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EXHIBIT 99.4
Notes to Pro Forma Combined Financial Statements
1) Proceeds from Property Sales
(In thousands) USE OF PROCEEDS
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NET PROCEEDS MORTGAGE NET PROCEEDS BANK
AFTER COSTS DEBT ASSUMED AFTER DEBT NOTE CREDIT
PROPERTY DATE SOLD AND PRORATIONS OR REPAID ASSUMPTION PAYABLE FACILITY CASH
-------- --------- -------------- --------- ---------- ------- -------- ----
Offices
Beck (a) March 23, 1999 $ 1,772 $ 1,772 $ 1,772
Sutter Buttes(a) April 1, 1999 3,627 3,627 3,627
Apartments (a),(b) May 12, 1999 83,523 $37,520 46,688 15,703 $30,985
Parking Facility
Magic Mile (a) May 17, 1999 1,894 1,894 1,894
Retail
Woodland Commons (a) February 17, 1999 20,789 11,469 9,320 9,320
Northwest properties May 5, 1999 36,075 36,075 2,675 33,400
(a),(c)
Fingerlakes Mall (a) June 1, 1999 2,168 2,168 2,168
Ft. Dodge and Kandi June 10, 1999 21,722 21,722 122 21,600
Malls(a),(d)
Mountaineer Mall (a) July 1, 1999 9,928 3,619 6,309 6,309
Fairgrounds Mall (a) July 28, 1999 24,019 24,019 5,872 $18,147
Southwestern Shopping December 15, 1999 182,606 160,990 21,615 21,615
Malls(e)
(a)Properties were sold during the first seven months of 1999 and the
transactions have been recorded in the September 30, 1999 Combined
Balance Sheet. For purposes of the Pro Forma Combined Statement of
Operations, the transactions are assumed to have occurred on the
first day of each period.
(b)The apartment portfolio, which was sold to one purchaser, consisted
of the following properties: Somerset Lakes in Indianapolis, IN,
Steeplechase and Hunter's Creek, both in Cincinnati, OH, Beechlake in
Durham, NC, Walden Village in Atlanta, GA, Briarwood in Fayetteville,
NC and Windgate Place and Woodfield Gardens, both in Charlotte, NC.
(c)The Northwest Malls, which were sold to one purchaser, consisted of
the following properties: Valley Mall in Yakima, WA, Valley North
Mall in Wenatchee, WA and Mall 205 and Plaza 205, both in Portland,
OR.
(d) Both malls were sold to one purchaser.
(e)The six Southwestern Shopping Malls consist of the following
properties: Alexandria Mall in Alexandria, LA, Brazos Mall in Lake
Jackson, TX, Killeen Mall in Killeen, TX, Mesilla Valley Mall in Las
Cruces, NM, Shawnee Mall in Shawnee, OK and Villa Linda Mall in Santa
Fe, NM. Net proceeds reflect a $5.5 million prepayment penalty for
the Park Plaza Mall in Little Rock, AR, which was not be sold in this
transaction but is cross collateralized with the aforementioned
malls. The Pro Forma Financial Statements also assume that the debt
associated with Park Plaza of approximately $36.8 million was repaid
with net proceeds from the sale of the Southwestern Shopping Malls at
1.25 times the balance outstanding (approximately $46 million). The
amount of the repayment of the Park Plaza debt in excess of the
balance outstanding at September 30, 1999 (approximately $9.2
million) was used to reduce the mortgage balances assumed on the six
Southwestern Shopping Malls. Consequently, the debt assumed by the
purchaser is approximately $161 million. Additionally, approximately
$11.1 million of cash as of September 30, 1999, which is additional
collateral for the mortgages securing these malls, was reclassified
from restricted to unrestricted cash upon the sale.
2) The registrant, in October 1999, obtained a $29.6 million non-recourse
second mortgage on its shopping mall in St. Cloud, MN. The second
mortgage loan bears interest at 15% and matures in 2004 with an
extension permitted by the registrant to 2009. As part of the terms of
the second mortgage loan, the registrant has provided the lender an
option to purchase the property on or before May 2002 for $2.5 million
above the balance of the first and second mortgage loans on the
property.
3) The registrant intends to repay Impark's outstanding bank balance of
approximately $22 million in exchange for common shares of Impark.
Additionally, the registrant intends to contribute $7 million in cash
to Impark and a $6 million investment in a parking facility in exchange
for additional equity in Impark. The $15 million deposit made by the
registrant to secure Impark's credit facility is returned after the
bank facility is repaid.
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Mortgage Debt at September 30, 1999
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Property (In thousands) Six Malls Sold Park Plaza Repaid Total Repaid
-------------- ----------------- ------------
Alexandria $21,075
Brazos 15,465
Killeen 27,807
Mesilla Valley 24,197
Shawnee 11,367
Park Plaza $36,833
Villa Linda 24,248
Required repayment of Park Plaza
Mortgage at 1.25 times
outstanding balance at payoff (9,208) 9,208
-------- ------- --------
$114,951 $46,041 $160,992
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