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| Prime Retail, Inc. Reports Second Quarter 2003 Net Loss of $8.5 Million And Adjusted Funds From Operations of $7.0 Million |
Company Updates Status of Going Concern Issues
BALTIMORE, Aug. 14 /PRNewswire-FirstCall/ -- Prime Retail, Inc.
(OTC Bulletin Board: PMRE, PMREP, PMREO) (the "Company") today announced its
operating results for the second quarter ended June 30, 2003.
FFO Results:
Funds from Operations ("FFO"), a widely accepted measure of REIT
performance, was $6.0 million, or $0.01 per diluted share (after allocations
to preferred shareholders) for the quarter ended June 30, 2003 compared to
$2.3 million, or $(0.08) per diluted share, for the same period in 2002. FFO
was $11.1 million, or $0.00 per diluted share for the six months ended
June 30, 2003 compared to $9.2 million, or $(0.05) per diluted share, for the
same period in 2002. The quarter and six months ended June 30, 2003 FFO
results include $1.0 million and $2.0 million, respectively, of net interest
expense attributable to mortgage indebtedness that was defeased in
December 2002. This net interest expense had no impact on the Company's
operating cash flow during 2003 because such payments were made from
previously established escrows. FFO adjusted ("Adjusted FFO") to exclude the
impact of the net interest expense attributable to the defeased indebtedness
was $7.0 million, or $0.02 per diluted share, for the quarter ended June 30,
2003 and $13.1 million, or $0.03 per diluted share, for the six months ended
June 30, 2003. A reconciliation of the Company's loss from continuing
operations to FFO and Adjusted FFO is presented in the accompanying
supplemental information page in this press release.
The increases in the Company's Adjusted FFO results during the 2003
periods compared to its FFO results for the same periods in 2002 also reflects
(i) interest savings attributable to the repayment of indebtedness, (ii) a
non-recurring charge of $3.0 million in the second quarter of 2002 related to
pending and potential tenant claims with respect to certain lease provisions,
and (iii) reduced bad debt expense. These items were partially offset by (i)
the impact of reduced weighted-average portfolio occupancy during the 2003
periods, (ii) the impact of changes in economic rental rates and (iii) the
loss of net operating income resulting from the dispositions of properties
during 2002, partially offset by interest savings attributable to the
repayment of indebtedness.
GAAP Results:
The Company reports its operating results in accordance with accounting
principles generally accepted in the United States ("GAAP"). Effective
January 1, 2002, the Company adopted Statement of Financial Accounting
Standards ("FAS") No. 144, "Accounting for the Impairment or Disposal of
Long-Lived Assets." In accordance with the requirements of FAS No. 144, the
Company has classified the operating results, including gains and losses
related to dispositions, for certain properties disposed of during 2002 as
discontinued operations in the accompanying Statements of Operations.
However, the operating results for seven properties that were sold into joint
venture partnerships during 2002 have not been classified as discontinued
operations in the accompanying Statements of Operations because the Company
still retains a significant continuing involvement in their operations. Their
operating results are reflected in continuing operations in the accompanying
Statements of Operations through their respective dates of disposition.
The Company's GAAP loss from continuing operations was $8.5 million and
$20.6 million for the quarters ended June 30, 2003 and 2002, respectively.
For the second quarter of 2003, the net loss applicable to common shareholders
was $14.2 million, or $0.33 per share. For the second quarter of 2002, the
net loss applicable to common shareholders was $35.9 million, or $0.82 per
share.
The GAAP results for the second quarter of 2003 include a provision for
asset impairment of $6.6 million, or $0.15 per share. The GAAP results for
the second quarter of 2002 include (i) a net loss on the sale of real estate
of $11.0 million, or $0.25 per share and (ii) the previously discussed non-
recurring charge of $3.0 million, or $0.07 per share. During the second
quarter of 2002, the Company also reported a loss from discontinued operations
of $9.6 million, or $0.22 per share. This loss from discontinued operations
included a (i) gain related to dispositions of $2.2 million and (ii) a
provision for asset impairment of $12.2 million.
The GAAP loss from continuing operations before minority interests was
$10.8 million and $10.2 million for the six months ended June 30, 2003 and
2002, respectively. For the six months ended June 30, 2003, the net loss
applicable to common shareholders was $22.1 million, or $0.51 per common share
on a basic and diluted basis. For the six months ended June 30, 2002, the net
loss applicable to common shareholders was $39.8 million, or $0.91 per common
share on a basic and diluted basis.
The GAAP results for the six months ended June 30, 2003 include a second
quarter provision for asset impairment of $6.6 million, or $0.15 per share.
The GAAP results for the six months ended June 30, 2002 include (i) a net gain
on the sale of real estate of $5.8 million, or $0.13 per share and (ii) the
above noted second quarter non-recurring charge of $3.0 million, or $0.07 per
share. During the six months ended June 30, 2002, the Company also reported a
loss from discontinued operations of $18.3 million, or $0.42 per share. This
loss from discontinued operations included a (i) net loss related to
dispositions of $7.5 million and (ii) a provision for asset impairment of
$12.2 million.
Merchant Sales:
For the three and six months ended June 30, 2003, same-store sales in our
outlet center portfolio increased by 1.2% and decreased by 2.8%, respectively,
compared to the same periods in 2002. "Same-store sales" is defined as the
weighted-average sales per square foot reported by merchants for stores opened
and occupied since January 1, 2002. For the fiscal year ended December 31,
2002, the weighted-average sales per square foot reported by all merchants was
$245.
Going Concern:
The Company's liquidity depends on cash provided by operations and
potential capital raising activities such as funds obtained through
borrowings, particularly refinancing of existing debt, and cash generated
through asset sales. Although the Company believes that estimated cash flows
from operations and potential capital raising activities will be sufficient to
satisfy its scheduled debt service and other obligations and sustain its
operations for the next year, there can be no assurance that it will be
successful in obtaining the required amount of funds for these items or that
the terms of the potential capital raising activities, if they should occur,
will be as favorable as the Company has experienced in prior periods.
During 2003, the Company's first mortgage and expansion loan (the "Mega
Deal Loan") is anticipated to mature with an optional prepayment date on
November 11, 2003. The Mega Deal Loan, which is secured by a 13 property
collateral pool, had an outstanding principal balance of approximately
$262.1 million as of June 30, 2003 and will require a balloon payment of
$260.7 million at the anticipated maturity date. If the Mega Deal Loan is not
satisfied on the optional prepayment date, its interest rate will increase by
5.0% to 12.782% and all excess cash flow from the 13 property collateral pool
will be retained by the lender and applied to principal after payment of
interest. As discussed below, certain restrictions have been placed upon the
Company with respect to refinancing the Mega Deal Loan in the short term. If
the Mega Deal Loan is not refinanced, the loss of cash flow from the
13 property collateral pool would eventually have severe consequences on the
Company's ability to fund its operations.
Based on the Company's discussions with various prospective lenders, it
believes a potential shortfall will likely occur with respect to refinancing
the Mega Deal Loan as the Company does not currently intend to refinance all
of the 13 assets. Nevertheless, the Company believes this shortfall can be
alleviated through potential asset sales and/or other capital raising
activities, including the placement of mezzanine level debt and mortgage debt
on at least one of the assets the Company does not currently plan on
refinancing. The Company cautions that its assumptions are based on current
market conditions and, therefore, are subject to various risks and
uncertainties, including changes in economic conditions which may adversely
impact its ability to refinance the Mega Deal Loan at favorable rates or in a
timely and orderly fashion and which may adversely impact the Company's
ability to consummate various asset sales or other capital raising activities.
As previously announced, on July 8, 2003 an affiliate of The Lightstone
Group, LLC ("Lightstone"), a New Jersey-based real estate company, and the
Company entered into a merger agreement (the "Merger Agreement"). In
connection with the execution of the Merger Agreement, certain restrictions
were placed on the Company with respect to the refinancing of the Mega Deal
Loan. Specifically, the Company is restricted from negotiating or discussing
the refinancing of the properties securing the Mega Deal Loan with any lenders
until September 15, 2003, at which time the Company is only able to enter into
refinancing discussions with certain enumerated lenders. After November 11,
2003, the Company may seek refinancing from other lenders. In addition, the
Company is precluded from closing any loans relating to the Mega Deal Loan
until November 11, 2003. This November 11, 2003 date may be extended until
January 11, 2004, at the election of Lightstone, if Lightstone elects prior to
September 15, 2003 to (i) pay (A) one-half of the additional interest incurred
by the Company between November 11, 2003 and December 31, 2003, and (B) all of
the additional interest incurred by the Company between January 1, 2004 and
January 11, 2004, if so extended, in respect of the Mega Deal Loan and (ii)
loan the Company any shortfall in cash flow that results from the excess cash
flow restrictions (all excess cash flow from the 13 property collateral pool
will be retained by the lender and applied to principal after payment of
interest) under the Mega Deal Loan that become effective on November 11, 2003
and thereafter until the Mega Deal Loan is paid in full.
In addition to the restrictions with respect to the refinancing of the
Mega Deal Loan discussed above, pursuant to the terms of the Merger Agreement,
the Company has also agreed to certain conditions pending the closing of the
proposed transaction. These conditions provide for certain restrictions with
respect to the Company's operating and refinancing activities. These
restrictions could adversely affect the Company's liquidity in addition to its
ability to refinance the Mega Deal Loan in a timely and orderly fashion.
If the Merger Agreement is terminated under certain circumstances, the
Company would be required to make payments to Lightstone ranging from
$3.5 million to $6.0 million which could adversely affect the Company's
liquidity.
In connection with the completion of the sale of six outlet centers (the
"Bridge Properties") in July 2002, the Company guaranteed to FRIT PRT Bridge
Acquisition LLC ("FRIT") (i) a 13% return on its $17.2 million of invested
capital, and (ii) the full return of its invested capital (the "Mandatory
Redemption Obligation") by December 31, 2003. As of June 30, 2003, the
Mandatory Redemption Obligation was approximately $14.9 million.
The Company continues to seek to generate additional liquidity to repay
the Mandatory Redemption Obligation through (i) the sale of FRIT's ownership
interest in the Bridge Properties and/or (ii) the placement of additional
indebtedness on the Bridge Properties. There can be no assurance that the
Company will be able to complete such capital raising activities by
December 31, 2003 or that such capital raising activities, if they should
occur, will generate sufficient proceeds to repay the Mandatory Redemption
Obligation in full. Failure to repay the Mandatory Redemption Obligation by
December 31, 2003 would constitute a default, which would enable FRIT to
exercise its rights with respect to the collateral pledged as security to the
guarantee, including some of the Company's partnership interests in the
13 property collateral pool under the aforementioned Mega Deal Loan. Because
the Mandatory Redemption Obligation is secured by some of the Company's
partnership interests in the 13 property collateral pool under the Mega Deal
Loan, the Company may be required to repay the Mandatory Redemption Obligation
before, or in connection with, the refinancing of the Mega Deal Loan.
Additionally, any change in control with respect to the Company accelerates
the Mandatory Redemption Obligation.
In connection with the execution of the Merger Agreement, Lightstone has
agreed to provide sufficient financing, if necessary, to repay the Mandatory
Redemption Obligation in full at its maturity. The new financing would be at
substantially similar economic terms and conditions as those currently in
place for the Mandatory Redemption Obligation and would have a one-year term.
The Company has fixed rate tax-exempt revenue bonds collateralized by
properties located in Chattanooga, Tennessee (the "Chattanooga Bonds") which
contain (i) certain covenants, including a minimum debt-service coverage ratio
financial covenant (the "Financial Covenant") and (ii) cross-default
provisions with respect to certain of its other credit agreements. Based on
the operations of the collateral properties, the Company was not in compliance
with the Financial Covenant for the quarters ended June 30, September 30 and
December 31, 2002. In the event of non-compliance with the Financial Covenant
or default, the holders of the Chattanooga Bonds (the "Bondholders") had the
ability to put such obligations to the Company at a price equal to par plus
accrued interest. On January 31, 2003, the Company entered into an agreement
(the "Forbearance Agreement") with the Bondholders. The Forbearance Agreement
provides amendments to the underlying loan and other agreements that enable
the Company to be in compliance with various financial covenants, including
the Financial Covenant. So long as the Company continues to comply with the
provisions of the Forbearance Agreement and is not otherwise in default of the
underlying loan and other documents through December 31, 2004, the revised
financial covenants will govern. Additionally, certain quarterly tested
financial covenants and other covenants become effective June 30, 2004.
Pursuant to the terms of the Forbearance Agreement, the Company was required
to fund $1.0 million into an escrow account to be used for conversion of
certain of the retail space in the collateral properties to office space and
agreed that an event of default with respect to the other debt obligations
related to the property would also constitute a default under the Chattanooga
Bonds. The Company funded this required escrow in February 2003. The
outstanding balance of the Chattanooga Bonds was approximately $17.9 million
as of June 30, 2003.
With respect to the Chattanooga Bonds, based on the Company's current
projections, it believes it will not be compliance with certain quarterly
tested financial covenants when they become effective on June 30, 2004 which
would enable the Bondholders to elect to put the Chattanooga Bonds to the
Company at their par amount plus accrued interest. The Company continues to
explore opportunities to (i) obtain alternative financing from other financial
institutions, (ii) sell the properties securing the Chattanooga Bonds and
(iii) explore other possible capital transactions in order to generate cash to
repay the Chattanooga Bonds. There can be no assurance that the Company will
be able to complete any such activity sufficient to repay the amount
outstanding under the Chattanooga Bonds in the event the Bondholders are able
and elect to exercise their put rights.
These conditions raise substantial doubt about the Company's ability to
continue as a going concern.
Prime Retail is a self-administered, self-managed real estate investment
trust engaged in the ownership, leasing, marketing and management of outlet
centers throughout the United States and Puerto Rico. Prime Retail currently
owns and manages 36 outlet centers totaling approximately 10.2 million square
feet of GLA. The Company also owns 154,000 square feet of office space. As
of June 30, 2003, the Company's owned portfolio of properties were 84.8%
occupied. Prime Retail has been an owner, operator and developer of outlet
centers since 1988. For additional information, visit Prime Retail's web site
at http://www.primeretail.com.
Some of the statements contained herein which are not statements of
historical facts are forward-looking statements within the meaning of the
Private Securities Litigation Reform Act of 1995 that reflect management's
current views with respect to future events and financial performance. The
words "believes," "expects," "anticipates," "estimates" and similar words or
expressions are generally intended to identify forward-looking statements.
Actual results may differ materially from those expected because of various
risks and uncertainties, including, but not limited to, changes in general
economic conditions, adverse changes in real estate markets as well as other
risks and uncertainties included from time to time in the Company's filings
with the Securities and Exchange Commission. Prime Retail accepts no
responsibility for updating forward-looking statements.
PRIME RETAIL, INC.
Selected Financial Data (Unaudited)
Amounts in thousands except per share information
Three Months Ended Six Months Ended
June 30, June 30,
STATEMENTS OF OPERATIONS(1) 2003 2002 2003 2002
Revenues
Base rents $18,535 $22,867 $37,528 $47,176
Percentage rents 473 436 1,450 1,756
Tenant reimbursements 11,816 12,723 22,774 25,557
Interest and other 3,705 2,273 7,717 5,133
Total revenues 34,529 38,299 69,469 79,622
Expenses
Property operating 9,751 10,957 19,706 21,168
Real estate taxes 3,086 3,627 6,070 7,293
Depreciation and amortization 7,281 9,214 14,561 19,422
Corporate general and
administrative 3,528 2,877 7,994 6,296
Interest 11,944 16,996 23,800 34,725
Other charges 853 4,266 1,541 6,738
Provision for asset impairment 6,590 - 6,590 -
Total expenses 43,033 47,937 80,262 95,642
Loss before gain (loss) on sale of
real estate (8,504) (9,638) (10,793) (16,020)
Gain (loss) on sale of real estate - (10,991) - 5,802
Loss from continuing operations (8,504) (20,629) (10,793) (10,218)
Discontinued operations, including
gain (loss) of $2,121 and $(7,502)
on dispositions in 2002 periods,
respectively - (9,557) - (18,287)
Net loss (8,504) (30,186) (10,793) (28,505)
Income allocated to preferred
shareholders (5,668) (5,668) (11,336) (11,336)
Net loss applicable to common
shares $(14,172) $(35,854) $(22,129) $(39,841)
Basic and diluted earnings per
common share(2):
Loss from continuing operations $(0.33) $(0.60) $(0.51) $(0.49)
Discontinued operations - (0.22) - (0.42)
Net loss $(0.33) $(0.82) $(0.51) $(0.91)
Weighted-average common shares
outstanding - basic and diluted 43,578 43,578 43,578 43,578
PRIME RETAIL, INC.
Selected Financial Data (Unaudited) -- continued
Amounts in thousands except per share and per unit information
Three Months Ended Six Months Ended
June 30, June 30,
2003 2002 2003 2002
FFO CALCULATION(3)
Income (loss) from continuing
operations $(8,504) $(20,629) $(10,793) $(10,218)
Adjustments:
Loss (gain) on sale of real
estate - 10,991 - (5,802)
Provision for asset impairment 6,590 - 6,590 -
Depreciation and amortization 7,281 9,214 14,561 19,422
Non-real estate depreciation and
amortization (745) (538) (1,277) (1,092)
Unconsolidated joint ventures'
adjustments 1,366 963 2,061 1,746
Discontinued operations - 2,255 - 5,163
FFO per NAREIT Definition 5,988 2,256 11,142 9,219
Defeased debt adjustment(4) 989 - 1,953 -
Adjusted FFO $6,977 $2,256 $13,095 $9,219
FFO PER SHARE SUMMARY
FFO per NAREIT Definition $5,988 $2,256 $11,142 $9,219
Allocations to preferred
shareholders (5,668) (5,668) (11,336) (11,336)
FFO allocation to common shares
outstanding $320 $(3,412) $(194) $(2,117)
FFO per Share:
Basic(5) $0.01 $(0.08) $- $(0.05)
Diluted(6) $0.01 $(0.08) $- $(0.05)
Weighted-Average Shares and Units
Outstanding(6):
Common shares - basic 43,578 43,578 43,578 43,578
Limited partner common units - - - -
Total diluted shares 43,578 43,578 43,578 43,578
Adjusted FFO $6,977 $2,256 $13,095 $9,219
Allocations to preferred
shareholders (5,668) (5,668) (11,336) (11,336)
Adjusted FFO allocation to common
shares outstanding $1,309 $(3,412) $1,759 $(2,117)
Adjusted FFO per Share:
Basic(5) $0.03 $(0.08) $0.04 $(0.05)
Diluted(6) $0.02 $(0.08) $0.03 $(0.05)
Weighted-Average Shares and Units
Outstanding(6):
Common shares - basic 43,578 43,578 43,578 43,578
Limited partner common units 10,811 - 10,811 -
Total diluted shares 54,389 43,578 54,389 43,578
End of Period Shares Outstanding
after Conversion:
Common shares 43,578 43,578
Limited partner common units 10,811 10,811
Series B conversion shares 9,364 9,364
Total shares 63,753 63,753
PRIME RETAIL, INC.
Selected Financial Data (Unaudited) -- continued
Amounts in thousands, except share information
CONSOLIDATED BALANCE SHEET
June 30, 2003 December 31, 2002
Assets
Investment in rental property:
Land $100,246 $101,546
Buildings and improvements 735,505 740,024
Furniture and equipment 13,592 13,292
849,343 854,862
Accumulated depreciation (227,456) (213,604)
621,887 641,258
Cash and cash equivalents 6,008 6,908
Restricted cash 108,102 107,037
Accounts receivable, net 878 3,049
Deferred charges, net 2,857 3,766
Investment in unconsolidated joint ventures 50,947 49,889
Other assets 8,263 6,181
Total assets $798,942 $818,088
Liabilities and Shareholders' Equity
Bonds payable $22,406 $22,495
Notes payable, including $41,570 in
default in 2003 507,263 511,443
Defeased notes payable 74,280 74,764
Accrued interest 4,816 3,984
Real estate taxes payable 5,158 3,484
Accounts payable and other liabilities 36,953 43,059
Total liabilities 650,876 659,229
Minority interests 1,487 1,487
Shareholders' equity:
Shares of preferred stock,
24,315,000 shares authorized:
10.5% Series A Senior Cumulative
Preferred Stock, $0.01 par value
(liquidation preference of $79,386),
2,300,000 shares issued and
outstanding 23 23
8.5% Series B Cumulative Participating
Convertible Preferred Stock, $0.01 par value
(liquidation preference of $256,004),
7,828,125 shares issued and outstanding 78 78
Shares of common stock, 150,000,000
shares authorized:
Common stock, $0.01 par value,
43,577,916 shares issued and outstanding 436 436
Additional paid-in capital 709,373 709,373
Distributions in excess of earnings (563,331) (552,538)
Total shareholders' equity 146,579 157,372
Total liabilities and
shareholders' equity $798,942 $818,088
NOTES TO SELECTED FINANCIAL DATA
(1) Certain prior period financial information has been reclassified to
conform to the current period presentation, which did not have an
impact on the Company's results of operations or financial
condition.
(2) Basic earnings per share ("EPS") is calculated by dividing net
income available to common shareholders by the weighted average
number of common shares outstanding during the period. Diluted EPS
includes the potentially dilutive effect, if any, which would occur
if outstanding (i) options or warrants to purchase Common Stock were
exercised, (ii) Common Units were converted into shares of Common
Stock and (iii) shares of Series B Preferred Stock were converted
into shares of Common Stock. For all periods presented the effect
of all exercises and conversions was anti-dilutive and, therefore,
dilutive EPS is equivalent to basic EPS.
(3) Management believes that in order to facilitate a clear
understanding of the consolidated historical operating results of
the Company, Funds from Operations ("FFO") should be considered in
conjunction with net income (loss) as presented in the statements of
operations included elsewhere herein. Management generally
considers FFO, as defined by the National Association of Real Estate
Investment Trusts ("NAREIT"), to be an appropriate non-GAAP measure
of the performance of an equity real estate investment trust
("REIT") because industry analysts have accepted it as a performance
measure of equity REITs. In 1991, NAREIT adopted its definition of
FFO. This definition was clarified in 1995, 1999 and 2002. FFO is
currently defined by NAREIT as net income or loss (computed in
accordance with GAAP), excluding gains or losses from provisions for
asset impairment and sales of depreciable operating property, plus
depreciation and amortization (other than amortization of deferred
financing costs and depreciation of non-real estate assets) and
after adjustment for unconsolidated partnerships and joint ventures
and discontinued operations. FFO includes non-recurring events,
except for those that are defined as "extraordinary items" in
accordance with GAAP. FFO excludes the earnings impact of
"cumulative effects of accounting changes" as defined by GAAP.
Effective January 1, 2002, FFO related to assets held for sale, sold
or otherwise transferred and included in results of discontinued
operations (in accordance with the requirements of FAS No. 144)
should continue to be included in FFO.
The Company believes that FFO is an important and widely used non-
GAAP measure of the operating performance of REITs, which provides a
relevant basis for comparison to other REITs. Therefore, FFO is
presented to assist investors in analyzing our performance. Our FFO
is not comparable to FFO reported by other REITs that do not define
the term using the current NAREIT definition or that interpret the
current NAREIT definition differently than we do. Therefore, the
Company cautions that the calculation of FFO may vary from entity to
entity and, as such the presentation of FFO by us may not be
comparable to other similarly titled measures of other reporting
companies. The Company believes that to facilitate a clear
understanding of our operating results, FFO should be examined in
conjunction with net income determined in accordance with GAAP. FFO
does not represent cash generated from operating activities in
accordance with GAAP and should not be considered as an alternative
to net income as an indication of our performance or to cash flows
as a measure of liquidity or ability to make distributions.
(4) In December 2002, the Company partially defeased its Mega Deal Loan
in connection with the sale of certain properties. In connection
with the defeasance, an affiliate of the Company purchased US
Treasury Securities, which are maintained in a trustee escrow (the
"Trustee Escrow"). All debt service due under the defeased portion
of the Mega Deal Loan during the first quarter of 2003 was made from
the Trustee Escrow. During the second quarter and six months ended
June 30, 2003, the interest income earned on the Trustee Escrow was
$517 and $1,042, respectively, and the interest expense on the
defeased portion of the Mega Deal Loan was $1,506 and $2,995,
respectively, which are included in our results from continuing
operations in the Company's GAAP earnings. These items had no
impact on our operating cash flow during 2003 because the cash
settlement related to the defeased portion of the Mega Deal Loan
occurred in December 2002 and the payments made in 2003 were from
restricted cash. Accordingly, the Company believes it is
appropriate to adjust for them in its Adjusted FFO calculation.
(5) "FFO per common share outstanding - basic" is equal to after
allocations to Series A and Series B preferred stock and
distributions to Limited Partners, if any, divided by the weighted-
average number of common shares outstanding.
(6) "FFO per common share equivalent - diluted" is equal to FFO after
allocations to Series A and Series B preferred stock divided by the
total of the potentially dilutive effect, if any, of (i) the
weighted-average number of common shares, (ii) the weighted-average
number of common units owned by the Limited Partners, (iii) the
weighted-average number of common shares issuable upon exercise of
stock options or warrants and (iv) the weighted-average number of
common shares issuable upon full conversion of all Series B
Convertible Preferred Stock.
SOURCE Prime Retail, Inc.
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CONTACT:
Investors: Robert A. Brvenik, Chief
Financial Officer, +1-410-234-1750, or Media: Steven A. Sless,
Public Relations, +1-410-234-8333, both of Prime Retail, Inc.
