<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): AUGUST 29, 1997
PRICE ENTERPRISES, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 0-20449 33-0628740
(State or other (Commission (I.R.S. Employer
jurisdiction File Number) Identification No.)
of incorporation)
4649 MORENA BLVD., SAN DIEGO, CA 92117
(Address of principal executive offices, including zip code)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (619) 581-4530
Page 1 of 9
Exhibit Index on Page 4
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This Current Report on Form 8-K/A is filed by Price Enterprises, Inc., a
Delaware corporation ("PEI"), as an amendment to that certain Current Report on
Form 8-K filed by PEI on September 12, 1997.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(b) PRO FORMA FINANCIAL INFORMATION.
Unaudited Pro Forma Condensed Combined Balance Sheet of Price
Enterprises, Inc. as of June 8, 1997 and Unaudited Pro Forma
Condensed Combined Statements of Operations for the Forty Weeks
Ended June 8, 1997 and the Year Ended August 31, 1996.
(c) EXHIBITS.
99.1 Unaudited Pro Forma Condensed Combined Balance Sheet of
Price Enterprises, Inc. as of June 8, 1997 and Unaudited Pro
Forma Condensed Combined Statements of Operations for the
Forty Weeks Ended June 8, 1997 and the Year Ended August 31,
1996.
2
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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 hereunto duly authorized.
Date: October 10, 1997 Price Enterprises, Inc.
By: /s/ JACK MCGRORY
------------------------
Jack McGrory
President and Chief
Executive Officer
3
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EXHIBIT INDEX
EXHIBIT NO. PAGE
- ----------- ----
99.1 Unaudited Pro Forma Condensed Combined Balance Sheet of Price
Enterprises, Inc. as of June 8, 1997 and Unaudited Pro Forma
Condensed Combined Statements of Operations for the Forty
Weeks Ended June 8, 1997 and the Year Ended August 31, 1996.
4
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PRICE ENTERPRISES, INC.
UNAUDITED PRO FORMA FINANCIAL INFORMATION
(in thousands)
The following unaudited pro forma condensed combined balance sheet of Price
Enterprises, Inc. as of June 8, 1997 and unaudited pro forma condensed combined
statements of operations for the forty weeks ended June 8, 1997 and the year
ended August 31, 1996 have been prepared to reflect the results of the
Distribution and the anticipated conversion of Price Enterprises, Inc. to a Real
Estate Investment Trust (REIT). The unaudited pro forma condensed combined
balance sheet has been prepared as if the Distribution occurred on June 8, 1997.
The unaudited pro forma condensed combined statements of operations have been
prepared as if the Distribution occurred on the first day of fiscal 1996. The
unaudited pro forma condensed combined financial information is not necessarily
indicative of the results that actually would have occurred if the Distribution
had been consummated as of June 8, 1997 or at the beginning of fiscal 1996.
<PAGE>
PRICE ENTERPRISES, INC.
UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS
FORTY WEEKS ENDED JUNE 8, 1997
(in thousands, except per share data)
<TABLE>
<CAPTION>
Pro Forma
Historical Adjustments Pro Forma
---------- ----------- ----------
<S> <C> <C> <C>
REVENUES
Real estate $42,726 $ (3,133) (1) $39,593
Gain (loss) on sale of real estate, net 899 (899) (1) -
Merchandise sales 46,239 (46,239) (2) -
Other revenues 4,003 (2,222) (2)
(1,781) (4) -
---------- ----------- ----------
Total revenues 93,867 (54,274) 39,593
OPERATING EXPENSES
Real estate:
Operating, maintenance and administrative
expenses 8,029 (1,703) (1) 6,326
Property taxes 6,228 (861) (1) 5,367
Depreciation and amortization 7,383 (454) (1) 6,929
Merchandising:
Cost of sales 44,109 (44,109) (2) -
Operating expenses 12,330 (12,330) (2) -
General and administrative expenses 2,937 (1,310) (3) 1,627
Provision for asset impairments - - -
---------- ----------- ----------
Total operating expenses 81,016 (60,767) 20,249
---------- ----------- ----------
Operating Income 12,851 6,493 19,344
INTEREST AND OTHER
Interest income, net 6,156 (2,102) (2)
(2,908) (5) 1,146
Gain on sale of investment 782 (782) (6) -
Minority interest (73) 73 (2) -
---------- ----------- ----------
Total interest and other 6,865 (5,719) 1,146
---------- ----------- ----------
Income before provision for income taxes 19,716 774 20,490
Benefit (provision) for income taxes (8,084) 8,084 (7) -
---------- ----------- ----------
Net income $11,632 $ 8,858 $20,490
---------- ----------- ----------
---------- ----------- ----------
Net income per share $0.50 $0.38 $0.88
Average number of shares outstanding 23,321 23,321 23,321
Dividends per share $0.90 $0.90
</TABLE>
(1) To reflect the transfer of real estate operations to PriceSmart (net income
$293), and the effect of properties sold prior to the Distribution (net income
$721).
(2) To reflect the transfer of merchandising operations to PriceSmart as a
result of the Distribution.
(3) To reflect the portion of general and administrative expenses allocated to
PriceSmart for services rendered by PEI.
(4) To eliminate the net results of operations for the auto referral and travel
programs that were transferred to PriceSmart in the Distribution.
(5) To eliminate interest earned on a note receivable that was paid off prior
to the Distribution.
(6) To eliminate the gain on the sale of an investment that was sold prior to
the Distribution.
(7) To reflect the elimination of the income tax provision as if the company
had converted to a REIT.
<PAGE>
PRICE ENTERPRISES, INC.
UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS
YEAR ENDED AUGUST 31, 1996
(in thousands, except per share data)
<TABLE>
<CAPTION>
Pro Forma
Historical Adjustments Pro Forma
---------- ----------- ----------
<S> <C> <C> <C>
REVENUES
Real estate $ 56,221 $ (6,387) (1) $49,834
Gain (loss) on sale of real estate, net 864 (864) (1) -
Merchandise sales 36,211 (36,211) (2) -
Other revenues 2,709 (2,164) (2)
(450) (4) 95
---------- ----------- ----------
Total revenues 96,005 (46,076) 49,929
OPERATING EXPENSES
Real estate:
Operating, maintenance and administrative
expenses 11,667 (3,598) (1) 8,069
Property taxes 8,380 (1,794) (1) 6,586
Depreciation and amortization 10,071 (1,597) (1) 8,474
Merchandising:
Cost of sales 34,644 (34,644) (2) -
Operating expenses 20,294 (20,294) (2) -
General and administrative expenses 4,624 (1,350) (3) 3,274
Provision for asset impairments 17,000 (16,588) (1) 412
---------- ----------- ----------
Total operating expenses 106,680 (79,865) 26,815
---------- ----------- ----------
Operating Income (10,675) 33,789 23,114
INTEREST AND OTHER
Interest income, net 7,442 (3,076) (2)
(4,241) (5) 125
Minority interest 4,587 (4,587) (2) -
---------- ----------- ----------
Total interest and other 12,029 (11,904) 125
---------- ----------- ----------
Income before provision for income taxes 1,354 21,885 23,239
Benefit (provision) for income taxes (1,264) 1,264 (6) -
---------- ----------- ----------
Net income $ 90 $ 23,149 $23,239
---------- ----------- ----------
---------- ----------- ----------
Net income per share $0.00 $1.00 $1.00
Average number of shares outstanding 23,262 23,262 23,262
Dividends per share $0.00 $0.00
</TABLE>
(1) To reflect the transfer of real estate operations to PriceSmart (net loss
$8,359), and the effect of properties sold prior to the Distribution (net loss
$7,967).
(2) To reflect the transfer of merchandising operations to PriceSmart as a
result of the Distribution.
(3) To reflect the portion of general and administrative expenses allocated to
PriceSmart for services rendered by PEI.
(4) To eliminate the net results of operations for the auto referral and travel
programs that were transferred to PriceSmart in the Distribution.
(5) To eliminate interest earned on a note receivable that was paid off prior
to the Distribution.
(6) To reflect the elimination of the income tax provision as if the company
had converted to a REIT.
<PAGE>
PRICE ENTERPRISES, INC.
UNAUDITED PRO FORMA CONDENSED COMBINED BALANCE SHEET
JUNE 8, 1997
(in thousands)
<TABLE>
<CAPTION>
Pro Forma
Historical Adjustments Pro Forma
---------- ----------- ----------
<S> <C> <C> <C>
ASSETS
Current Assets
Cash and cash equivalents $ 82,750 $ (42,750) (1) $ 40,000
Accounts receivable, net 8,972 (7,411) (2)
(32) (4) 1,529
Merchandise inventories 4,179 (4,179) (2) -
Prepaid expenses and other current assets 11,077 (1,392) (2)
(880) (6) 8,805
---------- ----------- ----------
Total current assets 106,978 (56,644) 50,334
Real Estate Assets
Land and land improvements 186,996 (2,250) (2) 184,746
Building and improvements 198,047 (4,277) (2) 193,770
Fixtures and equipment 4,847 (4,549) (2) 298
Construction in progress 821 - 821
---------- ----------- ----------
390,711 (11,076) 379,635
Less accumulated depreciation (42,906) 1,829 (2) (41,077)
---------- ----------- ----------
347,805 (9,247) 338,558
Other Assets
Property held for sale, net 26,186 (27,209) (2)
1,023 (5) -
City notes receivable 24,027 (24,027) (2) -
Atlas and other notes receivable 6,598 (6,598) (2) -
Deferred income taxes 13,410 (19,250) (6)
5,840 (3) -
Deferred rents and leasing costs, net 17,332 (1,023) (5) 16,309
---------- ----------- ----------
87,553 (71,244) 16,309
---------- ----------- ----------
Total Assets $542,336 $(137,135) $405,201
---------- ----------- ----------
---------- ----------- ----------
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities
Accounts payable $ 4,720 $ (5,062) (2)
342 (7) -
Accrued expenses 3,856 (3,625) (2)
(342) (7)
(46) (4) (157)
Other current liabilities 3,884 (2,845) (2)
(196) (4) 843
---------- ----------- ----------
Total current liabilities 12,460 (11,774) 686
Minority Interest 5,450 (5,450) (2) -
Stockholders' Equity
Common stock 2 - 2
Additional paid-in capital 534,890 (119,911) (2) 414,979
Retained earnings (deficit) (10,466) - (10,466)
---------- ----------- ----------
524,426 (119,911) 404,515
---------- ----------- ----------
Total Liabilities and Stockholders' Equity $542,336 $(137,135) $405,201
---------- ----------- ----------
---------- ----------- ----------
</TABLE>
(1) To adjust cash to reflect the amount retained by PEI per the Distribution
agreement.
(2) To reflect the transfer of assets and liabilities to PriceSmart as a result
of the Distribution.
(3) To reflect the elimination of the deferred tax liability as if the company
had converted to a REIT.
(4) To reflect the adjustment for amounts related to assets sold prior to June
8, 1997.
(5) Reflects the reclassification of deferred rents and leasing costs to
property held for sale prior to the Distribution to PriceSmart.
(6) Reflects the transfer of deferred tax assets to PriceSmart.
(7) To reflect the reclassification of certain liabilities prior to the
Distribution to PriceSmart.
