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 September 30, 2000
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)
<TABLE>
<CAPTION>
<S> <C>
MARYLAND 87-0515088
---------------------- ----------
(State of incorporation) (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)
including zip code)
</TABLE>
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
16,219,290 Shares of Common Stock were outstanding as of November 9, 2000
<PAGE>
JP REALTY, INC.
FORM 10-Q
INDEX
<TABLE>
<CAPTION>
PART I: FINANCIAL INFORMATION PAGE
------------------------------ -----
<S> <C> <C>
Item 1. Financial Statements
Condensed Consolidated Balance Sheet as of September 30, 2000 3
and December 31, 1999
Condensed Consolidated Statement of Operations for the Three Months 4
and Nine Months ended September 30, 2000 and 1999
Condensed Consolidated Statement of Cash Flows for the 5
Nine Months ended September 30, 2000 and 1999 6
Notes to Financial Statements 7
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations 13
Item 3. Quantitative and Qualitative Disclosures About Market Risk 16
</TABLE>
<TABLE>
<CAPTION>
PART II: OTHER INFORMATION
---------------------------
<S> <C> <C>
Item 1. Legal Proceedings 17
Item 2. Changes in Securities and Use of Proceeds 17
Item 3. Defaults Upon Senior Securities 17
Item 4. Submission of Matters to a Vote of Security Holders 17
Item 5. Other Information 17
Item 6. Exhibits and Reports on Form 8-K 17
</TABLE>
<PAGE> 2
Certain matters discussed under the captions "Management's Discussion and
Analysis of Financial Condition and Results of Operations," "Quantitative and
Qualitative Disclosures About Market Risk" and elsewhere in this Quarterly
Report on Form 10-Q may constitute forward-looking statements for purposes of
Section 27A of the Securities Act of 1933, as amended, and Section 21E of the
Securities Exchange Act of 1934, as amended, and as such may involve known and
unknown risks, uncertainties and assumptions. Actual future performance,
achievements and results of the Company may differ materially from those
expressed or implied by such forward-looking statements as a result of such
known and unknown risks, uncertainties, assumptions and other factors.
Representative examples of these factors include, without limitation,
general industry and economic conditions, interest rate trends, cost of
capital and capital requirements, availability of real estate properties,
competition from other companies and venues for the sale/distribution
of goods and services, shifts in customer demands, tenant bankruptcies,
governmental and public policy changes and the continued availability
of financing in the amounts and on the terms necessary to support the future
business of the Company. Investors are cautioned that the Company's actual
results could differ materially from those set forth in such forward-looking
statements.
PART I
ITEM 1. FINANCIAL STATEMENTS
------------------------------
The information furnished in the accompanying financial statements listed
in the index on page 2 of this Quarterly Report on Form 10-Q reflects only
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 financial statements and Management's Discussion and Analysis
of Financial Condition and Results of Operations and the Company's Quarterly
Reports on Form 10-Q for the three months ended March 31, 2000 and the six
months ended June 30, 2000, and the Annual Report on Form 10-K for the year
ended December 31, 1999, including the financial statements and notes thereto.
<PAGE> 3
JP REALTY, INC.
CONDENSED CONSOLIDATED BALANCE SHEET
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
(UNAUDITED)
SEPTEMBER 30, DECEMBER 31,
2000 1999
----------------- ----------------
ASSETS
Real Estate Assets, Including Assets Under Development
of $26,991 and $18,389 $ 900,471 $ 876,388
Less: Accumulated Depreciation (149,822) (135,027)
----------------- ----------------
Net Real Estate Assets 750,649 741,361
Cash 6,049 7,767
Restricted Cash 4,088 3,149
Accounts Receivable, net 8,320 10,368
Deferred Charges, net 8,089 7,526
Other Assets 6,397 6,055
----------------- ----------------
$ 783,592 $ 776,226
================= ================
LIABILITIES AND STOCKHOLDERS' EQUITY
Borrowings $ 449,251 $ 438,241
Accounts Payable and Accrued Expenses 16,874 16,716
Dividends Payable 9,511 --
Other Liabilities 846 847
----------------- ----------------
476,482 455,804
----------------- ----------------
Minority Interest
Preferred Unitholders 112,327 104,571
Common Unitholders 28,320 30,200
Consolidated Partnerships 1,598 2,006
----------------- ----------------
142,245 136,777
----------------- ----------------
Commitments and Contingencies
Stockholders' Equity
8.75% Series A Cumulative Redeemable Preferred Stock,
$.0001 par value; liquidation preference $25.00 per share,
510,000 shares authorized, none issued or outstanding -- --
8.95% Series B Cumulative Redeemable Preferred Stock,
$.0001 par value, liquidation preference $25.00 per share,
3,800,000 shares authorized, none issued or outstanding -- --
8.75% Series C Cumulative Redeemable Preferred Stock,
$.0001 par value, liquidation preference $25.00 per share,
320,000 shares authorized, none issued or outstanding -- --
Series A Junior Participating Preferred Stock, $.0001 per share,
3,060,000 shares authorized, none issued or outstanding -- --
Common Stock, $.0001 par value, 117,110,000 shares
authorized, 16,019,290 shares and 16,625,665 shares
issued and outstanding at September 30, 2000
and December 31, 1999, respectively 2 2
Price Group Stock, $.0001 par value, 200,000 shares
authorized, issued and outstanding -- --
Excess Stock, 75,000,000 shares authorized,
none issued or outstanding -- --
Additional Paid-in Capital 208,501 219,132
Accumulated Dividends in Excess of Net Income (43,638) (35,489)
----------------- ----------------
164,865 183,645
----------------- ----------------
$ 783,592 $ 776,226
================= ================
</TABLE>
See accompanying notes to financial statements
<PAGE> 4
JP REALTY, INC.
CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
(UNAUDITED)
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
<TABLE>
<CAPTION>
FOR THE THREE MONTHS ENDED FOR THE NINE MONTHS ENDED
SEPTEMBER 30, SEPTEMBER 30,
<S> <C> <C> <C> <C> <C> <C> <C> <C>
2000 1999 2000 1999
------------- ------------- ------------- ------------
Revenues
Minimum Rents $ 26,038 $ 23,316 $ 75,525 $ 71,486
Percentage and Overage Rents 376 218 1,128 948
Recoveries from Tenants 8,174 7,785 23,367 21,712
Interest 238 147 554 431
Other 374 62 1,779 271
------------- ------------- ------------- ------------
35,200 31,528 102,353 94,848
------------- ------------- ------------- ------------
Expenses
Operating and Maintenance 6,663 5,881 18,377 16,660
Real Estate Taxes and Insurance 3,580 3,398 10,883 10,236
General and Administrative 1,699 1,535 4,876 5,067
Depreciation 7,188 5,674 19,734 17,116
Amortization of Deferred Financing Costs 424 400 1,231 1,238
Amortization of Deferred Leasing Costs 211 137 569 482
Interest 7,861 6,324 22,952 21,023
------------- ------------- ------------- ------------
27,626 23,349 78,622 71,822
------------- ------------- ------------- ------------
7,574 8,179 23,731 23,026
Minority Interest in Loss (Income) of 176 243 376 (613)
Consolidated Partnerships
Gain on Sales of Real Estate 373 -- 2,002 --
------------- ------------- ------------- ------------
Income Before Minority Interest of the
Operating Partnership 8,123 8,422 26,109 22,413
Unitholders and Extraordinary Item
Minority Interest of the Operating Partnership
Preferred Unitholders (2,579) (1,814) (7,505) (2,025)
Minority Interest of the Operating Partnership
Common Unitholders (1,010) (1,135) (3,375) (3,502)
------------- ------------- ------------- ------------
Net Income Before Extraordinary Item 4,534 5,473 15,229 16,886
Extraordinary Item - Loss on Early
Extinguishment of Debt, Net
of Minority Interest of the Operating
Partnership Unitholders (80) (801) (80) (801)
------------- ------------- ------------- ------------
Net Income $ 4,454 $ 4,672 $ 15,149 $ 16,085
============= ============= ============= ============
Basic Earnings Per Share
Income Before Extraordinary Item $ 0.28 $ 0.31 $ 0.93 $ 0.96
Extraordinary Item (0.01) (0.05) (0.00) (0.05)
------------- ------------- ------------- ------------
Net Income $ 0.27 $ 0.26 $ 0.93 $ 0.91
============= ============= ============= ============
Diluted Earnings Per Share
Income Before Extraordinary Item $ 0.28 $ 0.31 $ 0.93 $ 0.96
Extraordinary Item (0.01) (0.05) (0.00) (0.05)
------------- ------------- ------------- ------------
Net Income $ 0.27 $ 0.26 $ 0.93 $ 0.91
============= ============= ============= ============
Basic Weighted Average Number of Common Shares 16,219 17,641 16,325 17,641
Add: Dilutive Effect of Stock Options 17 41 9 45
------------- ------------- ------------- ------------
Diluted Weighted Average Number of Common Shares 16,236 17,682 16,334 17,686
============= ============= ============= ============
</TABLE>
See accompanying notes to financial statements.
<PAGE> 5
JP REALTY, INC.
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
(UNAUDITED)
(DOLLARS IN THOUSANDS)
<TABLE>
<CAPTION>
For the Nine Months ended September 30,
---------------------------------------
<S> <C> <C> <C> <C>
2000 1999
-------------- --------------
NET CASH PROVIDED BY OPERATING ACTIVITIES $ 51,208 $ 40,484
-------------- --------------
CASH FLOWS FROM INVESTING ACTIVITIES
Real Estate Assets, Developed or Acquired,
Net of Accounts Payable (33,773) (44,015)
Proceeds from Sales of Real Estate 2,289 --
Increase in Restricted Cash (939) (407)
-------------- --------------
Net Cash Used in Investing Activities (32,423) (44,422)
-------------- --------------
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from Borrowings 145,500 74,516
Repayment of Borrowings (134,490) (154,063)
Proceeds from Minority Partners 36 --
Net Proceeds from Issuance of Preferred Units 7,756 104,571
Distributions to Preferred Unitholders (7,505) (2,025)
Distributions to Minority Interest of Consolidated
Partnerships (3,559) (3,470)
and Common Unit Holders
Dividends to Stockholders (15,532) (16,368)
Deferred Financing Costs (2,077) (629)
Repurchase of Common Stock (10,632) --
-------------- --------------
Net Cash (Used in) Provided by Financing Activities (20,503) 2,532
-------------- --------------
Net Decrease in Cash (1,718) (1,406)
Cash, Beginning of Period 7,767 5,123
-------------- --------------
Cash, End of Period $ 6,049 $ 3,717
============== ==============
</TABLE>
See accompanying notes to financial statements.
<PAGE> 6
JP REALTY, INC.
NOTES TO FINANCIAL STATEMENTS
(UNAUDITED)
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)
1. BUSINESS SUMMARY AND SIGNIFICANT ACCOUNTING POLICIES
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, regional and 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
82% general partner interest in Price Development Company, Limited Partnership
(the "Operating Partnership"). As calculated, the Company's percentage of
general partner interest in the Operating Partnership was based on the number
of outstanding common units of limited partner interest (excluding outstanding
preferred units of limited partner interest) on September 30, 2000.
The interim financial data for the three and nine months ended September
30, 2000 and 1999, is unaudited; however, in the opinion of the Company, the
interim financial data includes all adjustments, consisting only of normal
recurring adjustments, necessary for a fair statement of the results for the
interim periods. Certain amounts in the financial statements have been
reclassified to conform with the third quarter 2000 presentation.
On January 1, 2000, the Company stopped accruing revenues for percentage
and overage rents on a straight-line basis based upon recent accounting
guidance issued by the Securities and Exchange Commission in Staff Accounting
Bulletin No. 101 "Revenue Recognition". Prior to the issuance of the Staff
Accounting Bulletin No. 101 "Revenue Recognition," the Company recognized
percentage and overage rents revenue monthly on an accrual basis based on
estimated annual amounts. Under the new guidance, percentage and overage rents
revenue is recognized in the interim periods in which the specified target that
triggers the contingent rental income is achieved.
As a result of adopting Staff Accounting Bulletin No. 101 "Revenue
Recognition," percentage and overage rents revenue and total revenues were
restated and reduced by $870 and $2,278 during the three and nine months ended
September 30, 1999, respectively, which amounts will be recognized during the
fourth quarter of 1999. In addition, if the change in revenue recognition
described above had not been made, the net income for the three and nine months
ended September 30, 1999 would have been $5,392 and $17,970, respectively, and
basic and diluted earnings per share would have been $0.31 for the three
months, and $1.02 for the nine months, respectively.
2. NET REAL ESTATE ASSETS
Net real estate assets consists of the following:
<TABLE>
<CAPTION>
SEPTEMBER 30,
2000
--------------
<S> <C>
Land $ 106,565
Building 766,915
--------------
873,480
Less: Accumulated Depreciation (149,822)
--------------
Operating Real Estate Assets 723,658
Real Estate Under Development 26,991
--------------
Net Real Estate Assets $ 750,649
==============
</TABLE>
<PAGE> 7
JP REALTY, INC.
NOTES TO FINANCIAL STATEMENTS
(UNAUDITED)
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)
3. BORROWINGS
<TABLE>
<CAPTION>
<S> <C> <C>
SEPTEMBER 30,
2000
---------------
Notes, unsecured; interest at 7.29%, maturing 2005 to 2008 $ 100,000
Credit facility, unsecured; weighted average interest at 7.7%
during 2000 due in 2003 115,000
Mortgage payable, secured by real estate; interest at 6.68%,
due in 2008 82,776
Notes, secured by real estate; interest at 6.37%, due in 2001 61,223
Construction loan, secured by real estate; interest at 8.13%
as of September 30, 2000, due in 2001 43,792
Construction loan, secured by real estate; interest at 8.13%
as of September 30, 2000, due in 2001 41,600
Other notes payable, secured by real estate; interest ranging
from 7.0% to 9.99% maturing 2001 to 2095 4,860
---------------
$ 449,251
===============
</TABLE>
On October 16, 1997, the Operating Partnership obtained a $150,000 three-
year unsecured credit facility (the "Credit Facility") from a syndicate of
banks. On December 18, 1997, the amount was increased to $200,000. On July
28, 2000, the Operating Partnership replaced the Credit Facility with a new
$200,000 unsecured credit facility (the "2000 Credit Facility") from a
syndicate of banks lead by Bank One, NA. The 2000 Credit Facility has a three-
year term and bears interest, at the option of the Operating Partnership, at
one, or a combination of (i) the higher of the federal funds rate plus 50 basis
points or the prime rate or (ii) LIBOR plus a spread of 85 to 145 basis
points. The LIBOR spread is determined by the Operating Partnership's credit
rating and/or leverage ratio. The 2000 Credit Facility also includes a
competitive bid option in the amount of $100,000 which will allow the Operating
Partnership to solicit bids for borrowings from the bank syndicate. The 2000
Credit Facility will be used for general corporate purposes including
development, working capital, repayment of indebtedness and/or amortization
payments. The 2000 Credit Facility contains restrictive covenants, including
limitations on the amount of secured and unsecured debt and requires the
Operating Partnership to maintain certain financial ratios. The 2000 Credit
Facility was used to pay-off and replace the prior Credit Facility on July 28,
2000. The write-off of deferred financing cost related to the early
extinguishment of the prior Credit Facility makes up the extraordinary loss of
$80, net of minority interest of $18.
On August 1, 2000, the Operating Partnership paid-off the mortgage
payable on Silver Lake Mall bearing an interest rate of 8.5% per annum and
having a principal balance of $11,950 with borrowings from the 2000 Credit
Facility.
The $100,000 notes have an interest rate of 7.29% payable semi annually
on March 11th and September 11th of each year. The Operating Partnership had
entered into an interest rate protection agreement in anticipation of issuing
these notes and received $270 as a result of terminating this agreement making
the effective rate of interest on these notes 7.24%.
4. SCHEDULE OF MATURITIES OF BORROWINGS
The following summarizes the scheduled maturities of borrowings at
September 30, 2000:
<TABLE>
<CAPTION>
<S> <C> <C>
YEAR Total
---- -------------
2000 $ 244
2001 149,082
2002 1,078
2003 116,426
2004 1,187
2005 26,271
Thereafter 154,963
-------------
$ 449,251
=============
</TABLE>
<PAGE> 8
JP REALTY, INC.
NOTES TO FINANCIAL STATEMENTS
(UNAUDITED)
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)
5. PRO FORMA FINANCIAL INFORMATION
The following unaudited pro forma summary financial information for the
nine months ended September 30, 2000 and 1999, is presented as if the 1999
issuances of Series A and Series B Preferred Units and the 2000 issuance of
Series C Preferred Units (Note 4) had been consummated as of January 1, 1999.
<TABLE>
<CAPTION>
<S> <C>
FOR THE NINE MONTHS ENDED SEPTEMBER 30,
--------------------------------------------
<C> <C> <C> <C>
2000 1999
---------------- ----------------
Total Revenues $ 102,353 $ 94,848
Net Income $ 15,103 $ 14,577
Basic Earnings Per Share $ 0.93 $ 0.83
Diluted Earnings Per Share $ 0.92 $ 0.82
</TABLE>
The pro forma 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 issuances of Series A, Series B and Series C
Preferred Units been completed as of January 1, 1999, nor does it purport to
represent the results of operations for future periods.
6. MINORITY INTEREST
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C> <C> <C>
PREFERRED COMMON CONSOLIDATED
UNITHOLDERS UNITHOLDERS PARTNERSHIPS TOTAL
----------- ----------- ------------ ----------
Minority Interest at December 31, 1999 $ 104,571 $ 30,200 $ 2,006 $ 136,777
Preferred Units Issued 7,756 -- -- 7,756
Partner Contribution -- -- 36 36
Minority Interest Common Units Converted -- (1) -- (1)
Minority Interest Income (Loss) 7,505 3,375 (376) 10,504
Minority Interest in Extraordinary Loss -- (18) -- (18)
Distributions Paid (7,505) (3,491) (68) (11,064)
Distributions Accrued -- (1,745) -- (1,745)
----------- ----------- ------------ ----------
Minority Interest at September 30, 2000 $ 112,327 $ 28,320 $ 1,598 $ 142,245
=========== =========== ============ ==========
</TABLE>
On April 23, 1999, the Operating Partnership issued 510,000 Series A
8.75% cumulative redeemable preferred units (the "Series A Preferred Units") in
a private placement. Each Series A Preferred Unit represents a unit of limited
partner interest with a liquidation value of twenty-five dollars per unit. The
Operating Partnership used the net proceeds of approximately $12,345 for the
partial repayment of borrowings outstanding under the Credit Facility.
On July 28, 1999, the Operating Partnership issued 3,800,000 Series B
8.95% cumulative redeemable preferred units ("Series B Preferred Units") in a
private placement. Each Series B Preferred Unit represents a unit of limited
partner interest with a liquidation value of twenty-five dollars per unit. The
Operating Partnership used the proceeds of approximately $92,226 to repay
$90,000 in borrowings outstanding under the Credit Facility and to increase
operating cash.
On May 1, 2000, the Operating Partnership issued 320,000 Series C 8.75%
cumulative redeemable preferred units (the "Series C Preferred Units") in a
private placement. Each Series C Preferred Unit represents a unit of limited
partner interest with a liquidation value of twenty-five dollars per unit. The
Operating Partnership used the net proceeds of approximately $7,756 for the
partial repayment of borrowings outstanding under the Credit Facility.
<PAGE> 9
JP REALTY, INC.
NOTES TO FINANCIAL STATEMENTS
(UNAUDITED)
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)
6. MINORITY INTEREST (CONTINUED)
The Operating Partnership makes quarterly distributions to the holders of
the Series A, Series B and Series C Preferred Units on the last day of each
March, June, September and December. For the nine months ended September 30,
2000, distributions for the Series A, Series B and Series C Preferred Units
were approximately $837, $6,376 and $292, respectively.
7. STOCKHOLDERS' EQUITY
The following table summarizes changes in stockholders' equity since
December 31, 1999:
<TABLE>
<CAPTION>
ADDITIONAL ACCUMULATED
Additional Distributions
Paid-in in Excess of
SHARES* Stock Capital Net Income TOTAL
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
---------- ----------- ---------- ------------ ----------
Stockholders' Equity at December 31, 1999 16,825,665 $ 2 $ 219,132 $ (35,489) $ 183,645
Issued Shares of Common Stock -
Operating Partnership Units 125 -- 1 -- 1
Converted
Net Income for the Period -- -- -- 15,149 15,149
Repurchase of Common Stock (606,500) -- (10,632) -- (10,632)
Dividends Paid -- -- -- (15,532) (15,532)
Dividends Accrued -- -- -- (7,766) (7,766)
---------- ----------- ---------- ------------ ---------
Stockholders' Equity at September 30, 2000 16,219,290 $ 2 $ 208,501 $ (43,638) $ 164,865
========== =========== ========== ============ =========
</TABLE>
----------------------
* Includes Common Stock and 200,000 outstanding shares of Price Group Stock
In October 1999, the Board of Trustees authorized the Company to
repurchase up to $25,000 of the Company's Common Stock through open market
purchases and private transactions. Through December 31, 1999, the Company had
repurchased 856,600 shares of Common Stock for a total cost of approximately
$14,366. For the nine months ended September 30, 2000, 606,500 additional
shares of stock were purchased for $10,632. All shares which have been
repurchased have been retired.
8. SEGMENT INFORMATION
In 1998, the Company adopted SFAS No. 131 "Disclosures about Segments of
an Enterprise and Related Information." The following information presents the
Company's three reportable segments - 1) regional malls, 2) community centers
and 3) commercial properties in conformity with SAS No. 131.
The accounting policies of the segments are the same as those described
in the "Summary of Significant Accounting Policies" in the Company's Annual
Report on Form 10-K for the year ended December 31, 1999. Segment data
includes total revenues and property, net operating income (revenues less
operating and maintenance expense and real estate taxes and insurance expense
("Property NOI")). The Company evaluates the performance of its segments and
allocates resources to them based on Property NOI.
The regional mall segment consists of 18 regional malls in seven states
containing approximately 10,412,000 square feet of total gross leasable area
("GLA") and which range in size from approximately 296,000 to 1,171,000 square
feet of total GLA.
The community center segment consists of 25 properties in seven states
containing approximately 3,368,000 square feet of total GLA and one
freestanding retail property containing approximately 2,000 square feet of GLA.
The commercial properties include six mixed-use commercial/business
properties with 38 commercial buildings containing approximately 1,354,000
square feet of GLA which are located primarily in the Salt Lake City, Utah area
where the Company's headquarters is located.
<PAGE> 10
JP REALTY, INC.
NOTES TO FINANCIAL STATEMENTS
(UNAUDITED)
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)
8. SEGMENT INFORMATION (CONTINUED)
The table below presents information about the Company's reportable
segments for the nine months ended September 30:
<TABLE>
<CAPTION>
REGIONAL COMMUNITY COMMERCIAL
MALLS CENTERS PROPERTIES OTHER TOTAL
---------- ------------ ----------- ----------- -----------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
2000
----
Total Revenues $ 81,437 $ 14,222 $ 5,892 $ 802 $ 102,353
Property Operating Expenses (1) 24,292 3,609 1,305 54 29,260
--------- ----------- ----------- ----------- ---------
Property NOI (2) 57,145 10,613 4,587 748 73,093
Unallocated Expenses (3) -- -- -- (49,362) (49,362)
Unallocated Minority Interest (4) -- -- -- (10,504) (10,504)
Unallocated Other(5) -- -- -- 1,922 1,922
Consolidated Net Income -- -- -- -- 15,149
Additions to Real Estate Assets 27,330 1,168 630 -- 29,128
Total Assets (6) 654,079 81,347 29,741 18,425 783,592
1999
----
Total Revenues (7) $ 73,401 $ 15,118 $ 5,540 $ 789 $ 94,848
Property Operating Expenses (1) 22,444 3,154 1,298 -- 26,896
--------- ----------- ----------- ----------- ---------
Property NOI (2) (7) 50,957 11,964 4,242 789 67,952
Unallocated Expenses (3) -- -- -- (44,926) (44,926)
Unallocated Minority Interest (4) -- -- -- (6,140) (6,140)
Unallocated Other (5) -- -- -- (801) (801)
Consolidated Net Income -- -- -- -- 16,085
Additions to Real Estate Assets 38,009 5,333 906 97 44,345
Total Assets (6) 625,665 83,800 30,968 15,346 755,779
</TABLE>
------------------------
(1) Property operating expenses consist of operating, maintenance, real
estate taxes and insurance as listed in the condensed consolidated
statement of operations.
(2) Total revenues minus property operating expenses.
(3) Unallocated expenses consist of general and administrative,
depreciation, amortization of deferred financing costs,
amortization of deferred leasing costs and interest as listed in
the condensed consolidated statement of operations.
(4) Unallocated minority interest includes minority interest in income
of consolidated partnerships and minority interest of the Operating
Partnership preferred and common unitholders as listed in the
condensed consolidated statement of operations.
(5) Unallocated other includes gain on sales of real estate and
extraordinary item-loss on early extinguishment of debt as listed
in the consolidated statement of operations.
(6) Unallocated other total assets include cash, corporate offices,
miscellaneous real estate and deferred financing costs.
(7) Included in community centers total revenue and property NOI is a
one-time $1,957 non-cash transaction.
<PAGE> 11
JP REALTY, INC.
NOTES TO FINANCIAL STATEMENTS
(UNAUDITED)
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)
9. SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
Unitholders of the Operating Partnership elected to convert 125 and 200
common units of limited partnership interest having a recorded value of $1 and
$2, respectively, into an equal number of shares of Common Stock during the
nine months ended September 30, 2000 and 1999, respectively.
<TABLE>
<CAPTION>
SEPTEMBER 30, SEPTEMBER 30,
2000 1999
----------------- ----------------
<S> <C> <C> <C> <C>
SUPPLEMENTAL DISCLOSURE OF NON-CASH TRANSACTIONS
The following non-cash transactions occurred:
Dividends accrued for stockholders not paid $ 7,766 $ 8,185
Distributions accrued for unitholders not paid $ 1,745 $ 1,710
</TABLE>
<PAGE> 12
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
OVERVIEW
The following discussion should be read in conjunction with the
consolidated financial statements of the Company and the notes thereto
appearing elsewhere herein.
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 Utah, Idaho,
Colorado, Arizona, Nevada, New Mexico and Wyoming (the "Intermountain Region"),
as well as in Oregon, Washington and California. The Company's existing
portfolio consists of 50 properties, including 18 enclosed regional malls, 25
community centers, one freestanding retail property and six mixed-use
commercial properties.
The Company completed its initial public offering on January 21, 1994, and
conducts all of its business operations through, and held as of September 30,
2000, held an 82% controlling general partner interest in, Price Development
Company, Limited Partnership (the "Operating Partnership").
The Company's operations in 2000 were positively impacted by the October
20, 1999 opening of the Mall at Sierra Vista, the November 11, 1999 opening of
a sixteen screen Cinemark Theater at Provo Towne Center, the expansion at Boise
Towne Plaza as well as its other development activities. Since September 30,
1999, development activities added a combined 542,100 square feet of total
gross leasable area ("GLA") to the retail portfolio (335,000 square feet in
October 1999, 74,000 square feet in November 1999, 12,200 square feet in
December 1999, 5,000 square feet in February 2000, 12,900 square feet in June
2000, and 103,000 square feet in September 2000).
REVENUE RECOGNITION
On January 1, 2000, the Company stopped accruing revenues for percentage
and overage rents on a straight-line basis based upon recent accounting
guidance issued by the Securities and Exchange Commission in Staff Accounting
Bulletin No. 101 "Revenue Recognition." Prior to the issuance of the Staff
Accounting Bulletin No. 101 "Revenue Recognition," the Company recognized
percentage and overage rents revenue monthly on an accrual basis based on
estimated annual amounts. Under the new guidance, percentage and overage rents
revenue is recognized in the interim periods in which the specified target that
triggers the contingent rental income is achieved.
As a result of adopting Staff Accounting Bulletin No. 101 "Revenue
Recognition," percentage and overage rents revenue and total revenues were
restated and reduced by $870 and $2,278 during the three and nine months ended
September 30, 1999, respectively, which amounts will be recognized during the
fourth quarter of 1999. In addition, if the change in revenue recognition
described above had not been made, the net income for the three and nine months
ended September 30, 1999 would have been $5,392 and $17,970, respectively, and
basic and diluted earnings per share would have been $0.31 for the three
months, and $1.02 for the nine months, respectively.
RESULTS OF OPERATIONS
COMPARISON OF NINE MONTHS ENDED SEPTEMBER 30, 2000 TO NINE MONTHS ENDED
SEPTEMBER 30, 1999 (DOLLARS IN THOUSANDS)
Total revenues for the nine months ended September 30, 2000 increased
$7,505 or 8% to $102,353 as compared to $94,848 in 1999. This increase is
primarily attributable to a $4,039 or 6% increase in minimum rents to $75,525
as compared to $71,486 in 1999. The October 20, 1999 opening of the Mall at
Sierra Vista, the November 11, 1999 opening of Cinemark Theater at Provo
Towne Centre and the expansion of Boise Towne Plaza contributed $2,609
to the minimum rent increase. The remaining growth in minimum rents was
the result of internal growth, lease termination revenues recorded from
tenant settlements, offset by $1,957 from a one-time, non-cash transaction
recorded in 1999.
Other revenues increased $1,508 to $1,779 as compared to $271 in 1999.
This increase is due to redevelopment agency sums for the current period plus
the final settlement in 2000 of such sums related to 1999.
Revenues recognized from straight-line rents were $1,183 in 2000 and $1,052
in 1999.
<PAGE> 13
Recoveries from tenants increased $1,655 or 8% to $23,367 as compared to
$21,712 in 1999. Property operating expenses, including operating and
maintenance, and real estate taxes and insurance increased $1,717 or 10% and
$647 or 6%, respectively. The opening of the Mall at Sierra Vista and Cinemark
Theatre at Provo Towne Centre contributed $606 to recoveries from tenants, $619
to property operating expenses, including operating and maintenance, and $400
to real estate taxes and insurance. Recoveries from tenants as a percentage of
property operating expenses were 80% in 2000 compared to 81% in 1999.
General and administrative expense decreased $191 or 4% to $4,876 in 2000
as compared to $5,067 in 1999. The decrease is primarily due to decreased
insurance expenses related to the Company's health insurance plan.
Depreciation and amortization increased $2,698 or 14% to $21,534 as
compared to $18,836 in 1999. This increase is attributable to higher
depreciation expense from newly developed GLA and reductions in asset lives on
certain tenant improvements in both years.
Interest expense increased $1,929 or 9% to $22,952 as compared to $21,023
in 1999. This increase resulted from higher interest rates on higher
borrowings and a decrease in capitalized interest due to completed GLA.
Interest capitalized on projects under development was $1,245 in 2000 as
compared to $1,887 in 1999.
The Operating Partnership issued preferred units in three transactions.
One in each of the second and third quarters of 1999 and the second quarter of
2000, which resulted in net proceeds of approximately $112,327. The Company used
approximately $110,100 to reduce borrowings. The reduction of net income for
the nine months ended September 30, 2000 associated with issuing the preferred
units was approximately $491.
Gain on sales of real estate in 2000 was $2,002 as compared to no sales in
1999.
COMPARISON OF THREE MONTHS ENDED SEPTEMBER 30, 2000 TO THREE MONTHS ENDED
SEPTEMBER 30, 1999 (DOLLARS IN THOUSANDS)
Total revenues for the three months ended September 30, 2000 increased
$3,672 or 12% to $35,200 as compared to $31,528 in 1999. This increase is
primarily attributable to a $2,722 or 12% increase in minimum rents to $26,038
as compared to $23,316 in 1999. The October 20, 1999 opening of the Mall at
Sierra Vista, the November 11, 1999 opening of Cinemark Theater at Provo
Towne Centre and the expansion of Boise Towne Plaza contributed $764 to
the minimum rent increase. The remaining growth in minimum rents was the
result of other internal growth and lease termination revenues recorded from
tenant settlements.
Other revenues increased $312 to $374 as compared to $62 in 1999. This
increase is due to redevelopment agency sums for the current period.
Revenues recognized from straight-line rents were $384 in 2000 and $429 in
1999.
Recoveries from tenants increased $389 or 5% to $8,174 as compared to
$7,785 in 1999. Property operating expenses, including operating and
maintenance, and real estate taxes and insurance increased $782 or 13% and $182
or 5%, respectively. The opening of The Mall at Sierra Vista and Cinemark
Theatre at Provo Towne Center contributed $240 to recoveries from tenants, $267
to property operating expenses, including operating and maintenance, and $151
to real estate taxes and insurance. Recoveries from tenants as a percentage of
property operating expenses were 80% in 2000 compared to 84% in 1999.
General and administrative expense increased $164 or 11% to $1,699 in 2000
as compared to $1,535 in 1999.
Depreciation and amortization increased $1,612 to $7,823 from $6,211 in
1999. The increase is the result of depreciation from newly developed GLA and
charges made as a result of changes in asset lives on certain tenant
improvements.
Interest expense increased $1,537 or 24% to $7,861 as compared to $6,324 in
1999. This increase resulted from higher interest rates on higher borrowings
and a decrease in capitalized interest due to completed GLA. Interest
capitalized on projects under development was $445 in 2000 as compared to $848
in 1999.
<PAGE> 14
The Operating Partnership completed three preferred unit transactions. One
in each of the second and third quarters of 1999 and second quarter of 2000,
which resulted in net proceeds of approximately $112,327. The Company used
approximately $110,100 to reduce borrowings. The reduction of net income for
the quarter ended September 30, 2000 associated with issuing the preferred
units was $169.
Gain on sales of real estate was $373 as compared to no sales in 1999.
LIQUIDITY AND CAPITAL RESOURCES
The Company's principal uses of its liquidity and capital resources have
historically been for distributions, property acquisitions, 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 stockholders at
least 95% of its "Real Estate Investment Trust Taxable Income," as defined in
the Code. For the quarter ended September 30, 2000, the Company declared a
dividend of $.48 per share payable October 17, 2000 to the stockholders of
record as of October 5, 2000.
The Company's principal source of liquidity is its cash flow from
operations generated from its real estate investments. As of September 30,
2000, the Company's cash and restricted cash amounted to approximately $10.1
million. In addition to its cash and restricted cash, unused capacity under
the 2000 Credit Facility at September 30, 2000 totaled $75.5 million.
The Company expects to meet its short-term cash requirements, including
distributions, recurring capital expenditures related to maintenance and
improvement of existing properties, through undistributed funds from
operations, cash balances and advances under the 2000 Credit Facility.
The Company's principal long-term liquidity requirements will be the
repayment of principal on its outstanding secured and unsecured indebtedness.
At September 30, 2000, the Company's total outstanding indebtedness was
approximately $449.3 million. Such indebtedness included: (i) the $61.2
million, 6.37% notes secured by real estate which mature in January 2001; (ii)
the Provo Towne Centre construction loan of approximately $43.8 million which
is due in July 2001; (iii) the Spokane Valley Mall construction loan of $41.6
million which is due in August 2001; (iv) the 2000 Credit Facility with a
balance of $115 million maturing July 2003; (v) the $100 million senior notes
principal payable of $25 million a year beginning March 2005; and (vi) the
$82.8 million, 6.68% first mortgage, which requires a balloon payment of
approximately $73.0 million in September 2008.
On April 23, 1999, the Operating Partnership issued 510,000 Series A
Preferred Units in a private placement. Each Series A Preferred Unit
represents a unit of limited partner interest with a liquidation value of
twenty-five dollars per unit. The Operating Partnership used the net proceeds
of approximately $12.3 million for the partial repayment of borrowings
outstanding under the Credit Facility. On July 28, 1999, the Operating
Partnership also issued 3,800,000 Series B Preferred Units in a private
placement. Each Series B Preferred Unit represents a unit of limited
partnership interest with a liquidation value of twenty-five dollars per unit.
The Operating Partnership used the proceeds of approximately $92.2 million to
repay $90 million in borrowings outstanding under the Credit Facility and to
increase operating cash. On May 1, 2000, the Operating Partnership issued
320,000 Series C Preferred Units in a private placement. Each Series C
Preferred Unit represents a unit of limited partner interest with a liquidation
value of twenty-five dollars per unit. The Operating Partnership used the net
proceeds of $7.8 million for the partial repayment of borrowings outstanding
under the Credit Facility. Quarterly distributions of approximately $278,900,
$2,125,600 and $175,000 are due to the holders of the Series A, Series B and
Series C Preferred Units, respectively, on the last day of each March, June,
September and December.
The Company is currently involved in smaller expansion and renovation
projects at several of its properties, which will be financed by the 2000
Credit Facility. The Company is also contemplating the expansion and
renovation of several of its other 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 new 2000 Credit Facility together with equity and debt
offerings, individual property financing and selective asset sales. The
availability of such financing will influence the Company' s decision to
proceed with, and the pace of, its development and acquisition activities.
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 guarantees. This
registration statement, when combined with the Company's unused
<PAGE> 15
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, pursuant to this registration statement, the Operating
Partnership 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 terminating this agreement making the effective rate of interest on these
notes 7.24%. Interest payments are due semi-annually on March 11th and
September 11th of each year. Principal payments of $25 million are due annually
beginning March 2005. The proceeds were used to partially repay outstanding
borrowings under the Credit Facility. At September 30, 2000, the Company and
the Operating Partnership had an aggregate of $300 million in registered
securities available under its effective shelf registration statement.
The Company intends to fund its distribution, development, expansion,
renovation, acquisition and debt repayment activities from the 2000 Credit
Facility, from other debt and equity financings, including public financing and
from selective asset sales. The Company's ratio of debt-to-total market
capitalization was approximately 49% at September 30, 2000.
The 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, as amended, and Section 21E of the
Securities Exchange Act of 1934, as amended, and as such may involve known and
unknown risks, uncertainties and assumptions. Actual future performance,
achievements and results of the Company may differ materially from those
expressed or implied by such forward-looking statements as a result of such
known and unknown risks, uncertainties, assumptions and other factors.
Representative examples of these factors include, without limitation, general
industry and economic conditions, interest rate trends, cost of capital and
capital requirements, availability of real estate properties, competition from
other companies and venues for the sale/distribution of goods and services,
shifts in customer demands, tenant bankruptcies, governmental and public policy
changes and the continued availability of financing in the amounts and on the
terms necessary to support the future business of the Company. Investors are
cautioned that the Company's actual results could differ materially from those
set forth in such forward-looking statements.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
The Company's exposure to market risk is limited to fluctuations in the
general level of interest rates on its current and future fixed and variable
rate debt obligations. The Company is vulnerable to significant fluctuations
in interest rates on its variable rate debt, on any future repricing or
refinancing of its fixed rate debt and on future debt.
The Company uses long-term and medium-term debt as a source of capital. At
September 30, 2000, the Company had approximately $248,859,000 of fixed rate
debt, which consisted of $100,000,000 unsecured senior notes and $148,859,000
in mortgages and notes secured by real estate. The various fixed rate debt
instruments mature starting in the year 2001 through 2095. The weighted average
rate of interest on the fixed rate debt was approximately 6.9% for the nine
months ended September 30, 2000. When debt instruments of this type mature,
the Company typically refinances such debt at the then-existing market interest
rates which may be more or less than the interest rates on the maturing debt.
In addition, the Company may attempt to reduce interest rate risk associated
with a forecasted issuance of new fixed rate debt by entering into interest
rate protection agreements.
The Company's 2000 Credit Facility and existing construction loans have
variable interest rates and any fluctuation in interest rates could increase or
decrease the Company's interest expense. At September 30, 2000, the Company had
approximately $200,392,000 in outstanding variable rate debt. The weighted
average rate of interest on the variable interest rate debt was approximately
7.6% for the nine months ended September 30, 2000. If the interest rate for
the Company's variable rate debt increased or decreased by 1% during 2000, the
Company's interest expense on its outstanding variable rate debt would increase
or decrease, as the case may be, by approximately $2,004,000, annually.
Due to the uncertainty of fluctuations in interest rates and the specific
actions that might be taken by the Company to mitigate the impact of such
fluctuations and their possible effects, the foregoing sensitivity analysis
assumes no changes in the Company's financial structure.
<PAGE> 16
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 AND USE OF PROCEEDS
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.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(A) EXHIBITS
<PAGE> 17
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
------ -----------
<S> <C> <C>
3.1 Amended and Restated Articles of Incorporation the Company (3(a))*
3.2 Amended and Restated Bylaws of the Company (3(b))**
3.3 Articles Supplementary of the Company relating to the 8.75 Series A Cumulative
Redeemable Preferred Stock***
3.4 Articles Supplementary of the Company relating to the 8.95% Series B Cumulative
Redeemable Preferred Stock***
3.5 Articles Supplementary of the Company relating to the election to be subject to
Title 3, Subtitle 8 of the Maryland General Corporation Law****
3.6 Articles Supplementary of the Company relating to the Series A Junior Preferred
Stock****
3.7 Amendment to the Bylaws of the Company****
3.8 Amended and Restated By-Laws of the Company*****
3.9 Articles Supplementary of the Company relating to the 8.75 Series C Cumulative
Redeemable Preferred Stock*****
4.1 Specimen of Common Stock Certificate (4)*
10.1 Second Amended and Restated Agreement of Limited Partnership of Price
Development Company, Limited Partnership***
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))*
10.10 Amendment to Ground lease between Price Development Company and Alvin Malstrom
as Trustee and C.F. Malstrom, dated December 31, 1985. (Ground lease for Plaza
9400) (10(j))*
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. (Ground lease 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. (Ground lease 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. (Ground lease for Price
Fremont) (10(m))*
</TABLE>
<PAGE> 18
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
------- -----------
<S> <C> <C> <C> <C>
10.14 Ground lease between Aldo Rossi and Price Development Company, dated June 1, 1989, and
related documents. (Ground lease for Halsey Crossing) (10(n))*
10.16 First Amendment to Second Amended and Restated Agreement of Limited Partnership of Price
Development Company, Limited Partnership***
10.17 Second Amendment to Second Amended and Restated Agreement of Limited Partnership of Price
Development Company, Limited Partnership***
10.18 Third Amendment to Second Amended and Restated Agreement of Limited Partnership of Price
Development Company, Limited Partnership*******
10.19 Rights Agreement between the Company and ChaseMellon Shareholder Services, LLC, as Rights
Agent****
10.20 Fourth Amendment to Second Amended and Restated Agreement of Limited Partnership of Price
Development Company, Limited Partnership********
10.21 Fifth Amendment to Second Amended and Restated Agreement of Limited Partnership of Price
Development Company, Limited Partnership*********
27.1 Financial Data Schedule
--------------------------
</TABLE>
<TABLE>
<CAPTION>
<S> <C>
* Documents were previously filed with the Company's Registration Statement on Form S-11, File No. 33-68844,
under the exhibit numbered in parenthetical, and are incorporated herein by reference.
** Document was previously filed with the Company's Quarterly Report on Form 10-Q for the quarter ended September
30, 1998 and is incorporated herein by reference.
*** Documents were previously filed with the Company's Quarterly Report on Form 10-Q for the quarter ended June
30, 1999 and are incorporated herein by reference.
**** Documents were previously filed with the Company's current report on Form 8-K, dated August 13, 1999, and are
incorporated herein by reference.
***** Document was previously filed with the Company's Quarterly Report on Form 10-Q for the quarter ended June 30,
2000 and is incorporated herein by reference.
****** Documents were previously filed with the Company's Annual Report on Form 10-K for the year ended December 31,
1995 and are incorporated herein by reference.
******* Document was previously filed with the Company's Quarterly Report on Form 10-Q for the quarter ended September
30, 1999 and are incorporated herein by reference.
******** Document was previously filed with the Company's Annual Report on Form 10-K for the year ended December 31,
1999 and is incorporated herein by reference.
********* Document was previously filed with the Company's Quarterly Report on Form 10-Q for the quarter ended March 31,
2000 and is incorporated herein by reference.
</TABLE>
<TABLE>
<CAPTION>
<S> <C>
(b) CURRENT REPORTS ON FORM 8-K
None
</TABLE>
<PAGE>
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.
<TABLE>
<CAPTION>
JP REALTY, INC.
(Registrant)
<S> <C> <C>
November 9, 2000 /s/ G. Rex Frazier
---------------------------------- --------------------------
(Date) G. Rex Frazier
PRESIDENT, CHIEF OPERATING OFFICER,
AND DIRECTOR
November 9, 2000 /s/ M. Scott Collins
---------------------------------- -------------------------
(Date) M. Scott Collins
VICE PRESIDENT--CHIEF FINANCIAL OFFICER
(PRINCIPAL FINANCIAL
& ACCOUNTING OFFICER)
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
------ -----------
<S> <C> <C>
3.1 Amended and Restated Articles of Incorporation the Company (3(a))*
3.2 Amended and Restated Bylaws of the Company (3(b))**
3.3 Articles Supplementary of the Company relating to the 8.75 Series A Cumulative
Redeemable Preferred Stock***
3.4 Articles Supplementary of the Company relating to the 8.95% Series B Cumulative
Redeemable Preferred Stock***
3.5 Articles Supplementary of the Company relating to the election to be subject to
Title 3, Subtitle 8 of the Maryland General Corporation Law****
3.6 Articles Supplementary of the Company relating to the Series A Junior Preferred
Stock****
3.7 Amendment to the Bylaws of the Company****
3.8 Amended and Restated By-Laws of the Company*****
3.9 Articles Supplementary of the Company relating to the 8.75 Series C Cumulative
Redeemable Preferred Stock*****
4.1 Specimen of Common Stock Certificate (4)*
10.1 Second Amended and Restated Agreement of Limited Partnership of Price
Development Company, Limited Partnership***
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))*
10.10 Amendment to Ground lease between Price Development Company and Alvin Malstrom
as Trustee and C.F. Malstrom, dated December 31, 1985. (Ground lease for Plaza
9400) (10(j))*
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. (Ground lease 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. (Ground lease 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. (Ground lease for Price
Fremont) (10(m))*
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
------- -----------
<S> <C> <C> <C> <C>
10.14 Ground lease between Aldo Rossi and Price Development Company, dated June 1, 1989, and
related documents. (Ground lease for Halsey Crossing) (10(n))*
10.16 First Amendment to Second Amended and Restated Agreement of Limited Partnership of Price
Development Company, Limited Partnership***
10.17 Second Amendment to Second Amended and Restated Agreement of Limited Partnership of Price
Development Company, Limited Partnership***
10.18 Third Amendment to Second Amended and Restated Agreement of Limited Partnership of Price
Development Company, Limited Partnership*******
10.19 Rights Agreement between the Company and ChaseMellon Shareholder Services, LLC, as Rights
Agent****
10.20 Fourth Amendment to Second Amended and Restated Agreement of Limited Partnership of Price
Development Company, Limited Partnership********
10.21 Fifth Amendment to Second Amended and Restated Agreement of Limited Partnership of Price
Development Company, Limited Partnership*********
27.1 Financial Data Schedule
--------------------------
</TABLE>
<TABLE>
<CAPTION>
<S> <C>
* Documents were previously filed with the Company's Registration Statement on Form S-11, File No. 33-68844,
under the exhibit numbered in parenthetical, and are incorporated herein by reference.
** Document was previously filed with the Company's Quarterly Report on Form 10-Q for the quarter ended September
30, 1998 and is incorporated herein by reference.
*** Documents were previously filed with the Company's Quarterly Report on Form 10-Q for the quarter ended June
30, 1999 and are incorporated herein by reference.
**** Documents were previously filed with the Company's current report on Form 8-K, dated August 13, 1999, and are
incorporated herein by reference.
***** Document was previously filed with the Company's Quarterly Report on Form 10-Q for the quarter ended June 30,
2000 and is incorporated herein by reference.
****** Documents were previously filed with the Company's Annual Report on Form 10-K for the year ended December 31,
1995 and are incorporated herein by reference.
******* Document was previously filed with the Company's Quarterly Report on Form 10-Q for the quarter ended September
30, 1999 and are incorporated herein by reference.
******** Document was previously filed with the Company's Annual Report on Form 10-K for the year ended December 31,
1999 and is incorporated herein by reference.
********* Document was previously filed with the Company's Quarterly Report on Form 10-Q for the quarter ended March 31,
2000 and is incorporated herein by reference.
</TABLE>
