UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarter ended March 31, 2004
Commission File Number 0-20449
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 |
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incorporation or organization) |
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Identification No.) |
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 36,615,994 shares of common stock, par value $.0004 per share, outstanding at May 4, 2004.
PRICE LEGACY CORPORATION
INDEX TO FORM 10-Q
2
PART I - FINANCIAL INFORMATION
PRICE LEGACY CORPORATION
(in thousands, except share data)
ASSETS
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March 31 |
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December 31 |
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(unaudited) |
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Real estate assets |
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|
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Land and land improvements |
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$ |
415,555 |
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$ |
410,207 |
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Building and improvements |
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680,073 |
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670,050 |
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||
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Construction in progress |
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3,030 |
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582 |
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||
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1,098,658 |
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1,080,839 |
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||
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Property held for sale |
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70,461 |
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70,988 |
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||
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Less accumulated depreciation |
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(59,825 |
) |
(54,836 |
) |
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1,109,294 |
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1,096,991 |
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Investment in unconsolidated real estate joint ventures |
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— |
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4,113 |
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Cash and cash equivalents |
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8,204 |
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7,631 |
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||
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Restricted cash |
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13,214 |
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11,288 |
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Accounts receivable, net of allowance of $1,620 and $1,415 |
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7,545 |
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7,440 |
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||
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Notes receivable |
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10,311 |
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10,311 |
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Deferred rents |
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11,684 |
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11,161 |
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Other assets |
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21,850 |
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21,953 |
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Total assets |
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$ |
1,182,102 |
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$ |
1,170,888 |
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See accompanying notes.
3
LIABILITIES AND STOCKHOLDERS’ EQUITY
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March 31 |
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December 31 |
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(unaudited) |
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Liabilities |
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Mortgages and notes payable |
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$ |
545,895 |
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$ |
483,675 |
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Capital lease payable on property held for sale |
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11,706 |
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11,706 |
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||
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Revolving line of credit |
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18,860 |
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69,100 |
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||
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576,461 |
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564,481 |
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Accounts payable and other liabilities |
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30,425 |
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29,945 |
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Total liabilities |
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606,886 |
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594,426 |
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Commitments and contingencies |
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Minority interests |
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1,608 |
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1,608 |
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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, 6,491,494 and 27,434,166 shares issued and outstanding |
|
94,557 |
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399,615 |
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Series 1 Preferred Stock, cumulative, redeemable, $0.0001 par value, 15,218,506 shares authorized, 2,942,463 shares issued and outstanding at March 31, 2004 |
|
47,227 |
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— |
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Series B Preferred Stock, junior, convertible, redeemable, $0.0001 par value, 27,458,855 shares authorized, 24,125,208 shares issued and outstanding at December 31, 2003 |
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— |
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131,023 |
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||
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Common stock, $0.0004 par value, 106,931,723 shares authorized, 36,283,973 issued and outstanding at March 31, 2004; $0.0001 par value, 94,691,374 shares authorized, 8,690,414 issued and outstanding at December 31, 2003 |
|
15 |
|
3 |
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Additional paid-in capital |
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641,103 |
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176,431 |
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Accumulated other comprehensive loss |
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(2,234 |
) |
(1,479 |
) |
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Retained deficit |
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(207,060 |
) |
(130,739 |
) |
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Total stockholders’ equity |
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573,608 |
|
574,854 |
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Total liabilities and stockholders’ equity |
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$ |
1,182,102 |
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$ |
1,170,888 |
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See accompanying notes.
4
PRICE LEGACY CORPORATION
(unaudited - amounts in thousands, except per share data)
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First
Quarter |
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2004 |
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2003 |
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Rental revenues |
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$ |
31,987 |
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$ |
31,024 |
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Expenses |
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Operating and maintenance |
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5,840 |
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6,008 |
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||
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Property taxes |
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4,041 |
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3,669 |
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Depreciation and amortization |
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5,629 |
|
4,157 |
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General and administrative |
|
1,485 |
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1,984 |
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Total expenses |
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16,995 |
|
15,818 |
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Operating income |
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14,992 |
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15,206 |
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Interest and other |
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Interest expense |
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(6,911 |
) |
(6,467 |
) |
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Interest income |
|
45 |
|
812 |
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Equity in earnings of joint ventures |
|
62 |
|
149 |
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Total interest and other |
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(6,804 |
) |
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