<PAGE> 1
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 1996
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from ______ to ______
Commission file number 1-12560
JP REALTY, INC.
---------------
(Exact name of registrant as specified in its charter)
MARYLAND 87-0515088
- -------------------------------------------------------------------
(State of organization) (I.R.S. Employer
Identification No.)
35 CENTURY PARK-WAY
SALT LAKE CITY, UTAH
84115
- -------------------------------------------------------------------
(Address of Principal Executive Offices)
(Zip Code)
(801) 486-3911
- -------------------------------------------------------------------
(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 [ ]
16,056,156 Shares of Common Stock were outstanding as of August 9,
1996
<PAGE> 2
JP Realty, Inc.
Form 10-Q
INDEX
-----
Part I: Financial Information Page
- ------------------------------ ----
Item 1. Financial Statements 4
Condensed Consolidated Balance Sheets of
JP Realty, Inc. as of June 30, 1996 and
December 31, 1995. 5
Condensed Consolidated Statements of
Operations of JP Realty, Inc. for the Six
Months Ended June 30, 1996 and 1995. 6
Condensed Consolidated Statements of
Operations of JP Realty, Inc. for the Three
Months Ended June 30, 1996 and 1995. 7
Condensed Consolidated Statements of Cash
Flows of JP Realty, Inc. for the Six Months
Ended June 30, 1996 and 1995. 8
Notes to Financial Statements 9 to 10
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations 11 to 12
<PAGE> 3
JP Realty, Inc.
Form 10-Q
INDEX
-----
Part II: Other Information Page
- ---------------------------- ----
Item 1. Legal Proceedings 13
Item 2. Changes in Securities 13
Item 3. Defaults Upon Senior Securities 13
Item 4. Submission of Matters to a Vote of
Security Holders 13
Item 5. Other Information 13
Item 6. Exhibits and Reports on Form 8-K 14
<PAGE> 4
PART I
Item 1. FINANCIAL INFORMATION
---------------------
The information furnished in the accompanying financial statements
listed in the index on page 2 consists only of normal recurring
adjustments which are, in the opinion of management, necessary for
a fair presentation of the aforementioned financial statements for
the interim periods.
The aforementioned financial statements should be read in
conjunction with the notes to the aforementioned financial
statements and Management's Discussion and Analysis of Financial
Condition and Results of Operations.
<PAGE> 5
JP REALTY, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(DOLLARS IN THOUSANDS)
<TABLE>
<CAPTION>
(UNAUDITED)
JUNE 30, DECEMBER 31,
1996 1995
---------- ----------
<S> <C> <C>
ASSETS:
Real Estate Assets, Including
Assets Under Development of $6,125
and $3,694. . . . . . . . . . . . . . . $ 427,762 $ 388,205
Less: Accumulated Depreciation . . . (82,270) (77,462)
----------- ----------
Net Real Estate Assets . . . . . . . 345,492 310,743
Cash. . . . . . . . . . . . . . . . . . 8,108 1,827
Restricted Cash . . . . . . . . . . . . 3,042 2,464
Other Assets. . . . . . . . . . . . . . 11,347 12,027
----------- ----------
$ 367,989 $ 327,061
=========== ==========
LIABILITIES:
Borrowings. . . . . . . . . . . . . . . $ 141,339 $ 106,406
Accounts Payable and Accrued Expenses . 9,109 7,837
Dividends Payable . . . . . . . . . . . 6,720 --
Accumulated Losses in Excess of
Equity Investment . . . . . . . . . . . 1,555 1,555
Other Liabilities . . . . . . . . . . . 672 923
----------- ----------
159,395 116,721
----------- ----------
Minority Interest . . . . . . . . . . . 34,858 34,586
----------- ----------
SHAREHOLDERS' EQUITY:
Common Stock, $.0001 par value,
124,800,000 shares authorized,
15,840,650 shares and 15,835,500
shares issued and outstanding at
June 30, 1996 and December 31,
1995, respectively, . . . . . . . . . 2 2
Price Group Stock, $.0001 par value,
200,000 shares authorized, issued
and outstanding . . . . . . . . . . . -- --
Excess Stock, 75,000,000 shares
authorized. . . . . . . . . . . . . . -- --
Additional Paid-in Capital. . . . . . . 192,752 192,658
Accumulated Dividends in Excess
of Net Income . . . . . . . . . . . . (19,018) (16,906)
----------- ----------
173,736 175,754
----------- ----------
$ 367,989 $ 327,061
=========== ==========
</TABLE>
See accompanying notes to financial statements.
<PAGE> 6
JP REALTY, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
<TABLE>
<CAPTION>
FOR THE SIX MONTHS ENDED JUNE 30,
---------------------------------
1996 1995
---------- ----------
<S> <C> <C>
Revenues:
Minimum Rents. . . . . . . . . . $ 25,389 $ 19,885
Percentage and Overage Rents . . 2,162 1,668
Recoveries from Tenants. . . . . 7,334 4,946
Interest . . . . . . . . . . . . 306 674
Other. . . . . . . . . . . . . . 159 300
---------- ----------
35,350 27,473
---------- ----------
Expenses:
Operating and Maintenance. . . . 5,458 3,697
Real Estate Taxes and Insurance. 3,951 2,779
General and Administrative . . . 2,590 2,450
Depreciation . . . . . . . . . . 4,943 4,213
Amortization of Deferred
Financing Costs. . . . . . . . . 556 616
Amortization of Deferred
Leasing Costs. . . . . . . . . . 363 294
Interest . . . . . . . . . . . . 3,562 3,129
---------- ----------
21,423 17,178
---------- ----------
13,927 10,295
Minority Interest in Income of
Consolidated Partnerships. . . . (146) (178)
Equity in Net (Loss) of Partnership
Investment . . . . . . . . . . . -- (32)
Gain on Sale of Real Estate. . . . 94 --
---------- ----------
Income Before Minority Interest
of PDC Unitholders . . . . . . . 13,875 10,085
Minority Interest of PDC
Unitholders. . . . . . . . . . . (2,549) (2,201)
---------- ----------
Net Income . . . . . . . . . . . . $ 11,326 $ 7,884
========== ==========
Earnings Per Share:
Net Income . . . . . . . . . . . $ .71 $ .60
========== ==========
Weighted Average Number of
Common Shares. . . . . . . . . . 16,037 13,232
========== ==========
</TABLE>
See accompanying notes to financial statements.
<PAGE> 7
JP REALTY, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
<TABLE>
<CAPTION>
FOR THE THREE MONTHS ENDED JUNE 30,
-----------------------------------
1996 1995
---------- ----------
<S> <C> <C>
Revenues:
Minimum Rents. . . . . . . . . . $ 13,185 $ 9,938
Percentage and Overage Rents . . 1,243 852
Recoveries from Tenants. . . . . 3,718 2,622
Interest . . . . . . . . . . . . 183 340
Other. . . . . . . . . . . . . . 79 153
---------- ----------
18,408 13,905
---------- ----------
Expenses:
Operating and Maintenance. . . . 2,868 1,794
Real Estate Taxes and Insurance. 2,046 1,536
General and Administrative . . . 1,253 1,254
Depreciation . . . . . . . . . . 2,565 2,128
Amortization of Deferred
Financing Costs . . . . . . . . 264 370
Amortization of Deferred
Leasing Costs . . . . . . . . . 189 152
Interest . . . . . . . . . . . . 1,989 1,569
---------- ----------
11,174 8,803
---------- ----------
7,234 5,102
Minority Interest in Income of
Consolidated Partnerships. . . . (79) (83)
Equity in Net (Loss) of
Partnership Investment . . . . . -- (25)
Gain on Sale of Real Estate -- --
---------- ----------
Income Before Minority Interest
of PDC Unitholders . . . . . . . 7,155 4,994
Minority Interest of PDC
Unitholders. . . . . . . . . . . (1,314) (1,090)
---------- ----------
Net Income . . . . . . . . . . . . $ 5,841 $ 3,904
========== ==========
Earnings Per Share:
Net Income . . . . . . . . . . . $ .36 $ .30
Weighted Average Number of
Common Shares . . . . . . . . . 16,038 13,232
========== ==========
</TABLE>
See accompanying notes to financial statements.
<PAGE> 8
JP REALTY, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
(DOLLARS IN THOUSANDS)
<TABLE>
<CAPTION>
FOR THE SIX MONTHS ENDED JUNE 30,
---------------------------------
1996 1995
---------- ----------
<S> <C> <C>
NET CASH PROVIDED BY OPERATING
ACTIVITIES:. . . . . . . . . . . $ 20,694 $ 14,858
---------- ----------
CASH FLOWS FROM INVESTING
ACTIVITIES:
Real Estate Assets, Developed or
Acquired, Net of Payables. . . . (39,714) (56,109)
(Increase) Decrease in Restricted
Cash . . . . . . . . . . . . . . (578) 39
---------- ----------
Net Cash (Used in) Investing
Activities . . . . . . . . . (40,292) (56,070)
---------- ----------
CASH FLOWS FROM FINANCING
ACTIVITIES:
Proceeds from Borrowings . . . . . 44,300 47,009
Repayments of Borrowings . . . . . (9,367) (1,129)
Acquisition of Partnership
Interest . . . . . . . . . . . . (705) --
Proceeds from Stock Option
Exercise . . . . . . . . . . . . 87 35
Distributions to Minority
Interests. . . . . . . . . . . . (1,718) (1,628)
Dividends Paid . . . . . . . . . . (6,718) (5,342)
---------- ----------
Net Cash Provided by Financing
Activities. . . . . . . . . . 25,879 38,945
---------- ----------
Net Increase (Decrease) in Cash. . 6,281 (2,267)
Cash, Beginning of Period. . . . . 1,827 15,152
---------- ----------
Cash, End of Period. . . . . . . . $ 8,108 $ 12,885
========== ==========
SUPPLEMENTAL DISCLOSURE OF NON-CASH TRANSACTIONS:
The following non-cash transactions occurred:
Dividends Accrued not Paid . . . . $ 6,720 $ 5,343
</TABLE>
See accompanying notes to financial statements.
<PAGE> 9
JP REALTY, INC.
NOTES TO FINANCIAL STATEMENTS
(UNAUDITED)
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)
1. BUSINESS SUMMARY AND SIGNIFICANT ACCOUNTING POLICIES
BUSINESS
JP Realty, Inc. (the "Company") is primarily engaged in the
business of owning, leasing, managing, operating, developing and
redeveloping malls, community centers and other commercial
properties. The tenant base includes primarily national retail
chains and local retail companies. Consequently, the Company's
credit risk is concentrated in the retail industry. The Company's
properties are owned and controlled by the Company through its
81.6% general partner interest in Price Development Company,
Limited Partnership ("PDC").
EQUITY IN NET LOSS OF PARTNERSHIP INVESTMENT
Beginning January 1996, the Company discontinued picking up
losses from its 30% investment of Silver Lake Mall, as the Company
is not obligated to fund such losses.
2. RELATED PARTY TRANSACTIONS
On January 2, 1996, PDC acquired, for $1.2 million, a 26.25
percent interest in an affiliated limited partnership that owned a
minority interest unitholder position in PDC. In June 1996 that
affiliated limited partnership was liquidated and PDC units were
distributed to its various partners. The 66,099 PDC units,
representing PDC's 26.25 percent partner interest in the affiliate,
were effectively retired and treated as a buy out of a PDC
unitholder's ownership position. This transaction generated a $495
excess cost over book value of the PDC Unitholder's position. This
excess cost over book value is treated as a real estate asset and
depreciated accordingly.
3. BORROWINGS
On January 22, 1996, PDC entered into a $25 million unsecured
credit facility agreement. This credit facility bears interest at
a floating rate equal to 175 basis points over LIBOR, and provides
a two-year credit line with provision for a one-year extension.
The facility also provides for commitment fees equal to .375% on
the unused credit amount. At June 30, 1996 there were no advances
under this agreement.
In January 1996, the Company repaid a $9 million note payable
with borrowings of $10 million against the Company's $50 million
credit facility.
In April, 1996 the Company borrowed an additional $34 million
against the Company's $50 million credit facility to facilitate the
acquisition of the Grand Teton Mall (See Note 4).
4. ACQUISITIONS AND PRO FORMA FINANCIAL INFORMATION
On April 4, 1996 the Company acquired the Grand Teton Mall
located in Idaho Falls, Idaho for a purchase price of $34.4
million. On June 30, 1995, the Company acquired the Eastridge Mall
located in Casper, Wyoming and the Animas Valley Mall located in
Farmington, New Mexico. On August 7, 1995 the Company sold
2,750,000 shares of Common Stock in an underwritten public offering
at an offering price of $20.50 per share. The unaudited pro forma
financial information for the six months ended June 30, 1996 is
presented as if the acquisition of the Grand Teton Mall had
occurred on January 1, 1996. The unaudited pro forma financial
information for the six months ended June 30, 1995 is presented as
if the acquisition of the Eastridge Mall and Animas Valley Mall,
the August 7, 1995 public offering of Common Stock and the
acquisition of the Grand Teton Mall had occurred on January 1,
1995.
<TABLE>
<CAPTION>
FOR THE SIX MONTHS ENDED JUNE 30,
---------------------------------
1996 1995
PRO FORMA PRO FORMA
---------- ----------
<S> <C> <C>
Total Revenues . . . . . . . . . . $ 36,501 $ 34,655
Net Income . . . . . . . . . . . . 10,967 10,581
Earnings Per
Share of Common Stock. . . . . . $ .68 $ .66
</TABLE>
<PAGE> 10
JP REALTY, INC.
NOTES TO FINANCIAL STATEMENTS
(UNAUDITED)
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)
5. SHAREHOLDERS' EQUITY
The following table summarizes shareholders equity since
December 31, 1994:
<TABLE>
<CAPTION>
ACCUMULATED
ADDITIONAL DIVIDENDS
COMMON PAID-IN IN EXCESS OF
SHARES STOCK CAPITAL NET INCOME TOTAL
---------- ------ --------- ---------- --------
<S> <C> <C> <C> <C> <C>
Shareholders' Equity at
December 31, 1994 . . 13,230,500 $ 1 $ 138,795 $ (11,203) $127,593
Stock Option
Compensation. . . . . -- -- 14 -- 14
Issued Shares Common
Stock -
Additional Offering . 2,750,000 1 52,887 -- 52,888
Issued Shares Common
Stock -
Stock Options
Exercised . . . . . . 55,000 -- 962 -- 962
Net Income. . . . . . . -- -- -- 18,178 18,178
Dividends Paid. . . . . -- -- -- (23,881) (23,881)
---------- ------ --------- ---------- --------
Shareholders' Equity at
December 31, 1995 . . . 16,035,500 2 192,658 (16,906) 175,754
Stock Option
Compensation. . . . . -- -- 7 -- 7
Issued Shares Common
Stock - Stock Options
Exercised . . . . . . 5,000 -- 87 -- 87
PDC Units Converted . 150 -- -- -- --
Net Income for the
Period. . . . . . . . -- -- -- 11,326 11,326
Dividends Paid. . . . . -- -- -- (6,718) (6,718)
Dividends Accrued . . . -- -- -- (6,720) (6,720)
---------- ------ --------- ---------- --------
Shareholders' Equity at
June 30, 1996 . . . . 16,040,650 $ 2 $ 192,752 $ (19,018) $173,736
========== ====== ========= ========== ========
</TABLE>
6. SUBSEQUENT EVENT
On July 30, 1996, Spokane Mall Development Company, a
consolidated partnership, of which PDC is the General Partner,
entered into a $50 million construction facility. The construction
facility will be used to fund the development and construction of
the Spokane Valley Mall in Spokane, Washington. The construction
loan has a 3 year term with an optional 2 year extension and is
secured by the Spokane Valley Mall and guaranteed by PDC.
<PAGE> 11
Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
-------------------------------------------------
CONDITION AND RESULTS OF OPERATIONS
------------------------------------
OVERVIEW
The Company completed its initial public offering on January
21, 1994, and conducts all of its business operations through, and
holds an 81.6% controlling general partner interest in, Price
Development Company, Limited Partnership ("PDC").
The Company is a fully integrated, self administered and self-
managed REIT primarily engaged in the ownership, leasing,
management, operation, development, redevelopment and acquisition
of retail properties in the Intermountain Region, as well as in
Oregon, Washington and California. The Company's existing
portfolio consists of 44 properties, including 11 enclosed regional
malls, 24 community centers, three freestanding retail properties
and six mixed-use commercial properties. The Company's financial
condition and results of operations were positively impacted by the
Company's April 1996 acquisition of the Grand Teton Mall, the 1995
acquisition of two regional malls, Eastridge Mall and Animas Valley
Mall, and one community center, Cottonwood Square, as well as its
development activities which added a combined 1,742,524 square feet
of GLA to the retail portfolio and 280,867 square feet of GLA to
the commercial portfolio. The Company also completed an additional
public offering in August 1995, raising approximately $56.4 million
in gross proceeds through the sale of 2,750,000 shares of its
Common Stock.
RESULTS OF OPERATIONS
COMPARISON OF SIX MONTHS ENDED JUNE 30, 1996 TO SIX MONTHS
ENDED JUNE 30, 1995
Total revenues for the six months ended June 30, 1996
increased $7,877 or 29% to $35,350 as compared to $27,473 in 1995.
This increase is primarily attributable to a $5,504 or 27% increase
in minimum rents to $25,389 as compared to $19,885 in 1995.
Additionally, percentage and overage rents increased $494 or 30% to
$2,162 as compared to $1,668 in 1995.
The April 1996 acquisition of the Grand Teton Mall, the June
1995 acquisitions of the Eastridge Mall and the Animas Valley Mall
and the December 1995 acquisition of Cottonwood Square contributed
a combined $4,185 to the minimum rent increase and $400 to the
percentage and overage rent increase.
Recoveries from tenants increased $2,388 or 48% to $7,334 as
compared to $4,946 in 1995. Property operating expenses, including
operating and maintenance and real estate taxes and insurance
increased $1,761 or 48% and $1,172 or 42% respectively. These
increases are mainly due to the 1995 and 1996 property
acquisitions. Recoveries from tenants as a percentage of property
operating expenses were 78% compared to 76% in 1995.
Depreciation increased $730 or 17% to $4,943 as compared to
$4,213 in 1995. This increase is primarily due to the acquisition
of the four properties and the increase in newly developed GLA.
Interest expense increased $433 or 14% to $3,562 as compared
to $3,129 in 1995. This increase resulted from additional
borrowings used to acquire the Grand Teton Mall in April 1996.
COMPARISON OF THREE MONTHS ENDED JUNE 30, 1996 TO THREE MONTHS
ENDED JUNE 30, 1995
Total revenues for the three months ended June 30, 1996
increased $4,503 or 32% to $18,408 as compared to $13,905 in 1995.
This increase is primarily attributable to a $3,247 or 33% increase
in minimum rents to $13,185 as compared to $9,938 in 1995.
Additionally, percentage and overage rents increased $391 or 46% to
$1,243 as compared to $852 in 1995.
The April 1996 acquisition of the Grand Teton Mall, the June
1995 acquisitions of the Eastridge Mall and the Animas Valley Mall
and the December 1995 acquisition of Cottonwood Square contributed
a combined $2,599 to the quarterly minimum rent increase and $269
to the quarterly percentage and overage rent increase.
Recoveries from tenants increased $1,096 or 42% to $3,718 as
compared to $2,622 in 1995. Property operating expenses, including
operating and maintenance and real estate taxes and insurance
increased $1,074 or 60% and $510 or 33% respectively. These
increases are mainly due to the 1995 and 1996 property
acquisitions. Recoveries from tenants as a percentage of property
operating expenses were 76% compared to 79% in 1995.
Depreciation increased $437 or 21% to $2,565 as compared to
$2,128 in 1995. This increase is primarily due to the acquisition
of the four properties and the increase in newly developed GLA.
Interest expense increased $420 or 27% to $1,989 as compared
to $1,569 in 1995. This increase resulted from additional
borrowings used to acquire the Grand Teton Mall in April 1996.
<PAGE> 12
LIQUIDITY AND CAPITAL RESOURCES
The Company's principal uses of its liquidity and capital
resources have historically been for distributions, property
development, expansion and renovation programs and debt repayment.
To maintain its qualification as a REIT under the Internal Revenue
Code of 1986, as amended (the "Code"), the Company is required to
distribute to its shareholders at least 95% of its "Real Estate
Investment Trust Taxable Income", as defined in the Code. During
the quarter ended June 30, 1996, the Company declared a
distribution of $.42 per share payable July 23, 1996, to the
shareholders of record as of July 5, 1996.
On January 22, 1996, the Company obtained an unsecured
revolving credit facility in an amount up to $25 million (the "1996
Credit Facility"). Loans under the 1996 Credit Facility will bear
interest at LIBOR plus 1.75% per annum, and will mature on January
22, 1998. The maturity date may be extended on each anniversary
date, at the Company's request, for an additional one (1) year
period upon meeting certain requirements contained in the loan
agreements. As of June 30, 1996, there were no sums advanced under
this agreement.
In January 1996, the Company borrowed $10 million under a $50
million credit facility, the major portion of which was used to
repay the $9 million mortgage loan on Gateway Crossing in
Bountiful, Utah. In April 1996, the Company borrowed an additional
$34 million under the $50 million credit facility for the purchase
of the Grand Teton Mall in Idaho Falls, Idaho.
The Company's principal source of liquidity is its cash flow
from operations generated from its real estate investments. As of
June 30, 1996, the Company's cash and restricted cash amounted to
approximately $11.2 million. In addition, the unused capacity
under the $50 million credit facility and the 1996 Credit Facility
(the "Credit Facilities") was $31 million at June 30, 1996.
The Company expects to meet its short term cash requirements,
including recurring capital expenditures related to maintenance and
improvement of existing properties, through undistributed funds
from operations, cash balances and advances under the Credit
Facilities. Exclusive of construction and development activities,
capital expenditures (both revenue and non-revenue enhancing) for
the existing properties are budgeted in 1996 to be approximately
$2.4 million.
The Company 's principal long-term liquidity requirements will
be the repayment of principal on the $95 million mortgage debt,
which matures in 2001 and requires principal payments in an amount
necessary to reduce the debt to $83.1 million as of January 21,
2000, and the retirement of outstanding balances under the Credit
Facilities.
An additional long-term liquidity need of the Company is the
construction of the regional mall in Spokane, Washington. On July
30, 1996, the Company entered into a $50 million construction
facility to meet its development and construction needs regarding
the Spokane project. Completion of the project, which is expected
to contain approximately 700,000 square feet of total GLA, is
anticipated to occur in 1997. The Company estimates the total cost
of this project will be approximately $67 million. The difference
between the estimated cost of the project and the construction
facility has already been incurred by the Company in the form of
land, fees and other development costs.
The Company is also planning the development of an enclosed
regional mall in Provo, Utah. The Provo project will also
represent a future long-term liquidity need for the Company. The
Company expects to fund this project through advances under its
Credit Facilities in combination with construction financing. The
availability of financing and the status of other projects will
influence the Company's decision to proceed with, and the pace of,
the proposed Provo project.
The Company is also contemplating the expansion and renovation
of several of its existing properties and additional development
projects and acquisitions as a means to expand its portfolio. The
Company does not expect to generate sufficient funds from
operations to meet such long-term needs and intends to finance
these costs primarily through advances under the Credit Facilities,
together with alternative funding sources.
The Company intends to incur additional borrowings in the
future in a manner consistent with its policy of maintaining a
ratio of debt-to-total market capitalization of less than 50%. The
Company's ratio of debt-to-total market capitalization was
approximately 25.16% at June 30, 1996.
<PAGE> 13
PART II
ITEM 1. LEGAL PROCEEDINGS
-----------------
The Company is not aware of any pending or threatened
litigation at this time that will have a material adverse effect
on the Company or any of its properties.
ITEM 2. CHANGES IN SECURITIES
---------------------
Not applicable.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
-------------------------------
Not applicable.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
---------------------------------------------------
An Annual Meeting of Stockholders was held on May 1, 1996, in
Salt Lake City, Utah. At the Annual Meeting, the stockholders
voted to elect seven directors to serve on the Company's Board
of Directors until the 1997 Annual Meeting of Stockholders and
to ratify the appointment of Price Waterhouse LLP as the
Company's independent auditors for the fiscal year ending
December 31, 1996.
The following votes were cast by the stockholders of the
Company with respect to the election of directors named in the
Proxy statement:
<TABLE>
<CAPTION>
SHARES SHARES SHARES
VOTED VOTED VOTED
FOR AGAINST ABSTAINED
---------- --------- ---------
<S> <C> <C> <C>
Mr. John Price 11,290,550 30,087 0
Mr. G. Rex Frazier 11,290,550 30,087 0
Mr. Warren P. King 11,290,550 30,087 0
Mr. James A. Anderson 11,290,550 30,087 0
Mr. Sam W. Souvall 11,290,550 30,087 0
</TABLE>
In addition, Albert Sussman and Allen P. Martindale were
unanimously elected to serve as directors by the holder of the
Company's 200,000 shares of Price Group Stock.
The following votes were cast by the stockholders with respect
to the resolution to ratify the Board of Director's
appointment of Price Waterhouse LLP as the Company's
independent auditors for the fiscal year ending December 31,
1996.
<TABLE>
<CAPTION>
SHARES SHARES SHARES
VOTED VOTED VOTED
FOR AGAINST ABSTAINED
-------- --------- ---------
<C> <C> <C>
11,076,932 11,085 23,753
</TABLE>
ITEM 5. OTHER INFORMATION
-----------------
Not applicable.
<PAGE> 14
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
--------------------------------
(a) Exhibits
Exhibit
Number Description
------ -----------
3.1 Amended and Restated Articles of
Incorporation the Company (3(a))*
3.2 Amended and Restated Bylaws of the
Company (3(b))*
4.1 Specimen of Common Stock Certificate
(4)*
10.1 Amended and Restated Agreement of
Limited Partnership of Price Development
Company, Limited Partnership (10(a))*
10.2 Agreement of Limited Partnership of
Price Financing Partnership, L.P.
(10(b))*
10.3 Loan Agreements related to Mortgage Debt
and related documents (10(c))*
i) Deed of Trust, Mortgage, Security
Agreement and Assignment of Leases
and Rents of Price Financing
Partnership, L.P.
ii) Intentionally Omitted
iii) Indenture between Price Capital
Corp. and a Trustee
iv) Limited Guarantee Agreement
(Guarantee of Collection) for
outside investors
v) Limited Guarantee Agreement
(Guarantee of Collection) for Price
Group Investors
vi) Cash Collateral Account Security,
Pledge and Assignment Agreement among
Price Financing Partnership, L.P.,
Price Capital Corp. and Continental
Bank N.A.
vii) Note Issuance Agency Agreement
between Price Capital Corp. and
Price Financing Partnership, L.P.
viii) Management and Leasing Agreement
among Price Financing Partnership,
L.P. and Price Development Company,
Limited Partnership
ix) Assignment of Management and Leasing
Agreement of Price Financing
Partnership, L.P.
10.4 Employment and Non-Competition Agreement
between the Company and John Price
(10(d))*
10.5 Indemnification Agreement for Directors
and Officers (10(f))*
10.6 Registration Rights Agreement among the
Company and the Limited Partners of
Price Development Company, Limited
Partnership (10(g))*
10.7 Amendment No. 1 to Registration Rights
Agreement, dated August 1, 1995, among
the Company and the Limited Partners of
Price Development Company, Limited
Partnership**
10.8 Exchange Agreement among the Company and
the Limited Partners of Price Development
Company, Limited Partnership (10(g))*
10.9 1993 Stock Option Plan (10(i))*
10.10 Amendment to Groundlease between Price
Development Company and Alvin Malstrom
as Trustee and C.F. Malstrom, dated
December 31, 1985. (Groundlease for
Plaza 9400) (10(j))*
________________________
*Documents were previously filed with the Registration Statement on
Form S-11, File No. 33-68844, under the exhibit numbered in
parentheticals, and are incorporated herein by reference.
**Documents were previously filed with the Company's Annual Report
of Form 10-K for the year ended December 31, 1995 and are
incorporated herein by reference.
<PAGE> 15
(a) Exhibits
Exhibit
Number Description
------ -----------
10.11 Lease Agreement between The Corporation
of the President of the Church of Jesus
Christ of Latter Day Saints and
Price-James and Assumptions, dated
September 24, 1979. (Groundlease for
Anaheim Plaza) (10(k))*
10.12 Indenture of Lease between Ambrose and
Zelda Motta and Cordova Village, dated
July 26, 1974, and Amendments and
Transfers thereto. (Groundlease for
Fort Union Plaza) (10(l))*
10.13 Lease Agreement between Advance
Management Corporation and Price Rentals,
Inc. and dated August 1, 1975 and
Amendments thereto. (Groundlease for
Price Fremont) (10(m))*
10.14 Groundlease between Aldo Rossi and Price
Development Company, Dated June 1, 1989,
and related documents. (Groundlease for
Halsey Crossing) (10(n))*
10.15 Loan Agreements related to 1995 Credit
Facility **
i) Credit Agreement, dated March 8, 1995,
between Price Development Company,
Limited Partnership and Lexington
Mortgage Company
ii) Note dated March 8, 1995
iii) Guaranty of Payment dated March 8,
1995 between the Company and
Lexington Mortgage Company
iv) Cash Collateral Account Security,
Pledge and Assignment Agreement
dated March 8, 1995 between Price
Development Company, Limited
Partnership, Bank One, Utah, N.A. and
Lexington Mortgage Company
v) Amended and Restated Credit Agreement
dated June 29, 1995 between Price
Development Company, Limited
Partnership, Merrill Lynch Mortgage
Capital, Inc. and Capital Market
Assurance Corporation
vi) Amendment to Cash collateral Account,
Security, Pledge and Assignment
Agreement dated June 29, 1995
vii) Reaffirmation of Guaranty dated June
29, 1995
(b) Reports on Form 8-K
One form 8-K was filed during the current period
- ------------------------------
*Documents were previously filed with the Registration Statement on
Form S-11, File No. 33-68844, under the exhibit numbered in
parentheticals, and are incorporated herein by reference.
**Documents were previously filed with the Company's Annual Report
of Form 10-K for the year ended December 31, 1995 and are
incorporated herein by reference.
<PAGE> 16
SIGNATURES
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.
JP REALTY, INC.
(Registrant
August 9, 1996 /s/ John Price
___________________________ _______________________________
(Date) John Price
CHAIRMAN OF THE BOARD
AND CHIEF EXECUTIVE OFFICER
August 9, 1996 /s/ Paul K. Mendenhall
___________________________ _______________________________
(Date) Paul K. Mendenhall
VICE PRESIDENT--FINANCE AND
SECRETARY (PRINCIPAL FINANCIAL
OFFICER)
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THE SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
JP REALTY, INC. FORM 10-Q FOR THE PERIOD ENDED JUNE 30, 1996 AND IS
QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-END> JUN-30-1996
<CASH> $8,108
<SECURITIES> 0
<RECEIVABLES> 0<F1>
<ALLOWANCES> 0<F1>
<INVENTORY> 0
<CURRENT-ASSETS> 0<F2>
<PP&E> 0<F1>
<DEPRECIATION> 0<F1>
<TOTAL-ASSETS> 367,989
<CURRENT-LIABILITIES> 0<F2>
<BONDS> 0
0
0
<COMMON> 2
<OTHER-SE> 0
<TOTAL-LIABILITY-AND-EQUITY> 367,989
<SALES> 0
<TOTAL-REVENUES> 35,350
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 17,861<F3>
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 3,562
<INCOME-PRETAX> 0
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> $11,326
<EPS-PRIMARY> $.71
<EPS-DILUTED> 0
<FN>
<F1>The Company utilizes a condensed balance sheet format for 10-Q reporting.
Amounts are included in Other Assets.
<F2>The financial statements reflect an unclassified balance sheet due to the
nature of the Company's industry - Real Estate Investment Trust.
<F3>Amount is comprised of $21,423 of expenses less interest expense of $3,562
reflected elsewhere in this Financial Data Schedule.
</FN>
</TABLE>
