<PAGE>
===========================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-------------------------------------------
FORM 8-K/A
Amendment No. 1
Current Report
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): December 23, 1998 (December
31, 1997)
--------------------------------
JDN Realty Corporation
(Exact name of registrant as Specified in its Charter)
Maryland 1-12844 58-1468053
(State or Other (Commission File Number) (IRS
Jurisdiction of Employer
Incorporation) Identification
Number)
359 East Paces Ferry Road
Suite 400
Atlanta, Georgia 30305
(Address of principal executive offices) (Zip Code)
(404) 262-3252
(Registrant's telephone number, including Area Code)
=========================================================
<PAGE>
Item 5. Other Events
------------
On February 4, 1998, JDN Realty Corporation (the "Company") acquired a
portfolio of five shopping centers in Milwaukee, Wisconsin containing an
aggregate of approximately 1.1 million square feet (the "Milwaukee
Acquisitions") from two third parties for an aggregate purchase price of
approximately $58.5 million. The two third party sellers are related to one
another but are unrelated to the Company. The Company financed the purchase of
the Milwaukee Acquisitions with an advance under its unsecured line of credit,
assumption of secured indebtedness of $5.4 million, and sponsored a limited
partnership that issued limited partnership units valued at $3.0 million in a
limited partnership formed to own and operate one of the shopping centers.
Subject to certain conditions, the limited partnership units are exchangeable
for cash or 139,535 shares of the Company's common stock beginning in February
1999.
On January 23, 1998, the Company filed a Current Report on Form 8-K
disclosing certain financial information on the Company and the Milwaukee
Acquisitions. This Current Report on Form 8-K/A amends the previously filed
Current Report on Form 8-K and provides additional financial information on
the Company and the Milwaukee Acquisitions.
Financial statements for these acquired properties and pro forma
financial information for the Company related to these acquisitions are
included in this report.
<PAGE>
Item 7. Financial Statements, Pro forma Financial Information and Exhibits
------------------------------------------------------------------
The following financial statements, pro forma financial information and
exhibits are filed as part of this report:
A. Financial statements of real estate acquired, pursuant to Rule 3-14 of
Regulation S-X:
Milwaukee Acquisitions
----------------------
Report of Independent Auditors
Combined Statements of Revenue and Certain Expenses
- Year ended December 31, 1996
- Nine months ended September 30, 1997
Notes to combined statements of revenue and certain expenses
B. Pro forma financial information required pursuant to Article 11 of
Regulation S-X:
Pro Forma consolidated balance sheet of the Company
- September 30, 1997
Pro forma consolidated statements of income of the Company
- Year ended December 31, 1996
- Nine months ended September 30, 1997
The unaudited pro forma balance sheet is based on the historical
consolidated balance sheet of the Company as of September 30, 1997 as if the
Company had acquired the Milwaukee Acquisitions on September 30, 1997. Included
in this historical consolidated balance sheet of the Company are the effects of
acquisitions made prior to September 30, 1997, including The Junction Shopping
Center, River Hills Shopping Center, Midway Plaza Shopping Center and Bermuda
Square Shopping Center.
The unaudited pro forma consolidated statements of operations are based
upon the historical consolidated statements of operations of the Company, the
Milwaukee Acquisitions, The Junction Shopping Center, River Hills Shopping
Center, Midway Plaza Shopping Center and Bermuda Square Shopping Center for the
year ended December 31, 1996 and the nine months ended September 30, 1997 and
are presented as if the Company had acquired the Milwaukee Acquisitions on
January 1, 1996 and 1997, respectively.
These unaudited pro forma financial statements should be read in
conjunction with the following:
. the combined statements of revenue and certain expenses and notes thereto of
the Milwaukee Acquisitions included in this report;
. the statements of revenue and certain expenses and notes thereto of The
Junction Shopping Center, River Hills Shopping Center, Midway Plaza Shopping
Center and Bermuda Square Shopping Center included in the Company's Current
Report on Form 8-K dated September 26, 1997;
<PAGE>
. the consolidated financial statements of the Company included in its annual
report on Form 10-K for the year ended December 31, 1996; and
. the unaudited interim financial statements of the Company on Form 10-Q for
the nine months ended September 30, 1997 and 1998.
These unaudited pro forma financial statements are not necessarily indicative of
what the actual results of the Company would have been assuming the transactions
had been completed as set forth above nor are they indicative of future
operating results of the Company.
C. Exhibits
Exhibits 23. Consent of Independent Auditors
<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 hereunto duly authorized.
JDN REALTY CORPORATION
By: /s/ William J. Kerley
-----------------------
William J. Kerley
Senior Vice President and
Chief Financial Officer
Date: December 23, 1998
---------------------
<PAGE>
Report of Independent Auditors
Shareholders and Board of Directors
JDN Realty Corporation
We have audited the combined statement of revenue and certain expenses of the
Milwaukee Acquisitions as described in Note 1 for the year ended December 31,
1996. This combined statement of revenue and certain expenses is the
responsibility of the Milwaukee Acquisitions' management. Our responsibility is
to express an opinion on this combined statement of revenue and certain expenses
based on our audit.
We conducted our audit in accordance with generally accepted auditing standards.
Those standards require that we plan and perform the audit to obtain reasonable
assurance about whether the combined statement of revenue and certain expenses
is free of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the combined statement of
revenue and certain expenses. An audit also includes assessing the accounting
principles used and significant estimates made by management, as well as
evaluating the overall presentation of the combined statement of revenue and
certain expenses. We believe that our audit of the combined statement of revenue
and certain expenses provides a reasonable basis for our opinion.
The accompanying combined statement of revenue and certain expenses was prepared
for the purpose of complying with the rules and regulations of the Securities
and Exchange Commission for inclusion in a Form 8-K (as amended by a Form 8-K/A)
of JDN Realty Corporation as described in Note 1 and is not intended to be a
complete presentation of the Milwaukee Acquisitions' combined revenue and
expenses.
In our opinion, the combined statement of revenue and certain expenses referred
to above presents fairly, in all material respects, the combined revenue and
certain expenses of the Milwaukee Acquisitions for the year ended December 31,
1996 in conformity with generally accepted accounting principles.
Ernst & Young LLP
Atlanta, Georgia
November 25, 1998
<PAGE>
Milwaukee Acquisitions
Combined Statements of Revenue and Certain Expenses
Year ended Nine months ended
December 31, September 30,
1996 1997
------------------------------------------
(Unaudited)
Revenue:
Minimum and percentage rents $4,914,124 $3,969,002
Recoveries from tenants 2,301,357 2,036,472
Electrical revenue 1,196,221 899,224
Interest income 49,786 16,209
Other income 3,032 2,452
------------------------------------------
Total revenue 8,464,520 6,923,359
Certain expenses:
Operating and maintenance 1,308,519 1,228,827
Real estate taxes 1,218,024 941,996
Cost of electricity 969,915 743,956
------------------------------------------
Total certain expenses 3,496,458 2,914,779
------------------------------------------
Revenue in excess of certain expenses $4,968,062 $4,008,580
==========================================
See accompanying notes.
<PAGE>
Milwaukee Acquisitions
Notes to Combined Statements of Revenue and Certain Expenses
Year ended December 31, 1996
and nine months ended September 30, 1997 (Unaudited)
1. Summary of Significant Accounting Policies
Basis of Presentation
The accompanying combined statements of revenue and certain expenses relate to
the combined operations of Marketplace at Brown Deer, Brown Deer Center,
Shoppers World of Brookfield, West Allis Center and Pointe Loomis retail
shopping centers (collectively, the "Milwaukee Acquisitions"). The Milwaukee
Acquisitions are located in Milwaukee, Wisconsin and have a combined total of
approximately 1.1 million gross leasable square feet. During February 1998, JDN
Realty Corporation (the "Company") acquired the Milwaukee Acquisitions from two
third parties who are related to each other but are unrelated to the Company.
The accompanying combined statements of revenue and certain expenses were
prepared for the purpose of complying with the rules and regulations of the
Securities and Exchange Commission for inclusion in a Form 8-K (as amended by a
Form 8-K/A) of the Company. The combined statements are not representative of
the combined actual operations of the Milwaukee Acquisitions for the periods
presented nor indicative of future combined operations as certain expenses,
primarily consisting of mortgage interest expense, depreciation, amortization,
management fees and corporate expenses have been excluded.
Revenue Recognition
Minimum base rentals are recognized as revenue on a straight-line basis over the
terms of the operating leases. Tenants are required to pay contingent rentals
based on common area maintenance expenses, and such contingent rentals are
recognized as revenue when earned. Additionally, certain tenants pay incremental
rental amounts based on sales volumes and these percentage rentals are
recognized as earned.
Use of Estimates
The preparation of the combined statements of revenue and certain expenses in
conformity with generally accepted accounting principles requires management to
make estimates and assumptions that affect the reported amounts of combined
revenue and expenses during the reporting period. Actual results could differ
from these estimates.
<PAGE>
Milwaukee Acquisitions
Notes to Combined Statements of Revenue and Certain Expenses (continued)
2. Leases and Significant Tenants
The tenant base includes primarily national or regional retail chains and local
retailers, and consequently the Milwaukee Acquisitions' credit risk is
concentrated in the retail industry.
The significant tenants of the Milwaukee Acquisitions and the minimum rents from
these tenants, as a percentage of combined total minimum rents for the periods
indicated, were as follows:
Year ended Nine months ended
Tenant Shopping Center December 31, 1996 September 30, 1997
- --------------------------------------------------------------------------------
(Unaudited)
Kohl's Brown Deer Center 17.0% 15.9%
West Allis
Pointe Loomis
Pick N Save Brown Deer Center 18.2% 16.9%
Marketplace at Brown Deer
West Allis
Pointe Loomis
HomeGoods Shoppers World of Brookfield 23.7% 22.0%
West Allis
Marketplace at Brown Deer
<PAGE>
JDN REALTY CORPORATION
PRO FORMA CONSOLIDATED BALANCE SHEET
September 30, 1997
(Dollars in thousands, except per share data)
<TABLE>
<CAPTION>
JDN Realty JDN Realty
Corporation Pro Forma Corporation
Historical (A) Adjustments Pro Forma
----------------- ----------------- -----------------
(Unaudited)
<S> <C> <C> <C>
ASSETS
Shopping center properties, at cost:
Land $ 66,980 $ 8,777 (B) $ 75,685
Buildings and improvements 347,605 49,736 (B) 397,341
Property under development 65,501 - 65,501
----------------- ----------------- -----------------
480,014 58,513 538,527
Less: accumulated depreciation and amortization (35,358) - (35,358)
----------------- ----------------- -----------------
Shopping center properties, net 444,656 58,513 503,169
Cash and cash equivalents 2,207 - 2,207
Restricted cash - escrow 186 - 186
Rents receivables 1,940 - 1,940
Investments in and advances to unconsolidated entities 69,376 - 63,376
Deferred costs, net of amortization 4,362 - 4,362
Other assets 11,470 - 11,470
----------------- ----------------- -----------------
$ 534,197 $ 58,513 $ 592,710
================= ================= =================
LIABILITIES AND SHAREHOLDERS' EQUITY
Liabilities
Unsecured line of credit $ 71,715 $ 50,120 (C) $ 121,835
Mortgage notes payable 13,657 5,393 (D) 19,050
Bonds payable 159,495 - 159,495
Accounts payable and accrued expenses 3,671 - 3,671
Other liabilities 2,114 - 2,114
----------------- ----------------- -----------------
Total Liabilities 250,652 55,513 306,165
Third party investors' interests - 3,000 (E) 3,000
Shareholders' Equity
Preferred stock, par value $.01 per share-
authorized 20,000,000 shares, none outstanding - - -
Common stock, par value $.01 per share-
authorized 150,000,000 shares, issued and
outstanding 15,461,612 shares 155 - 155
Paid-in capital 290,479 - 290,479
Accumulated deficit (7,089) - (7,089)
----------------- ----------------- -----------------
Total Shareholders' Equity 283,545 - 283,545
----------------- ----------------- -----------------
$ 534,197 $ 58,513 $ 592,710
================= ================= =================
</TABLE>
SEE NOTES TO PRO FORMA CONSOLIDATED BALANCE SHEET
<PAGE>
NOTES TO PRO FORMA CONSOLIDATED BALANCE SHEET
SEPTEMBER 30, 1997
(UNAUDITED)
(A) Represents the historical consolidated balance sheet of JDN Realty
Corporation (the "Company") as of September 30, 1997. Included in this
balance sheet are the effects of acquisitions made prior to September
30, 1997, including The Junction Shopping Center, River Hills Shopping
Center, Midway Plaza Shopping Center and Bermuda Square Shopping
Center. No pro forma adjustments are included for acquisitions made
prior to September 30, 1997.
(B) Represents the allocated purchase price for the Milwaukee Acquisitions.
(C) Represents the financing of the purchase price of the Milwaukee
Acquisitions with an advance under the Company's unsecured line of
credit.
(D) Represents a mortgage loan which the Company assumed in the purchase of
the Milwaukee Acquisitions.
(E) Represents third party investor' interests in a limited partnership
formed to acquire and operate one of the properties in the Milwaukee
Acquisitions which is consolidated for financial reporting purposes.
<PAGE>
JDN Realty Corporation
Pro Forma Consolidated Statement of Income
Year Ended December 31, 1996
(In thousands, except per share data)
<TABLE>
<CAPTION>
JDN Realty The Junction River Hills Midway Plaza
Corporation Shopping Shopping Shopping
Historical (A) Center (B) Center (C) Center (D)
--------------- --------------- ------------ ---------------
<S> <C> <C> <C> <C>
Revenues:
Minimum and percentage rents $ 32,933 $ 491 $ 229 $ 740
Recoveries from tenants 3,475 128 10 86
Other revenue 215 - 850 -
--------------- --------------- ------------ ---------------
Total revenues 36,623 619 1,089 826
Operating expenses:
Operating and maintenance 2,586 116 9 45
Real estate taxes 1,817 39 3 61
General and administrative 3,367 - - -
Depreciation and amortization 7,786 - - -
--------------- --------------- ------------ ---------------
Total operating expenses 15,556 155 12 106
--------------- --------------- ------------ ---------------
Income from operations 21,067 464 1,077 720
Other income (expense):
Interest expense, net (5,868) - - -
Other income (expense), net 83 - 3 7
Equity in net income of unconsolidated entities 1,415 - - -
--------------- --------------- ------------ ---------------
Income before minority interest in net income
of consolidated subsidiary, net gain (loss) on real
estate sales and extraordinary items 16,697 464 1,080 727
Minority interest in net income of consolidated subsidiary - - - -
--------------- --------------- ------------ ---------------
Income before net loss on real estate sales and
extraordinary items 16,697 464 1,080 727
Net loss on real estate sales (15) - - -
--------------- --------------- ------------ ---------------
Income before extraordinary items 16,682 464 1,080 727
Extraordinary items - - - -
--------------- --------------- ------------ ---------------
Net income $ 16,682 $ 464 $ 1,080 $ 727
=============== =============== ============ ===============
Net income per share - basic (K):
Income before extraordinary items $ 1.00
Extraordinary items -
---------------
Net income $ 1.00
===============
Net income per share - diluted (K):
Income before extraordinary items $ 1.00
Extraordinary items -
---------------
Net income $ 1.00
===============
Weighted average shares outstanding (K) 16,629
Diluted shares outstanding (K) 86
---------------
Weighted average shares outstanding with diluted shares (K) 16,715
===============
<CAPTION>
Bermuda Square JDN Realty
Shopping Milwaukee Pro Forma Corporation
Center (E) Acquisitions (F) Adjustments Pro Forma
----------------- ------------------ --------------- -------------
<S> <C> <C> <C> <C>
Revenues:
Minimum and percentage rents $ 1,034 $ 4,914 - 40,341
Revenues from tenants 148 3,498 - 7,345
Other revenues - 3 - 1,068
----------------- ------------------ --------------- -------------
Total revenues 1,182 8,415 - 48,754
Operating expenses:
Operating and maintenance 127 2,278 - 5,161
Real estate taxes 81 1,218 - 3,219
General and administrative - - - 3,367
Depreciation and amortization - - 2,126 (G) 9,912
----------------- ------------------ --------------- ------------
Total operating expenses 208 3,496 2,126 21,659
----------------- ------------------ --------------- ------------
Income from operations 974 4,919 (2,126) 27,095
Other income (expense):
Interest expense, net - - (5,637) (H) (11,505)
Other income (expense), net 24 50 - 167
Equity in net income of unconsolidated entities - - (557) (I) 858
----------------- ------------------ --------------- ------------
Income before minority interest in net income
of consolidated subsidiary, net gain (loss) on real
estate sales and extraordinary items 998 4,969 (8,320) 16,615
Minority interest in net income of consolidated subsidiary - - (175) (J) (175)
----------------- ------------------ --------------- ------------
Income before net loss on real estate sales and
extraordinary items 998 4,969 (8,495) 16,440
Net loss on real estate sales - - - (15)
----------------- ------------------ --------------- ------------
Income before extraordinary items 998 4,969 (8,495) 16,425
Extraordinary items - - - -
----------------- ------------------ --------------- ------------
Net income $ 998 $ 4,969 $ (8,495) $ 16,425
================= ================== =============== ============
Net income per share - basic (K):
Income before extraordinary items $ 0.99
Extraordinary items -
------------
Net income $ 0.99
============
Net income per share - diluted (K):
Income before extraordinary items $ 0.98
Extraordinary items -
------------
Net income $ 0.98
============
Weighted average shares outstanding (K) 16,629
Diluted shares outstanding (K) 86
------------
Weighted average shares outstanding with diluted shares (K) 16,715
============
</TABLE>
SEE NOTES TO PRO FORMA CONSOLIDATED STATEMENT OF INCOME
<PAGE>
NOTES TO PRO FORMA CONSOLIDATED STATEMENT OF INCOME
YEAR ENDED DECEMBER 31, 1996
(UNAUDITED)
(A) Represents the historical consolidated statement of income of JDN
Realty Corporation (the "Company") for the year ended December 31,
1996.
(B) Represents the revenue and certain expenses of The Junction Shopping
Center for the period from March 25, 1996 (date of commencement of
operations) to December 31, 1996.
(C) Represents the revenue and certain expenses of River Hills Shopping
Center for the period from September 13, 1996 (date of commencement of
operations) to December 31, 1996.
(D) Represents the revenue and certain expenses of Midway Plaza Shopping
Center for the year ended December 31, 1996.
(E) Represents the revenue and certain expenses of Bermuda Square Shopping
Center for the year ended December 31, 1996.
(F) Represents the revenue and certain expenses of the Milwaukee
Acquisitions for the year ended December 31, 1996.
(G) Represents depreciation expense related to the portion of the purchase
price allocated to building using a 31.5 year life for the following:
The Junction Shopping Center $ 130,000
River Hills Shopping Center 21,000
Midway Plaza Shopping Center 160,000
Bermuda Square Shopping Center 236,000
Milwaukee Acquisitions 1,579,000
-----------
$2,126,000
===========
(H) Represents interest expense assuming the Company incurred or assumed
indebtedness at the beginning of the period to finance these
acquisitions. The effect on interest expense of each of the
acquisitions is as follows:
The Junction Shopping Center $ 448,000
River Hills Shopping Center 37,000
Midway Plaza Shopping Center 418,000
Bermuda Square Shopping Center 632,000
Milwaukee Acquisitions 4,102,000
-----------
$5,637,000
===========
<PAGE>
(I) Represents elimination of the Company's income from its 50% interests
in the limited liability companies which owned River Hills Shopping
Center and Midway Plaza Shopping Center.
(J) Represents the third party investors' share of the net income of the
limited partnership formed to acquire one of the Milwaukee Acquisitions
which is consolidated for financial reporting purposes.
(K) Historical earnings per share information has been restated to reflect
the adoption of Statement of Financial Accounting Standards No. 128,
Earnings per Share, and to reflect a 3-for-2 stock split effective June
30, 1998.
<PAGE>
JDN Realty Corporation
Pro Forma Consolidated Statement of Income
Nine Months Ended September 30, 1997
(Unaudited)
(In thousands, except per share data)
<TABLE>
<CAPTION>
JDN Realty The Junction River Hills Midway Plaza
Corporation Shopping Shopping Shopping
Historical (A) Center (B) Center (C) Center (D)
--------------- --------------- -------------- ---------------
<S> <C> <C> <C> <C>
Revenues:
Minimum and percentage rents $ 30,303 $ 115 $ 624 $ 425
Recoveries from tenants 3,111 21 87 50
Other revenue 118 - - -
--------------- --------------- -------------- ---------------
Total revenues 33,532 136 711 475
Operating expenses:
Operating and maintenance 2,273 24 30 21
Real estate taxes 1,665 9 58 38
General and administrative 2,943 - - -
Depreciation and amortization 7,125 - - -
--------------- --------------- -------------- ---------------
Total operating expenses 14,006 33 88 59
--------------- --------------- -------------- ---------------
Income from operations 19,526 103 623 416
Other income (expense):
Interest expense, net (3,297) - - -
Other income (expense), net 887 - 5 16
Equity in net income of unconsolidated entities 2,543 - - -
--------------- --------------- -------------- ---------------
Income before minority interest in net income
of consolidated subsidiary, net gain (loss) on real
estate sales and extraordinary items 19,659 103 628 432
Minority interest in net income of consolidated subsidiary - - - -
--------------- --------------- -------------- ---------------
Income before net loss on real estate sales and
extraordinary items 19,659 103 628 432
Net loss on real estate sales (352) - - -
--------------- --------------- -------------- ---------------
Income before extraordinary items 19,307 103 628 432
Extraordinary items (5,940) - - -
--------------- --------------- -------------- ---------------
Net income $ 13,367 $ 103 $ 628 $ 432
=============== =============== ============== ===============
Net income per share - basic (K):
Income before extraordinary items $ 0.87
Extraordinary items (0.27)
---------------
Net income $ 0.60
===============
Net income per share - diluted (K):
Income before extraordinary items $ 0.85
Extraordinary items (0.26)
---------------
Net income $ 0.59
===============
Weighted average shares outstanding (K) 22,282
Diluted shares outstanding (K) 385
---------------
Weighted average shares outstanding with diluted shares (K) 22,667
===============
<CAPTION>
Bermuda Square JDN Realty
Shopping Milwaukee Pro Forma Corporation
Center (E) Acquisitions (F) Adjustments Pro Forma
----------------- ---------------- --------------- --------------
<S> <C> <C> <C> <C>
Revenues:
Minimum and percentage rents $ 692 $ 3,969 $ - $ 36,128
Revenues from tenants 100 2,936 - 6,305
Other revenues - 2 - 120
----------------- ---------------- --------------- --------------
Total revenues 792 6,907 - 42,553
Operating expenses:
Operating and maintenance 81 1,973 - 4,402
Real estate taxes 62 942 - 2,774
General and administrative - - - 2,943
Depreciation and amortization - - 1,601 (G) 8,726
----------------- ---------------- --------------- --------------
Total operating expenses 143 2,915 1,601 18,845
----------------- ---------------- --------------- --------------
Income from operations 649 3,992 (1,601) 23,708
Other income (expense):
Interest expense, net - - (3,962) (H) (7,259)
Other income (expense), net 16 16 - 940
Equity in net income of unconsolidated entities - - (178) (I) 2,365
----------------- ------------------ -------------- --------------
Income before minority interest in net income
of consolidated subsidiary, net gain (loss) on
real estate sales and extraordinary items 665 4,008 (5,741) 19,754
Minority interest in net income of consolidated subsidiary - - (137) (J) (137)
----------------- ------------------ --------------- --------------
Income before net loss on real estate sales and
extraordinary items 665 4,008 (5,878) 19,617
Net loss on real estate sales - - - (352)
----------------- ------------------ --------------- --------------
Income before extraordinary items 665 4,008 (5,878) 19,265
Extraordinary items - - - (5,940)
----------------- ------------------ --------------- --------------
Net income $ 665 $ 4,008 $ (5,878) $ 13,325
================= ================== =============== ==============
Net income per share - basic (K):
Income before extraordinary items $ 0.86
Extraordinary items (0.27)
--------------
Net income $ 0.59
==============
Net income per share - diluted (K):
Income before extraordinary items $ 0.84
Extraordinary items (0.36)
--------------
Net income $ 0.58
==============
Weighted average shares outstanding (K) 22,282
Diluted shares outstanding (K) 385
--------------
Weighted average shares outstanding with diluted shares (K) 22,667
==============
</TABLE>
SEE NOTES TO PRO FORMA CONSOLIDATED STATEMENT OF INCOME
<PAGE>
NOTES TO PRO FORMA CONSOLIDATED STATEMENT OF INCOME
NINE MONTHS ENDED SEPTEMBER 30, 1997
(UNAUDITED)
(A) Represents the historical consolidated statement of income of JDN
Realty Corporation (the "Company") for the nine months ended September
30, 1997.
(B) Represents the revenue and certain expenses of The Junction Shopping
Center for period from January 1, 1997 to February 14, 1997 (date of
purchase by the Company).
(C) Represents the revenue and certain expenses of River Hills Shopping
Center for period from January 1, 1997 to May 28, 1997 (date of
purchase by the Company).
(D) Represents the revenue and certain expenses of Midway Plaza Shopping
Center for period from January 1, 1997 to June 26, 1997 (date of
purchase by the Company).
(E) Represents the revenue and certain expenses of Bermuda Square Shopping
Center for the nine months ended September 30, 1997.
(F) Represents the revenue and certain expenses of Milwaukee Acquisitions
for the nine months ended September 30, 1997.
(G) Represents depreciation expense related to the portion of the purchase
allocated to building using a 31.5 year life for the following:
The Junction Shopping Center $ 31,000
River Hills Shopping Center 111,000
Midway Plaza Shopping Center 98,000
Bermuda Square Shopping Center 177,000
Milwaukee Acquisitions 1,184,000
-----------
$1,601,000
===========
(H) Represents interest expense assuming the Company incurred or assumed
indebtedness at the beginning of the period to finance these
acquisitions. The effect on interest expense of each of the
acquisitions is as follows:
The Junction Shopping Center $ 100,000
River Hills Shopping Center 229,000
Midway Plaza Shopping Center 252,000
Bermuda Square Shopping Center 316,000
Milwaukee Acquisitions 3,065,000
-----------
$3,962,000
===========
<PAGE>
(I) Represents elimination of the Company's income from its 50% interests
in the limited liability companies which owned River Hills Shopping
Center and Midway Plaza Shopping Center.
(J) Represents the third party investors' share of the net income of the
limited partnership formed to acquire one of the Milwaukee Acquisitions
which is consolidated for financial reporting purposes.
(K) Historical earnings per share information has been restated to reflect
the adoption of Statement of Financial Accounting Standards No. 128,
Earnings per Share, and to reflect a 3-for-2 stock split effective June
30, 1998.
<PAGE>
INDEX TO EXHIBITS
Exhibit 23 Consent of Independent Auditors
<PAGE>
Exhibit 23
Consent of Independent Auditors
We consent to the incorporation by reference in the Registration Statement (Form
S-3 No. 333-38611) of JDN Realty Corporation and in the related prospectus, in
the Registration Statement (Form S-3 No. 33-90868) pertaining to the JDN Realty
Corporation Dividend Reinvestment and Stock Purchase Plan and the related
prospectus, and in the Registration Statement (Form S-8 No. 333-60489)
pertaining to the JDN Realty Corporation 1993 Incentive Stock Plan, JDN Realty
Corporation 1993 Non-Employee Director Stock Option Plan and JDN Realty
Corporation 1995 Stock Purchase Plan and the related prospectus of our report
dated November 25, 1998, with respect to the combined statement of revenue and
certain expenses of Marketplace at Brown Deer, Brown Deer Center, Shoppers World
of Brookfield, West Allis Center and Pointe Loomis retail shopping centers and
(collectively, the "Milwaukee Acquisitions") for the year ended December 31,
1996, included in the Current Report on Form 8-K/A of JDN Realty Corporation
dated December 23, 1998.
Ernst & Young LLP
Atlanta, Georgia
December 21, 1998
