UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q/A
Amendment No. 1
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarter ended September 30, 2001
or
Commission File Number 0-20449
PRICE LEGACY CORPORATION
(Exact name of registrant as specified in its charter)
| Maryland (State or other jurisdiction of incorporation or organization) |
33-0628740 (I.R.S. Employer Identification No.) |
|
17140 Bernardo Center Drive, Suite 300, San Diego, California (Address of principal executive offices) |
92128 (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 /x/ No / /
The registrant had 40,401,323 shares of common stock, par value $.0001 per share, outstanding at November 12, 2001.
This Form 10-Q/A is being filed solely for the purpose of amending Part I, Item 1 in Price Legacy Corporation's Quarterly Report on Form 10-Q for the quarter ended September 30, 2001 to correct the number of Series A preferred shares issued and outstanding at September 30, 2001. As amended, the number of outstanding Series A preferred shares at September 30, 2001 is now stated correctly as 27,269,386 in Price Legacy's consolidated balance sheet.
ITEM 1—FINANCIAL STATEMENTS (UNAUDITED)
PRICE LEGACY CORPORATION
CONSOLIDATED BALANCE SHEETS
(in thousands)
| |
September 30 2001 |
December 31 2000 |
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|---|---|---|---|---|---|---|---|---|---|---|
| |
(unaudited) |
|
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| ASSETS | ||||||||||
| Real estate assets | ||||||||||
| Land and land improvements | $ | 342,285 | $ | 247,470 | ||||||
| Building and improvements | 477,024 | 302,915 | ||||||||
| Fixtures and equipment | 2,571 | 856 | ||||||||
| Construction in progress | 22,240 | 4,436 | ||||||||
| 844,120 | 555,677 | |||||||||
| Less accumulated depreciation | (16,590 | ) | (9,877 | ) | ||||||
| 827,530 | 545,800 | |||||||||
| Investment in real estate joint ventures | 38,530 | 14,515 | ||||||||
| Cash and cash equivalents | 23,122 | 49,996 | ||||||||
| Accounts receivable | 3,128 | 3,032 | ||||||||
| Notes receivable | 53,121 | 38,765 | ||||||||
| Deferred rents | 5,440 | 3,352 | ||||||||
| Other assets | 31,098 | 6,945 | ||||||||
| Total assets | $ | 981,969 | $ | 662,405 | ||||||
| LIABILITIES AND STOCKHOLDERS' EQUITY | ||||||||||
| Liabilities | ||||||||||
| Mortgages and notes payable | $ | 246,866 | $ | 150,709 | ||||||
| Revolving lines of credit | 14,000 | 44,300 | ||||||||
| Convertible debentures and senior notes | 5,095 | — | ||||||||
| Accounts payable and other liabilities | 24,028 | 4,287 | ||||||||
| Total liabilities | 289,989 | 199,296 | ||||||||
| Commitments | ||||||||||
| Minority interests | 595 | — | ||||||||
| Stockholders' equity | ||||||||||
| Series A preferred stock, cumulative, redeemable, $0.0001 par value, 27,849,771 shares authorized, 27,269,386 and 23,868,808 shares issued and outstanding | 399,615 | 353,404 | ||||||||
| Series B preferred stock, cumulative, redeemable, $0.0001 par value, 27,458,855 shares authorized, 19,666,754 and 0 shares issued and outstanding | 106,234 | — | ||||||||
| Common stock, $0.0001 par value, 94,691,374 shares authorized, 40,401,323 and 13,309,006 issued and outstanding | 4 | 1 | ||||||||
| Additional paid-in capital | 190,705 | 112,587 | ||||||||
| Warrants | 3,113 | — | ||||||||
| Retained earnings (deficit) | 1,079 | (2,883 | ) | |||||||
| Notes receivable from officers for common shares | (9,365 | ) | — | |||||||
| Total stockholders' equity | 691,385 | 463,109 | ||||||||
| Total liabilities and stockholders' equity | $ | 981,969 | $ | 662,405 | ||||||
See accompanying notes on Form 10-Q previously filed.
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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 thereunto duly authorized.
| PRICE LEGACY CORPORATION | ||||
| Date: November 14, 2001 | By: | /s/ GARY B. SABIN GARY B. SABIN President and Chief Executive Officer (Principal Executive Officer) |
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| Date: November 14, 2001 | By: | /s/ JAMES Y. NAKAGAWA JAMES Y. NAKAGAWA Chief Financial Officer (Principal Financial and Accounting Officer) |
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