UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
FORM 10-Q
QUARTERLY
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarter ended September 30, 2003
Commission File Number 1-16637
PRICE LEGACY CORPORATION
(Exact name of registrant as specified in its charter)
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Maryland |
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33-0628740 |
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(State or other jurisdiction of |
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(I.R.S. Employer |
17140 Bernardo Center Drive, Suite 300, San Diego, California 92128
(Address of principal executive offices) (Zip Code)
(858) 675-9400
(Registrant’s telephone number, including area code)
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 ý NO o
Indicate by check mark whether the registrant is an accelerated filer (as defined in Exchange Act Rule 12b-2). YES ý NO o
The registrant had 34,732,157 shares of common stock, par value $.0001 per share, outstanding at November 11, 2003.
PRICE LEGACY CORPORATION
INDEX TO FORM 10-Q
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ITEM 2 - MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS |
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ITEM 3 - QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK |
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2
PRICE LEGACY CORPORATION
(amounts in thousands, except share data)
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September 30 |
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December 31 |
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(unaudited) |
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ASSETS |
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Real estate assets |
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Land and land improvements |
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$ |
487,133 |
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$ |
446,331 |
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Building and improvements |
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686,536 |
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659,469 |
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Construction in progress |
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52,440 |
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35,235 |
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1,226,109 |
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1,141,035 |
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Less accumulated depreciation |
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(49,054 |
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(34,617 |
) |
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1,177,055 |
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1,106,418 |
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Investment in unconsolidated real estate joint ventures |
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9,657 |
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26,019 |
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Cash and cash equivalents |
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11,811 |
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11,471 |
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Restricted cash |
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13,036 |
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8,787 |
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Accounts receivable, net of allowance of $1,640 and $1,669 |
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6,598 |
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6,036 |
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Notes receivable |
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20,339 |
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62,788 |
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Interest receivable |
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3,160 |
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16,032 |
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Deferred rents |
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10,595 |
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9,460 |
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Other assets |
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24,827 |
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26,007 |
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Total assets |
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$ |
1,277,078 |
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$ |
1,273,018 |
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LIABILITIES AND STOCKHOLDERS’ EQUITY |
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Liabilities |
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Mortgages and notes payable |
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$ |
495,050 |
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$ |
487,811 |
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Revolving line of credit |
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64,700 |
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60,300 |
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Accounts payable and other liabilities |
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32,899 |
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31,341 |
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Total liabilities |
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592,649 |
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579,452 |
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Commitments |
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Minority interests |
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1,608 |
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595 |
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Stockholders’ equity |
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Series A preferred stock, cumulative, redeemable, $0.0001 par value, 27,849,771 shares authorized, 27,434,166 shares issued and outstanding |
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399,615 |
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399,615 |
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Series B preferred stock, junior, convertible, redeemable, $0.0001 par value, 27,458,855 shares authorized, 19,666,754 shares issued and outstanding |
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106,234 |
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106,234 |
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Common stock, $0.0001 par value, 94,691,374 shares authorized, 36,999,157 and 37,255,748 issued and outstanding |
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4 |
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4 |
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Additional paid-in capital |
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183,942 |
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184,720 |
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Accumulated other comprehensive loss |
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(1,648 |
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(921 |
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Retained (deficit) earnings |
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(5,326 |
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3,319 |
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Total stockholders’ equity |
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682,821 |
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692,971 |
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Total liabilities and stockholders’ equity |
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$ |
1,277,078 |
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$ |
1,273,018 |
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See accompanying notes.
3
PRICE LEGACY CORPORATION
(unaudited - amounts in thousands, except per share data)
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Third
Quarter |
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Year-to-Date |
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2003 |
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2002 |
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2003 |
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2002 |
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Rental revenues |
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$ |
32,193 |
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$ |
29,840 |
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$ |
96,095 |
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$ |
84,698 |
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Expenses |
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Operating and maintenance |
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6,353 |
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5,879 |
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19,256 |
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15,902 |
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Property taxes |
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3,851 |
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3,501 |
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11,475 |
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9,797 |
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Depreciation and amortization |
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5,426 |
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4,453 |
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15,606 |
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12,440 |
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General and administrative |
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5,706 |
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4,357 |
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9,519 |
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8,813 |
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Total expenses |
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21,336 |
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18,190 |
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55,856 |
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46,952 |
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Operating income |
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10,857 |
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11,650 |
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40,239 |
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37,746 |
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Interest and other |
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Interest expense |
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(6,637 |
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(6,157 |
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(19,906 |
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(18,045 |
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Interest income |
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82 |
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1,219 |
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1,006 |
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3,607 |
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Equity in earnings of joint ventures |
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4 |
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318 |
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1,168 |
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632 |
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