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| Prime Retail, Inc. Reports Third Quarter 2003 Net Loss of $7.3 Million and Funds From Operations of $3.9 Million |
Company Updates Status of Going Concern Issues
BALTIMORE, Nov. 13 /PRNewswire-FirstCall/ -- Prime Retail, Inc.
(OTC Bulletin Board: PMRE, PMREP, PMREO) (the "Company") today announced its
operating results for the third quarter ended September 30, 2003.
FFO Results:
Funds from Operations ("FFO"), a widely accepted measure of REIT
performance, was $3.9 million, or $(0.04) per diluted common share (after
allocations to preferred shareholders) for the quarter ended September 30,
2003 compared to $(90.3) million, or $(2.20) per diluted common share, for the
same period in 2002. The FFO results for the third quarter of 2003 include
$1.2 million of net interest expense ("Defeased Interest Expense")
attributable to mortgage indebtedness that was defeased in December 2002.
This Defeased Interest Expense had no impact on the Company's operating cash
flow during 2003 because such payments were made from previously established
escrows. The FFO results for the third quarter of 2002 reflect an aggregate
provision for asset impairment of $97.2 million (of which $15.6 million is
included in discontinued operations). Previously, the Company excluded
provisions for asset impairment from its reported FFO computations in
accordance with guidelines established by NAREIT; however, because of recent
guidance issued by the SEC, the Company now includes provisions for asset
impairment in its FFO computations.
Excluding the impact of (i) the Defeased Interest Expense and (ii) the
provision for asset impairment, FFO for the third quarter of 2003 and 2002 was
$5.1 million, or $(0.01) per common diluted share and $6.9 million, or $0.02
per diluted common share, respectively. This decrease in the Company's FFO
results for the third quarter of 2003 compared to its FFO results for the same
period in 2002 is attributable to (i) the impact of reduced weighted-average
portfolio occupancy during the 2003 period, (ii) the impact of changes in
economic rental rates, (iii) legal, financial advisory and proxy costs
aggregating $1.5 million associated with the Company's proposed merger
transaction and (iv) the loss of net operating income resulting from the
disposition of properties primarily during 2002. Partially offsetting these
items were interest savings resulting from the repayment of indebtedness.
FFO was $8.4 million, or $(0.20) per diluted common share for the nine
months ended September 30, 2003 compared to $(93.3) million, or $(2.53) per
diluted common share, for the same period in 2002. The FFO results for the
nine months ended September 30, 2003 include $3.2 million of Defeased Interest
Expense. The FFO results for the nine months ended September 30, 2003 also
reflect a provision for asset impairment of $6.6 million and the FFO results
for the nine months ended September 30, 2002 reflect an aggregate provision
for asset impairment of $109.4 million (of which $27.8 million is included in
discontinued operations).
Excluding the impact of (i) the Defeased Interest Expense and (ii) the
provisions for asset impairment, FFO for the nine months ended September 30,
2003 and 2002 was $18.2 million, or $0.02 per diluted common share, and $16.1
million, or $(0.02) per diluted common share. This increase in the Company's
FFO results for the nine months ended September 30, 2003 compared to its FFO
results for the same period in 2002 is attributable (i) interest savings
resulting from 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 period, (ii) the impact
of changes in economic rental rates, (iii) legal, financial advisory and proxy
costs aggregating $2.6 million associated with the proposed merger transaction
and (iv) the loss of net operating income because of dispositions of
properties primarily during 2002.
GAAP Results:
The Company reports its operating results in accordance with accounting
principles generally accepted in the United States ("GAAP"). The Company's
GAAP loss from continuing operations was $3.7 million and $86.0 million for
the quarters ended September 30, 2003 and 2002, respectively. For the third
quarter of 2003, the net loss applicable to common shareholders was $7.3
million, or $0.17 per share on a basic and diluted basis. For the third
quarter of 2002, the net loss applicable to common shareholders was $89.2
million, or $2.05 per share on a basic and diluted basis.
During the third quarter of 2003, the Company reported income from
discontinued operations of $2.1 million, or $0.05 per share. This income from
discontinued operations included a gain related to dispositions of $2.2
million. The GAAP results from continuing operations for the third quarter of
2002 include a provision for asset impairment of $81.6 million, or $1.87 per
share. During the third quarter of 2002, the Company also reported income
from discontinued operations of $2.5 million, or $0.06 per share. This income
from discontinued operations included (i) a gain related to dispositions of
$17.1 million and (ii) a provision for asset impairment of $15.6 million.
The GAAP loss from continuing operations was $14.0 million and $95.9
million for the nine months ended September 30, 2003 and 2002, respectively.
For the nine months ended September 30, 2003, the net loss applicable to
common shareholders was $29.4 million, or $0.68 per share on a basic and
diluted basis. For the nine months ended September 30, 2002, the net loss
applicable to common shareholders was $129.0 million, or $2.96 per share on a
basic and diluted basis.
The GAAP results from continuing operations for the nine months ended
September 30, 2003 include a second quarter provision for asset impairment of
$6.6 million, or $0.15 per share. During the nine months ended September 30,
2003, the Company also reported income from discontinued operations of $1.5
million, or $0.04 per share. This income from discontinued operations
included a gain related to dispositions of $2.2 million.
The GAAP results from continuing operations for the nine months ended
September 30, 2002 include (i) a third quarter provision for asset impairment
of $81.6 million, or $1.87 per share, (ii) a net gain on the sale of real
estate of $5.8 million, or $0.13 per share and (ii) a second quarter non-
recurring charge (included in other charges) of $3.0 million, or $0.07 per
share, related to pending and potential tenant claims with respect to certain
lease provisions. During the nine months ended September 30, 2002, the
Company also reported income from discontinued operations of $16.1 million, or
$0.37 per share. This income from discontinued operations included (i) a net
gain related to dispositions of $9.6 million and (ii) a provision for asset
impairment of $27.8 million.
Merchant Sales:
For the three and nine months ended September 30, 2003, same-store sales
in our outlet center portfolio increased by 1.4% and decreased by 1.2%,
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.
As of September 30, 2003, the Company's first mortgage and expansion loan
(the "Mega Deal Loan") had an outstanding balance of approximately $261.3
million. The Mega Deal Loan had an optional prepayment date on November 11,
2003 and an outstanding principal balance of approximately $260.7 million on
such date. As discussed below, certain restrictions have been placed on the
Company with respect to refinancing the Mega Deal Loan. The Mega Deal Loan
was not repaid on the optional prepayment date and as a result the interest
rate shall be increased by up to 5.0% to 12.782%. Additionally, commencing on
November 11, 2003 the lender may retain all excess cash flow from the 13
properties which secure the Mega Deal Loan. Any excess cash flow retained by
the lender can be applied to principal after payment of interest. The
aforementioned increase in the Mega Deal Loan's interest rate and the
potential loss of cash flow from the 13 properties could have severe
consequences on the Company's ability to fund its operations.
The Company currently believes a shortfall could occur with respect to
refinancing the Mega Deal Loan because it may be unable to place mortgage
indebtedness at commercially reasonable terms on all of the properties in the
current collateral pool. The Company is actively marketing for sale several
of the collateral properties because their sale could alleviate some or all of
any potential shortfall. The Company also continues to evaluate other capital
raising activities, such as the placement of mezzanine level debt on certain
of the collateral properties. The Company cautions that its assumptions
regarding the refinancing and sale of the collateral properties 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") pursuant to
which the Company would be acquired by such affiliate (the "Merger" or the
"Transaction"). 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 was 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 was permitted to discuss refinancing of the Mega Deal Loan with
certain enumerated lenders. However, the Company is precluded from closing
any loans relating to the refinancing of the Mega Deal Loan until January 11,
2004. Lightstone is obligated 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 with respect to the Mega Deal Loan and
(ii) loan the Company, at a rate of 7% and for a term of not less than one
year, an amount equal to any excess cash flow retained by the lender and
applied to principal under the Mega Deal Loan commencing on November 11, 2003
and through January 11, 2004.
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
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.
The Company would be obligated to pay Lightstone a termination fee of $4.5
million, plus expenses of up to $1.5 million, if the Transaction is not
completed under certain circumstances, including the Company's election to
pursue an alternative transaction. In certain other circumstances in which
the Transaction has not been completed, including the failure to obtain the
requisite stockholder approvals, a termination fee would not be payable but
the Company will be obligated to reimburse Lightstone for its expenses up to
$3.5 million. If the Merger Agreement is terminated under certain conditions,
such payment 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 September 30, 2003, the
Mandatory Redemption Obligation was approximately $14.5 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 properties
which secure the Mega Deal Loan. Because the Mandatory Redemption Obligation
is secured by some of the Company's partnership interests in the 13 properties
which secure 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, in February 2003 the
Company funded $1.0 million into an escrow account to be used for the
potential conversion of certain of the retail space to office space in the
collateral properties 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 outstanding balance of the Chattanooga Bonds
was approximately $17.9 million as of September 30, 2003.
With respect to the Chattanooga Bonds, based on the Company's current
projections, it believes it will not be in 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/or 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 September 30, 2003, the Company's owned portfolio of properties
were 85.3% 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 Nine Months Ended
September 30, September 30,
STATEMENTS OF OPERATIONS(1) 2003 2002 2003 2002
Revenues
Base rents $19,001 $19,622 $55,934 $66,096
Percentage rents 404 834 1,853 2,589
Tenant reimbursements 10,676 11,424 32,921 36,498
Interest and other 2,892 3,664 10,573 8,737
Total revenues 32,973 35,544 101,281 113,920
Expenses
Property operating 8,936 9,927 28,184 30,687
Real estate taxes 2,600 2,999 8,392 10,012
Depreciation and amortization 6,645 8,229 20,948 27,446
Corporate general and
administrative 5,253 3,366 13,247 9,662
Interest 11,700 13,693 34,929 47,831
Other charges 1,556 1,667 2,979 8,372
Provision for asset impairment - 81,619 6,590 81,619
Total expenses 36,690 121,500 115,269 215,629
Loss before gain on sale of real
estate (3,717) (85,956) (13,988) (101,709)
Gain on sale of real estate - - - 5,802
Loss from continuing operations (3,717) (85,956) (13,988) (95,907)
Discontinued operations, including
gains of $2,153 on dispositions
in 2003 periods, respectively,
and gains of $17,121 and $9,619
on dispositions in 2002 periods,
respectively 2,071 2,451 1,549 (16,103)
Net loss (1,646) (83,505) (12,439) (112,010)
Income allocated to preferred
shareholders (5,668) (5,668) (17,004) (17,004)
Net loss applicable to common
shares $(7,314) $(89,173) $(29,443) $(129,014)
Basic and diluted earnings per
common share(2):
Loss from continuing operations $(0.22) $(2.11) $(0.72) $(2.59)
Discontinued operations 0.05 0.06 0.04 (0.37)
Net loss $(0.17) $(2.05) $(0.68) $(2.96)
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 Nine Months Ended
September 30, September 30,
2003 2002 2003 2002
FFO CALCULATION(3)
Loss from continuing operations $(3,717) $(85,956) $(13,988) $(95,907)
Adjustments:
Gain on sale of real estate - - - (5,802)
Depreciation and amortization 6,645 8,229 20,948 27,446
Non-real estate depreciation and
amortization (377) (601) (1,654) (1,693)
Unconsolidated joint ventures'
adjustments 1,414 1,151 3,475 2,897
Discontinued operations (51) (13,109) (315) (20,208)
FFO per NAREIT Definition $3,914 $(90,286) $8,466 $(93,267)
FFO PER SHARE SUMMARY
FFO per NAREIT Definition $3,914 $(90,286) $8,466 $(93,267)
Allocations to preferred
shareholders (5,668) (5,668) (17,004) (17,004)
FFO allocation to common shares
outstanding $(1,754) $(95,954) $(8,538) $(110,271)
FFO per Share:
Basic(4) $(0.04) $(2.20) $(0.20) $(2.53)
Diluted(5) $(0.04) $(2.20) $(0.20) $(2.53)
Weighted-Average Shares and Units
Outstanding(5):
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
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
September 30, 2003 December 31, 2002
Assets
Investment in rental property:
Land $97,893 $101,546
Buildings and improvements 699,161 740,024
Furniture and equipment 11,889 13,292
808,943 854,862
Accumulated depreciation (206,693) (213,604)
602,250 641,258
Cash and cash equivalents 7,362 6,908
Restricted cash 109,866 107,037
Accounts receivable, net 1,093 3,049
Deferred charges, net 2,620 3,766
Investment in unconsolidated joint
ventures 49,286 49,889
Other assets 5,990 6,181
Total assets $778,467 $818,088
Liabilities and Shareholders' Equity
Bonds payable $22,361 $22,495
Notes payable, including $24,919 in
default in 2003 488,597 511,443
Defeased notes payable 74,046 74,764
Accrued interest 4,327 3,984
Real estate taxes payable 5,729 3,484
Accounts payable and other
liabilities 36,987 43,059
Total liabilities 632,047 659,229
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 $80,895),
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
$260,163), 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 (564,977) (552,538)
Total shareholders' equity 144,933 157,372
Total liabilities and
shareholders' equity $778,467 $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.
Previously, the Company excluded provisions for asset impairment from
its reported FFO computations in accordance with guidelines
established by NAREIT; however, because of recent guidance issued by
the Securities and Exchange Commission ("SEC"), the Company now
includes provisions for asset impairment in its FFO computations.
Accordingly, the provision for asset impairment of $6,590 incurred by
the Company in the second quarter of 2003 is included in the FFO
computation for the nine months ended September 30, 2003 and the FFO
for the quarter and nine months ended September 30, 2002 have been
restated to include provisions for asset impairment aggregating
$97,176 (of which $15,557 is included in discontinued operations) and
$109,376 (of which $27,757 is included in discontinued operations),
respectively.
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. The
Company's 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 the Company
does. Therefore, the Company cautions that the calculation of FFO
may vary from entity to entity and, as such the presentation of FFO
by the Company may not be comparable to other similarly titled
measures of other reporting companies. The Company believes that to
facilitate a clear understanding of the Company's 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 the
Company's performance or to cash flows as a measure of liquidity or
ability to make distributions.
(4) "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.
(5) "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
