The Price REIT, Inc. Pro Forma Condensed Statement of Income For the Year Ended December 31, 1996 (Unaudited) The following unaudited pro forma condensed statement of income for the year ended December 31, 1996 has been presented as if the Piscataway Towne Center, Cordata Centre and Ridgedale Festival Shopping Center and the 1997 Acquired Properties were acquired on January 1, 1996. The 1997 Acquired Properties include Westgate Market, Broadmoor Village, Richardson Plaza, Cityplace Market, Wendover Ridge Center, Arboretum Crossing Center, Smoketown Stations Center, Renaissance Centre, and West Farms Shopping Center, that were previously presented in the Company's Current Report on Form 8-K dated April 16, 1997 (and Amendment No. 1 thereto), Current Report on Form 8-K dated May 28, 1997 (and Amendment No. 1 thereto) and Current Report on Form 8-K dated September 12, 1997 (and Amendment No.1 thereto) filed with the Securities and Exchange Commission. The unaudited pro forma condensed statement of income should be read in conjunction with the Company's Annual Report on Form 10-K for the year ended December 31, 1996, Current Report on Form 8-K dated April 16, 1997 (and Amendment No. 1 thereto), Current Report on Form 8-K dated May 28, 1997 (and Amendment No. 1 thereto) and Current Report on Form 8-K dated September 12, 1997 (and Amendment No.1 thereto). In management's opinion, all adjustments necessary to reflect the above acquisitions and related significant transactions have been made. The unaudited pro forma condensed statement of income is not necessarily indicative of what actual results of operations would have been had the acquisitions and related transactions actually occurred as of January 1, 1996, nor does it purport to represent the results of operations of the Company for future periods. 16 The Price REIT, Inc. Pro Forma Condensed Statement of Income For the Year Ended December 31, 1996 (Unaudited) Pro Forma Adjustments --------------------------------------- Ridgedale The 1997 Piscataway Festival The Company Acquired Towne Cordata Shopping Company Historical Properties Center Centre Center Pro Forma ------------------------------------------------------------------------------------------- (In thousands, except per share amounts) Revenue Rental income $51,292 $18,039(a) $2,083(a) $2,347(a) $1,895 (a) $ 75,656 Other income 3,033 - - - - 3,033 --------------------------------------------------------------------------------------------- 54,325 18,039 2,083 2,347 1,895 78,689 Expenses Rental operations 9,909 4,032(b) 441(b) 345(b) 621 (b) 15,348 General and administrative 3,550 - - - - 3,550 Depreciation 11,876 4,169(c) 434(c) 590(c) 343 (c) 17,412 Interest 12,071 6,022(d) 1,478(d)(e) 1,368(d) - 20,939 -------------------------------------------------------------------------------------------- 37,406 14,223 2,353 2,303 964 57,249 -------------------------------------------------------------------------------------------- Net Income (loss) $16,919 $ 3,816 $ (270) $ 44 $ 931 $21,440 ============================================================================================ Per Share Data Net income per $ 1.92 share $ 1.98 ======= ====== Weighted average number of shares 11,160(f) outstanding 8,560 ====== ====== Other Data Number of properties at 36 end of period 24 ====== ====== 17 See accompanying pro forma adustments. The Price REIT, Inc. Pro Forma Adjustments to Condensed Statement of Income For the Year Ended December 31, 1996 (Unaudited) (In Thousands) (a) Record the rental income of the 1997 Acquired Properties, Piscataway Towne Center, Cordata Centre and Ridgedale Festival Shopping Center (the"Properties"). (b) Record the rental operating expenses of the Properties less property management fees (as the Company self-manages its properties) as follows: Ridgedale 1997 Piscataway Festival Acquired Towne Cordata Shopping Properties Center Centre Center ---------------------------------------- Rental operations $4,522 $ 515 $ 395 $ 683 Less: management fees (490) (74) (50) (62) ---------------------------------------- $4,032 $ 441 $ 345 $ 621 ======================================== (c) Record the additional depreciation expense to be recognized for the acquisition of the Properties under the straight-line method as follows: 1997 Acquired Piscataway Ridgedale Festival Properties Towne Center Cordata Centre Shopping Center --------------- -------------- --------------- -------------- Years Cost Deprec. Cost Deprec. Cost Deprec. Cost Deprec. ------- ---------------- -------------- ---------------- -------------- Land - $ 50,440 $ - $ 4,832 $ - $ 6,310 $ - $ 3,808 $ - Land improvements 15 10,465 623 906 60 1,230 82 714 48 Buildings 25 99,248 3,546 9,362 374 12,710 508 7,378 295 --------------- -------------- --------------- -------------- $160,153 $ 4,169 $15,100 $ 434 $20,250 $ 590 $11,900 $ 343 ================ =============== ================ =============== (d) Record the additional interest expense resulting from the acquisitions of the 1997 Acquired Properties, Piscataway Towne Center and Cordata Centre with the proceeds from the unsecured line of credit, using the Company's weighted average interest rate on its unsecured line of credit for the year ended December 31, 1996 of 7.6%. (e) Record the additional interest expense resulting from the assumption of the $11,400 million secured loan on the Piscataway Towne Center. The interest rate on the loan is 10.5%. (f) Includes the issuance of 1.6 million shares of common stock sold on January 22, 1997 and the issuance of 1.0 million shares of common stock sold on August 5, 1997. 18 The Price REIT, Inc. Pro Forma Condensed Statement of Income For the Nine Months Ended September 30, 1997 (Unaudited) The following unaudited pro forma condensed statement of income for the nine months ended September 30, 1997 has been presented as if the Piscataway Towne Center, Cordata Centre and Ridgedale Festival Shopping Center and the 1997 Acquired Properties were acquired on January 1, 1997. The 1997 Acquired Properties include Westgate Market, Broadmoor Village, Richardson Plaza, Cityplace Market, Wendover Ridge Center, Arboretum Crossing Center, Smoketown Stations Center, Renaissance Centre and West Farms Shopping Center that were previously presented in the Company's Current Report on Form 8-K dated April 16, 1997 (and Amendment No. 1 thereto), Current Report on Form 8-K dated May 28, 1997 (and Amendment No. 1 thereto) and Current Report on Form 8-K dated September 12, 1997 (and Amendment No. 1 thereto) filed with the Securities and Exchange Commission. The unaudited pro forma condensed statement of income should be read in conjunction with the Company's Quarterly Report on Form 10-Q for the quarterly period ended September 30, 1997, Current Report on Form 8-K dated April 16, 1997 (and Amendment No. 1 thereto), Current Report on Form 8-K dated May 28, 1997 (and Amendment No. 1 thereto) and Current Report on Form 8-K dated September 12, 1997 (and Amendment No. 1 thereto). In management's opinion, all adjustments necessary to reflect the above acquisitions and related significant transactions have been made. The unaudited pro forma condensed statement of income is not necessarily indicative of what actual results of operations would have been had the acquisitions and related transactions actually occurred as of January 1, 1997, nor does it purport to represent the results of operations of the Company for future periods. 19 The Price REIT, Inc. Pro Forma Condensed Statement of Income For the Nine Months Ended September 30, 1997 (Unaudited) Pro Forma Adjustments ----------------------------------------------------------------- Ridgedale The 1997 Piscataway Festival The Company Acquired Towne Cordata Shopping Company Historical Properties Center Centre Center Pro Forma ----------------------------------------------------------------------------------------- (In thousands, except per share amounts) Revenue Rental income $48,450 $8,613(a) $ 1,551(a) $ 1,824(a) $ 1,314(a) $61,752 Other income 5,379 - - - - 5,379 ----------------------------------------------------------------------------------------- 53,829 8,613 1,551 1,824 1,314 67,131 Expenses Rental operations 9,247 1,639(b) 327(b) 260(b) 430 (b) 11,903 General and Administrative 2,815 - - - - 2,815 Depreciation 11,201 1,966(c) 326(c) 443(c) 257 (c) 14,193 Interest 10,667 4,920(d) 1,098(d)(e) 972(d) - 17,657 ----------------------------------------------------------------------------------------- 33,930 8,525 1,751 1,675 687 46,568 ----------------------------------------------------------------------------------------- Net income $19,899 $ 88 $ (200) $ 149 $ 627 $20,563 loss) ========================================================================================= Per Share Data Net income per $ 1.85 share ======= $ 1.76 Weighted average ======= number of shares outstanding 10,742 ====== 11,684(f) Other Data ======= Number of properties at end of period 32 35 ====== ======= See accompanying pro forma adjustments. 20 The Price REIT, Inc. Pro Forma Adjustments to Condensed Statement of Income For the Nine Months Ended September 30, 1997 (Unaudited) (In Thousands) (a) Record the rental income less amount included in the Company historical of the 1997 Acquired Properties, Piscataway Towne Center, Cordata Centre, and Ridgedale Festival Shopping Center (the "Properties"). (b) Record the rental operating expenses of the Properties less property management fees (as the Company self-manages its properties) net of amount included in the Company historical as follows: Ridgedale 1997 Piscataway Festival Acquired Towne Cordata Shopping Properties Center Centre Center --------------------------------------------- Rental operations $1,845 $384 $ 298 $ 474 Less: management fees (206) (57) (38) (44) --------------------------------------------- $1,639 $327 $ 260 $ 430 ============================================= (c) Record the additional depreciation expense to be recognized for the acquisition of the Properties under the straight-line method as follows: 1997 Acquired Piscataway Ridgedale Festival Properties Towne Center Cordata Centre Shopping Center ----------------------------------------------------------------------------------- Years Cost Deprec. Cost Deprec. Cost Deprec. Cost Deprec. -------- ----------------------------------------------------------------------------------- Land - $50,440 $ - $ 4,832 $ - $ 6,310 $ - $ 3,808 $ - Land improvements 15 10,465 523 906 45 1,230 62 714 36 Buildings 25 99,248 2,977 9,362 281 12,710 381 7,378 221 ----------------------------------------------------------------------------------- $160,153 3,500 $15,100 $ 326 $ 20,250 443 $11,900 $ 257 ======== ============================================================= Less amount included in the Company historical (1,534) ------- $1,966 ======= (d) Record the additional interest expense resulting from the acquisitions of the 1997 Acquired Properties, Piscataway Towne Center and Cordata Centre with the proceeds from the unsecured line of credit, using the Company's weighted average interest rate on its unsecured line of credit for the nine months ended September 30, 1997 of 7.2%. 21 The Price REIT, Inc. Pro Forma Adjustments to Condensed Statement of Income (Continued) For the Nine Months Ended September 30, 1997 (Unaudited) (In Thousands) (e) Record the additional interest expense resulting from the assumption of the $11,400 million secured loan on the Piscataway Towne Center. The interest rate on the loan is 10.5%. (f) Includes the issuance of 1.6 million shares of common stock sold on January 22, 1997 and the issuance of 1.0 million shares of common stock sold on August 5, 1997. 22