<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-Q/A
[ X ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 1999
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 001-12844
---------
JDN REALTY CORPORATION
- --------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Maryland 58-1468053
- ------------------------------- ------------------------------------
(State or other Jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
359 East Paces Ferry Road, NE, Suite 400, Atlanta, GA 30305
-----------------------------------------------------------
(Address of principal executive offices - zip code)
(404) 262-3252
----------------------------------------------------
(Registrant's telephone number, including area code)
Not applicable
-------------------------------------------------------
(Former name, former address and former fiscal year, if
changed since last report)
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
----- -----
As of October 31, 1999, 33,850,168 shares of the Registrant's Common
Stock, $.01 par value, were outstanding.
<PAGE>
PART I
FINANCIAL INFORMATION
<TABLE>
<CAPTION>
ITEM 1. FINANCIAL STATEMENTS
Page No.
--------
<S> <C>
Condensed Consolidated Balance Sheets - September 30, 1999 and December 31, 1998 2
Condensed Consolidated Statements of Income - Three Months Ended September 30,
1999 and 1998 3
Condensed Consolidated Statements of Income - Nine Months Ended September 30,
1999 and 1998 4
Condensed Consolidated Statements of Cash Flows - Nine Months Ended September 30,
1999 and 1998 5
Notes to Condensed Consolidated Financial Statements 6
</TABLE>
1
<PAGE>
JDN REALTY CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
September 30, December 31,
1999 1998
-------------------- --------------------
(Unaudited)
(In thousands)
<S> <C> <C>
ASSETS
Shopping center properties held for use in operations, at cost:
Land $ 179,929 $ 153,111
Buildings and improvements 610,444 619,963
----------- -----------
790,373 773,074
Less: accumulated depreciation and amortization (65,696) (56,093)
----------- -----------
Shopping center properties held for use in operations, net 724,677 716,981
Shopping center properties under development 93,687 74,192
Shopping center properties held for sale 80,223 --
----------- -----------
Total shopping center properties 898,587 791,173
Cash and cash equivalents 3,372 --
Rents receivable 9,389 7,158
Investments in and advances to unconsolidated entities 172,200 151,040
Deferred costs, net of amortization 5,822 4,424
Other assets 14,069 15,127
----------- -----------
$ 1,103,439 $ 968,922
=========== ===========
LIABILITIES AND SHAREHOLDERS' EQUITY
Liabilities
Unsecured notes payable $ 334,620 $ 234,573
Unsecured lines of credit 135,000 148,519
Mortgage notes payable 80,175 42,471
Accounts payable and accrued expenses 7,432 11,550
Other liabilities 10,976 10,764
----------- -----------
Total liabilities 568,203 447,877
Third party investors' interest 4,255 3,000
Shareholders' Equity
Preferred stock, par value $.01 per share - authorized 20,000,000 shares:
9 3/8% Series A Cumulative Redeemable Preferred Stock, liquidation
preference $25 per share, issued and outstanding 2,000,000 shares in
1999 and 1998, respectively 20 20
Common stock, par value $.01 per share -
authorized 150,000,000 shares, issued and
outstanding 33,850,168 and 32,704,408 shares
in 1999 and 1998, respectively 339 327
Paid-in capital 536,399 524,787
Accumulated deficit (5,777) (7,089)
----------- -----------
530,981 518,045
----------- -----------
$ 1,103,439 $ 968,922
=========== ===========
</TABLE>
SEE NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
2
<PAGE>
JDN REALTY CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(Unaudited)
<TABLE>
<CAPTION>
Three Months Ended September 30,
1999 1998
-------------------- -------------------
(In thousands)
<S> <C> <C>
Revenues:
Minimum and percentage rents $ 23,679 $ 18,294
Recoveries from tenants 2,977 2,308
Other revenue -- 15
-------- --------
Total revenues 26,656 20,617
Operating expenses:
Operating and maintenance 2,065 1,659
Real estate taxes 1,564 1,043
General and administrative 1,878 1,866
Depreciation and amortization 5,651 4,240
-------- --------
Total operating expenses 11,158 8,808
-------- --------
Income from operations 15,498 11,809
Other income (expense):
Interest expense, net (4,693) (2,602)
Other income, net 728 226
Equity in net income of unconsolidated entities 1,056 878
-------- --------
Income before minority interest in net income of consolidated
subsidiary and net gain on real estate sales 12,589 10,311
Minority interest in net income of consolidated subsidiary (55) (50)
-------- --------
Income before net gain on real estate sales 12,534 10,261
Net gain on real estate sales 6,283 294
-------- --------
Net income 18,817 10,555
Dividends to preferred shareholders (1,172) (169)
-------- --------
Net income attributable to common shareholders $ 17,645 $ 10,386
======== ========
Net income per common share:
Basic $ 0.53 $ 0.34
======== ========
Diluted $ 0.52 $ 0.33
======== ========
</TABLE>
SEE NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
3
<PAGE>
JDN REALTY CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(Unaudited)
<TABLE>
<CAPTION>
Nine Months Ended September 30,
1999 1998
-------------------- -------------------
(In thousands)
<S> <C> <C>
Revenues:
Minimum and percentage rents $ 68,952 $ 50,590
Recoveries from tenants 9,322 6,187
Other revenue 12 95
-------------------- -------------------
Total revenues 78,286 56,872
Operating expenses:
Operating and maintenance 6,128 4,393
Real estate taxes 4,942 3,042
General and administrative 5,918 5,309
Depreciation and amortization 16,428 11,828
-------------------- -------------------
Total operating expenses 33,416 24,572
-------------------- -------------------
Income from operations 44,870 32,300
Other income (expense):
Interest expense, net (12,483) (6,428)
Other income, net 1,496 647
Equity in net income of unconsolidated entities 3,287 2,968
-------------------- -------------------
Income before minority interest in net income of consolidated
subsidiary and net gain on real estate sales 37,170 29,487
Minority interest in net income of consolidated subsidiary (160) (146)
-------------------- -------------------
Income before net gain on real estate sales 37,010 29,341
Net gain on real estate sales 6,283 379
-------------------- -------------------
Net income 43,293 29,720
Dividends to preferred shareholders (3,516) (169)
-------------------- -------------------
Net income attributable to common shareholders $ 39,777 $ 29,551
==================== ===================
Net income per common share:
Basic $ 1.20 $ 0.98
==================== ===================
Diluted $ 1.18 $ 0.96
==================== ===================
</TABLE>
SEE NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
4
<PAGE>
JDN REALTY CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
<TABLE>
<CAPTION>
Nine Months Ended September 30,
1999 1998
------------------------- ----------------------
(In thousands)
<S> <C> <C>
Net cash provided by operating activities $ 40,844 $ 35,937
Cash flows from investing activities:
Development of shopping center properties (140,314) (113,636)
Improvements to shopping center properties (937) (1,233)
Purchase of shopping center properties - (93,007)
Investments in and advances to unconsolidated entities (16,619) (50,734)
Proceeds from real estate sales 27,837 -
Other 953 (8,741)
------------------------- ----------------------
Net cash used in investing activities (129,080) (267,351)
Cash flows from financing activities:
Proceeds from unsecured lines of credit 429,041 252,053
Proceeds from mortgage notes payable 100,000 -
Proceeds from issuance of unsecured notes payable 39,454 76,548
Principal payments on unsecured lines of credit (442,559) (190,046)
Principal payments on mortgage notes payable (1,099) (358)
Proceeds from issuance of common shares, net of
underwriting commissions and offering expenses 11,238 66,792
Proceeds from issuance of preferred shares, net of
underwriting commissions and offering expenses - 48,276
Distributions paid to preferred shareholders (3,516) (169)
Distributions paid to common shareholders (38,464) (32,415)
Other (2,487) (706)
------------------------- ----------------------
Net cash provided by financing activities 91,608 219,975
------------------------- ----------------------
Increase in cash and cash equivalents 3,372 (11,439)
Cash and cash equivalents, beginning of period - 11,439
------------------------- ----------------------
Cash and cash equivalents, end of period $ 3,372 $ -
========================= ======================
</TABLE>
SEE NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
5
<PAGE>
JDN REALTY CORPORATION
Notes to Condensed Consolidated Financial Statements
(Unaudited)
September 30, 1999
1. THE COMPANY
JDN Realty Corporation (the "Company") is a real estate company which
specializes in the development and asset management of retail shopping centers
anchored by value-oriented retailers. As of September 30, 1999, the Company
owned and operated, either directly or through affiliated entities, a total of
107 shopping center properties and had 40 projects under construction. The
Company has elected to be taxed as a real estate investment trust ("REIT") for
federal income tax purposes.
The Company owns an interest in JDN Development Company, Inc. ("Development
Company"), which is structured such that the Company owns 99% of the economic
interest while J. Donald Nichols, the Company's Chairman and Chief Executive
Officer, owns the remaining 1% and controls Development Company's operations and
activities through his voting common stock ownership. As of September 30, 1999,
the Company had invested $9.8 million in Development Company in the form of
equity capital, $106.5 million in the form of secured notes receivable and $30.6
million in the form of unsecured advances.
2. BASIS OF PRESENTATION
The accompanying unaudited condensed consolidated financial statements have
been prepared in accordance with generally accepted accounting principles for
interim financial information and with the instructions to Form 10-Q and Article
10 of Regulation S-X. Accordingly, they do not include all of the information
and footnotes required by generally accepted accounting principles for complete
financial statements. In the opinion of management, all adjustments (consisting
of normal recurring accruals) considered necessary for a fair presentation have
been included. The consolidated balance sheet at December 31, 1998 has been
derived from the audited consolidated financial statements at that date.
Operating results for the three and nine month periods ended September 30, 1999
are not necessarily indicative of the results that may be expected for the year
ending December 31, 1999 or any other interim period. For further information,
refer to the consolidated financial statements and footnotes thereto included in
the Company's Annual Report on Form 10-K for the year ended December 31, 1998.
3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Income Taxes. The Company has elected to be taxed as a REIT under the
Internal Revenue Code of 1986, as amended (the "Code"). As a result, the Company
will not be subject to federal income taxes to the extent that it distributes
annually at least 95% of its taxable income to its shareholders and satisfies
certain other requirements defined in the Code. Accordingly, no provision has
been made for federal income taxes in the accompanying condensed consolidated
financial statements for the periods presented.
Earnings Per Share. Basic and diluted earnings per share were computed in
accordance with the requirements of Statement of Financial Accounting Standards
No. 128.
Reclassifications. Certain amounts as previously reported have been
reclassified to conform to the current period's presentation.
6
<PAGE>
4. DISTRIBUTIONS
On August 24, 1999, the Company's Board of Directors declared a cash
distribution of $0.395 per share to common shareholders of record on September
9, 1999. This distribution was paid on September 23, 1999.
On August 24, 1999, the Company's Board of Directors declared a cash
distribution of $0.586 per share to holders of record of the Company's 9 3/8%
Series A Cumulative Redeemable Preferred Stock on September 15, 1999. This
distribution was paid on September 30, 1999.
5. REVOLVING LINE OF CREDIT
During the third quarter of 1999, the Company amended its unsecured
revolving line of credit as follows: (1) increased the borrowing rate from LIBOR
plus 1.00% to LIBOR plus 1.15%; (2) extended the maturity date by one year from
September 1, 1999 to August 31, 2000; and (3) increased the maximum borrowings
authorized from $20.0 million to $25.0 million.
6. SHOPPING CENTER DISPOSITIONS
On August 3, 1999, the Company sold a 79,295 square foot shopping center
located in Tullahoma, Tennessee for approximately $3.7 million. The Company
recognized a $573,000 gain on this sale. The net proceeds from this sale were
used to reduce amounts outstanding under the Company's unsecured lines of
credit.
On September 30, 1999, the Company sold a 375,067 square foot shopping
center located in Cartersville, Georgia for approximately $24.4 million. The
Company recognized a $5.7 million gain on this sale. The net proceeds from this
sale were used to reduce amounts outstanding under the Company's unsecured lines
of credit.
7
<PAGE>
7. EARNINGS PER SHARE
The following table sets forth the computation of basic and diluted
earnings per share (in thousands, except per share data):
<TABLE>
<CAPTION>
Three months ended September 30, Nine Months ended September 30,
1999 1998 1999 1998
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Numerator:
Net income $ 18,817 $ 10,555 $ 43,293 $ 29,720
Dividends to preferred shareholders (1,172) (169) (3,516) (169)
------------------- ------------------- ------------------ -------------------
Net income attributable to
common shareholders $ 17,645 $ 10,386 $ 39,777 $ 29,551
=================== =================== ================== ===================
Denominator:
Weighted-average shares outstanding 33,489 30,988 33,296 30,293
Unvested restricted stock outstanding (325) (111) (159) (80)
------------------- ------------------- ------------------ -------------------
Denominator for basic earnings
per share 33,164 30,877 33,137 30,213
Dilutive effect of stock options and
unvested restricted stock 483 501 498 537
------------------- ------------------- ------------------ -------------------
Denominator for diluted earnings
per share 33,647 31,378 33,635 30,750
=================== =================== ================== ===================
Net income per common share:
Basic $ 0.53 $ 0.34 $ 1.20 $ 0.98
=================== =================== ================== ===================
Diluted $ 0.52 $ 0.33 $ 1.18 $ 0.96
=================== =================== ================== ===================
</TABLE>
Of total options outstanding, options to purchase 93,000 and 18,000 shares
of common stock for the three months ended September 30, 1999 and 1998,
respectively, were outstanding but were not included in the computation of
diluted earnings per share because the options' exercise prices were greater
than the average market price of the common shares. Therefore, the effect of
these options on earnings per share would be antidilutive.
The Company is the general partner in a limited partnership that issued
limited partnership units initially valued at $3.0 million in a limited
partnership formed to own and operate a shopping center in Milwaukee, Wisconsin.
Subject to certain conditions, the limited partnership units are exchangeable
for cash or 139,535 shares of the Company's common stock. As of September 30,
1999, none of the limited partnership units have been exchanged for shares.
Using the "if-converted" method, the dilutive effect of these units is
immaterial.
8
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
Overview
JDN Realty Corporation (the "Company") is a real estate company which
specializes in the development and asset management of retail shopping centers
anchored by value-oriented retailers. As of September 30, 1999, the Company
owned and operated, either directly or through affiliated entities, a total of
107 shopping center properties and had 40 projects under construction. The
Company has elected to be taxed as a real estate investment trust ("REIT") for
federal income tax purposes.
The Company owns an interest in JDN Development Company, Inc. ("Development
Company"), which is structured such that the Company owns 99% of the economic
interest while J. Donald Nichols, the Company's Chairman and Chief Executive
Officer, owns the remaining 1% and controls Development Company's operations and
activities through his voting common stock ownership. Current tax laws restrict
the ability of REITs to engage in certain activities, such as the sale of
certain properties and third-party fee development. Because it is not a REIT,
Development Company may engage in real estate development activities such as the
sale of all or a portion of a development project or the purchase, redevelopment
and sale of an existing real estate property without adverse tax consequences.
As of September 30, 1999, the Company had invested $9.8 million in Development
Company in the form of equity capital, $106.5 million in the form of secured
notes receivable and $30.6 million in the form of unsecured advances.
Results of Operations
Comparison of the Three Months Ended September 30, 1999 to the Three Months
Ended September 30, 1998
During 1999 and 1998, the Company began operations at 39 properties which
it developed totaling 4.1 million square feet (the "Development Properties").
During 1999 and 1998, the Company acquired 11 shopping center properties from
third parties totaling 2.1 million square feet of gross leasable area (the
"Acquisition Properties"). During 1999, the Company disposed of two properties
totaling 454,000 square feet (the "Disposition Properties"). As indicated below,
the Company's results of operations were affected by the Development Properties,
the Acquisition Properties and the Disposition Properties.
Minimum and percentage rents increased $5.4 million or 29.4% to $23.7
million for the three months ended September 30, 1999 from $18.3 million for the
same period in 1998. Of this increase, $4.4 million relates to the Development
Properties and $869,000 relates to the Acquisition Properties. These increases
are offset by a $40,000 decrease related to the Disposition Properties. The
remaining increase relates to an increase in minimum and percentage rents at
existing properties.
Recoveries from tenants increased $669,000 or 29.0% to $3.0 million for the
three months ended September 30, 1999 from $2.3 million for the same period in
1998. Of this increase, $340,000 relates to the Development Properties and
$293,000 relates to the Acquisition Properties. These increases are offset by a
$8,000 decrease related to the Disposition Properties. The remaining increase
relates to net increases in recoveries from tenants at existing properties
caused by net increases in recoverable expenses.
Other revenue decreased to zero dollars for the three months ended
September 30, 1999 from $15,000 for the same period in 1998. The decrease is the
result of the Company eliminating its third-party management and leasing
activities.
Operating and maintenance expenses increased $406,000 or 24.5% to $2.1
million for the three months ended September 30, 1999 from $1.7 million for the
same period in 1998. Of this increase, $241,000 relates to the Development
Properties, $137,000 relates to the Acquisition Properties and
9
<PAGE>
$3,000 relates to the Disposition Properties. The remaining increases are a
result of increased operating and maintenance expenses at existing properties.
Real estate taxes increased $521,000 or 49.9% to $1.6 million for the three
months ended September 30, 1999 from $1.0 million for the same period in 1998.
Of this increase, $137,000 relates to the Development Properties and $231,000
relates to the Acquisition Properties. These increases are offset by a $10,000
decrease related to the Disposition Properties. The remaining increase in real
estate taxes at existing properties is due to the fact that effective as of
January 1, 1999, the Company became responsible for paying taxes on three anchor
tenant tracts which in previous years were billed directly to and paid by the
tenants. The Company will bill the additional expense back to the tenants and
has recognized this additional revenue in recoveries from tenants.
General and administrative expenses increased $12,000 or 0.7% for the three
months ended September 30, 1999 over the same period in 1998. General and
administrative expenses as a percent of minimum and percentage rents decreased
to 7.9% for the three months ended September 30, 1999 from 10.2% for the same
period in 1998. The decrease in general and administrative expenses as a
percentage of minimum and percentage rents is a result of certain cost
containing programs initiated at the Company.
Depreciation and amortization expense increased $1.4 million or 33.3% to
$5.7 million for the three months ended September 30, 1999 from $4.2 million for
the same period in 1998. Of this increase, $1.0 million relates to the
Development Properties, $220,000 relates to the Acquisition Properties and
$120,000 relates to the Disposition Properties. The remaining increase primarily
relates to furniture and fixtures purchased in connection with the Company's
move to new corporate offices in 1998.
Interest expense, net of capitalized amounts, increased $2.1 million or
80.3% to $4.7 million for the three months ended September 30, 1999 from $2.6
million for the same period in 1998. This increase results primarily from an
increase in average debt balances between 1999 and 1998.
Other income, net increased $502,000 to $728,000 for the three months ended
September 30, 1999 from $226,000 for the same period in 1998. This increase
results primarily from certain non-recurring fees relating to structuring a real
estate transaction and fewer abandoned acquisition opportunities leading to a
decrease in write offs.
Equity in net income of unconsolidated entities increased $178,000 or 20.3%
to $1.1 million for the three months ended September 30, 1999 from $878,000 for
the same period in 1998. This increase results primarily from an increase in net
gains on land sales by Development Company.
Minority interest in net income of consolidated subsidiary increased $5,000
or 10.3% to $55,000 for the three months ended September 30, 1999 from $50,000
for the same period in 1998. This increase results from an increase in net
income allocated to the third-party investors in a consolidated limited
partnership.
Net gain on real estate sales for the three months ended September 30, 1999
of $6.3 million represents a gain on the sale of two shopping center properties
one located in Tullahoma, Tennessee and the other in Cartersville, Georgia. Net
gain on real estate sales for the three months ended September 30, 1998 of
$294,000 represents a gain on the sale of a parcel of land located in Lexington,
Virginia.
Comparison of the Nine Months Ended September 30, 1999 to the Nine Months Ended
September 30, 1998
Minimum and percentage rents increased $18.4 million or 36.3% to $69.0
million for the nine months ended September 30, 1999 from $50.6 million for the
same period in 1998. Of this increase, $12.6 million relates to the Development
Properties, $5.0 million relates to the Acquisition Properties and $13,000
relates to the Disposition Properties. The remaining increase relates to an
increase in minimum and percentage rents at existing properties.
Recoveries from tenants increased $3.1 million or 50.7% to $9.3 million for
the nine months ended September 30, 1999 from $6.2 million for the same period
in 1998. Of this increase, $988,000 relates to the Development Properties and
$1.9 million relates to the Acquisition Properties. These
10
<PAGE>
increases are offset by a $16,000 decrease related to the Disposition
Properties. The remaining increase relates to net increases in recoveries from
tenants at existing properties caused by net increases in recoverable expenses.
Other revenue decreased $83,000 or 88.0% to $12,000 for the nine months
ended September 30, 1999 from $95,000 for the same period in 1998. This decrease
is the result of a reduction in revenues associated with managing and leasing
fewer properties for third-party owners.
Operating and maintenance expenses increased $1.7 million or 39.5% to $6.1
million for the nine months ended September 30, 1999 from $4.4 million for the
same period in 1998. Of this increase, $632,000 relates to the Development
Properties, $1.1 million relates to the Acquisition Properties and $1,000
relates to the Disposition Properties. Operating and maintenance expenses at
existing properties remained constant over the nine months ended September 30,
1999 and 1998.
Real estate taxes increased $1.9 million or 62.5% to $4.9 million for the
nine months ended September 30, 1999 from $3.0 million for the same period in
1998. Of this increase, $513,000 relates to the Development Properties and $1.0
million relates to the Acquisition Properties. These increases are offset by a
$8,000 decrease related to the Disposition Properties. The remaining increase in
real estate taxes at existing properties is due to the fact that effective as of
January 1, 1999, the Company became responsible for paying taxes on three anchor
tenant tracts which in previous years were billed directly to and paid by the
tenants. The Company will bill the additional expense back to the tenants and
has recognized this additional revenue in recoveries from tenants.
General and administrative expenses increased $609,000 or 11.5% to $5.9
million for the nine months ended September 30, 1999 from $5.3 million for the
same period in 1998. General and administrative expenses as a percent of minimum
and percentage rents decreased to 8.6% for the nine months ended September 30,
1999 from 10.5% for the same period in 1998. The decrease in general and
administrative expenses as a percentage of minimum and percentage rents is a
result of certain cost containing programs initiated at the Company.
Depreciation and amortization expense increased $4.6 million or 38.9% to
$16.4 million for the nine months ended September 30, 1999 from $11.8 million
for the same period in 1998. Of this increase, $2.8 million relates to the
Development Properties, $1.4 million relates to the Acquisition Properties and
$123,000 relates to the Disposition Properties. The remaining increase primarily
relates to furniture and fixtures purchased in connection with the Company's
move to new corporate offices in 1998.
Interest expense, net of capitalized amounts, increased $6.1 million or
94.2% to $12.5 million for the nine months ended September 30, 1999 from $6.4
million for the same period in 1998. This increase results primarily from an
increase in average debt balances between 1999 and 1998.
Other income, net increased $849,000 to $1.5 million for the nine months
ended September 30, 1999 from $647,000 for the same period in 1998. This
increase results primarily from certain non-recurring fees relating to
structuring a real estate transaction, an increase in interest income received
from third-party notes receivable and fewer abandoned acquisition opportunities
leading to a decrease in write offs.
Equity in net income of unconsolidated entities increased $319,000 or 10.7%
to $3.3 million for the nine months ended September 30, 1999 from $3.0 million
for the same period in 1998. This increase results primarily from an increase in
net gains on land sales by Development Company.
Minority interest in net income of consolidated subsidiary increased
$14,000 or 9.4% to $160,000 for the nine months ended September 30, 1999 from
$146,000 for the same period in 1998. This increase results from an increase in
net income allocated to the third-party investors in a consolidated limited
partnership.
Net gain on real estate sales for the nine months ended September 30, 1999
of $6.3 million represents a gain on the sale of two shopping center properties
one located in Tullahoma, Tennessee and the other in Cartersville, Georgia. Net
gain on real estate sales for the nine months ended September 30, 1998 of
$379,000 represents a gain on the sale of two parcels of land, one located in
Hickory, North Carolina and the other in Lexington, Virginia.
11
<PAGE>
Funds From Operations
Funds from operations ("FFO") is defined by the National Association of
Real Estate Investment Trusts, Inc. to mean net income, computed in accordance
with generally accepted accounting principles ("GAAP"), excluding gains or
losses from debt restructuring and sales of property, plus depreciation and
amortization of real estate assets, and after adjustments for unconsolidated
partnerships and joint ventures. The Company believes that FFO is helpful to
investors as a measure of the performance of an equity REIT because, along with
cash provided by operating activities, investing activities and financing
activities, it provides investors with an indication of the Company's ability to
make capital expenditures, to incur and service debt, and to fund other cash
needs. The Company's method of calculating FFO may be different from methods
used by other REITs and, accordingly, may not be comparable to such other REITs.
FFO does not represent cash provided by operating activities as defined by GAAP,
should not be considered an alternative to net income (determined in accordance
with GAAP) as an indication of operating performance and is not indicative of
cash available to fund all cash flow needs, including the Company's ability to
make cash distributions.
The Company has presented below the calculation of FFO for the periods
indicated:
<TABLE>
<CAPTION>
(Dollars in thousands) Three Months Ended September 30,
1999 1998
-------------------- --------------------
<S> <C> <C>
Net income attributable to common shareholders $ 17,645 $ 10,386
Depreciation of real estate assets 5,315 4,000
Amortization of tenant allowances and tenant improvements 56 45
Amortization of deferred leasing commissions 136 55
Net gain on real estate sales (6,283) (294)
Adjustments related to activities in unconsolidated entities 180 166
-------------------- --------------------
FFO $ 17,049 $ 14,358
==================== ====================
Nine Months Ended September 30,
1999 1998
-------------------- --------------------
Net income attributable to common shareholders $ 39,777 $ 29,551
Depreciation of real estate assets 15,471 11,177
Amortization of tenant allowances and tenant improvements 160 129
Amortization of deferred leasing commissions 386 164
Net gain on real estate sales (6,283) (379)
Adjustments related to activities in unconsolidated entities 616 500
-------------------- --------------------
FFO $ 50,127 $ 41,142
==================== ====================
</TABLE>
Leasing and Property Information
As of September 30, 1999, Lowe's, Wal-Mart and Kroger represented 14.9%,
14.1% and 3.8%, respectively, of the combined annualized base rent of the
Company, Development Company and affiliated entities (collectively, "Combined
Annualized Base Rent"). In addition, at that date, anchor tenants represented
68.7% of Combined Annualized Base Rent and national and regional tenants
represented 86.4% of Combined Annualized Base Rent. As of September 30, 1999,
properties owned and operated by the Company, Development Company and affiliated
entities were 96.0% leased.
On a same property basis, net operating income increased 0.1% between
the nine months ended September 30, 1999 and the same period in 1998. Net
operating income represents property revenues less property expenses except
interest expense, depreciation and amortization.
As of September 30, 1999, the Company, Development Company and affiliated
entities operated in 17 states. Shopping center properties located in Georgia,
North Carolina and Tennessee represented 38.7%, 15.0%, and 10.0%, respectively
of Combined Annualized Base Rent.
12
<PAGE>
Forward-Looking Statements
Management has included herein certain 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. When used,
statements which are not historical in nature including the words "anticipate,"
"estimate," "should," "expect," "believe," "intend" and similar expressions are
intended to identify forward-looking statements. Such statements are, by their
nature, subject to certain risks and uncertainties. Among the factors that could
cause actual results to differ materially from those projected are the
following: business conditions and the general economy, especially as they
affect interest rates and value-oriented retailers; the federal, state and local
regulatory environment; availability of debt and equity capital with favorable
terms and conditions including, without limitation, the availability of bank
credit facilities to fund development, redevelopment and acquisition activities;
availability of new development and acquisition opportunities; changes in the
financial condition or corporate strategy of the Company's primary retail
tenants and in particular Wal-Mart and Lowe's; the failure of the Company's
significant vendors or customers to accommodate the Year 2000 issue; ability to
complete and lease existing development and redevelopment projects on schedule
and within budget; and inability of the Company to maintain its qualification as
a REIT. Other risks, uncertainties and factors that could cause actual results
to differ materially than those projected may be detailed from time to time in
reports filed by the Company with the Securities and Exchange Commission,
including Forms 8-K, 10-Q and 10-K.
Liquidity and Capital Resources
Sources and Uses of Funds
- -------------------------
Historically, the Company's primary sources of funds have been and continue
to be cash provided by operating activities and proceeds from lines of credit,
secured mortgage notes payable, debt offerings, equity offerings and shopping
center sales. The Company's primary uses of funds have been and continue to be
development, redevelopment and acquisition of shopping center properties,
distributions to shareholders, repayment of outstanding indebtedness, scheduled
debt amortization and capital improvements to its existing shopping center
properties. The Company generally has used cash provided by operating activities
to fund its distributions to shareholders, capital improvements to existing
properties and scheduled debt amortization. The Company has used proceeds from
its lines of credit to finance its development, redevelopment and acquisition
activities. The Company has used proceeds from secured mortgage notes payable,
debt and equity offerings and shopping center sales to repay outstanding
indebtedness and to fund its ongoing development, redevelopment and acquisition
activities.
During the first nine months of 1999, the Company incurred $140.3 million
in development costs and advanced $16.6 million to Development Company to fund
its development and redevelopment activities.
To fund its development activity in 1999, the Company has completed five
capital markets transactions. In January 1999, the Company issued 500,000 shares
of its common stock, which netted proceeds to the Company of approximately $10.8
million. In February 1999, the Company closed an unsecured term loan (the "Term
Loan") in the amount of $100.0 million with Wachovia Bank, N. A., as agent. The
Term Loan bears interest at LIBOR plus 1.40% and matures in February 2002.
During the first nine months of 1999, the Company closed three secured mortgage
notes payable with two institutional investors. The three secured mortgage notes
payable netted aggregate proceeds to the Company of $38.6 million, require
aggregate monthly payments of principal and interest in the amount of
approximately $300,000, have a weighted average interest rate of 6.62%, mature
in 2018 and 2019, and each of the notes is secured by real property containing
Lowe's stores located in Woodstock, Georgia, Alpharetta, Georgia and Lilburn,
Georgia. The net proceeds from these five transactions were used to repay
amounts outstanding under the Company's unsecured lines of credit.
In addition to the five capital markets transactions, the Company sold two
of its shopping center properties one located in Tullahoma, Tennessee and the
other in Cartersville, Georgia to two third-party
13
<PAGE>
purchasers for an aggregate purchase price of approximately $28.1 million.
The net proceeds from these two sales were used to reduce amounts outstanding
under the Company's unsecured lines of credit.
Pursuant to a Distribution Agreement with a group of agents led by
Merrill Lynch & Co., the Company maintains a medium-term note program (the
"Medium-Term Note Program") which provides an additional facility for funding
the Company's development activities. As of September 30, 1999, other than
securities which are subject to exchange for limited partnership units, the
Company had $265.8 million registered and available for issue under the Medium-
Term Note Program.
Indebtedness
- ------------
The Company's total indebtedness as of September 30, 1999, consisted of the
following:
<TABLE>
<CAPTION>
OUTSTANDING DEBT:
Effective Percent
Principal Interest Maturity of Total Months to
Balance Rate Date Indebtedness Maturity
---------- --------- --------- ------------- ----------
(in
thousands)
<S> <C> <C> <C> <C> <C>
Fixed Rate
Mortgage note payable - Denver, Colorado $ 23,480 6.81% 17-Jul-01 4.3% 22
MandatOry Par Put Remarketed
Securities ("MOPPRS")(1) 75,000 6.58%(2) 31-Mar-03 13.6% 42
Mortgage note payable - Richmond, Kentucky 6,177 6.88%(3) 01-Dec-03 1.1% 50
Seven Year Notes 74,829 7.10%(2) 01-Aug-04 13.6% 58
Ten Year Notes 84,791 7.23%(2) 01-Aug-07 15.4% 94
Mortgage note payable - Milwaukee, Wisconsin 4,902 7.75% 01-Aug-09 0.9% 118
Mortgage note payable - Jackson, Mississippi 6,906 9.25%(4) 01-Mar-17 1.3% 209
Mortgage note payable - Lilburn, Georgia 12,883 6.70%(2) 10-Feb-18 2.3% 221
Mortgage note payable - Woodstock, Georgia 12,115 6.55%(2) 15-Apr-18 2.2% 223
Mortgage note payable - Alpharetta, Georgia 13,712 6.62%(2) 15-Apr-19 2.5% 235
-------- -------- ------- ------
314,795 7.01% 57.2% 86
Floating Rate
Revolving Line of Credit -- 6.54%(5) 31-Aug-00 0.0% 11
Term Loan 100,000 7.01%(6) 15-Feb-02 18.2% 29
Unsecured Line of Credit 135,000 6.78%(5) 22-May-02 24.6% 32
-------- -------- ------ ------
235,000 6.89% 42.8% 30
-------- ------ ------
$549,795 6.96% 100.0% 62
======== ======== ====== ======
</TABLE>
(1) Represents notes payable with a stated rate of 6.918% and a stated
maturity date of March 31, 2013. These notes are subject to mandatory
tender on March 31, 2003.
(2) Represents stated rate plus amortization of deferred loan costs. (3) The
interest rate on this note is adjusted on December 1 of each year.
(4) The note can be prepaid after March 1, 2002 with 90 days written notice to
the Lender. The Company will not incur any prepayment penalties in
association with the loan prepayment after this date.
(5) Stated rate of LIBOR plus 1.15% plus amortization of deferred loan costs.
(6) Stated rate of LIBOR plus 1.40% plus amortization of deferred loan costs.
As of September 30, 1999, the Company had $50.0 million available
under the Unsecured Line of Credit and $25.0 million available under the
Revolving Line of Credit.
Derivatives and Market Risk
- ---------------------------
The Company is exposed to market risk from changes in interest rates on its
indebtedness, which could impact its financial condition and results of
operations. The Company manages its exposure to these market risks through its
regular operating and financing activities. The Company manages its ratio of
fixed to floating rate debt with the objective of achieving a mix that
management believes is appropriate. The Company has and may from time to time in
the future enter into interest rate swap agreements or interest rate cap
agreements in an attempt to hedge its exposure to increasing interest rates. As
of September 30, 1999, the Company had one interest rate swap agreement and one
interest rate cap agreement as described below. Management does not foresee or
expect any significant changes in its exposure to interest rate fluctuations or
in how such exposure is managed in the near future. The
14
<PAGE>
Company intends to use derivative financial instruments as risk management
tools and not for speculative or trading purposes. Under the terms of the
Company's interest rate swap agreement, the Company pays a fixed rate of 6.48%
and receives a variable rate equal to the rate for the one-month LIBOR rate
based on the notional amount in the contract of $50.0 million. The maturity date
of the swap agreement is January 1, 2001. Under the terms of the Company's
interest rate cap agreement, the Company paid a one-time $87,500 amount and will
receive a monthly amount equal to the positive difference between the one-month
LIBOR rate and 6.50% based on the notional amount in the contract of $100.0
million. If the one-month LIBOR rate does not exceed 6.50% on the payment date
each month, the Company will receive no payment. The maturity date of the cap
agreement is August 21, 2000.
Future Sources and Uses of Funds
- --------------------------------
As of September 30, 1999, the Company, Development Company and affiliated
entities had 40 projects under construction which are expected to add
approximately 3.0 million square feet of gross leasable area which the Company
expects to own. Of this 3.0 million square feet, the Company expects to place
approximately 520,000 square feet into operations during the remainder of 1999.
Of these projects under construction, 13 are located in Georgia, five in Texas,
four in North Carolina, and three each in Florida, Pennsylvania and Tennessee.
Of the total square feet under construction, 75.9% is either leased or committed
to be leased or purchased by retailers. Additional funding needed to complete
the construction of these projects is estimated to be $127.0 million.
Management expects to fund the remaining costs of its current development
projects and the costs of any future development projects or acquisitions with a
combination of one or more of the following:
. proceeds from asset sales or tax deferred exchanges;
. advances under its unsecured lines of credit;
. advances under secured financings;
. advances under term loans with financial institutions;
. formation of joint ventures with institutional investors;
. proceeds from the contribution of assets to one or more joint
ventures in which the Company, Development Company or affiliated
entities participate;
. issuances of limited partnership units in DownREIT structures;
. issuances of debt securities;
. issuances of common or preferred stock; and
. additional issuances of securities under the Medium-Term Notes Program.
At September 30, 1999, the Company was negotiating to sell five operating
shopping centers (the "Sale Properties") with an aggregate net book value of
approximately $80.2 million for an estimated aggregate purchase price of
approximately $101.3 million. The Company expects to close the sales of the Sale
Properties in the fourth quarter of 1999 and the first quarter of 2000. The Sale
Properties represent approximately 10.6% of net operating income for the nine
months ended September 30, 1999. The Company has executed a definitive agreement
for the sale of three of the Sale Properties. Two of the Sale Properties are
not, as yet, subject to definitive agreements, and closing of the Sale
Properties is dependent upon, among other things, completion of due diligence
and the ability of the purchasers to successfully obtain financing for these
transactions. Therefore, there can be no assurance that any of these
transactions will close when expected or at all. Failure to close some or all of
the sales of the Sale Properties could adversely affect the Company's ability to
fund its ongoing development activities.
The Company plans to convey the Sale Properties utilizing tax deferred
exchanges under Section 1031 of the Internal Revenue Code of 1986, as amended
(the "Code"). Under this structure, the Company will convey the Sale Properties
to the third-party purchasers, and the third-party purchasers will deposit the
proceeds from the transactions with an entity which qualifies as a Qualified
Intermediary ("QI") according to the Income Tax Regulations promulgated under
the Code. The Company plans to
15
<PAGE>
timely identify replacement properties which will be purchased with the proceeds
held by the QI within 180 days of the closing of the Sale Properties, as
required by the Code.
The Company is currently negotiating a joint venture with an institutional
investor which could provide up to approximately $100.0 million in capital to
the Company. Under the proposal terms, the Company would contribute a pool of
existing shopping centers to the joint venture and retain an ownership interest
in the joint venture. The Company is in the preliminary stages of structuring
one or more transactions of this nature and there can be no assurance that any
such transactions will be consummated.
In order for the Company to continue to qualify as a REIT, it must annually
distribute to its shareholders at least 95% of its taxable income. Management
believes that the Company will meet this requirement in 1999 with cash generated
by operating activities. In addition, management believes that cash generated by
operating activities will be adequate to fund improvements to the Company's
shopping center properties, leasing costs and scheduled debt amortization in
1999.
In order to meet the Company's long-term liquidity requirements, management
anticipates that the Company's cash from operating activities will continue to
increase as a result of new developments, redevelopments, acquisitions and
improved operations at existing properties. These activities should enable the
Company to make its distributions to shareholders, maintain and improve its
properties, make scheduled debt payments and obtain debt or equity financing for
its development, redevelopment and acquisition projects. With the exception of
four amortizing mortgage loans totaling $45.6 million, all of the Company's debt
requires balloon payments in the future as follows:
. the Revolving Line of Credit matures in 2000;
. a mortgage note payable of $23.5 million matures in 2001;
. the Unsecured Line of Credit matures in 2002;
. the Term Loan matures in 2002;
. the MOPPRS are subject to mandatory tender in 2003;
. a mortgage note payable of $6.2 million matures in 2003;
. the Seven Year Notes mature in 2004;
. the Ten Year Notes mature in 2007; and
. a mortgage note payable of $4.9 million matures in 2009.
Management intends to refinance or repay these maturing debt instruments
with proceeds from other sources of capital at or prior to their respective
maturities. Management will evaluate various alternatives and select the best
options based on market conditions at the time. Management expects to seek
additional equity financing when market conditions are favorable in order to
maintain its debt-to-total-market-capitalization ratio within acceptable limits.
There can be no assurance that debt or equity markets will be favorable in the
future, and unfavorable markets could limit the Company's ability to grow its
business or repay or refinance maturing debt.
Other
- -----
In May 1999, Development Company, through a newly formed wholly-owned
subsidiary, acquired Goldberg Property Associates, Inc. ("Goldberg"), a real
estate development and property management company in Denver, Colorado. This
acquisition provides the Company with additional development opportunities and
regional knowledge of the Intermountain states and provides the Company with the
opportunities to develop for additional regional retailers. In addition, this
acquisition provides Development Company with additional third-party leasing and
property management activities.
16
<PAGE>
Federal Income Tax Legislative Developments
The Real Estate Investment Trust Modernization Act of 1999 (the "RMA") was
introduced in the United States House of Representatives (H.R. 1616) on April
28, 1999, and in the United States Senate (S. 1057) on May 14, 1999. The RMA was
subsequently included, with two exceptions, in the Financial Freedom Act of 1999
(H.R. 2488), which was passed by the House of Representatives on July 22, 1999,
and in the Taxpayer Refund Act of 1999 (S. 1429), which was passed by the Senate
on July 30, 1999. These bills were combined into the Taxpayer Refund & Relief
Act of 1999 and approved by the House of Representatives and the Senate on
August 5, 1999. President Clinton vetoed this bill on September 23, 1999.
Currently several new bills, some of which include the RMA or similar
provisions, are being considered by Congress. On October 14, 1999, the Wage and
Employment Growth Act of 1999 (H.R. 3081), which would raise the minimum wage
and includes the RMA provisions, was introduced in the House of Representatives.
On October 29, 1999, the Senate approved the Tax Relief Extension Act of 1999
(S. 1792), which would extend the life of certain expiring tax credits and
includes the RMA provisions as a revenue raising measure. Also in October, the
House Ways and Means Committee approved an extenders bill (H.R. 2923), but it
has not been voted on by the House of Representatives. H.R. 2923 does not
contain the RMA provisions because it is intended to be financed by the
projected budget surplus. In addition, REIT provisions similar to those included
in the Senate extenders bill were included as revenue offsets in an amendment to
a trade bill (H.R. 434) that was approved by the Senate on November 3, 1999.
The RMA, as included in the recently proposed legislation, contains certain
provisions that, if enacted, would significantly modify the REIT-related
provisions of the Code. In addition to the provisions that may directly affect
the Company (discussed in detail below), the RMA also contains provisions
related to the following: (i) special foreclosure rules for healthcare REITs;
(ii) clarification of the definition of independent contractors and (iii)
modification of the earnings and profits rules.
Taxable REIT Subsidiaries
- -------------------------
Under the RMA, a REIT would be permitted to operate taxable REIT
subsidiaries through which the REIT could provide "non-customary" and other
currently prohibited services with respect to REIT tenants and other customers.
Many REITs, including the Company, currently own interests in subsidiaries,
which conduct such activities. The RMA would prohibit new investments in such
subsidiaries by limiting a REIT's ownership in these subsidiaries to 10% of
voting securities or 10% of the value of the subsidiaries. A REIT would be
allowed to retain its current ownership in such a subsidiary as long as 1.) the
REIT doesn't acquire more of the subsidiary's securities (including debt and
equity) other than through certain binding contracts and reorganizations, 2.)
the subsidiary does not engage in a substantial new line of business, or 3.) the
subsidiary doesn't acquire any substantial asset. The RMA provides a three year
period during which an existing subsidiary may be converted, tax-free, into a
taxable REIT subsidiary. The value of the securities of all taxable REIT
subsidiaries, as well as any grandfathered subsidiaries, would be limited, along
with other non-real estate assets, to 25% (20% under S. 1792 and H.R. 434) of
the value of the REIT's total assets. The RMA would also limit the deductibility
of intercompany interest between a REIT and its taxable REIT subsidiaries
(similar to the "earnings stripping" rules of Code Section 163(j)) and impose a
100% tax on non-arms length payments (a safe harbor for which is provided in the
RMA) between a taxable REIT subsidiary and its affiliated REIT or that REIT's
tenants.
Distribution Requirements
- -------------------------
Currently, in order to continue to maintain its qualification as a REIT, a
REIT is required to distribute annually 95% of its REIT taxable income. The RMA
would reduce the required distribution from 95% to 90% effective for taxable
years beginning after December 31, 2000.
17
<PAGE>
If the provision related to taxable REIT subsidiaries is enacted, the
ownership structure of Development Company would likely be restructured as a
taxable REIT subsidiary. If the ownership structure of Development Company
changes such that the Company owns 100% of Development Company, the Company
would likely change its accounting for Development Company from the equity
method to the consolidated method. Management believes that, if the RMA is
enacted in its current form, the activities conducted by Development Company
would not change materially. Management does not believe that these changes
would modify the way the Company conducts its business, nor would they have a
material effect on the results of operations or financial condition of the
Company.
At this time, it is uncertain whether any or all of these provisions, or
additional provisions, will be enacted.
Year 2000 Readiness Disclosure
Like most businesses, the Company is reliant upon technology to operate and
manage its business. Many computer systems process dates using two digits to
identify the year, and some systems are unable to properly process dates
beginning with the year 2000. As a result of this potential problem, the Company
began to assess its exposure to this issue in 1997. As a result of its ongoing
assessment, the Company believes that it has identified all of its information
technology ("IT") and non-IT systems with exposure to the Year 2000 problem. The
Company's critical IT systems include, but are not limited to, accounting and
reporting applications and all IT hardware, such as desktop computers, laptop
computers and data networking equipment. The Company's critical non-IT systems
include, but are not limited to, telephone systems, fax machines, copy machines
as well as HVAC systems at the Company's properties. All of the Company's
accounting and reporting software has been purchased from third-party vendors.
The Company has requested and received certifications from its third-party
vendors that all of its critical IT software adequately addresses problems
created by the year 2000 such that there will be no significant operational
problems ("Year 2000 Compliant"). The Company is currently in the process of
determining its exposure to any critical non-IT systems that are not Year 2000
Compliant and will develop a contingency plan if one becomes necessary.
The Company is in the process of replacing its accounting and reporting
software in a project unrelated to Year 2000 issues. The Company has received
certifications from its vendors that all newly installed hardware and software
will be Year 2000 Compliant.
The Company cannot ensure that various third parties with which it deals
will be Year 2000 Compliant. Failure of various third parties such as banks,
significant tenants and vendors to adequately address the Year 2000 problem
could have an adverse impact on the Company's business. This impact could
include the inability of the Company's banks to process receipt or disbursement
of checks for a period of time, the inability to receive payments from its
significant tenants for a period of time and the inability of its vendors to
provide services or materials to complete its development projects on time and
within budget. The Company has reviewed publicly available information on the
Year 2000 readiness of its banks and significant tenants and, based solely on a
review of this information, has noted nothing indicating their failure to be
Year 2000 Compliant in all material respects. The Company is not aware of any
other significant suppliers or vendors with a Year 2000 issue that would
materially impact the Company's results of operations, liquidity or capital
resources. There can be no assurances, however, that the systems of other
companies on which the Company relies will be timely converted and would not
have an adverse effect on the Company's systems. The Company will continue to
monitor the state of Year 2000 readiness of these and other significant third
parties, and will develop a contingency plan if one becomes necessary.
The Company believes it has an effective program in place that will
resolve the Year 2000 issues in a timely manner. Aside from catastrophic failure
of banks, utility companies or governmental agencies, the Company believes that
it could continue its normal business operations even if compliance by the
Company or its vendors, suppliers and customers is delayed. Aside from a
catastrophic failure that
18
<PAGE>
would affect most businesses, the Company does not believe that the Year
2000 issue will materially impact its results of operations, liquidity or
capital resources.
Historic costs of addressing and solving the Company's Year 2000 problems
have not been, and estimated costs are not expected to be, material.
Inflation
The Company's leases generally contain provisions designed to mitigate the
adverse impact of inflation on net income. These provisions include clauses
enabling the Company to pass through to tenants certain operating costs,
including real estate taxes, common area maintenance, utilities and insurance,
thereby reducing the Company's exposure to increases in costs and operating
expenses resulting from inflation. Certain of the Company's leases contain
clauses enabling the Company to receive percentage rents based on tenants' gross
sales, which generally increase as prices rise, and, in certain cases,
escalation clauses, which generally increase rental rates during the terms of
the leases. In addition, many of the Company's non-anchor leases are for terms
of less than ten years, which permits the Company to seek increased rents upon
re-leasing at higher market rates.
19
<PAGE>
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET
RISK
During the nine months ended September 30, 1999, there were no material
changes to the quantitative and qualitative disclosures about market risks
presented in the Company's Annual Report on Form 10-K for the year ended
December 31, 1998.
20
<PAGE>
PART II
OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
Not applicable.
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
On November 9, 1999, the Company announced that its Board of
Directors adopted a resolution authorizing the repurchase of
up to three million of its outstanding shares of common stock.
A copy of the press release is included as an exhibit to this
filing.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
10.1 First Amendment dated as of June 11, 1999 to
the $100,000,000 Term Loan Credit Agreement
dated as of February 17, 1999 among JDN
Realty Corporation, the Banks Listed Herein,
Wachovia Bank, N.A. as the Agent and PNC
Bank, National Association as the
Documentation Agent
12 Statement re: Computation of Ratio of Earnings to
Fixed Charges
27 Financial Data Schedule
99 JDN Realty Corporation Press Release, dated November
9, 1999
(b) Reports on Form 8-K
During the three months ended September 30, 1999, the Company
did not file any reports on Form 8-K.
21
<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.
November 10, 1999 /s/ J. Donald Nichols
- --------------------------- ----------------------------
(Date) J. Donald Nichols
Chief Executive Officer
November 10, 1999 /s/ William J. Kerley
- --------------------------- --------------------------
(Date) William J. Kerley
Senior Vice President and
Chief Financial Officer
22
<PAGE>
INDEX TO EXHIBITS
Exhibit
Number Exhibit
- ------- -------
10.1 First Amendment dated as of June 11, 1999 to the
$100,000,000 Term Loan Credit Agreement dated as of
February 17, 1999 among JDN Realty Corporation, the
Banks Listed Herein, Wachovia Bank, N.A. as the Agent
and PNC Bank, National Association as the Documentation Agent
12 Statement re: Computation of Ratio of Earnings to Fixed Charges
27 Financial Data Schedule
99 JDN Realty Corporation Press Release, dated November 9, 1999
23
<PAGE>
EXHIBIT 10.1
FIRST AMENDMENT TO TERM LOAN CREDIT AGREEMENT
THIS FIRST AMENDMENT TO TERM LOAN CREDIT AGREEMENT (this "First Amendment")
is dated as of the 11th day of June, 1999 among JDN REALTY CORPORATION (the
"Borrower"), WACHOVIA BANK, N.A., as Agent (the "Agent"), PNC BANK, NATIONAL
ASSOCIATION, as Documentation Agent and WACHOVIA BANK, N.A., PNC BANK, NATIONAL
ASSOCIATION, COMMERZBANK, A.G., ATLANTA AGENCY, BANKERS TRUST COMPANY, THE BANK
OF NOVA SCOTIA, FIRST TENNESSEE BANK NATIONAL ASSOCIATION and SOUTHTRUST BANK,
NATIONAL ASSOCIATION (collectively, the "Banks");
W I T N E S S E T H:
- - - - - - - - - -
WHEREAS, the Borrower, the Agent and the Banks executed and delivered that
certain Term Loan Credit Agreement, dated as of February 17, 1999(the "Credit
Agreement");
WHEREAS, the Borrower has requested and the Agent and the Banks have agreed
to certain amendments to the Credit Agreement, subject to the terms and
conditions hereof;
NOW, THEREFORE, for and in consideration of the above premises and other
good and valuable consideration, the receipt and sufficiency of which hereby is
acknowledged by the parties hereto, the Borrower, the Agent and the Banks hereby
covenant and agree as follows:
1. Definitions. Unless otherwise specifically defined herein, each term
-----------
used herein which is defined in the Credit Agreement shall have the meaning
assigned to such term in the Credit Agreement. Each reference to "hereof",
"hereunder", "herein" and "hereby" and each other similar reference and each
reference to "this Agreement" and each other similar reference contained in the
Credit Agreement shall from and after the date hereof refer to the Credit
Agreement as amended hereby.
2. Amendment to Section 1.01. Section 1.01 of the Credit Agreement
-------------------------
hereby is amended by deleting the definition of "Gross
<PAGE>
Asset Value" and by adding the following definitions in appropriate alphabetical
sequence:
"Consolidated Fixed Charges" means, for any period, determined on
a consolidated basis in accordance with GAAP, the sum of (i) Consolidated
Interest Expense for the Fiscal Quarter just ended and the 3 immediately
preceding Fiscal Quarters, plus (ii) all dividends paid or declared but not
yet paid by the Borrower on preferred stock during the Fiscal Quarter just
ended and the 3 immediately preceding Fiscal Quarters, plus (iii) the
aggregate amount of scheduled principal amortization paid in the Fiscal
Quarter just ended and the 3 immediately preceding Fiscal Quarters as
reflected on the Borrower's most recent quarterly financial statement
submitted to the Banks, but excluding any principal payments under the
Revolving Credit Agreement or any other agreement pertaining to revolving
debt permitted under Section 5.26, and excluding any balloon payments on
other Debt.
"Development SPE" means a special purpose entity approved by the
Required Banks (which approval shall not be unreasonably withheld or
delayed) formed by an unrelated party for the purpose of owning and
developing property which may be purchased by the Borrower, any Guarantor
or an Affiliate thereof and borrowing money for such purpose, which entity
shall be restricted pursuant to its articles of incorporation from engaging
in any business other than owning and developing property, and activities
incidental thereto, and from incurring any Debt, other than Replacement
Property Development Loans and other Debt incidental thereto.
"Gross Asset Value" means, on a consolidated basis for the
Borrower and the Guarantors, the sum of (without duplication with respect
to any Property):
(i) an amount equal to the product of (x) 10 (which is the
capitalization rate), times (y) 4 (which is the annualization factor),
times (z) the Net Operating Income for the 3 month period ending on
the last day of the month just ended prior to the date of
determination, from each Property owned by the Borrower or any
Guarantor for at least one Fiscal Quarter; plus
(ii) an amount equal to the book value as of the last day of the
month just ended prior to the date of determination of Property owned
by the Borrower or any Guarantor for less than a Fiscal Quarter; plus
(iii) the book value of Construction in Progress on the last day
of the Fiscal Quarter just ended; plus
<PAGE>
(iv) the aggregate amount of all restricted cash held by a
Qualified Intermediary on behalf of the Borrower or any Guarantor,
plus
(v) the aggregate principal amount outstanding of all Replacement
Property Development Loans as to which the development of the relevant
property is controlled by the Borrower, a Guarantor or an Affiliate
thereof.
"Qualified Intermediary" means any Person serving as a "qualified
intermediary" for purposes of a Section 1031 Exchange.
"Relinquished Property" means a Property sold to a Person which
is not the Borrower or an Affiliate thereof, and the proceeds of such sale
are held in an exchange account by a Qualified Intermediary, as part of a
Section 1031 Exchange.
"Replacement Property" means a Property acquired as a replacement
for a Relinquished Property as part of a Section 1031 Exchange.
"Replacement Property Development Loan" means a loan by the
Borrower or any Guarantor to a Development SPE, provided that (i) the
proceeds of such loan are used solely for the development of a retail
Property that may be purchased by the Borrower, any Guarantor or any
Affiliate thereof, or that may be transferred to the Borrower, any
Guarantor or any Affiliate thereof, as part of a Section 1031 Exchange,
(ii) the principal amount of such loan outstanding at any time shall not
exceed 100% of the aggregate costs actually incurred (including hard and
soft costs) for development of such property, (iii) such loan accrues
interest at a rate which is not less than the interest rate in effect from
time to time with respect to Loans under this Agreement, with such interest
being capitalized during construction and then payable from available cash
flow, (iv) such loan is secured by a first priority mortgage, deed to
secure debt, deed of trust or similar instrument on such Property in favor
of the Borrower or such Guarantor, (v) such loan matures no later than 35
months after the date such loan is made, (vi) 100% of the net proceeds of
sale of portions of such property by the Development SPE shall be paid and
applied as a prepayment on such loan, (vii) such loan is repayable in full
at the earlier of maturity or sale or transfer of all of the remaining
property by the Development SPE, and (viii) such loan remains a performing
loan in all material respects.
"Section 1031 Exchange" means a sale and exchange of a
Relinquished Property for a Replacement Property
3
<PAGE>
pursuant to and qualifying for tax treatment under Section 1031 of the
Code.
3. Amendment to Section 5.01(c). Section 5.01(c) of the Credit Agreement
----------------------------
hereby is deleted and the following is substituted therefor:
(c) simultaneously with the delivery of each set of financial
statements referred to in paragraphs (a) and (b) above, a certificate,
substantially in the form of Exhibit F (a "Compliance Certificate"), of the
---------
chief financial officer or the chief accounting officer of the Borrower (i)
setting forth in reasonable detail the calculations required to establish
whether the Borrower was in compliance with the requirements of Sections
5.05, 5.15, 5.16, 5.17, 5.20 through 5.25, inclusive, and 5.30 on the date
of such financial statements and (ii) stating whether any Default exists on
the date of such certificate and, if any Default then exists, setting forth
the details thereof and the action which the Borrower is taking or proposes
to take with respect thereto;
4. Amendment to Section 5.05. Section 5.05 of the Credit Agreement
-------------------------
hereby is deleted and the following is substituted therefor:
SECTION 5.05. Consolidations, Mergers and Sales of Assets.
-------------------------------------------
Neither the Borrower nor any of the Guarantors will consolidate or merge
with or into, or acquire all or substantially all of the assets or stock of
any other Person, or sell, lease or otherwise transfer all or any
substantial part of its assets to, any other Person, provided that:
--------
(i) the Borrower may merge with another Person if (x) such Person
was organized under the laws of the United States of America or one of
its states, (y) the Borrower is the corporation surviving such merger
and (z) immediately after giving effect to such merger, no Default
shall have occurred and be continuing;
(ii) Guarantors may merge with one another, and the Guarantors
may sell, lease or otherwise transfer assets to the Borrower;
(iii) any sale for cash only of Property by JDN DCI, pursuant to
reasonable terms which are no less favorable to JDN DCI than would be
obtained in a comparable arm's length transaction with a Person which
is not an Affiliate, for fair market value (as determined in good
faith by the Board of Directors of JDN DCI or the Borrower or an
Executive Committee thereof), provided that the proceeds thereof are
--------
used by JDN DCI, or are distributed by JDN DCI to the
4
<PAGE>
Borrower or a Guarantor to be used by it, for the purchase of
comparable property, to repay Debt or to fund new development, or
otherwise to be retained by it for working capital;
(iv) the sale by the Borrower or a Guarantor of a Relinquished
Property as part of a Section 1031 Exchange; provided that such sale
--------
is pursuant to reasonable terms which are no less favorable to the
Borrower or such Guarantor than would be obtained in a comparable
arm's length transaction with a Person which
5
<PAGE>
is not an Affiliate, for fair market value (as determined in good
faith by the Board of Directors of the Borrower or such Guarantor or
an Executive Committee thereof), provided that the proceeds thereof
--------
are used by the Borrower or such Guarantor for the purchase of
Replacement Property;
(v) the foregoing limitation on the acquisition of all or
substantially all the assets or stock of another Person shall not
prohibit, during any Fiscal Quarter, the acquisition of all or
substantially all of the assets or stock of another Person unless the
aggregate assets or stock acquired in a single acquisition or series
of related acquisitions of all or substantially all of the assets or
stock of another Person by the Borrower and the Guarantors during such
Fiscal Quarter constituted more than 20% of Gross Asset Value at the
end of the most recent Fiscal Quarter immediately preceding such
Fiscal Quarter;
(vi) the foregoing limitation on the sale, lease or other
transfer of assets shall not prohibit, during any Fiscal Quarter, a
transfer of assets (in a single transaction or in a series of related
transactions) unless the aggregate assets to be so transferred, when
combined with all other assets transferred, by the Borrower and the
Guarantors during such Fiscal Quarter and the immediately preceding 3
Fiscal Quarters (but in each case excluding transfers permitted under
clauses (i) through (iv) above), constituted more than 25% of Gross
Asset Value at the end of the most recent Fiscal Quarter immediately
preceding such Fiscal Quarter.
In the case of any Guarantor which transfers substantially all of its
assets pursuant to clause (vi) of the preceding sentence, and in the case
of any Guarantor the stock of which is being sold and with respect to which
clause (vi) would have been satisfied if the transaction had been a sale of
assets of such Guarantor, such Guarantor may dissolve and shall be entitled
to obtain from the Agent a written release from the Guaranty, provided that
--------
it can demonstrate to the reasonable satisfaction of the Agent that (A) it
has repaid in full all Debt owed to the Borrower or any other Guarantor and
(B) such sale was for cash and in the case of an asset transfer, the net
cash proceeds received in connection therewith are being distributed to the
Borrower as part of such dissolution, and upon obtaining such written
release, it shall no longer be a Guarantor for any purpose hereunder.
6
<PAGE>
5. Amendment to Section 5.16. Section 5.16 of the Credit Agreement
-------------------------
hereby is deleted and the following is substituted therefor:
SECTION 5.16. Loans or Advances. Neither the Borrower nor any of
-----------------
the Guarantors shall make loans or advances to any Person except as
permitted by Section 5.17 and except:
(i) loans or advances to employees and directors not exceeding
$10,000,000 in the aggregate principal amount outstanding at any time;
(ii) deposits required by government agencies or public
utilities;
(iii) Replacement Property Development Loans and loans or
advances from the Borrower to a Guarantor or from a Guarantor to the
Borrower or another Guarantor; and/or
(iv) other loans and advances by the Borrower and the Guarantors
to any JDN Venture which (x) are evidenced by notes (and, if requested
by the Agent, acting at the direction of the Required Banks, with such
notes, together with any related mortgage, have been assigned to and
pledged with the Agent, for the benefit of itself and the Banks, as
security for the payment of all obligations of the Borrower to the
Agent and the Banks hereunder) and (y) are in an amount which,
together with Investments permitted by clause (vi) of Section 5.17, do
not exceed 15% of Gross Asset Value as of the end of the most recent
Fiscal Quarter;
provided that after giving effect to the making of any loans, advances
--------
or deposits permitted by this Section, and no Default shall be in
existence or be created thereby.
6. New Section 5.30. A new Section 5.30 hereby is added to the Credit
----------------
Agreement, as follows:
SECTION 5.30 Ratio of EBITDA to Consolidated Fixed Charges. The
---------------------------------------------
ratio of EBITDA to Consolidated Fixed Charges for the Fiscal Quarter just
ended and the 3 immediately preceding Fiscal Quarters will not be less than
1.75 to 1.00, calculated at the end of each Fiscal Quarter.
7. Amendment to Section 6.01(b). Section 6.01(b) of the Credit Agreement
----------------------------
hereby is deleted and the following is substituted therefor:
7
<PAGE>
(b) the Borrower shall fail to observe or perform any covenant
contained in Sections 5.01(e), 5.01(i), 5.02(ii), 5.03 through 5.06,
inclusive, or Sections 5.17 through 5.30, inclusive; or
8. Amendment to Exhibit F (Compliance Certificate). Exhibit F to the
-----------------------------------------------
Credit Agreement hereby is deleted and Exhibit F attached hereto is substituted
therefor.
9. Restatement of Representations and Warranties. The Borrower hereby
---------------------------------------------
restates and renews each and every representation and warranty heretofore made
by it in the Credit Agreement and the other Loan Documents as fully as if made
on the date hereof and with specific reference to this First Amendment and all
other loan documents executed and/or delivered in connection herewith.
10. Effect of Amendment. Except as set forth expressly hereinabove, all
-------------------
terms of the Credit Agreement and the other Loan Documents shall be and remain
in full force and effect, and shall constitute the legal, valid, binding and
enforceable obligations of the Borrower. The amendments contained herein shall
be deemed to have prospective application only, unless otherwise specifically
stated herein.
11. Ratification. The Borrower hereby restates, ratifies and reaffirms
------------
each and every term, covenant and condition set forth in the Credit Agreement
and the other Loan Documents effective as of the date hereof.
12. Counterparts. This First Amendment may be executed in any number of
------------
counterparts and by different parties hereto in separate counterparts, each of
which when so executed and delivered shall be deemed to be an original and all
of which counterparts, taken together, shall constitute but one and the same
instrument.
13. Section References. Section titles and references used in this First
------------------
Amendment shall be without substantive meaning or content of any kind whatsoever
and are not a part of the agreements among the parties hereto evidenced hereby.
14. No Default. To induce the Agent and the Banks to enter into this
----------
First Amendment and to continue to make advances pursuant to the Credit
Agreement, the Borrower hereby acknowledges and agrees that, as of the date
hereof, and after giving effect to the terms hereof, there exists (i) no Default
or Event of Default and (ii) no right of offset, defense, counterclaim, claim or
objection in favor of the Borrower arising out of or with respect to any of the
Loans or other obligations of the Borrower owed to the Banks under the Credit
Agreement.
8
<PAGE>
15. Further Assurances. The Borrower agrees to take such further actions
------------------
as the Agent shall reasonably request in connection herewith to evidence the
amendments herein contained to the Borrower.
16. Governing Law. This First Amendment shall be governed by and
-------------
construed and interpreted in accordance with, the laws of the State of Georgia.
17. Conditions Precedent. This First Amendment shall become effective
--------------------
only upon (i) execution and delivery of this First Amendment by the Borrower,
the Agent and the Required Banks; (ii) execution and delivery of the Consent and
Reaffirmation of Guarantor at the end hereof by JDN DCI; and (iii) receipt by
the Agent of customary closing documents (including such secretary's
certificates, officer's certificates, good standing certificates and opinions of
counsel as the Agent may reasonably require).
IN WITNESS WHEREOF, the Borrower, the Agent and each of the Banks has
caused this First Amendment to Term Loan Credit Agreement to be duly executed,
under seal, by its duly authorized officer as of the day and year first above
written.
JDN REALTY CORPORATION, WACHOVIA BANK, N.A.,
as Borrower (SEAL) as Agent and as a Bank (SEAL)
By: By:
--------------------- ---------------------
Title: Title:
PNC BANK, NATIONAL ASSOCIATION, BANKERS TRUST COMPANY,
as Documentation Agent and as as a Bank (SEAL)
a Bank (SEAL)
By: By:
--------------------- ---------------------
Title: Title:
COMMERZBANK, AG, ATLANTA AGENCY, THE BANK OF NOVA SCOTIA
as a Bank (SEAL) as a Bank (SEAL)
By: By:
--------------------- ---------------------
Title: Title:
By:
---------------------
Title:
9
<PAGE>
FIRST TENNESSEE BANK NATIONAL SOUTHTRUST BANK, NATIONAL
ASSOCIATION, (SEAL) ASSOCIATION, (SEAL)
as a Bank as a Bank
By: By:
--------------------- ---------------------
Title: Title:
10
<PAGE>
EXHIBIT F
---------
COMPLIANCE CERTIFICATE
----------------------
Reference is made to the Term Loan Credit Agreement dated as of February
17, 1999, as amended by First Amendment to Credit Agreement dated as of June 11,
1999 (as so amended and as hereafter modified and supplemented and in effect
from time to time, the "Credit Agreement") by and among JDN Realty Corporation,
the Banks from time to time parties thereto, and Wachovia Bank, N.A., as Agent.
Capitalized terms used herein shall have the meanings ascribed thereto in the
Credit Agreement.
Pursuant to Section 5.01(c) of the Credit Agreement, ______________, the
duly authorized ______________________ of the Borrower, hereby (i) certifies to
the Agent and the Banks that the information contained in the Compliance Check
List attached hereto is true, accurate and complete as of __________, ____, and
that no Default is in existence on and as of the date hereof and (ii) restates
and reaffirms that the representations and warranties contained in Article IV of
the Credit Agreement are true on and as of the date hereof as though restated on
and as of this date.
JDN REALTY CORPORATION
By:
------------------------------------
Its:
11
<PAGE>
COMPLIANCE CHECK LIST
JDN REALTY CORPORATION
--------------------------
_____________, ____
1. Ratio of Consolidated Total Liabilities to Gross Asset Value
(Section 5.20)
The ratio of Total Consolidated Liabilities to Gross Asset Value shall at
all times be equal to or less than 0.55 to 1.0.
(a) Total Consolidated Liabilities
Schedule 1 $_________
(b) Gross Asset Value Schedule 2 $_________
(c) Actual ratio of (a) to (b) _____ to 1.0
Maximum ratio 0.55 to 1.0
2. Ratio of Total Secured Debt to Gross Asset Value (Section 5.21)
The ratio of Total Secured Debt to Gross Asset Value shall at all
times be equal to or less than 0.40 to 1.0.
(a) Total Secured Debt Schedule 3 $_________
(b) Gross Asset Value Schedule 2 $_________
(c) Actual ratio of (a) to (b) _____ to 1.0
Maximum ratio 0.40 to 1.0
3. Ratio of EBITDA to Consolidated Interest Expense (Section 5.22)
The ratio of EBITDA to Consolidated Interest Expense for the Fiscal Quarter
just ended and the 3 immediately preceding Fiscal Quarters will not be less
than 2.0 to 1.00, calculated at the end of each Fiscal Quarter.
(a) EBITDA Schedule 4 $_________
(b) Consolidated Interest Expense/1/ $_________
_____________________
/1/ During Fiscal Quarter just ended and immediately preceding 3
Fiscal Quarters
12
<PAGE>
(c) Actual ratio of (a) to (b) _____ to 1.0
Minimum ratio 2.0 to 1.0
4. Ratio of Unencumbered Assets to Unsecured Funded Debt (Section 5.23)
The ratio of Unencumbered Assets to Unsecured Funded Debt shall at all
times be equal to or greater than 1.75 to 1.00.
(a) Net Operating Income from each
and owned for at least one Fiscal
Quarter Schedule 5 $_________
(b) 10 times (a) $_________
(c) 4 times (b) $_________
(d) book value of each Property not subject
to a Mortgage and owned for less than
one Fiscal Quarter $_________
(e) book value of all Construction in Progress $_________
(f) sum of (c),(d) and (e) $_________
(g) Unsecured Funded Debt Schedule 6 $_________
(h) Actual ratio of (f) to (g) _____ to 1.0
Minimum ratio 1.75 to 1.0
5. Ratio of Unsecured Net Operating Income to Unsecured Interest Expense
(Section 5.24)
The ratio of Unsecured Net Operating Income to Unsecured Interest Expense
shall at all times be equal to or greater than 1.75 to 1.0.
(a) Unsecured Net Operating Income Schedule 5 $_________
(b) Unsecured Interest Expense/1/ $_________
(c) Actual ratio of (a) to (b) ____ to 1.0
Minimum ratio 1.75 to 1.0
6. Restricted Payments (Section 5.15)/2/
________________
/1/ Include only Consolidated Interest Expense for Fiscal Quarter attributable
to Unsecured Funded Debt.
/2/ Include this paragraph 6 and Schedule 7 only with the first
13
<PAGE>
The Borrower's Restricted Payments in any calendar year shall not exceed 95%
of Funds from Operations for such period, unless (i) the Borrower must pay
out an amount in excess of 95% of Funds from Operations to permit the
Borrower to preserve its status as a real estate investment trust under the
applicable provision of the Code.
(a) Restricted Payments for current
calendar year $_________
(b) Funds from Operations for current
calendar year Schedule 7 $_________
(c) 95% of (b) $_________
Limitation: (a) may not exceed (c)
7. Guarantees (Section 5.25)
Neither the Borrower nor any Guarantor will create, assume or suffer to
exist any Guarantees of Debt of other Persons, except (i) Guarantees in
existence on May 23, 1997 in the aggregate as of August 31, 1998 of
21,770,661, (ii) Guarantees of Debt of the Borrower or other Guarantors and
(iii) other Guarantees in an aggregate amount not exceeding at any time 10%
of Gross Asset Value as of the last day of the Fiscal Quarter just ended.
(a) Amount Guaranteed by other Guarantees
not permitted by clauses (i) and (ii) $_________
(b) Gross Asset Value Schedule 2 $_________
(c) 10% of (b) $_________
Limitation: (a) may not exceed (c)
8. Consolidations, Mergers and Sales of Assets (Section 5.05)
Neither the Borrower nor any of the Guarantors will consolidate or merge
with or into, or acquire all or substantially all of the assets or stock of
any other Person, or sell, lease or otherwise transfer all or any
substantial part of its assets to, any other Person, provided that:
--------
________________________________________________________________________________
Compliance Certificate furnished after the end of each Fiscal Year. Amounts
included herein are for the year ended December 31, ____
14
<PAGE>
[(i) . . . (iv)]
(v) the foregoing limitation on the acquisition of all or
substantially all the assets or stock of another Person shall not
prohibit, during any Fiscal Quarter, the acquisition of all or
substantially all of the assets or stock of another Person unless the
aggregate assets or stock acquired in a single acquisition or series of
related acquisitions of all or substantially all of the assets or stock
of another Person by the Borrower and the Guarantors during such Fiscal
Quarter constituted more than 20% of Gross Asset Value at the end of the
most recent Fiscal Quarter immediately preceding such Fiscal Quarter;
(vi) the foregoing limitation on the sale, lease or other transfer of
assets shall not prohibit, during any Fiscal Quarter, a transfer of
assets (in a single transaction or in a series of related transactions)
unless the aggregate assets to be so transferred, when combined with all
other assets transferred, by the Borrower and the Guarantors during such
Fiscal Quarter and the immediately preceding 3 Fiscal Quarters (but in
each case excluding transfers permitted under clauses (i) through (iv)
above), constituted more than 25% of Gross Asset Value at the end of the
most recent Fiscal Quarter immediately preceding such Fiscal Quarter.
(a) Aggregate amount of assets or stock
acquired in a single acquisition or
series of related acquisitions during
Fiscal Quarter just ended $_________
(b) Gross Asset Value Schedule 2 $_________
(c) 20% of (b) $_________
Limitation: (a) may not exceed (c)
(d) Aggregate amount of assets sold
during Fiscal Quarter just
ended $_________
(e) Aggregate amount of assets sold
during 3 prior Fiscal Quarters $_________
(f) Sum of (d) and (e) $_________
(g) 25% of (b) $_________
Limitation: (f) may not exceed (g)
15
<PAGE>
9. Loans or Advances (Section 5.16)
Neither the Borrower nor any of the Guarantors shall make loans or advances
to any Person except as permitted by Section 5.17 and except:
(i) loans or advances to employees and directors not exceeding
$10,000,000 in the aggregate principal amount outstanding at any time;
[(ii) . . . (iii)]
(iv) other loans and advances by the Borrower and the Guarantors to
any JDN Venture which (x) are evidenced by notes (and, if requested by
the Agent, acting at the direction of the Required Banks, with such
notes, together with any related mortgage, have been assigned to and
pledged with the Agent, for the benefit of itself and the Banks, as
security for the payment of all obligations of the Borrower to the Agent
and the Banks hereunder) and (y) are in an amount which, together with
Investments permitted by clause (vi) of Section 5.17, do not exceed 15%
of Gross Asset Value as of the end of the most recent Fiscal Quarter;
(a) Loans and advances to officers
and directors $__________
Limitation $10,000,000
(b) Other loans and advances evidenced by
notes (and, if required, pledged with
Agent) and not
permitted by clauses (i) through (iii) $__________
(c) See line (e) and "Limitation" of paragraph 10 below
10. Investments (Section 5.17)
Investments of the Borrower as of the Closing Date (other than in
Subsidiaries, which are set forth in Schedule 4.08), are set forth on
Schedule 5.17. Neither the Borrower nor any of the Guarantors shall make
Investments after the Closing Date in any Person except as permitted by
Section 5.16 and except Investments in:
[(i) . . . (v)]
(vi) other Investments by the Borrower and the Guarantors in an amount
which, (x) together with loans and advances permitted by clause (iv) of
Section 5.16, do not exceed 15% of Gross Asset Value as of the end of the
most recent Fiscal Year, and (y) with respect to Investments in Persons over
which, after giving effect
16
<PAGE>
to such Investment, the Borrower or the Guarantors do not have Control,
do not exceed 5% of Gross Asset Value as of the end of the most recent
Fiscal Year;
(a) Line (b) of paragraph 9 above $_________
(b) Other Investments not permitted by
clauses (i) through (v) $_________
(c) Sum of (a) and (b) $_________
(d) Gross Asset Value Schedule 2 $_________
(e) 15% of (d) $_________
Limitation: (c) may not exceed (e)
(f) Investments included in line (b) in
Persons over which the Borrower or the
Guarantors do not have control $_________
(g) 5% of (d) $_________
Limitation: (f) may not exceed (g)
11. Ratio of EBITDA to Consolidated Fixed Charges (Section 5.30)
The ratio of EBITDA to Consolidated Fixed Charges for the Fiscal Quarter
just ended and the 3 immediately preceding Fiscal Quarters will not be less
than 1.75 to 1.00, calculated at the end of each Fiscal Quarter.
(a) EBITDA Schedule 4 $_________
(b) Consolidated Interest Expense/3/ $_________
(c) dividends paid or declared
but not yet paid on preferred
stock/4/ $_________
(d) aggregate amount of scheduled
principal amortization paid/4/ $_________
_______________
/3/ During Fiscal Quarter just ended and immediately preceding 3 Fiscal
Quarters
/4/ During Fiscal Quarter just ended and immediately preceding 3 Fiscal
Quarters, but excluding any principal payments under this Agreement or any
other agreement pertaining to revolving debt permitted under Section 5.26
and excluding any balloon payments on other Debt.
17
<PAGE>
(e) sum of (b) through (d) $_________
(f) actual ratio of (a) to (e) _____ to 1.0
Minimum ratio 1.75 to 1.0
18
<PAGE>
Schedule 1
----------
Total Consolidated Liabilities
------------------------------
(a) Consolidated Liabilities $__________
(b) Debt Guaranteed by Borrower or any
Guarantor $__________
(c) face amount of all letters of credit
issued for the account of the Borrower
or any Guarantor $__________
TOTAL CONSOLIDATED LIABILITIES (sum of (a)
through (c) $__________
19
<PAGE>
Schedule 2
----------
Gross Asset Value
-----------------
(a) Net Operating Income for the 3 month
period ending on the last day of the
month just ended prior to the date of
determination, from each Property owned
by the Borrower or any Guarantor for
at least one Fiscal Quarter $__________
(b) 40 times (a) $__________
(c) book value of each Property owned by
the Borrower or any Guarantor
for less than one Fiscal Quarter $__________
(d) book value of Construction in
Progress of each Property owned
by the Borrower or any Guarantor $__________
(e) aggregate amount of all restricted
cash held by a Qualified Intermediary
on behalf of the Borrower or any
Guarantor $__________
(f)) aggregate principal amount
outstanding of all Replacement
Property Development Loans as
to which the development of the
relevant property is controlled
by the Borrower, a Guarantor or
an Affiliate thereof. $__________
GROSS ASSET VALUE (sum of (b) through (f)) $__________
20
<PAGE>
Schedule 3
----------
Total Secured Debt/5/
---------------------
INTEREST FINAL
RATE/6/ MATURITY TOTAL
------- -------- -----
Money Borrowed
- --------------
___________________________ ________ ________ $_______
___________________________ ________ ________ $_______
___________________________ ________ ________ $_______
___________________________ ________ ________ $_______
___________________________ ________ ________ $_______
Total Money Borrowed $_______
Deferred Purchase Price/7/
- --------------------------
___________________________ ________ ________ $_______
___________________________ ________ ________ $_______
___________________________ ________ ________ $_______
___________________________ ________ ________ $_______
Total Deferred Purchase Price $_______
Capital Leases in which Borrower is the Tenant
- ----------------------------------------------
___________________________ ________ ________ $_______
___________________________ ________ ________ $_______
___________________________ ________ ________ $_______
___________________________ ________ ________ $_______
Total Capital Leases $_______
Letter of Credit Reimbursement
Obligations
- -----------
___________________________ ________ ________ $_______
___________________________ ________ ________ $_______
Total Letter of Credit
Reimbursement Obligations $_______
Guarantees of Debt of Persons other than Borrower and Guarantors
- ----------------------------------------------------------------
___________________________ ________ ________ $_______
___________________________ ________ ________ $_______
___________________________ ________ ________ $_______
___________________________ ________ ________ $_______
TOTAL SECURED DEBT $=======
21
<PAGE>
- ---------------------
/5/ Include only Debt secured by a Mortgage
/6/ If rate is fixed, insert contract rate. If rate is floating, state that.
/7/ Exclude trade accounts payable in the ordinary course of business.
22
<PAGE>
Schedule 4
----------
EBITDA
------
___ quarter ___
consolidated net income $________
less extraordinary gains ($________)
plus extraordinary losses $________
plus Consolidated Interest Expense $________
plus taxes on income $________
plus depreciation and amortization $________
plus other non-cash charges $________
Total $________
___ quarter ___
consolidated net income $________
less extraordinary gains ($________)
plus extraordinary losses $________
plus Consolidated Interest Expense $________
plus taxes on income $________
plus depreciation and amortization $________
plus other non-cash charges $________
Total $_______
___ quarter ___
consolidated net income $________
less extraordinary gains ($________)
plus extraordinary losses $________
plus Consolidated Interest Expense $________
plus taxes on income $________
plus depreciation and amortization $________
plus other non-cash charges $________
Total $_______
___ quarter ___
consolidated net income $________
less extraordinary gains ($________)
plus extraordinary losses $________
plus Consolidated Interest Expense $________
plus taxes on income $________
plus depreciation and amortization $________
plus other non-cash charges $________
Total $________
EBITDA $
========
23
<PAGE>
Schedule 5
----------
Net Operating Income/8/
-----------------------
(for Fiscal Quarter just ended)
___ quarter ___
Property revenues $________
less Property expenses
(excluding depreciation, amortization
and debt service) ($________)
less management fee (3% of gross
rental income, excluding
percentage rents) ($________)
less capital reserve ($0.15 per leasable
square foot) ($________)
NET OPERATING INCOME $________
_________________
/8/ Include only Properties not subject to a Mortgage and owned for at least one
Fiscal Quarter
24
<PAGE>
Schedule 6
----------
Unsecured Funded Debt/9/
-----------------------
INTEREST FINAL
RATE/10/ MATURITY TOTAL
------- -------- -----
Money Borrowed
- --------------
_____________________________ ________ ________ $_______
_____________________________ ________ ________ $_______
_____________________________ ________ ________ $_______
_____________________________ ________ ________ $_______
Total Money Borrowed $_______
Deferred Purchase Price/11/
- ---------------------------
_____________________________ ________ ________ $_______
_____________________________ ________ ________ $_______
_____________________________ ________ ________ $_______
_____________________________ ________ ________ $_______
Total Deferred Purchase Price $_______
Capital Leases in which the Borrower is the tenant
- --------------------------------------------------
_____________________________ ________ ________ $_______
_____________________________ ________ ________ $_______
Total Capital Leases $_______
Letter of Credit Reimbursement
Obligations
- -----------
_________________
/9/ Include only Debt not secured by a Mortgage
/10/ If rate is fixed, insert contract rate. If rate is floating, state that.
/11/ Exclude trade accounts payable in the ordinary course of business.
25
<PAGE>
_____________________________ ________ ________ $_______
_____________________________ ________ ________ $_______
Total Letter of Credit
Reimbursement Obligations $_______
Guarantees of Debt of Persons other than Borrower and Guarantors
- ----------------------------------------------------------------
_____________________________ ________ ________ $_______
_____________________________ ________ ________ $_______
_____________________________ ________ ________ $_______
_____________________________ ________ ________ $_______
_____________________________ ________ ________ $_______
TOTAL UNSECURED FUNDED DEBT $
=======
26
<PAGE>
Schedule 7/12/
----------
Funds from Operations/1/
---------------------
(for Fiscal Year just ended)
Net income $________
plus depreciation and amortization
of real estate assets $________
plus net loss/(gain) on real estate
sales $________
plus loss/(gains) on extraordinary
items $________
plus depreciation of real estate
assets held in unconsolidated
entities $________
FUNDS FROM OPERATIONS $________
- -------------
/12/ Include only with the first Compliance Certificate furnished after the end
of each Fiscal year.
27
<PAGE>
CONSENT AND REAFFIRMATION OF GUARANTOR
The undersigned (i) acknowledges receipt of the foregoing First Amendment
to Term Loan Credit Agreement (the "First Amendment"), (ii) consents to the
execution and delivery of the First Amendment by the parties thereto and (iii)
reaffirms all of its obligations and covenants under the Guaranty Agreement
dated as of February 17, 1999 executed by it, and agrees that none of such
obligations and covenants shall be affected by the execution and delivery of the
First Amendment.
JDN DEVELOPMENT COMPANY, INC. (SEAL)
By:
------------------------
Title:
28
<PAGE>
JDN Realty Corporation
Computation of Ratio of Earnings to Fixed Charges
<TABLE>
<CAPTION>
Three months ended September 30, Nine months ended September 30,
1999 1998 1999 1998
-------- -------- -------- --------
<S> <C> <C> <C> <C>
Fixed Charges:
Interest Expense (including
amortization of deferred debt cost) $ 7,533 $ 4,867 $ 20,636 $ 12,421
Interest Capitalized 2,101 1,852 5,384 4,573
-------- -------- -------- --------
Total Fixed Charges $ 9,634 $ 6,719 $ 26,020 $ 16,994
======== ======== ======== ========
Earnings:
Net (loss) before income tax benefit, net gain (loss)
on real estate sales extraordinary items and
cumalative effect of change in accounti $ 12,534 $ 10,261 $ 37,010 $ 29,341
Fixed Charges 9,634 6,719 26,020 16,994
Capitalized Interest (2,101) (1,852) (5,384) (4,573)
-------- -------- -------- --------
Total Earnings $ 20,067 $ 15,128 $ 57,646 $ 41,762
======== ======== ======== ========
Ratio of Earnings to Fixed Charges 2.08 2.25 2.22 2.46
</TABLE>
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C> <C>
<PERIOD-TYPE> 9-MOS 9-MOS
<FISCAL-YEAR-END> DEC-31-1999 DEC-31-1998
<PERIOD-START> JAN-01-1999 JAN-01-1998
<PERIOD-END> SEP-30-1999 SEP-30-1998
<CASH> 3,372 0
<SECURITIES> 0 0
<RECEIVABLES> 9,389 5,472
<ALLOWANCES> 0 0
<INVENTORY> 0 0
<CURRENT-ASSETS> 0 0
<PP&E> 964,283 768,634
<DEPRECIATION> 65,696 49,627
<TOTAL-ASSETS> 1,103,439 866,224
<CURRENT-LIABILITIES> 0 0
<BONDS> 234,620 234,557
0 0
20 20
<COMMON> 339 310
<OTHER-SE> 530,622 484,849
<TOTAL-LIABILITY-AND-EQUITY> 1,103,439 866,224
<SALES> 0 0
<TOTAL-REVENUES> 78,286 56,872
<CGS> 0 0
<TOTAL-COSTS> 0 0
<OTHER-EXPENSES> 33,416 24,572
<LOSS-PROVISION> 0 0
<INTEREST-EXPENSE> 12,483 6,428
<INCOME-PRETAX> 37,010 29,341
<INCOME-TAX> 0 0
<INCOME-CONTINUING> 37,010 29,341
<DISCONTINUED> 0 0
<EXTRAORDINARY> 0 0
<CHANGES> 0 0
<NET-INCOME> 39,777 29,551
<EPS-BASIC> 1.20 0.98
<EPS-DILUTED> 1.18 0.96
</TABLE>
<PAGE>
[LETTERHEAD OF JDN REALTY CORPORATION APPEARS HERE]
Exhibit 99
FOR IMMEDIATE RELEASE
Contact: Charles N. Talbert
Director of Investor Relations
(404) 262-3252
JDN REALTY CORPORATION ANNOUNCES
THREE MILLION SHARE REPURCHASE PROGRAM
ATLANTA, Ga. -- (November 9, 1999) -- JDN Realty Corporation (NYSE: JDN) today
announced that its Board of Directors adopted a resolution authorizing the
repurchase of up to three million of its outstanding common shares. The
repurchase may be effected from time to time in accordance with applicable
securities laws, through solicited or unsolicited transactions in the open
market, on the New York Stock Exchange or in privately negotiated transactions.
Subject to applicable securities laws, such purchases will be at times and in
amounts as the Company deems appropriate and may be discontinued or suspended at
any time. The share repurchase program will continue until December 31, 2000, or
until the authorized limit is reached.
Commenting on the announcement, J. Donald Nichols, chairman and chief executive
officer, stated, "We are pleased that the Board has authorized this program.
With our common shares currently trading at a significant discount to net asset
value, we believe that the stock represents an attractive investment
opportunity."
"The stock repurchase program will be funded through proceeds from asset
dispositions. It is important to note that with continued strong demand for our
development expertise, we will only repurchase shares when we have funds that
exceed our financial commitment to funding our development pipeline.
Furthermore, we will not repurchase shares through incurring additional debt. We
firmly believe that merely exchanging debt for equity does not create
shareholder value. However, selling assets at attractive cap rates and
repurchasing equity and paying down debt can increase long-term shareholder
value," stated Nichols.
JDN Realty Corporation is a real estate company specializing in the development
and asset management of retail shopping centers anchored by value-oriented
retailers. Headquartered in Atlanta, Georgia, the Company owns and operates
directly or indirectly 107 properties, containing approximately 13.2 million
square feet of gross leasable area, located in 17 states. The common stock and
preferred stock of JDN Realty Corporation are listed on the New York Stock
Exchange under the symbols "JDN" and "JDNPrA", respectively.
JDN Realty Corporation considers portions of the information contained in this
release to be 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, both as amended, with respect to the Company's expectation for future
periods. Such statements are, by their nature, subject to certain risks and
uncertainties. JDN Realty Corporation cautions you that, as a result of a number
of factors, actual results could differ materially from those set forth in this
presentation. Other risks, uncertainties and factors that could cause actual
results to differ materially than those projected are detailed from time to time
in reports filed by the Company with the Securities and Exchange Commission,
including Forms 8-K, 10-Q and 10-K.
For additional information, visit the Company's home page on the Internet at
http://www.jdnrealty.com.
