<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 March 31, 1998
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 (801) 486-3911
(Address of Principal Executive Offices) (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 No
[X]
17,618,387 Shares of Common Stock were outstanding as of May 14, 1998
<PAGE> 2
JP REALTY, INC.
FORM 10-Q
INDEX
PART I: FINANCIAL INFORMATION PAGE
Item 1. Financial Statements. . . . . . . . . . . . . . . . . . . . . . 3
Condensed Consolidated Balance Sheet as of March 31, 1998
and December 31, 1997. . . . . . . . . . . . . . . . . . . . . 4
Consolidated Statement of Operations for the
Three Months Ended March 31, 1998 and 1997 . . . . . . . . . . 5
Condensed Consolidated Statement of Cash Flows for the
Three Months Ended March 31, 1998 and 1997 . . . . . . . . . . 6
Notes to Financial Statements . . . . . . . . . . . . . . . . . 7
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations . . . . . . . . . . . . . . 9
Item 3. Quantitative and Qualitative Disclosures About Market Risk. . . . . 11
PART II: OTHER INFORMATION
Item 1. Legal Proceedings . . . . . . . . . . . . . . . . . . . . . . . 12
Item 2. Changes in Securities . . . . . . . . . . . . . . . . . . . . . 12
Item 3. Defaults Upon Senior Securities . . . . . . . . . . . . . . . . 12
Item 4. Submission of Matters to a Vote of Security Holders . . . . . . 12
Item 5. Other Information . . . . . . . . . . . . . . . . . . . . . . . 12
Item 6. Exhibits and Reports on Form 8-K. . . . . . . . . . . . . . . . 13
<PAGE> 3
PART I
ITEM 1. FINANCIAL STATEMENTS
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> 4
JP REALTY, INC.
CONDENSED CONSOLIDATED BALANCE SHEET
(DOLLARS IN THOUSANDS)
<TABLE>
<S> <C> <C>
(UNAUDITED)
-----------
March 31, December 31,
1998 1997
----------- ------------
ASSETS
Real Estate Assets, Including Assets Under
Development of $40,634 and $33,665 $ 630,983 $ 619,371
Less: Accumulated Depreciation (101,959) (98,404)
Net Real Estate Assets 529,024 520,967
Cash 6,987 5,603
Restricted Cash 2,341 2,465
Other Assets 18,233 16,649
---------- ----------
$ 556,585 $ 545,684
========== ==========
LIABILITIES AND SHAREHOLDERS' EQUITY
Borrowings $ 286,205 $ 283,390
Accounts Payable and Accrued Expenses 18,398 18,840
Distributions Payable 9,565 --
Other Liabilities 628 617
314,796 302,847
Minority Interest 34,575 34,851
---------- ----------
Commitments and Contingencies
Shareholders' Equity
Common Stock, $.0001 par value, 124,800,000 shares
authorized, 17,417,487 shares and 17,389,827 shares
issued and outstanding at March 31, 1998 and
December 31, 1997, 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 232,631 232,135
Accumulated Distributions in Excess of Net Income (25,419) (24,151)
207,214 207,986
--------- -----------
$ 556,585 $ 545,684
========= ===========
</TABLE>
See accompanying notes to financial statements.
<PAGE> 5
JP REALTY, INC.
CONSOLIDATED STATEMENT OF OPERATIONS
(UNAUDITED)
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
<TABLE>
<CAPTION>
FOR THE THREE MONTHS ENDED MARCH 31,
------------------------------------
<S> <C> <C>
1998 1997
--------- ----------
Revenues:
Minimum Rents $ 17,911 $ 13,207
Percentage and Overage Rents 1,070 1,003
Recoveries from Tenants 5,340 3,878
Interest 89 218
Other 93 69
--------- ---------
24,503 18,375
Expenses: --------- ---------
Operating and Maintenance 4,166 2,735
Real Estate Taxes and Insurance 2,640 1,906
General and Administrative 1,574 1,436
Depreciation 3,646 2,642
Amortization of Deferred Financing Costs 259 254
Amortization of Deferred Leasing Costs 167 171
Interest 3,958 1,676
--------- ---------
16,410 10,820
--------- ---------
8,093 7,555
Minority Interest in Income of Consolidated Partnerships (69) (71)
--------- ---------
Income Before Minority Interest of
Operating Partnership Unitholders 8,024 7,484
Minority Interest of Operating Partnership Unitholders (1,382) (1,270)
--------- ----------
Net Income $ 6,642 $ 6,214
========= ==========
Basic Net Income Per Share $ .38 $ .36
========= ==========
Diluted Net Income Per Share $ .37 $ .36
========= ==========
Basic Weighted Average Number of Common Shares 17,612 17,113
Add: Diluted Effect of Stock Options 146 177
--------- ----------
Diluted Weighted Average Number of Common Shares 17,758 17,290
========= ==========
</TABLE>
See accompanying notes to financial statements.
<PAGE> 6
JP REALTY, INC.
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
(UNAUDITED)
(DOLLARS IN THOUSANDS)
<TABLE>
<CAPTION>
FOR THE THREE MONTHS ENDED MARCH 31,
------------------------------------
<S> <C> <C>
1998 1997
--------- ---------
Net Cash Provided by Operating Activities $ 14,746 $ 11,660
Cash Flows from Investing Activities:
Real Estate Assets, Developed or Acquired, Net of Payables (15,494) (9,717)
(Increase) Decrease in Restricted Cash 124 (22)
--------- ---------
Net Cash Used in Investing Activities (15,370) (9,739)
--------- ---------
Cash Flows from Financing Activities:
Proceeds from Borrowings 101,940 7,977
Repayments of Borrowings (99,125) (44,136)
Net Proceeds from Sale of Common Stock -- 38,632
Proceeds from Stock Option Exercise 492 135
Distributions to Minority Interests (71) (73)
Deferred Financing Costs (1,228) (406)
--------- ---------
Net Cash Provided by Financing Activities 2,008 2,129
--------- ---------
Net Increase in Cash 1,384 4,050
Cash, Beginning of Period 5,603 1,750
--------- ---------
Cash, End of Period $ 6,987 $ 5,800
========= =========
Supplemental Disclosure of Non-Cash Transactions:
The following non-cash transactions occurred:
Distributions Accrued For Shareholders not Paid $ 7,910 $ 7,632
Distributions Accrued For Unitholders not Paid $ 1,655 $ --
</TABLE>
See accompanying notes to financial statements.
<PAGE> 7
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 83% general
partner interest in Price Development Company, Limited Partnership ( the
"Operating Partnership").
2. BORROWINGS
On March 11, 1998 the Operating Partnership issued $100,000 in ten year
senior notes bearing annual interest at a rate of 7.29%. Principle payments
of $25,000 are due annually beginning March 2005. The Operating Partnership
had entered into an interest rate protection agreement in anticipation of
issuing these notes and received $270 as a result of this agreement making the
effective rate of interest on these notes at 7.24%. Proceeds from the notes
were used to partially repay outstanding borrowings under the Operating
Partnership's $200,000 unsecured credit facility.
On March 16, 1998 the Operating Partnership entered into a $10,000
unsecured credit facility. The credit facility will be used for general
business and cash management purposes.
On July 30, 1996, Spokane Mall Development Company, a consolidated
partnership, of which the Operating Partnership is the General Partner, entered
into a $50,000 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 the
Operating Partnership. As of March 31, 1998, borrowings on the loan were
$44,948.
The Operating Partnership borrowed $9,000 on April 21, 1998 from its
$200,000 unsecured credit facility to fund construction projects.
3. PRO FORMA FINANCIAL INFORMATION
The following unaudited proforma summary financial information for the
three months ended March 31, 1998 and 1997, is presented as if the acquisitions
of Silver Lake Mall, Visalia Mall, Salem Center and the additional common stock
offering on January 22, 1997, had been consummated as of January 1, 1997.
<TABLE>
<CAPTION>
FOR THE THREE MONTHS ENDED MARCH 31,
------------------------------------
<S> <C> <C>
1998 1997
-------- ---------
Revenues $ 24,503 $ 21,262
Net Income 6,642 6,298
Basic Net Income Per Share .38 .36
Diluted Net Income Per Share .37 .35
</TABLE>
<PAGE> 8
JP REALTY, INC.
NOTES TO FINANCIAL STATEMENTS
(UNAUDITED)
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)
3. PRO FORMA FINANCIAL INFORMATION (UNAUDITED) (CONTINUED)
The proforma financial information summarized above is presented for
information purposes only and may not be indicative of what actual results of
operations would have been had the acquisitions and offering been completed as
of the beginning of the periods presented, nor does it purport to represent the
results of operations for future periods.
4. SHAREHOLDERS' EQUITY
The following table summarizes changes in shareholders' equity since
December 31, 1997:
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C>
ACCUMULATED
ADDITIONAL DIVIDENDS IN
COMMON PAID-IN EXCESS OF
SHARES* STOCK CAPITAL NET INCOME TOTAL
----------- ------- -------- ----------- ---------
Shareholders' Equity at
December 31, 1997. . . . . . . 17,589,827 $ 2 $ 232,135 $ (24,151) $ 207,986
Stock Option Compensation -- -- 3 -- 3
Issued Shares Common Stock -
Stock Options Exercised . . . 27,535 -- 492 -- 492
Partnership Units Converted . 125 -- 1 -- 1
Net Income for the Period -- -- -- 6,642 6,642
Distributions Accrued . . . . . -- -- -- (7,910) (7,910)
----------- ------- --------- ---------- ---------
Shareholders' Equity at
March 31, 1998. . . . . . . . . 17,617,487 $ 2 $ 232,631 $ (25,419) $ 207,214
=========== ======= ========= ========== =========
</TABLE>
* Includes Price Group Stock
<PAGE> 9
JP REALTY, INC.
NOTES TO FINANCIAL STATEMENTS
(UNAUDITED)
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)
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 its 83% controlling general
partner interest in, Price Development Company, Limited Partnership (the
"Operating Partnership").
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 48 properties, including 15 enclosed
regional malls, 25 community centers, two freestanding retail properties and
six mixed-use commercial properties. The Company's financial condition and
results of operations were positively impacted by the Operating Partnership's
December 1997 acquisition of Salem Center and the June 1997 acquisitions of the
Silver Lake Mall and Visalia Mall, as well as its development activities which
added a combined 840,000 square feet of gross leasable area to the retail
portfolio. The Company also completed an additional public offering in January
1997, raising approximately $40.7 million in gross proceeds through the sale of
1,500,000 shares of its Common Stock.
RESULTS OF OPERATIONS
COMPARISON OF THREE MONTHS ENDED MARCH 31, 1998 TO THREE MONTHS ENDED MARCH
31, 1997 (DOLLARS IN THOUSANDS)
Total revenues for the three months ended March 31, 1998 increased $6,128
or 33% to $24,503 as compared to $18,375 in 1997. This increase is primarily
attributable to a $4,704 or 36% increase in minimum rents to $17,911 as
compared to $13,207 in 1997. Additionally, percentage and overage rents
increased $67 or 7% to $1,070 as compared to $1,003 in 1997.
The June acquisitions of the Silver Lake Mall and Visalia Mall as well as
the December acquisition of Salem Center, contributed $4,235 to the minimum
rent increase and $143 to the percentage and overage rent increase.
Recoveries from tenants increased $1,462 or 38% to $5,340 as compared to
$3,878 in 1997. Property operating expenses, including operating and
maintenance and real estate taxes and insurance increased $1,431 or 52% and
$734 or 39% respectively. The acquisitions of Silver Lake Mall, Visalia Mall
and Salem Center contributed $1,060 to recoveries from tenants, $839 to
property operating expenses, including operating and maintenance and $349 to
real estate taxes and insurance. Recoveries from tenants as a percentage of
property operating expenses were 78% compared to 84% in 1997.
Depreciation and amortization increased $1,005 or 33% to $4,072 as
compared to $3,067 in 1997. This increase is primarily due to the acquisitions
and the increase in newly developed GLA.
Interest expense increased $2,282 or 136% to $3,958 as compared to $1,676
in 1997. This increase resulted from additional borrowings used to acquire
Silver Lake Mall, Visalia Mall, Salem Center and newly constructed GLA.
<PAGE> 10
JP REALTY, INC.
NOTES TO FINANCIAL STATEMENTS
(UNAUDITED)
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)
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 March 31, 1998 the Company declared a distribution of $.45 per
share payable April 21, 1998 to the shareholders of record as of April 3, 1998.
The Company's principal source of liquidity is its cash flow from
operations generated from its real estate investments. As of March 31, 1998,
the Company's cash and restricted cash amounted to approximately $9.3 million.
In addition to its cash and restricted cash, unused capacity under its credit
facilities totaled $182 million.
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 1998 to be approximately
$5 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, the repayment of the 100 million senior
notes principle payable at 25 million a year starting in March 2005, and the
retirement of outstanding balances under the credit facilities.
An additional long-term capital need of the Company is the construction
of the regional mall in Spokane, Washington, through its consolidated
partnership, Spokane Mall Development Company Limited Partnership. On July 30,
1996, this consolidated partnership entered into a $50 million construction
facility to meet its development and construction needs regarding the Spokane
project. The mall opened August 13, 1997, and contains approximately 689,000
square feet of total GLA. Continued payments for initial tenant construction
allowances and completion of construction will increase borrowings on the loan.
The Company estimates the total cost of this project will be approximately $67
million. The difference between the estimated cost of the project and amount
of the construction facility is comprised of costs incurred to date for the
purchase of land and payment of fees and other development costs. As of March
31, 1998, borrowings on the loan were approximately $44.9 million.
The Operating Partnership is continuing the development of Provo Towne
Centre, an enclosed regional mall in Provo, Utah through its consolidated
partnership Provo Mall Development Company, Ltd. This property will also
represent a future long-term capital need for the Company. The Company expects
to fund this project through advances under its credit facilities in
combination with construction financing.
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 equity and debt offerings and individual property financing.
<PAGE> 11
JP REALTY, INC.
NOTES TO FINANCIAL STATEMENTS
(UNAUDITED)
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)
LIQUIDITY AND CAPITAL RESOURCES (CONTINUED)
On September 2, 1997 the Company and the Operating Partnership filed a
shelf registration statement on Form S-3 with the Securities and Exchange
Commission for the purpose of registering common stock, preferred stock,
depositary shares, common stock warrants, debt securities and guaranties. This
registration statement, when combined with the Company's unused portion of its
previous shelf registration, would allow for up to $400 million of securities
to be offered by the Company and the Operating Partnership. On March 11, 1998
the Operating Partnership under its shelf registration, issued $100 million of
ten year senior unsecured notes bearing annual interest at a rate of 7.29%.
The Operating Partnership had entered into an interest rate protection
agreement in anticipation of issuing these notes and received $270 as a result
of this agreement making the effective rate of interest on these notes at
7.24%. Principal payments of $25 million are due annually beginning March
2005. The proceeds were used to partially repay outstanding borrowings under
the credit facility.
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 35% at March 31, 1998.
These statements contained in this Quarterly Report of Form 10-Q that are
not purely historical fact are forward looking statements within the meaning of
Section 27A of the Securities Act of 1933 and Section 21E of the Securities
Exchange Act of 1934, including statements regarding the Company's
expectations, budgets, estimates, and contemplations. All forward looking
statements included in this document are based on information available to the
Company on the date hereof, and the actual results could differ materially from
those in such forward looking statements. Certain factors that might cause
such differences include those relating to changes in economic climate, local
conditions, law and regulations, the relative illiquidity of real property
investments, the potential bankruptcy of tenants and the development or
expansion of properties.
ITEM 3.QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Not applicable.
<PAGE> 12
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
Not applicable.
ITEM 5. OTHER INFORMATION
Not applicable.
<PAGE> 13
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
DESCRIPTION
EXHIBIT PAGE
NUMBER NUMBER
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(h))*
10.9 1993 Stock Option Plan (10(i))*
10.10Amendment 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))*
10.11Lease 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))*
10.12Indenture 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))*
10.13Lease Agreement between Advance Management Corporation and Price Rentals,
Inc. and dated August 1, 1975 and Amendments thereto. (Groundlease for
Price Fremont) (10(m))*
10.14Groundlease between Aldo Rossi and Price Development Company, dated June
1, 1989, and related documents. (Groundlease for Halsey Crossing)
(10(n))*
<PAGE> 14
DESCRIPTION
EXHIBIT PAGE
NUMBER NUMBER
10.15Loan Agreements related to 1995 Credit Facility**
i) Credit Agreement, dated March 8, 1995, between Price Development
Company, Limited Partnership and Lexington Mortgage Company as
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
10.16Amendment to Company's By-laws
(b)Reports on Form 8-K.
On January 13, 1998 the Company filed a current report dated December
30, 1997 on Form 8-K reporting the acquisition of Salem Center. On
February 3, 1998 the Company filed a current report on Form 8-K/A
amending its current report on Form 8-K dated December 30, 1997 to
include financial statements on the acquisition of Salem Center.
The financial statements filed were as follows:
SALEM CENTER
Statement of Revenues and Certain Expenses for
the Year Ended December 31, 1996
Statements of Revenues and Certain Expenses for
the Nine Month Period Ended September 30, 1997
and 1996 (unaudited)
Notes to Financial Statements
JP REALTY, INC.
Proforma - Unaudited:
Condensed Consolidated Balance Sheet as of September 30, 1997
Condensed Consolidated Statements of Operations for
the Nine Month Period ended September 30, 1997
and the Year Ended December 31, 1996
Estimated Twelve Month Pro Forma Statement of
Net Operating Income and Operating Funds Available
On March 4, 1998 the Company filed a current report dated March 4, 1998
on Form 8-K reporting the financial results of the Company for 1997.
<PAGE> 15
The financial statements filed were as follows:
Report of Independent Accountants
Consolidated Balance Sheet as of December 31, 1997 and 1996
Consolidated Statement of Operations
for the years ended December 31, 1997, 1996 and 1995
Consolidated Statement of Shareholders' Equity
Consolidated Statement of Cash Flows
for the years ended December 31, 1997, 1996 and 1995
Notes to Consolidated Financial Statements
Schedule II - Valuation and Qualifying Accounts
Schedule III - Real Estate and Accumulated Depreciation
- ------------------------
*Documents were previously filed with the Registration Statement on Form S-11,
File No. 33-68844, under the exhibit numbered in parenthetical, 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)
MAY 14, 1998 /S/ G. Rex Frazier
- ------------------------------------- --------------------------------
(Date) G. Rex Frazier
PRESIDENT, CHIEF OPERATING
OFFICER, AND DIRECTOR
MAY 14, 1998 /s/ M. Scott Collins
- -------------------------------------- --------------------------------
(Date) M. Scott Collins
VICE PRESIDENT--CHIEF FINANCIAL
OFFICER AND TREASURER (PRINCIPAL
FINANCIAL AND ACCOUNTING 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 MARCH 31, 1998 AND IS QUALIFIED
IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<S> <C> <C>
<PERIOD-TYPE> 3-MOS 3-MOS
<FISCAL-YEAR-END> DEC-31-1998 DEC-31-1997
<PERIOD-END> MAR-31-1998 MAR-31-1997
<CASH> $9,328 $5,800
<SECURITIES> 0 0
<RECEIVABLES> 0<F1> 0<F1>
<ALLOWANCES> 0<F1> 0<F1>
<INVENTORY> 0 0
<CURRENT-ASSETS> 0<F2> 0<F2>
<PP&E> 0<F1> 0<F1>
<DEPRECIATION> 0<F1> 0<F1>
<TOTAL-ASSETS> 556,585 393,132
<CURRENT-LIABILITIES> 0<F2> 0<F2>
<BONDS> 0 0
0 0
0 0
<COMMON> 2 2
<OTHER-SE> 0 0
<TOTAL-LIABILITY-AND-EQUITY> 556,585 393,132
<SALES> 0 0
<TOTAL-REVENUES> 24,503 18,375
<CGS> 0 0
<TOTAL-COSTS> 0 0
<OTHER-EXPENSES> 12,452<F3> 9,144<F4>
<LOSS-PROVISION> 0 0
<INTEREST-EXPENSE> 3,958 1,676
<INCOME-PRETAX> 0 0
<INCOME-TAX> 0 0
<INCOME-CONTINUING> 0 0
<DISCONTINUED> 0 0
<EXTRAORDINARY> 0 0
<CHANGES> 0 0
<NET-INCOME> 6,642 6,214
<EPS-PRIMARY> $0.38<F5> $0.36<F5>
<EPS-DILUTED> $0.37<F5> $0.36<F5>
<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 unclassifed balance sheet due to the
nature of the Company's industry - Real Estate Investment Trust.
<F3>Amount is comprised of $16,410 of expenses less interest expense of $3,958
reflected elsewhere in this Financial Data Schedule.
<F4>Amount is comprised of $10,820 of expenses less interest expense of $1,676
reflected elsewhere in this Financial Data Schedule.
<F5>Amount reflects new standard of FAS 128 for Basic Earnings Per Share and
Diluted Earnings Per Share.
</FN>
</TABLE>
