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, 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 zip code) including area 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 No
[X]
16,219,290 Shares of Common Stock were outstanding as of August 10, 2000
<PAGE> 1
JP REALTY, INC.
FORM 10-Q
INDEX
<TABLE>
<CAPTION>
PART I: FINANCIAL INFORMATION Page
------------------------------ ----
<S> <C> <C> <C>
Item 1. Financial Statements 3
Condensed Consolidated Balance Sheet as of June 30, 2000
and December 31, 1999 4
Condensed Consolidated Statement of Operations for the Three Months
and Six Months ended June 30, 2000 and 1999 5
Condensed Consolidated Statement of Cash Flows for the
Six Months ended June 30, 2000 and 1999 6
Notes to Financial Statements 7
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations 12
Item 3. Quantitative and Qualitative Disclosures About Market Risk 15
PART II: OTHER INFORMATION
---------------------------
Item 1. Legal Proceedings 16
Item 2. Changes in Securities and Use of Proceeds 16
Item 3. Defaults Upon Senior Securities 16
Item 4. Submission of Matters to a Vote of Security Holders 16
Item 5. Other Information 16
Item 6. Exhibits and Reports on Form 8-K 16
</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 other factors which may cause the actual
results, performance and achievements of JP Realty, Inc. to be materially
different from future results, performance or achievements expressed or
implied by 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
Report on Form 10-Q for the three months ended March 31, 2000 and 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>
(UNAUDITED)
---------
JUNE 30, DECEMBER 31,
2000 1999
------------ --------------
<S> <C> <C>
ASSETS
Real Estate Assets, Including Assets Under Development
of $22,229 and $18,389 $ 889,942 $ 876,388
Less: Accumulated Depreciation (144,036) (135,027)
Net Real Estate Assets 745,906 741,361
Cash 5,490 7,767
Restricted Cash 4,004 3,149
Other Assets 21,435 23,949
------------ --------------
$ 776,835 $ 776,226
============ ==============
LIABILITIES AND STOCKHOLDERS' EQUITY
Borrowings $ 439,049 $ 438,241
Accounts Payable and Accrued Expenses 16,076 16,716
Dividends Payable 9,511 --
Other Liabilities 826 847
------------ --------------
465,462 455,804
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Minority Interest
Preferred Unitholders 112,327 104,571
Common Unitholders 29,074 30,200
Consolidated Partnerships 1,795 2,006
------------ --------------
143,196 136,777
------------ --------------
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 June 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 (40,326) (35,489)
------------ --------------
168,177 183,645
------------ --------------
$ 776,835 $ 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 SIX MONTHS ENDED
JUNE 30, JUNE 30,
---------------------------- -----------------------------
<S> <C> <C> <C> <C>
2000 1999 2000 1999
------------ ------------ ------------ -------------
Revenues
Minimum Rents $ 24,954 $ 23,215 $ 49,487 $ 48,169
Percentage and Overage Rents 315 306 752 730
Recoveries from Tenants 7,744 7,159 15,193 13,927
Interest 164 161 316 284
Other 1,077 67 1,405 209
------------ ------------ ------------ -------------
34,254 30,908 67,153 63,319
------------ ------------ ------------ -------------
Expenses
Operating and Maintenance 6,087 5,332 11,714 10,778
Real Estate Taxes and Insurance 3,627 3,531 7,303 6,839
General and Administrative 1,558 1,737 3,177 3,531
Depreciation 6,188 6,195 12,546 11,442
Amortization of Deferred Financing Costs 399 415 807 838
Amortization of Deferred Leasing Costs 186 177 358 345
Interest 7,642 7,340 15,091 14,699
------------ ------------ ------------ -------------
25,687 24,727 50,996 48,472
------------ ------------ ------------ -------------
8,567 6,181 16,157 14,847
Minority Interest in (Income) Loss of
Consolidated Partnerships (43) 133 200 (855)
Gain on Sale of Real Estate 1,386 -- 1,629 --
------------ ------------ ------------ -------------
Income Before Minority Interest of the
Operating Partnership Unitholders 9,910 6,314 17,986 13,992
Minority Interest of the Operating
Partnership Preferred Unitholders (2,521) (211) (4,926) (211)
Minority Interest of the Operating
Partnership Common Unitholders (1,349) (1,048) (2,365) (2,367)
------------ ------------ ------------ -------------
Net Income $ 6,040 $ 5,055 $ 10,695 $ 11,414
============ ============ ============ =============
Basic Earnings Per Share $ 0.37 $ 0.29 $ 0.65 $ 0.65
============ ============ ============ =============
Diluted Earnings Per Share $ 0.37 $ 0.29 $ 0.65 $ 0.65
============ ============ ============ =============
Basic Weighted Average Number of
Shares of Common Stock 16,219 17,641 16,378 17,641
Add: Dilutive Effect of Stock Options 10 56 6 47
------------ ------------ ------------ -------------
Diluted Weighted Average Number of
Shares of Common Stock 16,229 17,697 16,384 17,688
============ ============ ============ =============
</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 Six Months ended June 30,
---------------------------------
<S> <C> <C>
2000 1999
------------- ---------------
NET CASH PROVIDED BY OPERATING ACTIVITIES
CASH FLOWS FROM INVESTING ACTIVITIES $ 35,381 $ 28,359
Real Estate Assets, Developed or Acquired,
Net of Accounts Payable (21,866) (26,381)
Proceeds from Sales of Real Estate 1,831 --
Increase in Restricted Cash (855) (513)
------------- ---------------
Net Cash Used in Investing Activities (20,890) (26,894)
------------- ---------------
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from Borrowings 16,500 20,284
Repayment of Borrowings (15,692) (23,989)
Proceeds from Minority Partners 36 --
Net Proceeds from Issuance of Preferred Units 7,756 12,345
Distributions to Preferred Unitholders (4,926) (211)
Distributions to Minority Interest of Consolidated
Partnerships and Common Unit Holders (1,792) (1,742)
Dividends to Stockholders (7,766) (8,184)
Deferred Financing Costs (252) (258)
Repurchase of Common Stock (10,632) --
------------- ---------------
Net Cash Used in Financing Activities (16,768) (1,755)
------------- ---------------
Net Decrease in Cash (2,277) (290)
Cash, Beginning of Period 7,767 5,123
------------- ---------------
Cash, End of Period $ 5,490 $ 4,833
============= ===============
</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 June 30, 2000.
The interim financial data for the three and six months ended June 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 second quarter 2000 presentation.
On January 1, 2000, the Company stopped accruing revenues for percentage
and overage rents 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 the Staff Accounting Bulletin No. 101 "Revenue
Recognition," percentage and overage rents revenue and total revenues were
restated and reduced by $830 and $1,408 during the three and six months ended
June 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 six months ended June
30, 1999 would have been $5,741 and $12,579, respectively, and basic and
diluted earnings per share would have been $0.33 and $0.32 for the three
months, and $0.71 and $0.71 for the six months, respectively.
2. BORROWINGS
<TABLE>
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JUNE 30,
<S> <C>
2000
-------------
Notes, unsecured; interest at 7.29%, maturing 2005 to 2008 $ 100,000
Credit facility, unsecured; weighted average interest at 7.11%
during 2000 due in 2000 92,500
Mortgage payable, secured by real estate; interest at 6.68%,
due in 2008 82,993
Notes, secured by real estate; interest at 6.37%, due in 2001 61,223
Construction loan, secured by real estate; interest at 8.19%
as of June 30, 2000, due in 2001 43,792
Construction loan, secured by real estate; interest at 8.19%
as of June 30, 2000, due in 2001 41,600
Mortgage payable, secured by real estate; interest at 8.5%,
due in 2000 11,981
Other notes payable, secured by real estate; interest ranging
from 7.0% to 9.99% maturing 2000 to 2095 4,960
-------------
$ 439,049
=============
</TABLE>
<PAGE> 7
JP REALTY, INC.
NOTES TO FINANCIAL STATEMENTS
(UNAUDITED)
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)
2. BORROWINGS (CONTINUED)
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. The 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 70 to 130 basis points. The LIBOR spread is determined by the
Operating Partnership's credit rating and/or leverage ratio. The 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 Credit Facility is used for general corporate purposes
including stock repurchase, development, working capital, repayment of
indebtedness and/or amortization payments. The facility contains restrictive
covenants, including limitations on the amount of secured and unsecured debt,
and requires the Operating Partnership to maintain certain financial ratios.
At June 30, 2000, the Operating Partnership was in compliance with all these
covenants. The Credit Facility was paid off and replaced with a new credit
facility (note 8) on July 28, 2000.
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%.
3. PRO FORMA FINANCIAL INFORMATION
The following unaudited pro forma summary financial information for the
six months ended June 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 1999.
<TABLE>
<CAPTION>
FOR THE SIX MONTHS ENDED JUNE 30,
----------------------------------
<S> <C> <C>
2000 1999
-------------- ---------------
Total Revenues $ 67,153 $ 63,319
Net Income $ 10,680 $ 10,128
Basic Earnings Per Share $ 0.65 $ 0.57
Diluted Earnings Per Share $ 0.65 $ 0.57
</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 the beginning of the periods presented,
nor does it purport to represent the results of operations for future periods.
4. MINORITY INTEREST
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<CAPTION>
PREFERRED COMMON CONSOLIDATED
UNITHOLDERS UNITHOLDERS PARTNERSHIPS TOTAL
----------- ------------ ------------- ------------
<S> <C> <C> <C> <C>
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 4,926 2,365 (200) 7,091
Distributions Paid (4,926) (1,745) (47) (6,718)
Distributions Accrued -- (1,745) -- (1,745)
----------- ----------- ------------- ------------
Minority Interest at June 30, 2000 $ 112,327 $ 29,074 $ 1,795 $ 143,196
=========== =========== ============= ============
</TABLE>
<PAGE> 8
JP REALTY, INC.
NOTES TO FINANCIAL STATEMENTS
(UNAUDITED)
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)
4. MINORITY INTEREST (CONTINUED)
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.
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 six months ended June 30, 2000,
distributions for the Series A, Series B and Series C Preferred Units were
approximately $558, $4,251 and $117, respectively.
5. STOCKHOLDERS' EQUITY
The following table summarizes changes in stockholders' equity since
December 31, 1999:
<TABLE>
<CAPTION>
ACCUMULATED
ADDITIONAL DISTRIBUTIONS
PAID-IN IN EXCESS OF
SHARES* STOCK CAPITAL NET INCOME TOTAL
---------- ----------- ---------- ------------- ------------
<S> <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 Converted 125 -- 1 -- 1
Net Income for the Period -- -- -- 10,695 10,695
Repurchase of Common Stock (606,500) -- (10,632) -- (10,632)
Dividends Paid -- -- -- (7,766) (7,766)
Dividends Accrued -- -- -- (7,766) (7,766)
---------- ----------- ---------- ------------- ------------
Stockholders' Equity at June 30, 2000 16,219,290 $ 2 $ 208,501 $ (40,326) $ 168,177
========== =========== ========== ============= ============
</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 six months ended June 30, 2000, 606,500 additional shares of
stock were purchased for $10,632. All shares which have been repurchased have
been retired.
6. 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.
<PAGE> 9
JP REALTY, INC.
NOTES TO FINANCIAL STATEMENTS
(UNAUDITED)
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)
6. SEGMENT INFORMATION (CONTINUED)
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 10,291,000 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 3,362,000 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.
The table below presents information about the Company's reportable
segments for the six months ending June 30:
<TABLE>
<CAPTION>
REGIONAL COMMUNITY COMMERCIAL
MALLS CENTERS PROPERTIES OTHER TOTAL
----------- ------------ ------------ ----------- ------------
<S> <C> <C> <C> <C> <C>
2000
----
Total Revenues $ 53,725 $ 9,182 $ 3,808 $ 438 $ 67,153
Property Operating Expenses (1) 15,894 2,315 796 12 19,017
----------- ------------ ------------ ----------- -----------
Property NOI (2) 37,831 6,867 3,012 426 48,136
Unallocated Expenses (3) -- -- -- (31,979) (31,979)
Unallocated Minority Interest (4) -- -- -- (7,091) (7,091)
Unallocated Other(5) -- -- -- 1,629 1,629
Consolidated Net Income -- -- -- -- 10,695
Additions to Real Estate Assets 15,971 843 407 -- 17,221
Total Assets (6) 646,292 83,232 30,644 16,667 776,835
1999
----
Total Revenues $ 48,559 $ 10,625 $ 3,634 $ 501 $ 63,319
Property Operating Expenses (1) 14,719 2,070 828 -- 17,617
----------- ------------ ------------ ----------- -----------
Property NOI (2) 33,840 8,555 2,806 501 45,702
Unallocated Expenses (3) -- -- -- (30,855) (30,855)
Unallocated Minority Interest (4) -- -- -- (3,433) (3,433)
Consolidated Net Income -- -- -- -- 11,414
Additions to Real Estate Assets 21,048 4,820 746 74 26,688
Total Assets (6) 610,582 83,785 31,119 20,980 746,466
</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 or real state as listed in the
consolidated statement of operations.
(6) Unallocated other total assets include cash, corporate offices,
miscellaneous real estate and deferred financing costs.
<PAGE> 10
JP REALTY, INC.
NOTES TO FINANCIAL STATEMENTS
(UNAUDITED)
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)
7. 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 six
months ended June 30, 2000 and 1999, respectively.
<TABLE>
<CAPTION>
JUNE 30, JUNE 30,
2000 1999
-------------- --------------
<S> <C> <C> <C>
SUPPLEMENTAL DISCLOSURE OF NON-CASH TRANSACTIONS
The following non-cash transactions occurred:
Dividends accrued for stockholders not paid $ 7,766 $ 8,184
Distributions accrued for unitholders not paid $ 1,745 $ 1,710
</TABLE>
8. SUBSEQUENT EVENTS
On July 28, 2000, the Operating Partnership replaced its 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 80 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 old Credit Facility on July 28,
2000.
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.
<PAGE> 11
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 June 30,
2000 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 June 30, 1999,
development activities added a combined 473,700 square feet of total gross
leasable area ("GLA") to the retail portfolio (46,500 in June 1999, 6,000 in
September 1999, 335,000 in October 1999, 74,000 in November 1999 and 12,200 in
December 1999).
REVENUE RECOGNITION
On January 1, 2000, the Company stopped accruing revenues for percentage
and overage rents 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 the Staff Accounting Bulletin No. 101 "Revenue
Recognition," percentage and overage rents revenue and total revenues were
restated and reduced by $830 and $1,408 during the three and six months ended
June 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 six months ended June
30, 1999 would have been $5,741 and $12,579,
respectively, and basic and diluted earnings per share would have been $0.33
and $0.32 for the three months, and $0.71 and $0.71 for the six months,
respectively.
RESULTS OF OPERATIONS
COMPARISON OF SIX MONTHS ENDED JUNE 30, 2000 TO SIX MONTHS ENDED JUNE 30,
1999 (DOLLARS IN THOUSANDS)
Total revenues for the six months ended June 30, 2000 increased $3,834 or
6% to $67,153 as compared to $63,319 in 1999.
This increase is primarily attributable to a $1,318 or 3% increase in
minimum rents to $49,487 as compared to $48,169 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 $1,845 to the minimum rent increase. The remaining growth in
minimum rents was the result of internal growth offset by $1,957 from a one-
time, non-cash transaction recorded in 1999.
Other revenues increased $1,196 to $1,405 as compared to $209 in 1999.
This increase is due to redevelopment agency sums for the current period plus
the final settlement of such sums related to 1999.
Revenues recognized from straight-line rents were $799 in 2000 and $623
in 1999.
Recoveries from tenants increased $1,266 or 9% to $15,193 as compared to
$13,927 in 1999. Property operating expenses, including operating and
maintenance, and real estate taxes and insurance increased $936 or 9%
and $464 or 7%, respectively. The
<PAGE> 12
opening of the Mall at Sierra Vista and Cinemark Theatre at Provo Towne Center
contributed $366 to recoveries from tenants, $352 to property operating
expenses, including operating and maintenance, and $249 to real estate taxes
and insurance. Recoveries from tenants as a percentage of property operating
expenses were 80% in 2000 compared to 79% in 1999.
General and administrative expense decreased $354 or 10% to $3,177 in
2000 as compared to $3,531 in 1999. The decrease is primarily due to decreased
insurance expenses related to the Company's health insurance plan and decreased
legal expenses.
Depreciation and amortization increased $1,086 or 9% to $13,711 as
compared to $12,625 in 1999. This increase is attributable to higher
depreciation expense from newly developed GLA offset by the effect of changes
in asset lives on certain tenant improvements in 1999.
Interest expense increased $392 or 3% to $15,091 as compared to $14,699
in 1999. This increase resulted from higher interest rates on lower borrowings
and a decrease in capitalized interest due to completed GLA. Interest
capitalized on projects under development was $800 in 2000 as compared to
$1,039 in 1999.
The Operating Partnership completed three preferred unit transactions.
One in each of the second and third quarters of 1999 and second quarter 2000,
which resulted in net proceeds of approximately $112,327. The Company
used approximately $110,100
<PAGE> 13
to reduce borrowings. The reduction of net income for the six months ended
June 30, 2000 associated with issuing the preferred units was approximately
$322.
Gain on sale of real estate in 2000 was $1,629 as compared to no sales in
1999.
COMPARISON OF THREE MONTHS ENDED JUNE 30, 2000 TO THREE MONTHS ENDED JUNE
30, 1999 (DOLLARS IN THOUSANDS)
Total revenues for the three months ended June 30, 2000 increased $3,346 or
11% to $34,254 as compared to $30,908 in 1999.
This increase is primarily attributable to a $1,739 or 7% increase in
minimum rents to $24,954 as compared to $23,215 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 $990 to the minimum rent increase. The remaining growth in minimum
rents was the result of other internal growth.
Other revenues increased $1,010 to $1,077 as compared to $67 in 1999. This
increase is due to redevelopment agency sums for the current period plus the
final settlement of such sums related to 1999.
Revenues recognized from straight-line rents were $402 in 2000 and $343 in
1999.
Recoveries from tenants increased $585 or 8% to $7,744 as compared to
$7,159 in 1999. Property operating expenses, including operating and
maintenance, and real estate taxes and insurance increased $755 or 14% and $96
or 3%, respectively. The opening of The Mall at Sierra Vista and Cinemark
Theatre at Provo Towne Center contributed $135 to recoveries from tenants, $156
to property operating expenses, including operating and maintenance, and $117
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 $179 or 10% to $1,558 in 2000
as compared to $1,737 in 1999. The decrease is primarily due to decreased
insurance expenses related to the Company's health insurance plan and decreased
legal expenses.
Depreciation and amortization decreased $14 to $6,773 from $6,787 in 1999.
The decrease is the result of charges from changes in asset lives on certain
tenant improvements in 1999 for $638 offset by the increase from newly
developed GLA.
Interest expense increased $302 or 4% to $7,642 as compared to $7,340 in
1999. This increase resulted from higher interest rates on lower borrowings
and a decrease in capitalized interest due to completed GLA. Interest
capitalized on projects under development was $420 in 2000 as compared to $534
in 1999.
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
<PAGE> 13
to reduce borrowings. The reduction of net income for the quarter ended
June 30, 2000 associated with issuing the preferred units was $128.
Gain on sale of real estate was $1,386 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 June 30, 2000, the Company declared a dividend
of $.48 per share payable July 18, 2000 to the stockholders of record as of
July 7, 2000.
The Company's principal source of liquidity is its cash flow from
operations generated from its real estate investments. As of June 30, 2000,
the Company's cash and restricted cash amounted to approximately $9.5 million.
In addition to its cash and restricted cash, unused capacity under its Credit
Facility at June 30, 2000, totaled $98 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 new 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 June 30, 2000, the Company's total outstanding indebtedness was
approximately $439.0 million. Such indebtedness included: (i) the outstanding
balance on the $200 million Credit Facility which equaled $92.5 million at June
30, 2000 and was paid-off with borrowings from the new 2000 Credit Facility on
July 28, 2000 (note 8) which is due July 28, 2003; (ii) the $12 million 8.5%
note secured by real estate, which required a balloon payment of approximately
$11.9 million and was paid-off with borrowings from the new 2000 Credit
Facility on August 1, 2000 (note 8); (iii) the $61.2 million 6.37% notes
secured by real estate which mature in January 2001; (iv) the Provo Towne
Centre construction loan of approximately $43.8 million which is due in July
2001; (v) the Spokane Valley Mall construction loan of $41.6 million which is
due in August 2001; (vi) the $100 million senior notes principal payable of $25
million a year beginning March 2005; and (vii) the $83 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 $7.7 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.
Additional long-term capital needs of the Company relate to the expansion
of NorthTown Mall, an enclosed regional mall in Spokane, Washington, through
its consolidated partnership Price Spokane, Limited Partnership. The project
is expected to be completed in the third quarter of 2000 and will add
approximately 95,000 square feet of GLA. At June 30, 2000, the Operating
Partnership had expended an aggregate of approximately $14 million for
expansion costs and anticipates expending an additional $8 million to complete
the project, which will be funded by the new 2000 Credit Facility. The Company
is currently involved in smaller expansion and renovation projects at several
of its properties, which will also be financed by the new 2000 Credit Facility.
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 new 2000
<PAGE> 14
Credit Facility together with equity and debt offerings and individual
property financing. 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 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 June 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 its new 2000 Credit
Facility as well as other debt and equity financings, including public
financing. The Company's ratio of debt-to-total market capitalization was
approximately 48% at June 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 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 Company assumes no obligation to update any
such forward looking statement. It is important to note that the Company's
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 availability of acceptable financing, the relative illiquidity of real
property investments, the potential bankruptcy of tenants and the development,
redevelopment or expansion of properties.
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. Even though its philosophy is to maintain a fairly low
tolerance to interest rate fluctuation risk, the Company is still vulnerable,
however, 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
June 30, 2000, the Company had approximately $261,157,000 of fixed rate debt,
which consisted of $100,000,000 unsecured senior notes and $161,157,000 in
mortgages and notes secured by real estate. The various fixed rate debt
instruments mature starting in the year 2000 through 2095. The weighted average
rate of interest on the fixed rate debt was approximately 7.0% for the six
months ended June 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. At June 30, 2000, the Company had approximately
$12,027,000 in fixed rate debt maturing during 2000. On August 1, 2000, the
Company paid-off $11,950,000 of this fixed rate debt using borrowings from its
new 2000 Credit Facility (note 8).
The Company's 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 June 30, 2000, the Company had approximately
$177,892,000 in outstanding variable rate debt. The weighted average rate of
interest on the variable interest rate debt was approximately 7.4% for the six
months ended June 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 $1,778,000, 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> 15
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
---------------------------------------------------
An Annual Meeting of Stockholders was held on May 3, 2000 in Salt Lake
City, Utah. At the Annual Meeting, the stockholders voted to elect two
directors to serve a three year term on the Company's Board of Directors and to
ratify the appointment of PricewaterhouseCoopers LLP as the Company's
independent auditors for the fiscal year ending December 31, 2000.
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
VOTED SHARES
FOR WITHHELD
<S> <C> <C>
------------ ------------
Mr. G. Rex Frazier 13,569,449 502,351
Mr. Blaine Huntsman 13,816,019 502,351
</TABLE>
The following votes were cast by the stockholders with respect to the
resolution to ratify the Board of Director's appointment of
PricewaterhouseCoopers LLP as the Company's independent auditors for the fiscal
year ending December 31, 2000.
<TABLE>
<CAPTION>
SHARES SHARES
VOTED VOTED SHARES
FOR AGAINST ABSTAINED
----------- ---------- ----------
<S> <C> <C> <C>
14,473,834 23,522 156,120
</TABLE>
ITEM 5. OTHER INFORMATION
-----------------
Not applicable.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
--------------------------------
(A) EXHIBITS
<PAGE> 16
<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> 17
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
------
<S> <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.
***** 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> <C>
(b) CURRENT REPORTS ON FORM 8-K
None
</TABLE>
<PAGE> 18
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>
August 10, 2000 /s/ G. Rex Frazier
------------------------------- -------------------------------------
(Date) G. Rex Frazier
PRESIDENT, CHIEF OPERATING OFFICER,
AND DIRECTOR
August 10, 2000 /s/ M. Scott Collins
------------------------------- --------------------------------------
(Date) M. Scott Collins
VICE PRESIDENT--CHIEF FINANCIAL OFFICER
(PRINCIPAL FINANCIAL
& ACCOUNTING OFFICER)
</TABLE>
<PAGE>
EXHIBIT INDEX
<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>
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.
***** 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>
<PAGE>
