Statement. The Company used the net proceeds of $57 million for
repayment of indebtedness under the Company's Line of Credit and for general
corporate purposes.
On June 19, 1997, the Company issued unsecured 7.125% Senior Notes in the
aggregate principal amount of $50 million which are due June 15, 2004 pursuant
to the 1996 Shelf Registration Statement. Interest on the 7.125% Senior Notes is
payable semi-annually in arrears on June 15 and December 15. The notes were
priced at an aggregate amount of $49,778,000 and have an effective interest rate
of 7.21%. The Company used the net proceeds to repay indebtedness under the Line
of Credit.
On July 1, 1997, the Company amended its $75 million Line of Credit (i) to
modify certain covenants, including the secured and unsecured debt incurrence
restrictions, (ii) to provide the Company with an option, subject to consent of
its lenders and certain other conditions, to increase the availability under the
Line of Credit to $100 million and (iii) to extend the maturity to June 30, 2000
with a Company option, subject to consent of its lenders and certain other
conditions, to extend it one additional year to June 30, 2001.
On August 11, 1997, the Company issued and sold 1,000,000 shares of Common Stock
at a price to the public of $37.50 per share pursuant to its $175 million shelf
registration statement. The Company used the proceeds of $37.5 million for
repayment of indebtedness under the Company's Line of Credit, to fund its
property acquisition activities and for general corporate purposes.
On September 8, 1997, the Company filed a shelf registration statement on Form
S-3 (File No. 333-35185)(the "1997 Shelf Registration Statement") for up to $400
million of debt securities, preferred stock, common stock and warrants. The 1997
Shelf Registration Statement was declared effective by the Securities and
Exchange Commission on September 24, 1997.
In order to continue to expand and develop its portfolio of properties, the
Company may seek to obtain funds through additional equity offerings or debt
financing. The Company anticipates that its liquidity and capital resources will
be adequate to fund its operating and administrative expenses, continuing debt
service obligations and the payment of distributions in accordance with Company
requirements.
The information in the immediately preceding paragraph is forward-looking and
involves risks and uncertainties that could significantly impact the Company's
expected liquidity requirements in the short and long term. While it is
impossible to itemize the many factors and specific events that could affect the
Company's outlook for its liquidity requirements, such factors would include the
actual timing of the Company's planned development of new centers and expansion
of existing centers; the actual costs associated with such developments; and the
strength of the local economies in the sub-markets in which the Company
operates. Higher than expected costs, delays in development of centers, a
downturn in the local economies and/or the lack of growth of such economies
could reduce the Company's revenues and increase its expenses, resulting in a
greater burden on the Company's liquidity than that which the Company has
described above.
FUNDS FROM OPERATIONS
Most industry analysts and equity REITs, including the Company, consider Funds
from Operations ("FFO") an appropriate supplemental measure of operating
performance of an equity REIT. In general, FFO adjusts the net income for non-
cash charges such as depreciation, certain amortization expenses and most non-
recurring gains or losses. However, FFO does not represent cash provided by
operating activities in accordance with generally accepted accounting principles
and should not be considered an alternative to net income as an indication of
the results of the Company's performance or to cash flows as a measure of
liquidity.
In 1995, the National Association of Real Estate Investment Trusts ("NAREIT")
established new guidelines clarifying its definition of Funds from Operations
and requested that REITs adopt this new definition beginning in 1996.
The Company is including its FFO computation in this report as defined by and in
accordance with the recommendation of the NAREIT.
The following table sets forth the Company's calculation of FFO for the three
months ended March 31, 1998 based on the NAREIT definition. The table also sets
forth the calculation of FFO for the same period in 1997.
(Unaudited)
Three months ended
March 31,
1998 1997
------- -------
(In Thousands)
Net income $ 6,629 $ 5,446
Depreciation 4,961 3,139
Joint ventures FFO adjustment 186 171
------- -------
Funds from Operations $11,776 8,756
======= =======
Weighted average number of shares outstanding
Basic 11,706 10,297
======= =======
Diluted 11,936 10,409
======= =======
Prior to the Company's January 1996 adoption of the new NAREIT definition of
FFO, the Company calculated FFO by adjusting for straight line rent. If such an
adjustment had been made to the calculation of FFO in the above table, FFO would
have been reduced by $812,000 and $525,000 including the deferred rent
adjustments to the joint ventures for the three month periods ended March 31,
1998 and 1997, respectively.
PART II - OTHER INFORMATION
Item 6 - Exhibits and Reports on Form 8-K
- -----------------------------------------
Exhibits
--------
10.1 Real Estate Sale Agreement dated as of December 4, 1997
by and between First Capital Institutional Real Estate,
Ltd.-2, a Florida limipted partnership, and The Price
REIT, Inc. (Nashville property) (Incorporated herein by
reference to Exhibit 10.52 to the Company's annual
report on Form 10-K for the year ended December 31,
1997)
10.2 Purchase and Sale Agreement and Escrow Instructions
dated as of December 17, 1997 by and between Vista
Ridge Plaza, Ltd., a Texas limited partnership, Vista
Ridge Plaza II, Ltd., a Texas limited partnership and
Vista Ridge Shops, In., a Texas corporation, as
Sellers, and The Price/Baybrook, Ltd., a Texas limited
partnership, as Buyer, and Weststar Titel Company, as
Escrow Holder (Lewisville property) (Incorporated
herein by reference to Exhibit 10.53 to the Company's
annual report on Form 10-K for the year ended December
31, 1997)
12.1 Statement Re: Computation of Ratio of Earnings to
Fixed Charges
15.1 Letter Re: Unaudited Interim Financial Information
27.1 Article 5 Financial Data Schedule
Reports on Form 8-K
-------------------
Current Reports on Form 8-K were filed on January 21, 1998 and March 11, 1998,
reporting under Item 5 the Company's agreement and plan of merger (the "Merger
Agreement") with Kimco Realty Corporation and the First Amendment to the Merger
Agreement, respectively. The following exhibits were filed with the January 21
Form 8-K: (a) Agreement and Plan of Merger, dated as of January 13, 1998, among
Kimco Realty Corporation, a Maryland corporation ("Kimco"), REIT Sub, Inc., a
Maryland corporation and wholly-owned subsidiary of Kimco ("REIT Sub"), and The
Price REIT, Inc., a Maryland corporation ("Price REIT"), pursuant to which Price
REIT will merge with and into REIT Sub and (b) the joint press release, dated
January 14, 1998, of Kimco and Price REIT announcing the signing of the Merger
Agreement. The following exhibit was filed with the March 11 8-K: First
Amendment to Agreement and Plan of Merger, dated as of March 5, 1998, among
Kimco, REIT Sub and Price REIT.
SIGNATURES
Pursuant to the requirements 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.
The Price REIT, Inc.
Date: May 15, 1998 /s/ Joseph K. Kornwasser
________________________
Joseph K. Kornwasser
Chief Executive Officer,
President and Director
Date: May 15, 1998 /s/ George M. Jezek
________________________
George M. Jezek
Chief Financial Officer,
Treasurer, Secretary and
Director (Principal Financial
and Chief Accounting Officer)
INDEPENDENT ACCOUNTANTS' REVIEW REPORT
--------------------------------------
The Board of Directors
The Price REIT, Inc.
We have reviewed the accompanying condensed consolidated balance sheet of The
Price REIT, Inc. as of March 31, 1998, and the related condensed consolidated
statements of income and cash flows for the three-month periods ended March 31,
1998 and 1997. These financial statements are the responsibility of the
Company's management.
We conducted our reviews in accordance with standards established by the
American Institute of Certified Public Accountants. A review of interim
financial information consists principally of applying analytical procedures to
financial data, and making inquiries of persons responsible for financial and
accounting matters. It is substantially less in scope than an audit conducted in
accordance with generally accepted auditing standards, which will be performed
for the full year with the objective of expressing an opinion regarding the
financial statements taken as a whole. Accordingly, we do not express such an
opinion.
Based on our reviews, we are not aware of any material modifications that should
be made to the accompanying condensed consolidated financial statements referred
to above for them to be in conformity with generally accepted accounting
principles.
We have previously audited, in accordance with generally accepted auditing
standards, the consolidated balance sheet of The Price REIT, Inc. as of December
31, 1997, and the related consolidated statements of income, stockholders'
equity, and cash flows for the year then ended (not presented herein) and in our
report dated January 16, 1998 (except for Note 11, as to which the date is March
5, 1998), we expressed an unqualified opinion on those consolidated financial
statements. In our opinion, the information set forth in the accompanying
condensed consolidated balance sheet as of December 31, 1997, is fairly stated,
in all material respects, in relation to the consolidated balance sheet from
which it has been derived.
/s/ Ernst & Young LLP
San Diego, California
April 21, 1998
EXHIBIT 12.1 - STATEMENT RE: COMPUTATION OF RATIO OF EARNINGS
TO FIXED CHARGES
For three
months ending Year ended December 31,
March 31, 1998 1997 1996
--------------------------------------------------
Net Income $ 6,629 $26,254 $16,919
Interest 5,661 16,667 11,826
Less interest capitalized
during the period (173) (1,637) (469)
Amortization of deferred
loan fees and discount 158 637 714
--------------------------------------------------
Earnings $12,275 $41,921 $28,990
==================================================
Interest $ 5,661 $16,667 $11,826
Amortization of deferred
loan fees and discount 158 637 714
--------------------------------------------------
Fixed Charges $ 5,819 $17,304 $12,540
==================================================
Ratio of Earnings to
Fixed Charges 2.11 2.42 2.31
==================================================
Year ended December 31,
1995 1994 1993
---------------------------------------------------
Net Income $16,386 $16,904 $ 9,128
Interest 7,070 4,319 4,287
Less interest capitalized
during the period (415) (234) (30)
Amortization of deferred
loan fees and discount 284 152 99
--------------------------------------------------
Earnings $23,325 $21,141 $13,484
==================================================
Interest $ 7,070 $ 4,319 $ 4,287
Amortization of deferred
loan fees and discount 284 152 99
--------------------------------------------------
Fixed Charges $ 7,354 $ 4,471 $ 4,386
==================================================
Ratio of Earnings to
Fixed Charges 3.17 4.73 3.07
==================================================
Exhibit 15.1 Letter Regarding Unaudited Interim Financial Information
May 15, 1998
The Board of Directors
The Price REIT, Inc.
We are aware of the incorporation by reference in the Registration Statements
(Form S-3 No. 33-75547; Form S-8 No. 33-87812; and 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 report dated April 21, 1998 relating to the unaudited
condensed consolidated interim financial statements of The Price REIT, Inc. that
is included in its Form 10-Q for the quarter ended March 31, 1998.
Pursuant to Rule 436(c) of the Securities Act of 1933 our report is not a part
of the registration statement prepared or certified by accountants within the
meaning of Section 7 or 11 of the Securities Act of 1933.
/s/ Ernst & Young LLP
San Diego, California
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