<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-K
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the fiscal year ended December 31, 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
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JDN REALTY CORPORATION
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(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, Suite 400, Atlanta, GA 30305
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(Address of principal executive offices) (Zip Code)
(404) 262-3252
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Registrant's telephone number, including area code
Securities registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which registered
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Common Stock, $.01 Par Value New York Stock Exchange
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Preferred Stock, $.01 Par Value New York Stock Exchange
------------------------------- -----------------------
Securities registered pursuant to Section 12(g) of the Act:
None
----
(Title of Class)
Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the Registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes No X
--- ---
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of the Registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. [X]
The aggregate market value of the shares of common stock of the Registrant
(based on the closing price of these shares on the New York Stock Exchange on
June 2, 2000) held by non-affiliates was approximately $353,455,152.
The number of shares outstanding of the Registrant's common stock, $0.01 par
value, was 32,879,549 on June 2, 2000.
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TABLE OF CONTENTS
Form 10-K
Item No. Report Page
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Forward-Looking Statements in Form 10-K 1
PART I
1. Business.................................................. 2
2. Properties................................................ 18
3. Legal Proceedings......................................... 23
4. Submission of Matters to a Vote of Security Holders....... 24
PART II
5. Market for Registrant's Common Equity and
Related Shareholder Matters............................... 25
6. Selected Financial Data................................... 27
7. Management's Discussion and Analysis of Financial
Condition and Results of Operations....................... 29
7A. Quantitative and Qualitative Disclosures About Market Risk 44
8. Financial Statements and Supplementary Data............... 44
9. Changes in and Disagreements with Accountants
on Accounting and Financial Disclosure.................... 44
PART III
10. Directors and Executive Officers of the Registrant........ 45
11. Executive Compensation.................................... 48
12. Security Ownership of Certain Beneficial Owners and
Management................................................ 53
13. Certain Relationships and Related Transactions............ 56
PART IV
14. Exhibits, Financial Statement Schedules and Reports on
Form 8-K................................................. 60
FINANCIAL INFORMATION
Financial Statements F-1
Financial Statement Schedules F-26
<PAGE>
FORWARD-LOOKING STATEMENTS IN FORM 10-K
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. Forward-looking statements
include, for example, statements regarding JDN Realty Corporation's liquidity,
the availability of capital resources, capital expenditures, continuing
relationships with tenants and vendors and litigation. Forward-looking
statements are, by their nature, subject to known and unknown risks and
uncertainties. Among the factors that could cause actual results to differ
materially from those anticipated are the following: management changes
described in this report; any additional future management changes; a decrease
in the number of development assignments from Wal-Mart and Lowe's; the ability
to attract and retain key employees; the impact of restated financial statements
included in this report on credit availability and generally in the financial
and credit markets; any future default under any of JDN Realty Corporation's or
JDN Development Company, Inc.'s bank credit facilities and the impact of special
terms and conditions of such facilities, including the reduced availability and
increased interest costs thereunder; business conditions and the general
economy, especially as they affect interest rates and value-oriented retailers;
the federal, state and local regulatory environment; the ability to refinance
maturing debt obligations on acceptable terms; availability of debt and equity
capital with acceptable terms and conditions including, without limitation, the
availability of bank credit to fund development activities; the ability to sell
operating shopping center properties and parcels of land on schedule and upon
economically favorable terms; the availability of partners for joint venture
projects and the ability to negotiate favorable joint venture terms;
availability of new development opportunities; changes in the financial
condition or corporate strategy of or business relations with JDN Realty
Corporation's and JDN Development Company, Inc.'s primary retail tenants, in
particular those of Wal-Mart and Lowe's; the outcome and costs of pending
litigation and investigations noted in this report; the ability to fund,
complete and lease existing development and redevelopment projects on schedule
and within budget; tax legislation affecting the development business of JDN
Realty Corporation and JDN Development Company, Inc.; and the ability of JDN
Realty Corporation to maintain its qualification as a REIT. Other risks,
uncertainties and factors that could cause actual results to differ materially
from those projected are detailed from time to time in press releases and
reports filed by JDN Realty Corporation with the Securities and Exchange
Commission, including Forms 8-K, 10-Q and 10-K. See also, "Risk Factors" under
Item 1 of this report.
1
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PART I
Item 1. Business
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BACKGROUND
JDN Realty Corporation is a real estate company specializing in the
development and asset management of shopping centers anchored by value-oriented,
necessity item retailers. When referred to herein, the term "Company"
represents JDN Realty Corporation and its wholly owned or majority-owned
subsidiaries. As of December 31, 1999, the Company and JDN Development Company,
Inc. ("JDN Development") owned and operated, either directly or indirectly
through affiliated entities, 109 shopping center properties containing
approximately 12.9 million square feet of gross leasable area ("Company GLA")
located in 17 states, with the highest concentrations in Georgia, North
Carolina, and Tennessee. The principal tenants of the Company's and JDN
Development's properties include Wal-Mart, Lowe's, and Kroger. As of December
31, 1999, no single property accounted for 10% or more of the total assets or
total aggregate revenues of the Company and JDN Development. As of December 31,
1999, the Company and JDN Development, either directly or indirectly through
affiliated entities or joint ventures, had 34 projects under construction. JDN
Realty Corporation was incorporated under Maryland law in 1993 and has elected
to be treated as a real estate investment trust ("REIT") for federal income tax
purposes.
JDN Development was formed in December 1994 to engage primarily in the
development of shopping center properties. JDN Development was initially
structured such that the Company owned 99% of the economic interest while J.
Donald Nichols, the Company's former Chief Executive Officer, owned the
remaining 1% of the economic interest and controlled JDN Development's
operations and activities through his voting common stock ownership.
On May 19, 2000, Mr. Nichols sold his voting common stock in JDN
Development to W. Fred Williams, President of JDN Development. Because it is
not a REIT, JDN Development may engage in certain activities in which the
Company cannot engage, such as sales of all or portions of development projects
and third-party fee development. Because of recent legislation amending the tax
laws applicable to REITs, the ownership structure of JDN Development and the
manner in which the Company conducts its development business may change
significantly before April 30, 2001. See "Management's Discussion and Analysis
of Financial Condition and Results of Operations - Federal Income Tax
Legislative Developments" for additional information regarding the "Ticket to
Work and Work Incentives Improvement Act of 1999."
As of December 31, 1999, the Company had invested $4.0 million in JDN
Development in the form of equity capital, $86.2 million in the form of secured
notes receivable and $30.9 million in the form of unsecured advances. As of
December 31, 1999, the Company guaranteed all or portions of two loans of JDN
Development in the amount of $16.3 million. The loans are secured by property
owned by JDN Development and are due in 2000. In June 2000, JDN Development
satisfied one of these loans in full and reduced the balance on the remaining
loan to $3.5 million.
RECENT DEVELOPMENTS
Undisclosed Compensation Arrangements, Related Party Transactions and
Unauthorized Benefits
In February 2000, the Company announced that it had discovered undisclosed
compensation arrangements and related party transactions with two executive
officers of the Company and JDN Development. The undisclosed compensation
arrangements were in the form of payments by the Company or JDN Development for
the purchase of land on behalf of an entity owned by these officers and in the
form of payments of fees and commissions to this entity. The undisclosed
related party
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transactions consisted of sales of land by JDN Development to entities in which
these officers directly or indirectly held an interest. In addition, the Company
discovered that these officers received unauthorized benefits from or through
JDN Development, which included unauthorized receipt of commissions and fees
related to real estate transactions consummated by JDN Development, unauthorized
site improvements to land owned by these officers and the unauthorized
conveyance of one parcel of land to these officers.
The aggregate amount of the undisclosed compensation and unauthorized
benefits to these officers was as follows:
<TABLE>
<CAPTION>
Undisclosed Unauthorized
Year Ended December 31, Compensation Benefits
------------------------------------------------------------------------------------------
<S> <C> <C>
1994 $ 599,940 $ 1,000
1995 782,500 103,000
1996 539,000 359,150
1997 1,277,000 290,284
1998 885,000 371,461
1999 - 298,719
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Total $ 4,083,440 $ 1,423,614
============= ==============
</TABLE>
Because these transactions were not disclosed to or otherwise known by
other members of management, these amounts were not accurately recorded in the
accounting records of JDN Development and the Company and were not accurately
recorded or disclosed in the Company's previously issued audited financial
statements as of and for the years ended December 31, 1994 through 1998. As a
result, the Company has restated its financial statements included in Item 8 of
this report for the years ended December 31, 1997 and 1998 and for each quarter
in 1998 and for the first three quarters of 1999. The Company has also restated
certain financial data included in Item 6 of this report for the years ended
December 31, 1994 through 1998.
Management Changes
In February 2000, Mr. Nichols resigned as Chief Executive Officer of the
Company and as President of JDN Development. In April 2000, Mr. Nichols resigned
from his remaining positions with the Company and JDN Development. Upon Mr.
Nichols' resignation as Chief Executive Officer, an interim office of the Chief
Executive Officer was established and occupied by William J. Kerley, Chief
Financial Officer of the Company and Elizabeth L. Nichols, President of the
Company. In April 2000, the interim office of Chief Executive Officer was
disbanded, and Craig Macnab, a member of the Company's Board of Directors, was
hired to serve as Chief Executive Officer of the Company. In March 2000, W. Fred
Williams was hired to serve as President of JDN Development. In February 2000,
Jeb L. Hughes, Senior Vice President of JDN Development, and C. Sheldon
Whittelsey, IV, Vice President of the Company and JDN Development, resigned from
all of their positions with the Company and JDN Development. In April 2000,
William J. Kerley resigned from the position of Chief Financial Officer of the
Company, and John D. Harris, Jr., the Company's Controller, was appointed
Interim Chief Financial Officer.
Bank Credit Agreements
As a result of the undisclosed compensation and related party transactions,
the Company was in default under the credit agreements related to its primary
line of credit and term loan. On May 23, 2000, the Company and the bank groups
entered into amendments to its line of credit and term loan, which cured all
existing defaults. Under these amended and restated credit agreements, loans
outstanding were converted from unsecured to secured, the interest rates
increased to LIBOR plus 2.50% (reduces to LIBOR plus 2.25% after approximately
90 days once certain post-closing conditions are met), the
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maximum amount available under the line of credit decreased from $200 million to
$175 million and the maturity dates changed to June 2001.
Discrepancies in Leases with and Land Sales to Tenants
In April 2000, the Company announced the discovery of discrepancies in cost
and other information underlying certain leases and real estate sales agreements
with the Company's two largest tenants, Wal-Mart and Lowe's (collectively, the
"Major Anchor Tenants"). The Company determined that these discrepancies may
have affected the negotiation of rental rates and purchase prices paid by the
Major Anchor Tenants on transactions with the Company and JDN Development.
After further investigation and discussions with the Major Anchor Tenants, the
Company, JDN Development and the Major Anchor Tenants entered into an Estoppel
and Release on May 23, 2000 (the "Settlement Agreement") which contained a
financial settlement and reaffirmed the terms of all existing leases without
modification, restatement or adjustment and reaffirmed all previously
consummated real estate sales transactions without modification, restatement or
adjustment.
Additional Information
For additional information on the recent developments noted above, see the
following sections of this report: "Legal Proceedings" in Item 3, "Management's
Discussion and Analysis of Financial Condition and Results of Operations" in
Item 7, "Directors and Executive Officers of the Registrant" in Item 10,
"Executive Compensation" in Item 11 and "Certain Relationships and Related
Transactions" in Item 13.
DESCRIPTION OF BUSINESS
Development
The Company's primary business is to develop shopping centers anchored by
strong retailers such as, for example, the Major Anchor Tenants. Through
December 31, 1999, the Company, its predecessors and JDN Development had
developed or jointly developed 176 shopping center projects, of which 104 were
built on assignment from Wal-Mart and 28 were built on assignment from Lowe's.
The Company's and JDN Development's primary development relationships continue
to be with Wal-Mart and Lowe's, with additional relationships with Kroger,
PetsMart and Kohl's. Further, the Company and JDN Development are involved in
development activities with 10 different secondary anchor tenants such as
Staples and T.J. Maxx.
Management believes that its historic relationships with these and other
value-oriented retailers have provided the Company and JDN Development with a
significant number of opportunities for shopping center development. Management
believes that the selection of the initial tenants for a shopping center project
is among the most important factors in determining the initial success and long-
term viability of a project.
After obtaining an assignment from a retailer in a particular market, JDN
Development generally:
. Obtains an option on the proposed site;
. Develops a site plan, taking into account the physical constraints of
the property and the physical requirements of the shopping center
retailers, that can be translated into economic terms to set rental
rates for anchor tenants;
. Performs preliminary demographic, traffic and economic studies on the
proposed site;
. Contacts other major shopping center retailers that management
believes would be interested in the same market to determine their
interest in establishing a store at the proposed site;
. Estimates costs by evaluating soil, water, sewer, environmental and
traffic factors, as well as any other costs associated with the
proposed site;
. Reviews the local rental market to determine demand for and pricing of
local tenant space;
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. Contacts potential outparcel users for the site to determine demand
for and pricing of outparcels;
. Performs financial analyses to confirm that the development meets
internal return on investment criteria; and
. After JDN Development obtains a commitment from a significant shopping
center retailer, the Company and JDN Development purchase the site and
JDN Development oversees construction of the shopping center.
The Company and JDN Development have historically concentrated their
development activities in the Southeast as a result of attractive shopping
center development opportunities with major anchor retailers in this region. The
Company and JDN Development expect to continue to pursue development
opportunities within the Southeast based on assignments from major retailers.
In addition, the Company looks to develop, acquire and own outparcels, grocery
anchored shopping centers and specialty retail shopping centers in locations
with demonstrated growth potential or density that present high barriers to
entry for other shopping center developers.
In 1999, JDN Development, through a newly formed wholly owned subsidiary,
acquired Goldberg Property Associates, Inc. ("Goldberg"), a real estate
development, brokerage and property management company in Denver, Colorado.
This acquisition provides JDN Development with additional development
opportunities, regional knowledge of the Intermountain states and opportunities
to develop for additional regional retailers. Additionally, JDN Development has
pursued development opportunities with its own development staff and with
selected local developers in the Midwest, Southwest, Northeast and California as
the result of increased tenant interest and opportunities in these markets.
During 1999, the Company and JDN Development developed projects which added
approximately 2.0 million square feet of Company GLA completed to the Company's
operating portfolio of shopping centers and cost approximately $179.6 million.
As of December 31, 1999, the Company, either directly or indirectly through JDN
Development and joint ventures, had begun construction of a total of 34 projects
which are expected to add approximately 2.7 million square feet of Company GLA
to the Company's operating portfolio of shopping center properties.
Asset Management
The Company's in-house leasing, property management and asset management
teams work together to attract and retain national, regional and local tenants
and to maintain productive relationships with these tenants. Further, the
Company's and JDN Development's relationships with national and regional non-
anchor tenants have contributed to a relatively high percentage of the non-
anchor retail space of each development project being leased prior to
completion. The leasing staff seeks a complementary mix of financially
qualified tenants. The Company's leasing professionals analyze the financial
condition of each retail prospect, evaluate the prospect's business plan and
suitability as a tenant in a particular center and recommend the prospect to
management. In management's judgement, this process maximizes occupancy and
reduces the risk of tenant turnover.
During 1999, on a "same property" basis, the Company achieved the following
results:
. Net operating income increased 0.5% for the year ended December 31,
1999 as compared to the year ended December 31, 1998, primarily as a
result of leasing of vacant space, rental increases from existing
tenants and higher percentage rent payments.
. At December 31, 1999, the properties were 95.9% leased as compared to
97.5% at December 31, 1998. This decrease primarily relates to an
anchor tenant at one of the Company's shopping center properties whose
lease terminated at the end of 1999.
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. Annualized base rent per leased square foot increased to $7.01 as of
December 31, 1999 from $6.91 as of December 31, 1998 due to an
increase in effective rent upon turnover or renewal of space.
As of December 31, 1999, the Company and JDN Development's operating
portfolio of 109 shopping center properties was 95.2% leased.
Redevelopment and Expansion
The Company's business strategy also includes the selective redevelopment,
retenanting and expansion of existing or recently acquired shopping centers to
increase cash flows and property values. The Company has historically been
active in its tenants' expansion plans as changing demographics and increased
sales warrant expansion or relocation. Redevelopment projects have included
adding anchor tenants, changing the tenant mix and reconfiguring shopping
centers. The Company and JDN Development have worked closely with several
anchor tenants to enlarge their stores and enhance merchandising capabilities at
existing and recently acquired properties.
During 1999, the Company completed the redevelopment of a shopping center
located in Cartersville, Georgia. As part of this redevelopment, the Company
relocated a 27,200 square foot Ingles into a 60,000 square foot store, which was
previously occupied by Wal-Mart. Also during 1999, the Company completed the
renovation and expansion of its Lafayette, Georgia shopping center, which
included the expansion of Food Lion. In addition, the Company replaced a
vacating anchor tenant space in Asheville, North Carolina with Dick's Sporting
Goods.
At December 31, 1999, the Company and JDN Development had two redevelopment
projects and two expansions underway:
. In Milwaukee, Wisconsin, JDN Development is relocating a 21,090 square
foot Walgreen's out of an existing predominately vacant mall to an
outparcel owned by JDN Development and replacing the mall with a
120,000 square foot Wal-Mart.
. In Eastman, Georgia, the Company is relocating a 3,600 square foot
Movie Gallery into a 4,800 square foot freestanding store and
expanding Food Lion into a 35,560 square foot store.
. In Warner Robins, Georgia, the Company is adding a Phase II expansion
to the existing shopping center, which will include a Wal-Mart Super
Center (non-owned), PetsMart, TJ Maxx, a national office supply
tenant, and 20,400 square feet of additional retail space.
. In Greensboro, North Carolina, the Company is adding a Phase II
expansion to the existing shopping center, which will include an Old
Navy and Dick's Sporting Goods.
Dispositions
The disposition strategy of the Company is to maximize the return on re-
deployed capital so that the end result is long-term value creation. The asset
management and disposition teams analyze properties for potential dispositions
and focus on selling assets that management believes:
. Do not fit the corporate strategy and
. Are valued more highly by the external market than the Company values
them internally.
The Company believes that the selective disposition of assets represents an
effective means for it to generate additional capital. The Company has utilized
different strategies for dispositions, which have included selling all or
portions of shopping centers for cash and selling shopping centers using tax
efficient means such as tax-deferred exchanges ("1031 Exchanges") under Section
1031 of the Internal Revenue Code of 1986, as amended (the "Code").
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During 1999, the Company sold the following five shopping center
properties:
<TABLE>
<CAPTION>
Disposition Company
Location Date GLA Proceeds
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<S> <C> <C> <C>
Tullahoma, Tennessee 8/3/99 79,295 $ 3,650,000
Cartersville, Georgia 9/30/99 375,067 24,364,000
Greensboro, North Carolina * 12/14/99 342,220 35,857,755
Greenville, North Carolina * 12/14/99 232,821 25,791,007
Wilmington, North Carolina * 12/14/99 143,764 16,851,238
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1,173,167 $106,514,000
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(*) Sold using a 1031 Exchange. As such, the net
proceeds from the sales were deposited with
a Qualified Intermediary as defined in the
regulations promulgated under the Code. The
Company identified replacement property within
time limits imposed by the Code and
purchased replacement property totaling
approximately $35.6 million on June 11, 2000.
</TABLE>
As of December 31, 1999, the Company was negotiating the sale of four other
shopping centers, all of which were subject to definitive agreements at that
date. The sale of these centers closed in the first quarter 2000 netting
proceeds to the Company of $29.2 million. In January 2000, the Company and JDN
Development began negotiating to sell all or a portion of 14 additional shopping
center properties (the "Additional Sale Properties") with an aggregate net book
value of $132.6 million for an estimated aggregate purchase price of
approximately $146.9 million. Ten of the Additional Sale Properties include
the sale of a Wal-Mart Supercenter, a Lowe's store or both. The Additional Sale
Properties include three properties that the Company and JDN Development intend
to sell to Wal-Mart as described in "Management's Discussion and Analysis of
Financial Condition and Results of Operations" in Item 7 below. The Company and
JDN Development sold four of the Additional Sale Properties, including two of
the three to Wal-Mart as described in Recent Developments, in May and June 2000
netting proceeds of $16.4 million after the paydown of secured indebtedness of
JDN Development in the amount of $12.8 million. The Company expects to close
the sale of the remaining Additional Sale Properties in the third and fourth
quarters of 2000. The Additional Sale Properties represent approximately 14.8%
of net operating income for the year ended December 31, 1999. The closing of
the remaining Additional Sale Properties is dependent upon, among other things,
completion of due diligence and, in some instances, 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 Additional
Sale Properties could adversely affect the Company's ability to fund its ongoing
development activities.
TENANTS
As of December 31, 1999, the Company and JDN Development had the following
significant tenants.
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Percent of Percent of
Company Annualized
Tenant GLA Base Rent
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Wal-Mart 22.4% 14.3%
Lowe's 15.7% 17.5%
No other tenant accounted for more than 10% of Company GLA or annualized
base rent in 1999. The loss of either Major Anchor Tenant or the inability of
either of them to pay rent would have a material adverse effect on the Company's
financial condition and results of operations. See also "Risk Factors" below
and "Recent Developments" above.
The tenant base of the Company and JDN Development had the following
characteristics as of December 31, 1999:
Percent of Percent of
Company Annualized
Type of Tenant GLA Base Rent
------------------------------------------------------------------------
Anchor 76.8% 69.3%
Non-anchor 18.4% 30.7%
Unleased 4.8% 0.0%
--------- --------
Total 100.0% 100.0%
========= ========
National 77.8% 76.3%
Regional 9.1% 11.0%
Local 8.3% 12.7%
Unleased 4.8% 0.0%
--------- --------
Total 100.0% 100.0%
========= ========
COMPETITION
The Company and JDN Development compete with commercial developers, real
estate companies and other real estate owners for development and acquisition
opportunities in all of its market areas. Certain of these competitors may have
greater amounts of available capital, better access to capital at lower costs,
more management and development expertise and other resources than those of the
Company or JDN Development. The operations of each shopping center in the
Company's portfolio are subject to competition from similar shopping centers in
their respective locations. Management believes that the Company and JDN
Development are well positioned to compete effectively for development and
acquisition opportunities and are generally well positioned to compete in
markets in which its shopping center properties are located, although recent
developments described in this report could impact the competitive position of
the Company and JDN Development in the future.
ENVIRONMENTAL MATTERS
The Company and JDN Development are subject to numerous federal, state and
local environmental regulations that apply to the development, ownership and
operation of real property. In
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developing shopping centers, the Company and JDN Development engage
environmental consultants to determine whether flood plains, wetlands or
environmentally sensitive areas are part of the property to be developed. If
flood plains are identified, any necessary governmental permits or consents are
sought and, if required, development and construction is planned so that flood
plain areas are preserved or alternative flood plain capacity is created in
conformance with federal and local flood plain management requirements.
Stormwater discharge from a construction facility is evaluated in
connection with the requirements for stormwater permits under the Clean Water
Act, which is an evolving program in most states. Management anticipates that
general stormwater permits will be applicable to the Company's activities and
individual permits will not be required for existing or new developments.
Some of the Company's shopping centers contain friable asbestos elbow
fitting insulation on mechanical systems throughout the shopping centers and may
contain other asbestos containing materials. These materials are inspected for
damage or disturbance periodically and adequate remediation is performed in the
event of any repairs or renovations on the affected area. Some of the buildings
on the Company's properties were built when low concentrations of non-friable
asbestos were commonly used in building materials such as roof flashings and
vinyl floor tile and may contain non-friable asbestos building materials.
Management believes that buildings that contain limited amounts of friable
asbestos, which is subject to monitoring by the Company, and materials that
contain low concentrations of non-friable asbestos, when properly managed and
maintained generally do not impose any environmental hazard. In 1999, the
Company and JDN Development purchased certain land for its development projects,
which contained structures with friable asbestos. The Company and JDN
Development performed demolition and remediation according to government
regulations prior to beginning construction. The Company's properties may also
be affected by materials that contain polychlorinated bipheynis ("PCBs"), such
as electrical transformers, owned by other parties located on the Company's
properties. Management does not believe that the presence of such materials
will result in removal costs that would have a material adverse effect on the
Company's financial condition or results of operations in the event of any
future major repairs or renovation activities.
Any one or more of the Company's shopping centers can potentially be
negatively impacted, either through physical contamination or by virtue of an
adverse effect on property values by the release of hazardous or toxic
substances emanating from areas adjacent to or near the centers. Several of the
centers are adjacent to or near areas that either contain or have contained
above-ground or underground petroleum storage tanks that either have or may have
released petroleum products into the soil or groundwater. At least five of the
Company's shopping center properties at one time contained underground storage
tanks that were used to store petroleum products. Soil and groundwater
contamination has been the subject of remediation efforts and has been
documented at one of these sites.
The general policy of the Company and JDN Development is to obtain a new or
updated environmental assessment each time it develops or acquires a property.
The Company and JDN Development had Phase I environmental assessments conducted
on each property on which they began construction during 1999.
The terms of all agreements for purchase and sale of properties the Company
and JDN Development have acquired or will acquire contain or are expected to
contain representations related to the sellers' knowledge of existing
environmental conditions. Generally, sellers do not assume responsibility for
any liability relating to existing adverse environmental conditions that are not
known to the seller. Moreover, because the terms of the Company's leases with
its shopping center tenants do not give the Company control over the day-to-day
operational activities of the tenants, no assurance can be given that any lessee
of a property owned or to be owned by the Company has not and will not create a
hazardous environmental condition.
Except for one instance noted below, the Company and JDN Development have
not been notified by any governmental authority of any material noncompliance,
environmental claim or liability
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in connection with any of its shopping centers. The Company and JDN Development
have not been notified of any claim for personal injury or property damage by a
private party in connection with any of its properties as a result of
environmental conditions. The Company and JDN Development have been notified
that the Environmental Protection Agency intends to investigate an alleged
violation of a wetlands permit at one of the Company's recently developed
properties. However, management does not believe that this investigation will
have a material adverse effect on the Company's financial position or results of
operations. The Company and JDN Development are not aware of any other
environmental condition or liability with respect to any of its properties that
management believes would have a material adverse effect on the Company's
financial position or results of operations.
EMPLOYEES
As of June 2, 2000, the Company, JDN Development and their subsidiaries
employed 120 full-time individuals and three part-time individuals, including
executive, administrative and field personnel.
FINANCIAL INFORMATION ABOUT INDUSTRY SEGMENTS
The Company is in the business of development, redevelopment, asset
management and acquisition and disposition of shopping centers. The Company
considers its activities to consist of a single industry segment. See the
Consolidated Financial Statements and Notes thereto included in Item 8 of this
Annual Report on Form 10-K for certain information required in Item 1.
RISK FACTORS
As a real estate company specializing in the development and acquisition of
retail shopping centers, the Company is subject to certain risks and
uncertainties that could cause actual results to differ materially from those
indicated in certain forward-looking statements contained herein and elsewhere.
In addition, because it operates as a REIT, the Company is also subject to
certain tax related risks. Among the factors that could cause actual results to
differ materially from those indicated and that could cause future results to
differ materially from past results are the following:
The Company is Dependent on Major Anchor Tenants for Revenues; Major Anchor
Tenant Relations May be Affected by Recent Developments
Major Anchor Tenants. As of December 31, 1999, Wal-Mart and Lowe's each
leased more than 10% of the gross leaseable area that the Company owned
directly. Wal-Mart and Lowe's also each accounted for more than 10% of the
Company's total minimum rent. No other single tenant accounted for more than
10% of the Company's gross leaseable area or more than 10% of the total minimum
rent in 1999.
If the Company were unable to finance, complete and lease or sell
development projects to either of the Company's two largest tenants or if the
financial condition or corporate strategy of either of these tenants changes or
if the recent developments adversely affect the willingness or interest of the
Major Anchor Tenants to do business with the Company, the Company could
experience material adverse consequences, such as reduced net income, reduced
funds from operations, reduced distributions and violation of covenants in one
or more of its debt obligations. In addition, other tenants may not be
attracted to the Company's properties without these tenants. See "Business-
Recent Developments" in Item 1 of this report and "Management's Discussion and
Analysis of Financial Condition and Results of Operations - Liquidity and
Capital Resources." The following is a list of examples of changes that could
have a material adverse effect on the Company:
. The Company could experience a loss of liquidity, either through
further restrictions under its existing credit facility, its inability
to attract joint venture partners, its inability to sell projects as
expected, its inability to access alternative sources of capital, or
otherwise, that
10
<PAGE>
could cause the Company to become unable to start or complete existing
or new development projects;
. Wal-Mart or Lowe's could become unable to complete and lease existing
development and redevelopment projects on schedule and within targeted
projections;
. Wal-Mart or Lowe's could become unable to pay rent as it becomes due;
. Wal-Mart or Lowe's could fail to renew leases as they expire causing
vacancy at certain shopping centers or causing the Company to re-lease
the vacant space on less than favorable economic terms;
. Wal-Mart or Lowe's could discontinue providing or provide
significantly fewer assignments of development projects to the Company
or Wal-Mart or Lowe's could provide assignments that are not
economically feasible for the Company to pursue, and the Company could
be unable to replace the income from these assignments with
economically advantageous assignments from other retail anchor
tenants;
. The Company could become unable to complete new and existing
development projects for these tenants as a result of the inability or
unwillingness of third-party vendors to provide services to the
Company; and
. The Company would become unable to obtain funds through joint venture
relationships as a result of the inability or unwillingness of third-
party potential joint venture partners to enter into joint venture
relationships with the Company.
Other Tenants. A change in the financial condition or business strategy of
another major tenant or a number of smaller tenants may have an adverse impact
on the properties affected and on the income that those properties produce.
Other Tenant Relations May be Affected by Recent Developments. The Company
depends, and will continue to depend upon, its relationships with current and
future tenants. Management believes, based on the current level of activity,
that it has the ability to maintain current and develop new relationships.
However, inability of the Company to maintain current and to develop new tenant
relationships, as a result of the events described in "Recent Developments" in
Item 1 of this Report, could have a material adverse effect on the Company.
The Company is Dependent on Outside Financing to Support its Business Strategy
The Company's strategy includes developing and redeveloping shopping center
properties. Because the Company operates in a manner so as to preserve its
qualification as a REIT, and the requirement that it distribute at least 95% of
its taxable income (or 90% of its taxable income after December 31, 2000) to
shareholders each year, the Company is generally not able to fund its
acquisitions and development activities with cash from operating activities.
The Company must therefore rely, in part, on the availability of debt or equity
capital to fund development and redevelopment activities.
The Company's existing bank credit facilities as amended in May 2000
consist of a $175.0 million revolving credit agreement (under which the Company
had $28.0 million available as of May 31, 2000) and a $100.0 million term loan,
as more particularly described under "Management's Discussion and Analysis of
Financial Condition and Results of Operations - Liquidity and Capital
Resources." The bank credit facilities contain restrictions on the Company's
ability to incur additional indebtedness, requires the Company to maintain
certain specified financial ratios and obligates the Company to provide certain
of its properties as security. The Company may be unable to refinance or repay
this indebtedness in full when it matures in June 2001. There can also be no
assurance that the Company will have access to public or private debt or equity
capital markets to fund future growth on acceptable terms.
The Company is subject to a variety of risks associated with debt
financing. Examples of these risks include the following:
11
<PAGE>
. The Company's cash provided by operating activities may be
insufficient to meet required payments of principal and interest;
. The Company may be unable to pay or refinance indebtedness on its
properties;
. If prevailing interest rates or other factors at the time of
refinancing result in higher interest rates on refinancing, then the
Company's interest costs would increase, which may adversely affect
the Company's costs and related returns on its development and
redevelopment activities, cash provided by operating activities and
the ability to make distributions or payments to holders of the
Company's securities;
. If the Company is unable to secure refinancing of indebtedness on
acceptable terms, the Company may be forced to dispose of properties
upon disadvantageous terms, which may result in losses to the Company
and may adversely affect the Company's funds from operations;
. If the Company is unable to obtain secured or unsecured financing on
acceptable terms, the Company may not be able to fund its development
pipeline, resulting in a loss of future income and asset value to the
Company; and
. If a property or properties are mortgaged to secure payment of
indebtedness and the Company is unable to meet mortgage payments, the
mortgagee may foreclose upon the property or otherwise compel the
Company to transfer the property to the mortgagee, resulting in a loss
of income and asset value to the Company.
The Company is limited on the amount of its secured debt outstanding to 40%
of its Adjusted Total Assets, as defined in the indenture governing its publicly
issued notes.
As a result of its failure to timely file its Annual Report on Form 10-K
for the year ended December 31, 1999, the Company's registration statements on
Form S-3 as filed with the Securities and Exchange Commission ("SEC") are no
longer effective. The inability of the Company to rely on its shelf
registration statements will increase the Company's financing costs and may
adversely affect the Company's ability to timely access the public debt and
equity capital markets.
The Company is Dependent on Land Sales and Shopping Center Sales to Support its
Growth
In addition to outside financing, the Company is dependent upon selling
land and shopping centers to provide funds to invest in its development
activities. The closing of real estate transactions requires considerable
effort and is dependent upon multiple factors that are not necessarily within
the Company's control. Among these factors are the ability of the purchaser to
obtain financing, the resolution of issues arising out of due diligence,
economic conditions which may make sales prices unattractive to the Company,
economic conditions which make real estate unattractive to potential purchasers,
and unforeseen delays in the process which cause delays in the closing. Failure
to close land sales and shopping center sales on schedule could adversely affect
the Company's ability to continue to fund its development activities.
The Company is Subject to Tax-Related Risks
Tax Liabilities of Failure to Qualify as a REIT. The Company has elected
to be taxed as a REIT for federal income tax purposes. We can provide no
assurance, however, that the Company will continue to operate in a manner
enabling it to remain so qualified. Qualification as a REIT involves the
application of highly technical and complex Code provisions. Also, the
determination of various factual matters and circumstances not entirely within
the Company's control may impact its ability to qualify as a REIT. In addition,
new legislation, regulations, administrative interpretations or court decisions
may significantly change the tax laws with respect to the qualification as a
REIT or the federal income tax consequences of such qualification.
12
<PAGE>
Among the requirements to qualify as a REIT, the Company must distribute at
least 95% (or 90% after December 31, 2000) of its taxable income to its
shareholders each year. Possible timing differences between the receipt of
income, the payment of expenses and the inclusion and deduction of such amounts
in determining taxable income could force the Company to reduce its dividends
below the level necessary to maintain its qualification as a REIT, which would
have material adverse tax consequences. In order to maintain qualification as a
REIT, the Company must also satisfy annually two gross income requirements. In
addition, at the close of each quarter of the Company's taxable year, the
Company must satisfy certain tests under the Code relating to the nature of its
assets. As part of these asset tests, a REIT cannot own securities of any one
issuer in an amount representing more than 10% of the outstanding voting
securities of such issuer (or more than 10% of either the voting securities or
of the total value of the securities of such issuer after December 31, 2000).
The Internal Revenue Service has adopted the Securities and Exchange
Commission's position that the term "voting security" should generally be
interpreted to include not only the formal legal right to vote for the election
of directors pursuant to the law of the state of incorporation but also the de
facto power, based on all the surrounding facts and circumstances, to determine,
or influence the determination of, the identity of a corporation's directors.
The Company presently owns 1% of the voting securities and 100% of the non-
voting securities of JDN Development. While no assurance can be given that the
IRS would not successfully assert that the shares of non-voting securities of
JDN Development held by the Company constitute "voting securities," management
of the Company believes that the Company does not have the de facto power to
determine, or unduly influence the determination of, the identity of the
directors of Development Company.
If in any taxable year the Company does not qualify as a REIT, it would be
taxed as a "C" corporation and, in computing its taxable income, the Company
would not be able to deduct distributions to the holders of the Company's
capital stock. In addition, unless entitled to relief under certain statutory
provisions, the Company could not elect REIT status for the four taxable years
following the year during which qualification was lost. It is not possible to
state whether in all circumstances the Company would be entitled to such
statutory relief. Failure to qualify as a REIT for even one year could result
in the Company incurring substantial indebtedness (to the extent borrowings are
feasible) or liquidating substantial investments in order to pay the resulting
taxes. In addition, the Company would no longer be required by the Code to make
any distributions to its stockholders. As a "C" corporation, future
distributions by the Company to its stockholders will be made at the discretion
of the Company's Board of Directors, and it is not anticipated that the Company
would make any distributions to its stockholders in the foreseeable future.
This likely would have a significant adverse affect on the value of the
Company's securities.
Other REIT Taxes. Although qualified for REIT taxation, certain
transactions or other events could lead to the Company being taxed at rates
ranging from 4% to 100% on certain income or gains.
The Company Lacks Control Over the Day-to-Day Operations and Management of JDN
Development
While the Company owns 99% of the economic interest in JDN Development, 99%
of its voting stock is owned by W. Fred Williams, President of JDN Development.
The Company, therefore, does not control the timing or amount of distributions
of JDN Development, nor does the Company control the day-to-day operations of
JDN Development. The Company also lacks the ability to set the business
policies and operations of JDN Development. As a result, JDN Development could
potentially engage in business activities that are not in the Company's best
interests.
The Outcome of Shareholder Litigation May Adversely Affect the Company's
Business and Financial Results
13
<PAGE>
Claims have been brought by shareholders against the Company and certain of
its directors and current and former executive officers alleging various
violations of federal securities laws and state laws. An unfavorable
disposition of these claims against the Company and the costs related thereto
could have a material adverse effect on the Company's financial condition or
cash flows and results of operations, as described in "Legal Proceedings" in
Item 3 of this report. It is likely that the Company will incur substantial
defense costs.
The Company May Become Subject to Regulatory Proceedings
As a result of an investigation by a special committee of the Company's
Board of Directors into undisclosed compensation arrangements, related party
transactions and unauthorized benefits, the Company was unable to file this
report by the required deadline. The SEC has contacted the Company and has
requested the voluntary production of certain documents and other information
from the Company related to the matters investigated by the special committee;
the Company is cooperating with the SEC in responding to this request. The
Company cannot be certain that it will not be subject to regulatory proceedings
initiated by the SEC or other regulatory agencies. Regulatory agencies and self-
regulatory organizations, such as the SEC, the New York Stock Exchange, the
Internal Revenue Service or state tax authorities, may seek to impose fines,
penalties or other remedies against the Company. The imposition of any such
fines, penalties or other remedies could have a material adverse effect on the
Company.
Changes in Key Personnel and Lack of Effective Form S-8 May Adversely Affect the
Company
The Company depends on the efforts of its executive officers and other key
personnel. The recent resignations of certain executive officers and key
personnel of the Company and the loss of key personnel in the future could have
a significant adverse effect on the Company's operations. Similarly, the Company
has recently hired new executives and promoted or reassigned other personnel.
The inability of these employees to effectively assume their new
responsibilities could have an adverse effect on the Company's operations.
Also, as a result of the Company's failure to file timely its Annual Report on
Form 10-K for the year ended December 31, 1999, the Company's registration
statement on Form S-8 filed with the SEC is no longer effective which will
increase the cost and may delay the timing of any awards of stock options or
stock to employees of the Company. Without an effective registration statement,
any securities issuances under the Company's employee benefit plans will consist
of securities that will not be freely tradeable when issued.
The Company is Subject to Risks Inherent in Investment in Real Estate Properties
General Risks. Real property investments are subject to varying degrees of
risk. Among the factors that may affect real estate values and the income
generated from real estate investments are the following:
. changes in the general economic climate;
. local conditions (such as an over supply of or a reduction in demand
for shopping center space in an area);
. the quality and philosophy of management;
. competition from other available space;
. the ability of the owner to provide adequate maintenance and
insurance;
. variable operating costs (including real estate taxes);
. costs associated with federal, state and local government laws and
regulations (including, for example, environmental, zoning and other
land use laws and regulations);
. changes in business conditions and the general economy as the affect
interest rate levels;
. the availability of financing; and
14
<PAGE>
. potential liability under and changes in environmental and other laws.
Dependence on Rental Income from Real Property. Because rental income from
real property represents substantially all of the Company's total revenues, the
inability of a significant number of the Company's tenants to meet their
obligations to the Company, or the inability of the Company to lease on
economically favorable terms a significant amount of space in its properties
could adversely affect the Company.
In the event of default by a tenant, the Company may experience delays in
enforcing, and incur substantial costs to enforce its rights as landlord. In
addition, although circumstances may cause a reduction in income from the
investment, there is generally no reduction in certain significant expenditures
associated with ownership of real estate (such as mortgage payments, real estate
taxes and maintenance costs).
Operating Risks. The Company's shopping center properties are subject to
all operating risks common to shopping center developments and are particularly
subject to the risks of changing economic conditions that affect value-oriented
retailers and the retail industry as a whole. Such risks include the following:
. competition from other shopping center developments and developers;
. excessive building of comparable properties or increases in
unemployment in the areas in which the Company's properties are
located (either of which might adversely affect occupancy or rental
rates);
. increases in operating costs due to inflation and other factors (which
increases may not necessarily be offset by increased rents);
. inability or unwillingness of lessees to pay rent increases;
. changes in general economic conditions or consumer preferences that
affect the demand for value-oriented retailers or that result in the
merger of closings or relocations by such retailers;
. the availability of debt and equity capital with favorable terms and
conditions;
. future enactment of laws regulating public places (including present
and possible future laws relating to access by disabled persons); and
. limitation by local rental markets of the extent to which rents may be
increased to meet increased expenses without decreasing occupancy
rates.
Any of the above may adversely affect the Company's ability to make
distributions or payments to holders of its securities.
Illiquidity of Real Estate. Equity real estate investments are relatively
difficult to convert to cash and therefore may tend to limit the ability of the
Company to react promptly in response to changes in economic or other
conditions. Further, restrictions applicable to REITs may affect the Company's
ability to sell properties without adversely affecting returns to holders of the
Company's securities.
Inability to Rent Unleased Space. Many factors, including certain
covenants found in some leases with existing tenants that restrict the use of
other space at a property, may affect the ability of the Company to rent
unleased space. There can be no assurance that any tenant whose lease expires
in the future will renew such lease or that the Company will be able to re-lease
space on economically advantageous terms. In addition, the Company may incur
costs in making improvements or repairs to a property that are required by a new
tenant.
Effect of Uninsured Loss on Performance. The Company carries comprehensive
liability, fire, flood, extended coverage and rental loss insurance with policy
specifications and insured limits that are customary for similar properties.
Certain types of losses (such as from wars or earthquakes), however, are either
uninsurable or insurable only at costs, which are not economically justifiable.
If an uninsured loss occurs, although the Company would continue to be obligated
to repay any recourse mortgage indebtedness
15
<PAGE>
on the property, the Company may lose both its invested capital in, and
anticipated profits from, the property.
Competition. Numerous commercial developers, real estate companies and
other owners of real estate (particularly those that operate in the states in
which the Company's properties are located) compete with the Company in seeking
land for development, properties for acquisition and tenants for properties.
Certain of these competitors may have greater access to capital and other
resources than the Company.
Potential Environmental Liability and Cost of Remediation. As an owner of
real property, the Company may become liable for the costs of removal or
remediation of certain hazardous or toxic substances at, under or disposed of in
connection with such property. Also, the Company may become liable for certain
other potential costs relating to hazardous or toxic substances (including
government fines and injuries to persons and adjacent property). Various
federal, state and local environmental laws may impose liability without regard
to whether the owner knew of, or was responsible for, the presence or disposal
of such substances and may impose liability on the owner in connection with the
activities of an operator of the property.
The costs of any required remediation, removal, fines or personal or
property damages and the Company's liability for these costs could exceed the
value of the property. In addition, the presence of such substances, or the
failure to properly dispose of or remediate such substances, may adversely
affect the Company's ability to sell or rent such property or to borrow using
such property as collateral, which, in turn, would reduce the Company's
revenues.
Americans with Disabilities Act. The Company's properties and any
additional developments or acquisitions must comply with Title III of the
Americans with Disabilities Act ("ADA"). Compliance with the ADA's requirements
may require removal of structural, architectural or communication barriers to
handicapped access and utilization in certain public areas of the Company's
properties. Noncompliance could result in injunctive relief, imposition of
fines or an award of damages to private litigants. If the Company must make
changes to bring any of its properties into compliance with the ADA, expenses
associated with such changes could adversely affect the Company's ability to
make expected distributions. The Company believes that its competitors face
similar costs to comply with the requirements of the ADA.
The Company is Subject to Risks Inherent in Development and Acquisition
Activities
Developing or expanding existing shopping centers is an integral part of
the Company's strategy for maintaining and enhancing the value of its shopping
center portfolio. While the Company's policies with respect to its activities
are intended to limit some of the risks otherwise associated with those
activities (including not commencing construction on a project prior to
obtaining a commitment from an anchor tenant), the Company and JDN Development
nevertheless will incur certain risks, including risks related to delays in
construction and lease-up, costs of materials, financing availability,
volatility in interest rates, labor availability and the failure of properties
to perform as expected. The Company and JDN Development could also become unable
to complete development projects because of the inability or unwillingness of
third-party vendors such as contractors to provide services to the Company or
JDN Development or the inability of the Company or JDN Development to obtain
financing on economically feasible terms.
Limitations on Potential Changes in Control May Adversely Affect the Company
Certain provisions of the Company's Charter and Bylaws and Maryland law may
make a change in the control of the Company more difficult, even if a change in
control were in the shareholders' interest. These provisions include the
following:
. The limitation on ownership of the Company's capital stock by any
single holder (other than J. Donald Nichols, Elizabeth L. Nichols,
their immediate family and certain affiliates) to (a) 8% of either the
number or the value of the outstanding shares of common stock and (b)
8% of either the number or the value of the outstanding shares of
preferred stock;
. The staggered terms of the Company's Board of Directors;
16
<PAGE>
. Super-majority voting in certain situations;
. Business combination provisions under Maryland law; and
. The ability of the Company's Board of Directors to issue stock without
shareholder approval.
The principal purpose of the foregoing ownership limitations is to prevent,
to the extent practicable, a concentration of ownership that might jeopardize
the Company's qualification as a REIT. An incidental consequence of such
provisions is to make a change of control significantly more difficult (if not
impossible) even if it would be favorable to the interests of the stockholders.
Such provisions will prevent future takeover attempts which the Board of
Directors has not approved even if a majority of the stockholders deem it to be
in their best interests or in which the stockholders may receive a premium for
their shares over the then market value.
17
<PAGE>
Item 2. Properties
-------------------
The Company's corporate headquarters are located in a building it owns at
359 East Paces Ferry Road, Suite 400, Atlanta, Georgia 30305. JDN Development
leases space from the Company at that location. The Company and JDN Development
coordinate most of their corporate activities from their headquarters, although
the Company and JDN Development also maintain offices in Nashville, Tennessee;
Charlotte, North Carolina; Denver, Colorado; Birmingham, Alabama; and Marlton,
New Jersey.
As of December 31, 1999, the Company JDN Development owned and operated,
either directly or indirectly through affiliated entities, 109 shopping center
properties totaling approximately 12.9 million square feet of gross leasable
area. The following tables set forth information on these properties as of
December 31, 1999:
18
<PAGE>
PROPERTY LIST
<TABLE>
<CAPTION>
YearBuilt/
Renovated Total Company Percent
Location or Expanded GLA (1) GLA Leased Anchor Stores
----------------------------------------------------------------------------------------------------------------
ALABAMA
<S> <C> <C> <C> <C> <C>
Decatur 1965/1996 122,957 122,957 87.8% Food World
Gadsden 1979 131,046 85,343 97.0% Public Wholesale, Food World(2), Eckerd
Opelika 1993/1995 306,230 306,230 100.0% Wal-Mart, Lowe's, Winn-Dixie, Goody's, CVS
Opelika 1999 135,197 135,197 100.0% Lowe's
Scottsboro 1999 223,759 40,569 91.1% Wal-Mart (2)
COLORADO
Denver 1997 244,641 244,641 99.6% King Soopers, Homeplace, OfficeMax, Just for Feet
PetsMart
FLORIDA
Bradenton 1999 9,611 9,611 100.0% -
Brandon 1997 243,207 115,952 100.0% Lowe's(2), Jumbo Sports
Brandon 1999 51,424 51,424 100.0% Publix
Fort Walton Beach 1986 21,902 21,902 73.7% -
Gulf Breeze 1998 198,459 29,829 23.6% Wal-Mart(2)
Ocala 1984/1991 183,820 183,820 98.5% Wal-Mart, Winn Dixie
Tallahassee 1990/1994 265,304 109,055 98.9% Wal-Mart(2), Lowe's
GEORGIA
Alpharetta 1998 129,044 129,044 100.0% Lowe's
Buford 1998 391,835 391,835 99.1% Wal-Mart, Lowe's
Canton 1983 127,800 127,800 92.1% Ingles
Canton (4) 1996 238,031 238,031 100.0% Wal-Mart
Cartersville 1984 112,242 112,242 68.6% Ingles, Eckerd
Chamblee 1976 175,972 175,972 89.9% Winn Dixie, CVS
Columbus 1999 242,614 119,614 96.5% Target(2), Goody's, Michael's, PetsMart
Cordele 1997 176,054 176,054 100.0% Wal-Mart
Cumming 1997 564,924 433,824 100.0% Wal-Mart, Home Depot(2), Goody's, OfficeMax, Lowe's
Cumming 1999 10,800 10,800 100.0% Pike Nurseries
Douglasville 1999 158,696 25,849 100.0% Lowe's (2)
Eastman 1990 82,911 41,607 100.0% Wal-Mart(2), Food Lion
Fayetteville 1990 156,066 156,066 83.2% Cub Foods, Cinemark Movies, CVS
Fort Oglethorpe 1973/1992 176,903 176,903 98.5% Kmart, Albertson's, CVS
Griffin 1986 172,548 64,773 98.1% Wal-Mart(2), Winn-Dixie
LaFayette 1990 78,426 78,426 95.4% Food Lion, Goody's
LaGrange 1984 62,990 62,990 100.0% Wal-Mart
Lawrenceville 1998 10,126 10,126 100.0% CVS
Lawrenceville 1990 89,066 89,066 100.0% Winn-Dixie, Eckerd
Lawrenceville 1989/1995 322,262 322,262 99.2% Wal-Mart, Kroger, Georgia Theatre
Lilburn 1990 73,953 73,953 100.0% Kroger
Lilburn 1997 132,847 132,847 100.0% Lowe's
Loganville 1995 95,279 91,199 96.9% Kroger
Macon 1999 102,101 102,101 100.0% Kmart
Madison 1989 106,102 106,102 87.1% Wal-Mart, Ingles, Advance Auto
Marietta 1997 151,049 151,049 99.1% Lowe's
McDonough 1999 4,670 4,670 100.0% -
Newnan 1995 426,731 360,675 100.0% Wal-Mart, Lowe's
Peachtree City 1997 10,800 10,800 100.0% Pike Nurseries
Peachtree City 1999 19,775 19,775 36.3% -
Riverdale 1989 80,189 22,404 100.0% Kroger(2)
Rome 1980 38,506 38,506 100.0% Big Lots
Stockbridge 1988 162,783 162,783 99.1% Kmart, Ingles
Stockbridge 1997 10,800 10,800 100.0% Pike Nurseries
Stone Mountain 1999 128,997 128,997 100.0% Lowe's
Suwanee 1997 43,394 43,394 71.8% Pike Nurseries
Tucker 1998 261,600 126,957 97.5% Wal-Mart(2), Kroger, Goody's
Union City 1986 181,959 100,007 100.0% Wal-Mart(2), Ingles, Drug Emporium
Warner Robins (3) 1997 145,940 145,940 100.0% Lowe's
Woodstock 1995 170,942 170,942 100.0% Wal-Mart
Woodstock 1997 255,860 132,849 100.0% Lowe's, Kmart (2)
Woodstock 1997 11,020 11,020 100.0% Pike Nurseries
</TABLE>
19
<PAGE>
<TABLE>
<CAPTION>
Year Built/
Renovated Total Company Percent
Location or Expanded GLA (1) GLA Leased Anchor Stores
-------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
ILLINOIS
Decatur 1999 194,782 22,782 59.1% Wal-Mart (2)
IOWA
Davenport 1999 61,049 36,154 100.0% Bed, Bath & Beyond
KANSAS
Topeka 1976 127,604 127,604 59.1% Bauersfeld's Grocery
KENTUCKY
Lexington 1998 346,429 29,792 100.0% Lowe's(2), Wal-Mart)2)
Lexington 1998 3,005 3,005 100.0% -
Richmond 1992 229,317 158,045 100.0% Kmart, Lowe's(2), Food Lion, Rite Aid
MISSISSIPPI
Jackson 1996 326,522 107,983 97.2% Target(2), Home Depot(2), Office Depot,
PetsMart, Fred's
Jackson 1997 182,310 52,627 77.2% Office Depot, Home Depot(2)
Tupelo 1999 9,520 9,520 100.0% -
NORTH CAROLINA
Asheville 1996 186,970 186,970 100.0% Food Lion, Circuit City, Carmike Cinemas,
OfficeMax, Michael's
Asheville 1999 130,000 0 100.0% Lowe's(2)
Fayetteville 1985 204,299 204,299 82.0% Circuit City, Staples, TJ Maxx, General Cinemas,
Greensboro 1999 179,743 57,493 100.0% BI-LO, Target (2)
Hendersonville 1988/1995 170,792 170,792 100.0% Wal-Mart, Ingles
Lumberton 1999 129,000 0 100.0% Lowe's(2)
Rockingham 1988 168,777 168,777 100.0% Wal-Mart, Lowe's, Harris Teeter
Rocky Mount 1999 48,825 48,825 91.4% PetsMart, TJ Maxx
Wallace 1989 118,993 118,993 98.0% Wal-Mart, Wilson's
Wilmington 1991 169,438 169,438 99.4% Wal-Mart, Winn-Dixie
Winston Salem 1999 229,498 24,567 49.0% Wal-Mart(2), Carmike Cinemas (2)
OHIO
Burlington 1991/1995 356,181 159,359 100.0% Lowe's, Sam's Club(2), Wal-Mart(2)
Gallipolis 1998 205,909 205,909 94.5% Wal-Mart
PENNSYLVANIA
Monaca 1997/1999 210,015 210,015 98.0% Lowe's, Shop 'N Save
SOUTH CAROLINA
Charleston 1991 196,053 196,053 100.0% Wal-Mart, Food Lion
Cheraw 1990 111,030 45,100 100.0% Wal-Mart(2), Food Lion
Lake City 1991 135,963 135,963 100.0% Wal-Mart, I.G.A.
Sumter 1987 158,295 19,145 100.0% Wal-Mart(2), Kroger(2)
TENNESSEE
Antioch 1990 51,534 51,534 100.0% Food Lion, Walgreen's
Chattanooga 1992 214,581 214,581 100.0% Kmart, Albertson's
Columbia 1993 68,950 68,950 100.0% Albertson's
Farragut 1991 71,315 71,315 94.7% BI-LO
Franklin 1983 186,005 18,005 100.0% Big Lots(2)
Franklin 1990 54,412 54,412 85.3% Food Lion, Eckerd
Goodlettsville 1987 84,947 84,947 95.3% Kroger
Hendersonville 1999 133,144 133,144 100.0% Lowe's
Johnson City 1999 132,000 0 100.0% Lowe's(2)
Memphis 1993 64,226 64,226 100.0% Kroger
Murfreesboro 1972/1993 117,750 117,750 89.4% Albertson's
Murfreesboro 1972/1994 71,028 71,028 89.0% Kroger
Murfreesboro 1998 231,186 108,186 88.2% Target(2), TJ Maxx, Books-a-Million, Party City, Toy's 'R
Us (2)
Nashville 1998 367,882 367,882 100.0% Wal-Mart, Lowe's
</TABLE>
20
<PAGE>
<TABLE>
<CAPTION>
Year Built/
Renovated Total Company Percent
Location or Expanded GLA (1) GLA Leased Anchor Stores
-------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
TEXAS
Nacogdoches 1999 49,013 49,013 100.0% Goody's, Staples
Irving 1999 189,020 189,020 100.0% Kohl's, United Artists
VIRGINIA
Chester 1977/1978 116,311 116,311 96.6% Ukrop's, Rite-Aid
Lexington 1989/1997 201,229 201,229 98.0% Wal-Mart
Lynchburg 1990 315,770 270,770 83.3% Goody's, Cinemark Movies,
Staples, TJ Maxx, Circuit City
Midlothian 1985 79,410 79,410 95.3% Food Lion, CVS
South Boston 1989/1997 200,405 200,405 100.0% Wal-Mart
WISCONSIN
Brookfield 1967 190,142 190,142 100.0% Homegoods, Burlington Coat Factory, TJ Maxx,
OfficeMax
Brown Deer 1967 217,094 217,094 100.0% TJ Maxx, Kohl's, OfficeMax, Michael's
Brown Deer 1989 143,454 143,454 100.0% Pick 'N Save, Homegoods
Milwaukee 1962 160,533 160,533 100.0% Kohl's, Pick 'N Save
Milwaukee 1951 100,441 100,441 74.7% Movies 10, Dunham's, Walgreen's
West Allis (5) 1968 383,967 383,967 67.7% Kohl's, Pick 'N Save, Homegoods, Walgreen's
TOTAL 17,018,232 12,944,543 95.2%
=========================================================================================================================
</TABLE>
(1) Total GLA includes anchor stores that are not owned.
(2) Anchor store that is not owned.
(3) Lowe's store owned by JDN Development. Remainder of center owned by the
Company.
(4) Wal-Mart store owned by JDN Development. Remainder of center owned by the
Company.
(5) Property owned by a joint venture which is approximately 82.5% owned by
the Company and approximately 17.5% co-owned by unaffiliated third parties.
21
<PAGE>
GEOGRAPHIC CONCENTRATION
<TABLE>
<CAPTION>
Percent of Percent of
Number of Company Company Annualized Annualized Percent
Location Centers GLA GLA Base Rent Base Rent Leased
------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Alabama 5 690,296 5.3% $ 4,258,994 4.5% 96.9%
Colorado 1 244,641 1.9% 3,651,756 3.9% 99.6%
Florida 7 521,593 4.0% 3,903,564 4.2% 93.8%
Georgia 42 5,091,054 39.3% 39,498,615 42.2% 97.0%
Illinois 1 22,782 0.2% 144,892 0.1% 51.3%
Iowa 1 36,154 0.3% 327,446 0.3% 100.0%
Kansas 1 127,604 1.0% 421,531 0.5% 59.1%
Kentucky 3 190,842 1.5% 1,657,651 1.8% 100.0%
Mississippi 3 170,130 1.3% 1,458,982 1.6% 91.2%
North Carolina 11 1,150,154 8.9% 7,301,327 7.8% 95.0%
Ohio 2 365,268 2.8% 2,317,384 2.5% 96.9%
Pennsylvania 1 210,015 1.6% 1,425,393 1.5% 98.0%
South Carolina 4 396,261 3.1% 2,775,675 3.0% 100.0%
Tennessee 14 1,425,960 11.0% 11,060,000 11.8% 96.3%
Texas 2 238,033 1.9% 2,653,565 2.8% 100.0%
Virginia 5 868,125 6.7% 4,637,878 5.0% 93.4%
Wisconsin 6 1,195,631 9.2% 6,100,932 6.5% 87.5%
---------------------------------------------------------------------------------
TOTAL 109 12,944,543 100.0% $ 93,595,585 100.0% 95.2%
======================================================================================================
</TABLE>
PROPERTY CLASSIFICATION
<TABLE>
<CAPTION>
Company Leased Vacant Percent
Summary GLA GLA (1) GLA Leased
------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Same Property (2) 9,081,515 8,710,777 370,738 95.9%
Development (3) 3,218,969 3,111,960 107,009 96.7%
Redevelopment 644,059 503,493 140,566 78.2%
---------------------------------------------------
TOTAL 12,944,543 12,326,230 618,313 95.2%
================================================================================================
Same Property Basis - December 31, 1998 (2) 9,081,381 8,849,961 231,420 97.5%
================================================================================================
</TABLE>
(1) Leased GLA includes space for which the Company has a signed lease and the
tenant is either operating or paying rent.
(2) Represents shopping centers which were owned by the Company as of both
December 31, 1998 and December 31, 1999, excluding shopping centers
classified as "Redevelopment."
(3) Represents developed properties becoming operational in 1998 and/or 1999.
22
<PAGE>
Item 3. Legal Proceedings
--------------------------
LITIGATION
On February 14, 2000, the Company announced that it had discovered certain
undisclosed compensation arrangements and related party transactions, which were
not accurately recorded in the accounting records of JDN Development and the
Company and were not accurately recorded or disclosed in the audited financial
statements of the Company as of and for the years ended December 31, 1994
through 1998. For a more complete discussion of these matters, please see the
discussion under the caption "Executive Compensation" in Item 11 of this report
and "Certain Relationships and Related Transactions" in Item 13 of this report.
Since the Company's announcement on February 14, 2000, a number of class
action lawsuits have been filed against the Company in federal and state court.
One or more of these suits also names as defendants JDN Development and certain
current and former officers and directors of JDN Development and/or the Company,
including Jeb L. Hughes, C. Sheldon Whittelsey, IV, J. Donald Nichols, Elizabeth
L. Nichols, William J. Kerley, Leilani L. Jones, Craig Macnab, and Haywood D.
Cochrane, Jr.
The class actions filed in federal court allege violations of the federal
securities laws and allege that, by failing to report the undisclosed
compensation, unauthorized benefits and related party transactions to the public
in the Company's financial statements, public filings, and otherwise, the
defendants made or participated in making material misstatements or omissions
which caused the plaintiffs to purchase the Company's stock at an artificially
inflated price. The plaintiffs seek compensatory damages of an indeterminate
amount, interest, attorneys' fees, experts' fees and other costs and
disbursements. The federal class actions are pending in the United States
District Court for the Northern District of Georgia and are expected to be
consolidated.
A class action lawsuit has also been filed by the Company's shareholders
against the Company, JDN Development and four former officers and directors of
these companies (Jeb L. Hughes, C. Sheldon Whittelsey, IV, J. Donald Nichols and
William J. Kerley) in the Superior Court of Fulton County, Georgia. The
complaint contains substantially the same factual allegations asserted in the
federal class actions, but purports to seek relief under state law. The
complaint contains claims of common law fraud, conversion and purported
violations of Georgia's Racketeer Influenced and Corrupt Organizations Act. In
the state court class action, the plaintiffs seek compensatory and punitive
damages, attorneys' fees and expenses, interest and equitable relief.
Another class action lawsuit has been filed by several individual holders
of the Company's preferred stock against J. Donald Nichols and Elizabeth L.
Nichols, alleging violations of the federal securities laws. The Company and JDN
Development have not been named as defendants in this lawsuit, which is pending
in the United States District Court for the Middle District of Tennessee.
The Company believes that it has meritorious defenses to the claims brought
against it in the federal and state class action lawsuits, but there can be no
assurance that such defenses will be successful or that the lawsuits will not
have a material adverse effect on the Company's financial position, results of
operations and cash flows. In addition, the timing of the final resolution of
these proceedings is uncertain.
The Company may also be subject to regulatory proceedings initiated by the
SEC or other regulatory agencies. The SEC has contacted the Company and has
requested the voluntary production of certain documents and other information
regarding the compensation arrangements, unauthorized benefits and related party
transactions discussed in Item 7 of this report, and the Company is cooperating
with the SEC in responding to this request. Regulatory agencies and self-
regulatory organizations such as the SEC, the New York Stock Exchange, the
Internal Revenue Service and state tax authorities may seek to impose fines,
penalties or other remedies against the Company. The imposition of any such
fines, penalties or other remedies could have a material adverse impact on the
Company.
23
<PAGE>
In an unrelated lawsuit, on February 2, 2000, Dogwood Drive, L.L.C.
("Dogwood") filed suit against the Company and WHF, Inc. ("WHF"), a wholly-owned
subsidiary of JDN Development, which, until April 1999, owned a 72% interest in
Dogwood and served as the operating member of the entity. The suit was filed in
the Superior Court of Fulton County, Georgia. The complaint asserts, among other
things, breach of fiduciary duty against WHF and improper receipt of funds by
the Company. The Company believes that it and WHF have meritorious defenses to
the claims and intends to vigorously defend the suit.
On April 28, 2000, Lake Lucerne Estates Civic Club, Inc., a nonprofit
homeowners association located in Gwinnett County, Georgia, and a number of
individual plaintiffs, filed suit against JDN Development, Lowe's Companies,
Inc., and Haygood Contracting, Inc. The suit was filed in the Superior Court of
Fulton County, Georgia. The complaint asserts trespass, nuisance and negligence
against JDN Development in connection with the development of a shopping center
anchored by Lowe's. JDN Development believes that it has meritorious defenses
to the claims and intends to vigorously defend the suit.
The Company is from time to time a party to other legal proceedings which
arise in the ordinary course of its business. The Company is not currently
involved in any litigation in addition to the lawsuits described above the
outcome of which would, in management's judgment based on information currently
available, have a material adverse effect on the results of operations or
financial condition of the Company, nor is management aware of any such
litigation threatened against the Company.
The Company's forward-looking statements relating to the above described
litigation reflect management's best judgment of the status of the litigation to
date and facts currently known to the Company and its management and, as a
result, involve a number of risks and uncertainties, including the possible
disclosure of new facts and information adverse to the Company in the discovery
process and the inherent uncertainties associated with litigation.
INDEMNIFICATION AND ADVANCES
The Company's Charter provides that the Company shall indemnify and advance
expenses to its officers and directors to the fullest extent permitted by law
for any liability arising from claims against them in their capacities as such
unless (a) the indemnitee is adjudged to be liable to the Company in a
proceeding by or in the right of the Company, (b) the indemnitee is charged with
receipt of improper personal benefit, whether or not involving action in the
indemnitee's official capacity, and the indemnitee is adjudged to be liable on
the basis that personal benefit was improperly received, or (c) it is
established that (i) the act or omission of the indemnitee was material to the
matter giving rise to the proceeding and the act or omission was committed in
bad faith or was the result of active and deliberate dishonesty, or (ii) the
indemnitee actually received an improper personal benefit in money, property or
services. In addition to the rights provided pursuant to state law and the
Company's Charter, certain current and former officers and directors of the
Company have contractual rights to indemnification and advancement of expenses
which are identical to the rights provided by state law and the Company's
Charter, pursuant to an indemnification agreement between each of these
individuals and the Company. Each such indemnification agreement provides that
the Company shall advance expenses to the indemnitee in advance of the final
disposition of a lawsuit upon receipt of a written undertaking by or on behalf
of the indemnitee to repay any such amount if it is ultimately determined that
the indemnitee is not entitled to indemnification under the terms of the
Agreement.
Item 4. Submission of Matters to a Vote of Security Holders
------------------------------------------------------------
No matter was submitted to a vote of security holders during the fourth
quarter of 1999.
24
<PAGE>
PART II
Item 5. Market for Registrant's Common Equity and Related Shareholder Matters
------------------------------------------------------------------------------
The Company's common shares are traded on the New York Stock Exchange
("NYSE") under the symbol "JDN." The following table sets forth the high and
low trading prices per common share and the distributions declared per common
share (each as adjusted for the Company's three-for-two stock split in June
1998) for the periods indicated, as reported by the NYSE:
<TABLE>
<CAPTION>
Distributions
Declared Per
High Low Share
---------------- ---------------- ------------------
<S> <C> <C> <C>
1998
First Quarter $23.0000 $20.4167 $0.3333
Second Quarter 23.0000 20.4167 0.3600
Third Quarter 23.1250 18.6250 0.3600
Fourth Quarter 22.7500 19.4375 0.3600
1999
First Quarter 23.1250 19.3750 0.3600
Second Quarter 23.3750 19.0000 0.3950
Third Quarter 22.1875 19.5000 0.3950
Fourth Quarter 20.3750 14.8750 0.3950
</TABLE>
The Company intends to pay regular quarterly distributions to common
shareholders. Future distributions will be declared and paid at the discretion
of the Board of Directors and will depend upon cash generated by operating
activities, the Company's financial condition, capital requirements, annual
distribution requirements under the REIT provisions of the Code, distributions
to the Company's preferred shareholders and such other factors as the Board of
Directors deems relevant.
Distributions by the Company to the extent of its current and accumulated
earnings and profits for federal income tax purposes are taxable to shareholders
as ordinary dividend income. Distributions in excess of earnings and profits
generally are treated as a non-taxable return of capital. Such distributions
have the effect of deferring taxation until the sale of a shareholder's common
stock. In order to maintain its qualification as a REIT, the Company must make
annual distributions to shareholders of at least 95% (or 90% after December 31,
2000) of its taxable income (excluding any net capital gain). Under certain
circumstances, which management does not expect to occur, the Company could be
required to make distributions in excess of cash available for distributions in
order to meet such requirements.
The amended and restated credit agreements effective as of May 19, 2000
restrict the Company's ability to pay cash dividends or distributions on shares
of the Company's capital stock. Under these agreements, the Company may not in
any calendar year make "Restricted Payments" (including dividends or other
distributions in cash, payments on account of the purchase, redemption,
retirement or acquisition of the Company's capital stock except shares acquired
on conversion of other shares, capital stock, or options, warrants or other
rights to acquire the Company's common stock) in excess of 100% of REIT taxable
income (as defined in the Code) for calendar year 2000 and, for calendar years
after 2000, 95% of REIT taxable income, unless required to pay more in order to
maintain REIT status.
Due to the late filing of this report on Form 10-K, the Company has
suspended its Dividend Reinvestment and Stock Purchase Plan until such time as
appropriate filings are made with the Securities and Exchange Commission as
would permit the issuance of shares of the Company's Common Stock thereunder.
25
<PAGE>
As of June 2, 2000, there were approximately 501 holders of record of the
Company's common stock and approximately 17,598 beneficial holders.
26
<PAGE>
Item 6. Selected Financial Data
-------------------------------
<TABLE>
<CAPTION>
Years Ended December 31,
------------------------------------------------------------------------------
(dollars in thousands, except per share data) 1999 1998 1997 1996 1995 1994
---------------------------------------------------------------------------------------------------------------------------------
(restated) (restated) (restated) (restated) (restated)
<S> <C> <C> <C> <C> <C> <C>
Operating Data
Minimum and percentage rents $ 93,021 $ 71,191 $ 43,346 32,933 $ 27,466 $ 19,035
Recoveries from tenants 13,205 10,003 4,512 3,475 3,245 2,478
Other revenue 12 117 147 215 651 512
-----------------------------------------------------------------------------
Total revenues 106,238 81,311 48,005 36,623 31,362 22,025
Operating and maintenance expenses 8,338 6,439 3,201 2,586 2,231 1,618
Real estate taxes 6,979 5,316 2,540 1,817 1,970 1,322
General and administrative expenses 8,130 7,105 4,265 3,367 2,818 2,435
Depreciation and amortization 22,047 16,824 10,130 7,786 6,558 4,769
Tenant settlement expense 5,610 - - - - -
-----------------------------------------------------------------------------
Total expenses 51,104 35,684 20,136 15,556 13,577 10,144
Income from operations 55,134 45,627 27,869 21,067 17,785 11,881
Interest expense, net (18,423) (9,454) (4,856) (5,598) (7,195) (6,919)
Income before extraordinary items (1) 53,051 40,680 25,489 16,230 10,809 4,655
Net income (1) 53,051 40,680 19,549 16,230 10,278 2,563
Net income attributable to common
shareholders (1) 48,363 39,339 19,549 16,230 10,278 2,563
Other Data
Funds from operations (2) $ 52,103 $ 56,135 $ 35,957 $ 24,231 $ 16,775 $ 9,398
Cash provided by (used in)
Operating activities 58,796 56,060 41,577 26,070 18,052 9,705
Investing activities (148,368) (352,096) (204,578) (83,983) (61,118) 156,620
Financing activities 91,648 284,597 171,731 57,513 45,738 147,267
Ratio of earnings to fixed charges 1.73 2.39 2.49 2.25 1.85 1.57
Per Share Data (3)
Net income per common share
Basic $ 1.46 $ 1.28 $ 0.85 $ 0.98 $ 0.78 $ - (4)
Diluted 1.44 1.26 0.83 0.97 0.78 - (4)
Dividends per common share 1.55 1.41 1.32 1.25 1.20 0.89
------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
27
<PAGE>
<TABLE>
<CAPTION>
December 31,
-------------------------------------------------------------------------------
1999 1998 1997 1996 1995 1994
------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Supplemental Data
Shopping center properties 109 91 68 48 42 38
Gross leasable area (square feet in thousands) 12,945 12,098 8,327 6,135 4,953 3,971
Percent of gross leasable area leased 95.2% 96.4% 97.1% 98.2% 98.9% 97.9%
</TABLE>
<TABLE>
<CAPTION>
December 31,
------------------------------------------------------------------------------
(dollars in thousands) 1999 1998 1997 1996 1995 1994
------------------------------------------------------------------------------------------------------------------------------------
(restated) (restated) (restated) (restated) (restated)
<S> <C> <C> <C> <C> <C> <C>
Balance Sheet Data
Shopping center properties before
accumulated depreciation $ 960,667 $ 844,041 $ 533,133 $331,927 $276,292 $229,322
Shopping center properties, net 891,346 787,948 494,827 303,954 255,981 215,487
Total assets 1,116,795 965,171 596,660 370,637 294,970 236,570
Unsecured debt 469,635 383,092 203,011 - - -
Total debt 570,882 425,563 216,602 141,882 128,839 113,332
Total liabilities and minority interest 600,966 450,877 228,166 145,447 135,882 118,837
Shareholders' equity 515,829 514,294 368,494 225,190 159,088 117,733
</TABLE>
(1) Due to the findings of the Special Committee's investigation as described in
Note 2 in the notes to the consolidated financial statements, the 1994 through
1998 financial statements have been restated. The restatements are recorded as
follows:
<TABLE>
<CAPTION>
December 31,
---------------------------------------------------------------------------
1998 1997 1996 1995 1994
---------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Net income, as previously reported $ 41,337 $ 21,293 $ 16,682 $ 10,737 $ 3,001
Adjustment to:
General and administrative - - - - (200)
Equity in net income (loss)
of consolidated subsidiaries (657) (1,744) (452) (459) (238)
---------------------------------------------------------------------------
Net income, as restated $ 40,680 $ 19,549 $ 16,230 $ 10,278 $ 2,563
===========================================================================
</TABLE>
(2) 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 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 as 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.
(3) Earnings per share amounts prior to 1998 have been restated to reflect a 3-
for-2 common stock split effected in the form of a stock dividend in June 1998.
(4) Earnings per share data for 1994 is not relevant because the results of
operations include the period prior to the Company's initial public offering,
which represents combined operations of partnerships and corporations. Net
income per share-basic and net income per share-diluted for the period
subsequent to the Company's initial public offering, March 29,1994 to December
31, 1994 were each $.23.
--------------------------------------------------------------------------------
28
<PAGE>
Item 7. Management's Discussion and Analysis of Financial Condition and Results
--------------------------------------------------------------------------------
of Operations
-------------
The following discussion should be read in conjunction with the financial
statements, notes thereto and the risk factors and forward looking statements
discussion appearing elsewhere in this report.
Overview
JDN Realty Corporation is a real estate company specializing in the
development and asset management of shopping centers anchored by value-oriented,
necessity item retailers. When referred to herein, the term "Company"
represents JDN Realty Corporation and its wholly owned or majority-owned
subsidiaries. As of December 31, 1999, the Company and JDN Development Company,
Inc. ("JDN Development") owned and operated, either directly or indirectly
through affiliated entities, 109 shopping center properties containing
approximately 12.9 million square feet of gross leasable area ("Company GLA")
located in 17 states, with the highest concentrations in Georgia, North
Carolina, and Tennessee. The principal tenants of the Company and JDN
Development's properties include Wal-Mart, Lowe's, and Kroger. As of December
31, 1999, no single property accounted for 10% or more of the combined total
assets or total revenues of the Company and JDN Development. As of December 31,
1999, the Company and JDN Development, either directly or indirectly through
affiliated entities or joint ventures, had 34 projects under construction. The
Company was incorporated under Maryland law in 1993 and has elected to be
treated as a real estate investment trust ("REIT") for federal income tax
purposes.
JDN Development was formed in December 1994 to engage primarily in the
development of shopping center properties. JDN Development was initially
structured such that the Company owned 99% of the economic interest while J.
Donald Nichols, the Company's former Chief Executive Officer owned the remaining
1% of the economic interest and controlled JDN Development's operations and
activities through his voting common stock ownership.
On May 19, 2000, Mr. Nichols sold his voting common stock in JDN
Development to W. Fred Williams, President of JDN Development. Because it is
not a REIT, JDN Development may engage in certain activities in which the
Company cannot engage, such as sales of all or portions of development projects
and third-party fee development. Because of recent legislation amending the tax
laws applicable to REITs, the ownership structure of JDN Development and the
manner in which the Company conducts its development business may change
significantly before April 30, 2001. See "Federal Income Tax Legislative
Developments" below.
As of December 31, 1999, the Company had invested $4.0 million in JDN
Development in the form of equity capital, $86.2 million in the form of secured
notes receivable and $30.9 million in the form of unsecured advances. As of
December 31, 1999, the Company guaranteed all or portions of two loans of JDN
Development in the amount of $16,335. The loans are secured by property owned
by JDN Development and are due in 2000. In June 2000, JDN Development satisfied
one of these loans in full and reduced the balance on the remaining loan to
$3.5 million.
Results of Operations
Comparison of the Year Ended December 31, 1999 to the Year Ended December 31,
1998.
During 1999 and 1998, the Company began operations at 44 shopping center
properties which it developed totaling 4.7 million square feet (the "99/98
Development Properties"). During 1998, the Company acquired 11 shopping center
properties from third parties totaling 2.1 million square feet of gross leasable
area (the "1998 Acquisition Properties"). During 1999, the Company sold five
shopping center properties totaling 1.2 million square feet. Of the five
shopping center properties sold in 1999, three were fully operational all of
1999 and 1998 and two were under development and operational for only a portion
of 1998. The three operating properties, which were sold in 1999, will be
referred to herein as the "1999 Disposition Properties." Operations of the
remaining two properties sold in 1999 are included in the 99/98 Development
Properties. As indicated below, the Company's results of operations
29
<PAGE>
were affected by the 99/98 Development Properties, the 1998 Acquisition
Properties and the 1999 Disposition Properties.
Minimum and percentage rents increased $21.8 million or 30.7% to $93.0
million for the year ended December 31, 1999 from $71.2 million for the same
period in 1998. Of this increase, $17.2 million relates to the 99/98
Development Properties and $4.9 million relates to the 1998 Acquisition
Properties. These increases are offset by a $803,000 decrease related to the
1999 Disposition Properties. The remaining increase relates to an increase in
minimum and percentage rents at existing properties.
Recoveries from tenants increased $3.2 million or 32.0% to $13.2 million
for the year ended December 31, 1999 from $10.0 million for the same period in
1998. Of this increase, $2.0 million relates to the 99/98 Development
Properties and $1.6 million relates to the 1998 Acquisition Properties. These
increases are offset by a $54,000 decrease related to the 1999 Disposition
Properties and a decrease in recoveries from tenants caused by a net decrease in
recoverable expenses at existing properties caused in part by the separate tax
platting of two anchor tenant tracts in 1999 on which the Company paid the taxes
in 1998 and billed back to the tenants.
Other revenue decreased $105,000 or 90.1% to $12,000 for the year ended
December 31, 1999 from $117,000 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 $1.9 million or 29.5% to $8.3
million for the year ended December 31, 1999 from $6.4 million for the same
period in 1998. Of this increase, $811,000 relates to the 99/98 Development
Properties, $1.1 million relates to the 1998 Acquisition Properties and $9,000
relates to the 1999 Disposition Properties. Operating and maintenance expenses
at existing properties remained relatively constant over the years ended
December 31, 1999 and 1998.
Real estate taxes increased $1.7 million or 31.3% to $7.0 million for the
year ended December 31, 1999 from $5.3 million for the same period in 1998. Of
this increase, $1.3 million relates to the 99/98 Development Properties and
$636,000 relates to the 1998 Acquisition Properties. These increases are offset
by a $33,000 decrease related to the 1999 Disposition Properties and a decrease
in real estate taxes at existing properties due to the separate tax platting of
two anchor tenant tracts in 1999 on which the Company paid the taxes in 1998 and
billed back to the tenants.
General and administrative expenses increased $1.0 million or 14.4% to $8.1
million for the year ended December 31, 1999 from $7.1 million for the same
period in 1998. General and administrative expenses as a percent of minimum and
percentage rents decreased to 8.7% for the year ended December 31, 1999 from
10.0% 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. The increase in absolute
dollars primarily reflects the cost of additional employees and other expenses
associated with the increased number of properties owned and operated by the
Company. Management expects general and administrative expenses to increase in
2000 as a result of increased legal and professional expenses associated with
the special committee's investigation and the litigation described in
"Contingencies" below.
Depreciation and amortization expense increased $5.2 million or 31.1% to
$22.0 million for the year ended December 31, 1999 from $16.8 million for the
same period in 1998. Of this increase, $3.7 million relates to the 99/98
Development Properties and $1.2 million relates to the 1998 Acquisition
Properties. These increases are offset by a $1,000 decrease related to the 1999
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 $9.0 million or
94.9% to $18.4 million for the year ended December 31, 1999 from $9.5 million
for the same period in 1998. This increase results primarily from an increase
in average debt balances between 1999 and 1998 due primarily to a decrease in
common and preferred stock equity offerings during the period. Management
expects interest expense
30
<PAGE>
to increase in 2000 as a result of higher rates and fees associated with the
Company's Secured Credit Facilities. See "Liquidity and Capital Resources"
below.
Other income, net increased $783,000 or 82.9% to $1.7 million for the year
ended December 31, 1999 from $945,000 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 related expenses.
Equity in net income (loss) of unconsolidated entities decreased $7.2
million to ($3.8) million for the year ended December 31, 1999 from $3.4 million
for the same period in 1998. This decrease is attributable to the pre-tax
effects of (1) the Tenant Settlement of $7.5 million discussed below, (2) the
write-off of $5.6 million in abandoned pre-development costs, (3) $3.0 million
in impairment losses related to parcels of land held for sale offset by (a)
increases in land sales and (b) brokerage commissions and third-party property
management fees earned by a subsidiary of JDN Development acquired in 1999. The
amount previously reported in equity in net income of unconsolidated entities
for 1998 was $4.0 million. The change from the previously reported amount is a
result of the restatement discussed in Notes 2 and 9 in the notes to the
consolidated financial statements.
Minority interest in net income of consolidated subsidiary increased
$19,000 or 9.6% to $215,000 for the year ended December 31, 1999 from $196,000
for the same period in 1998. This increase primarily results from an increase
in net income allocated to the third-party investors in consolidated limited
partnerships.
Net gain on real estate sales for the year ended December 31, 1999 of $18.6
million represents net gains on the sale of five shopping center properties
during 1999. Net gain on real estate sales for the year ended December 31, 1998
of $379,000 represents a gain on the sale of two parcels of land in 1998.
Comparison of the Year Ended December 31, 1998 to the Year Ended December 31,
1997.
During 1998 and 1997, the Company began operations at 28 shopping center
properties which it developed or redeveloped totaling 3.5 million square feet
(the "98/97 Development Properties"). During 1998 and 1997, the Company
acquired 21 shopping center properties from third parties totaling 3.1 million
square feet of gross leasable area (the "98/97 Acquisition Properties"). As
indicated below, the Company's results of operations were affected by the 98/97
Development Properties and the 98/97 Acquisition Properties.
Minimum and percentage rents increased $27.8 million or 64.2% to $71.2
million for the year ended December 31, 1998 from $43.3 million for the same
period in 1997. Of this increase, $13.5 million relates to the 98/97 Development
Properties and $13.9 million relates to the 98/97 Acquisition Properties. The
remaining increase relates to higher minimum and percentage rents at existing
properties.
Recoveries from tenants increased $5.5 million to $10.0 million for the
year ended December 31, 1998 from $4.5 million for the same period in 1997. Of
this increase, $897,000 relates to the 98/97 Development Properties and $4.2
million relates to the 98/97 Acquisition Properties. The remaining increase
relates to an increase in recoverable expenses at existing properties.
Other revenue decreased $30,000 or 20.4% to $117,000 for the year ended
December 31, 1998 from $147,000 for the same period in 1997. 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 $3.2 million to $6.4 million
for the year ended December 31, 1998 from $3.2 million for the same period in
1997. Of this increase, $408,000 relates to the 98/97 Development Properties
and $2.7 million relates to the 98/97 Acquisition Properties. The remaining
increase relates to increased expenses at existing properties.
Real estate taxes increased $2.8 million to $5.3 million for the year ended
December 31, 1998 from $2.5 million for the same period in 1997. Of this
increase, $613,000 relates to the 98/97
31
<PAGE>
Development Properties and $1.9 million to the 98/97 Acquisition Properties. The
remaining increase relates to increased real estate taxes at existing
properties.
General and administrative expenses increased $2.8 million or 66.6% to $7.1
million for the year ended December 31, 1998 from $4.3 million for the same
period in 1997. General and administrative expenses as a percentage of minimum
and percentage rents increased slightly to 10.0% for the year ended December 31,
1998 from 9.8% for the year ended December 31, 1997. The increase in absolute
dollars primarily reflects the cost of additional employees and other expenses
associated with the increased number of properties owned and operated by the
Company.
Depreciation and amortization expense increased $6.7 million or 66.1% to
$16.8 million for the year ended December 31, 1998 from $10.1 million for the
same period in 1997. Of this increase, $2.9 million relates to the 98/97
Development Properties and $3.8 million relates to the 98/97 Acquisition
Properties.
Interest expense, net of capitalized amounts, increased $4.6 million or
94.7% to $9.5 million for the year ended December 31, 1998 from $4.9 million for
the same period in 1997. This increase results primarily from an increase in
average debt balances between 1998 and 1997.
Other income, net decreased $260,000 or 21.6% to $945,000 for the year
ended December 31, 1998 from $1.2 million for the same period in 1997. The
decrease is primarily attributable to the decreased interest income associated
with the cancellation of a $10.5 million mortgage note receivable in February
1998, offset by an increase in interest income earned on an $8.0 million
mortgage note receivable issued in April 1998.
Equity in net income of unconsolidated entities increased $1.8 million to
$3.4 million for the year ended December 31, 1998 from $1.6 million for the same
period in 1997. This increase results primarily from an increase in net gains
on land sales by JDN Development. Amounts previously reported in equity in net
income of unconsolidated entities for 1998 and 1997 were $4.0 million and $3.4
million, respectively. The change from the previously reported amounts is a
result of the restatement discussed in Notes 2 and 9 in the notes to the
consolidated financial statements.
Minority interest in net income of consolidated subsidiary for the year
ended December 31, 1998 of $196,000 represents a third-party investors' share of
the net income of a limited partnership that was formed in February 1998 to own
and operate a shopping center located in Milwaukee, Wisconsin. There was no
such minority interest in 1997.
Net gain on real estate sales for the year ended December 31, 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. Net loss on real
estate sales for the year ended December 31, 1997 of $352,000 represents a loss
on the sale of two parcels of land in Wilmington, North Carolina.
Extraordinary items of $5.9 million for the year ended December 31, 1997
represent charges to earnings of unamortized deferred financing costs and
prepayment penalties associated with the termination of a secured line of credit
in May 1997 and the prepayment of a $75.0 million secured term loan in August
1997. There were no extraordinary items for the year ended December 31, 1998.
Tenant Settlement
In April 2000, the Company announced the discovery of discrepancies in cost
and other information underlying certain leases and real estate sales agreements
with the Company's two largest tenants, Wal-Mart and Lowe's (collectively, the
"Major Anchor Tenants"). The Company determined that these discrepancies may
have affected the negotiation of rental rates and purchase prices paid by the
Major Anchor Tenants on transactions with the Company and JDN Development.
After further investigation and discussions with the Major Anchor Tenants, the
Company, JDN Development and the Major Anchor Tenants entered into an Estoppel
and Release on May 23, 2000 (the "Settlement Agreement") which settled potential
claims resulting from these discrepancies. Material terms of the Settlement
Agreement include the following:
32
<PAGE>
. The Company, JDN Development and the Major Anchor Tenants reaffirmed
the terms of all existing leases without modification, restatement or
adjustment;
. The Company, JDN Development and the Major Anchor Tenants reaffirmed
all previously consummated real estate sales transactions without
modification, restatement or adjustment; and
. The Company and JDN Development agreed to pay the Major Anchor Tenants
an aggregate of $10 million, $5 million to each of the Major Anchor
Tenants.
As an inducement to enter into the Settlement Agreement, JDN Development
agreed to pay an additional $350,000 to Lowe's. As a further inducement to
enter into the Settlement Agreement, the Company and JDN Development agreed to
reduce the selling price by $2.75 million of three Supercenters which the
Company and JDN Development intended to sell to Wal-Mart. Two of these
Supercenter sales closed on June 6, 2000.
On May 23, 2000, the Company and JDN Development paid $10.4 million in cash
to the Major Anchor Tenants as a result of the Settlement Agreement.
The Company and JDN Development accrued and expensed the costs associated
with the Settlement Agreement in the fourth quarter of 1999. Of the $13.1
million in costs of the Settlement Agreement, the Company incurred $5.6 million,
which is included in settlement expenses on the Company's statement of income,
and JDN Development incurred $7.5 million before income tax effect, which is
included in equity in net income of unconsolidated entities on the Company's
statement of income.
Funds From Operations
Funds from operation ("FFO") is defined by the National Association of Real
Estate Investment Trusts, Inc. ("NAREIT") 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 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:
33
<PAGE>
<TABLE>
<CAPTION>
Years Ended December 31,
1999 1998 1997
-----------------------------------------
(in thousands)
(restated) (restated)
<S> <C> <C> <C>
Net income attributable to common shareholders $ 48,363 $39,339 $19,549
Depreciation of real estate assets 20,739 15,854 9,497
Amortization of tenant allowances and tenant improvements 220 178 144
Amortization of deferred leasing commissions 531 283 291
Net (gain) loss on real estate sales (18,627) (379) 352
Extraordinary items - - 5,940
Adjustments related to activities in unconsolidated entities 877 860 184
-----------------------------------------
FFO $ 52,103 $56,135 $35,957
=========================================
</TABLE>
During the fourth quarter of 1999, the Company recorded the following
adjustments which decreased FFO:
<TABLE>
<S> <C> <C>
Tenant settlement expense $ (5,610)
Equity in net income of unconsolidated entities:
Tenant settlement expense (net of tax of $2,966) $(4,449)
Write-off of abandoned projects (net of tax of $2,224) (2,728)
Impairment loss on land held for sale (net of tax of $1,183) (2,405)
--------
(9,582)
---------
Total $(15,192)
=========
</TABLE>
In October 1999, NAREIT approved the recommendations of its Best Financial
Practices Council with respect to clarifying the definition of FFO. According
to these recommendations, effective January 1, 2000, FFO should include all
operating results, both recurring and non-recurring, except those results
defined as "extraordinary items" under GAAP and gains and losses from sales of
depreciable operating property. Examples of non-recurring items include, but
are not limited to, the following:
. gains and losses on derivative and hedging arrangements;
. costs of abandoned transactions;
. provisions for potential losses, other than those related to
depreciable operating property;
. merger integration and REIT conversion costs;
. costs of unusual compensation or severance arrangements; and
. debt restructuring cost (except those defined as "extraordinary" under
GAAP).
The Company has historically calculated FFO consistent with the new
definition of FFO. Therefore, the Company does not expect the new definition of
FFO to have a material effect on its historical or prospective reporting of FFO.
Leasing
The properties of the Company and JDN Development were 95.2% leased as of
December 31, 1999, 96.4% leased as of December 31, 1998 and 97.1% leased as of
December 31, 1997. The decrease from 1998 to 1999 is primarily attributable to
the termination of an anchor tenant lease at one of the Company's shopping
center properties, a portion of which has been retenanted, and to vacancies at
newly developed shopping centers and shopping centers with unleased space
acquired by the Company as redevelopment opportunities. The decrease from 1997
to 1998 is primarily attributable to vacancies at newly developed shopping
centers and shopping centers with unleased space acquired by the Company
34
<PAGE>
as redevelopment opportunities. The 51 properties that the Company and JDN
Development owned and operated for all of 1998 and 1999 were 98.0%, 98.3% and
98.2% leased as of December 31, 1999, 1998 and 1997, respectively.
Liquidity and Capital Resources
Sources and Uses of Funds
-------------------------
Historically, the Company's primary sources of funds have been cash
provided by operating activities and proceeds from lines of credit, secured
mortgage notes payable, debt offerings, equity offerings and selected shopping
center sales. The Company's primary uses of funds have historically been
development, redevelopment and acquisition of shopping center properties,
distributions to shareholders, repayment of outstanding indebtedness, repurchase
of common stock, 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, term debt, secured
mortgage notes payable, debt and equity offerings and shopping center sales to
repay outstanding indebtedness, to repurchase common stock and to fund its
ongoing development, redevelopment and acquisition activities.
During 1999, the Company incurred $205.1 million in development costs and
advanced $26.9 million to JDN Development to fund its development and
redevelopment activities. To fund this development activity, the Company
completed one offering of common stock, closed an unsecured term loan and closed
five secured mortgage notes payable. With respect to the offering of common
stock, the Company issued 500,000 shares of its common stock in January 1999,
which netted proceeds to the Company of approximately $10.8 million.
On February 17, 1999 the Company entered into a $100.0 million term loan
credit agreement with Wachovia Bank, N.A. as agent for the participating bank
group (the "Term Loan"). The Term Loan was amended and restated effective as of
May 19, 2000, as described below under "Indebtedness."
During 1999, the Company closed five secured mortgage notes payable with
two institutional investors. The five secured mortgage notes payable netted
aggregate proceeds to the Company of $61.3 million, require aggregate monthly
payments of principal and interest in the amount of approximately $447,000, have
a weighted average interest rate of 7.00%, mature in 2017, 2018 and 2019, and
each of the notes is secured by real property subject to long term leases with
Lowe's.
The net proceeds from these seven transactions were used to repay amounts
outstanding under the Company's unsecured lines of credit.
The Company raised additional capital by selling five of its shopping
center properties during 1999. In August 1999, the Company sold a 79,295 square
foot shopping center located in Tullahoma, Tennessee for approximately $3.7
million. In September 1999, the Company sold a 375,067 square foot shopping
center located in Cartersville, Georgia for approximately $24.4 million. The
net proceeds from these two sales were used to reduce amounts outstanding under
the Company's unsecured lines of credit. In December 1999, the Company sold
three shopping center properties, located in Greensboro, Greenville and
Wilmington, North Carolina, containing a total of 718,805 square feet to a
third-party purchaser. These three shopping center properties were sold
utilizing a tax-deferred exchange under Section 1031 of the Internal Revenue
Code of 1986, as amended (the "Code"), for an aggregate purchase price of
approximately $75.8 million. Under this structure, the net proceeds from the
sale were deposited with an entity that qualifies as a Qualified Intermediary
according to certain regulations promulgated under the Code. The Company
identified replacement property within time limits imposed by the Code and
purchased replacement property totaling approximately $35.6 million on June 11,
2000.
In November 1999, the Company announced that its Board of Directors had
authorized the repurchase of up to 3.0 million shares of its outstanding common
stock. The Company has, however, discontinued this common stock repurchase
program and is prohibited under the Secured Credit
35
<PAGE>
Agreements (as hereinafter defined) from repurchasing any additional shares of
its equity securities, with certain limited exceptions related to employee
benefit plans. During 1999, the Company repurchased 448,700 shares for
approximately $7.0 million or an average price of approximately $15.56 per
share. During 2000, the Company repurchased a total of 423,500 shares for
approximately $6.8 million or an average price of approximately $16.13 per share
under this program before it was discontinued.
36
<PAGE>
Indebtedness
------------
As of December 31, 1999, the Company's indebtedness consisted of the
following:
<TABLE>
<CAPTION>
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 $ 23,180 6.81% 17-Jul-01 4.1% 19
MandatOry Par Put Remarketed
Securities (1) 75,000 6.58% (2) 31-Mar-03 13.1% 39
Mortgage note payable - Richmond,
Kentucky 6,138 7.75% (3) 1-Dec-03 1.1% 47
Seven Year Notes
Ten Year Notes 74,838 7.10% (2) 1-Aug-04 13.1% 55
Mortgage note payable - Milwaukee, 84,797 7.23% (2) 1-Aug-07 14.9% 91
Wisconsin 4,819 7.75% 1-Aug-09 0.8% 115
Mortgage note payable - Jackson,
Mississippi 6,866 9.25% (4) 1-Mar-17 1.2% 206
Mortgage note payable - Marietta,
Georgia 11,000 7.66% (2) 15-Nov-17 1.9% 215
Mortgage note payable - Lilburn,
Georgia 12,789 6.70% (2) 10-Feb-18 2.2% 218
Mortgage note payable - Woodstock,
Georgia 12,030 6.55% (2) 14-Apr-18 2.1% 220
Mortgage note payable -
Hendersonville, Tennessee 10,800 7.66% (2) 15-Jan-19 1.9% 229
Mortgage note payable - Alpharetta,
Georgia 13,625 6.62% (2) 15-Apr-19 2.4% 232
-------------- ----------- --------------- -----------
335,882 7.07% 58.8% 92
Floating Rate
Swing Line of Credit - 8.91% (5) 31-Aug-00 0.0% 8
Term Loan 100,000 8.11% (6) 15-Feb-02 (7) 17.5% 26
Revolving Line of Credit 135,000 7.95% (5) 22-May-02 (7) 23.7% 29
-------------- ----------- --------------- -----------
235,000 8.03% 41.2% 27
-------------- ----------- --------------- -----------
$570,882 7.47% 100.0% 65
============== =========== =============== ===========
</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 prepayment penalties in association
with any 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.
(7) Maturity date changed to June 14, 2001 as a result of bank amendments in
May 2000, described below.
On February 14, 2000, the Company announced that it had discovered certain
undisclosed compensation arrangements and related party transactions which were
not accurately recorded in the accounting records of JDN Development and the
Company and were not accurately recorded or disclosed in the audited financial
statements of the Company as of and for the years ended December 31, 1994
through 1998. As a result of the unrecorded and undisclosed transactions, it
was determined that the Company had breached certain non-financial and non-
operating covenants contained in the Revolving Line of Credit, the Swing Line of
Credit and the Term Loan (collectively the "Credit Agreements"). On March 2,
2000, the Company entered into a continued funding agreement and an interim
agreement with the bank groups which suspended the breach of these covenants and
permitted the Company to access credit on an unsecured basis under the Revolving
Line of Credit from February 14, 2000 until these agreements expired on April
14, 2000. The Swing Line of Credit was terminated effective April 14, 2000.
From April 15, 2000 to May 23, 2000, the Company was in default under the
Credit Agreements and incurred interest at the default rate, which ranged from
11.0% to 11.5% during that period. On May 23, 2000, the Company closed a Second
Amended and Restated Credit Agreement (the "Secured Line of Credit") and an
Amended and Restated Term Loan Agreement (the "Secured Term Loan"), each
effective as of May 19, 2000 (the Secured Line of Credit and the Secured Term
Loan collectively referred to herein as the "Secured Credit Agreements").
Significant changes in the Secured Line of Credit as compared to the Revolving
Line of Credit include the following:
. Reduced maximum borrowings allowed from $200.0 million to $175.0
million;
37
<PAGE>
. Changed the maturity date from May 2002 to June 2001;
. Changed the facility from unsecured to secured;
. Increased the borrowing rate from LIBOR plus 1.15% to LIBOR plus 2.50%
once certain post-closing conditions are met, and LIBOR plus 2.25%
thereafter;
. Increased the facility fee payable quarterly from .15% to .35% of the
maximum loan amount;
. Increased the limit on the ratio of Consolidated Liabilities to Gross
Asset Value from 0.55:1.00 to 0.60:1.00, and deleted the covenants
limiting the ratios of Unencumbered Assets to Total Unsecured Funded
Debt and Unsecured NOI to Unsecured Interest Expense; and
. Further restricted the Company's ability to pay distributions to
shareholders.
The Secured Term Loan amended the Term Loan to, among other things,
increase the borrowing rate from LIBOR plus 1.40% to LIBOR plus 2.50% (reduces
to LIBOR plus 2.25% once certain post-closing conditions are met), change the
maturity date from February 2002 to June 2001 and change the facility from
unsecured to secured.
The Secured Credit Agreements provide that the loans thereunder will be
secured by first priority security interests in the Borrowing Base Properties,
as defined in the Secured Credit Agreements. The Borrowing Base Properties
consist of 50 properties valued at approximately $450.6 million. Generally,
each Borrowing Base Property must maintain occupancy and leasing percentages of
80% or higher and in the aggregate 60% of the value of the Borrowing Base
Properties (based upon a 10% capitalization rate on annualized Net Operating
Income, as defined) must be equal to or exceed the "Commitments", as defined in
the Secured Credit Agreements.
The Company has agreed in the Secured Credit Agreements not to purchase or
finance the purchase of its common or preferred equity securities (except, in
the case of its common stock, as may be required to fund employee benefit plans
in the ordinary course of business or to satisfy the requirements of stock
option plans) or debt securities, or to make any voluntary prepayment of such
debt securities other than with proceeds of the sale of shopping center
properties not included in the Borrowing Base Properties. In addition, the
Secured Credit Agreements restrict the amount of distributions to common and
preferred shareholders to 100% of REIT taxable income, as defined in the Code,
for the year ended December 31, 2000 and to 95% of REIT taxable income for the
year ended December 31, 2001. The Company paid the banks up-front fees of $1.8
million in connection with the Secured Credit Agreements.
Future Sources and Uses of Funds
--------------------------------
As of May 31, 2000, the Company, JDN Development and affiliated entities
had 35 projects under construction. In addition, the Company and JDN
Development intend to commence construction during the remainder of 2000 on
approximately seven additional projects. The Company expects that the capital
required to fund the future costs of these 42 projects, net of construction
reimbursements and land sales to retailers who will build and own their own
space in these shopping centers, is approximately $117.4 million. As of May 31,
2000, the Company had $28.0 million available under its Secured Line of Credit.
The Company believes that it will be unable to fund any of these remaining
costs with issuances of unsecured debt, common stock or preferred stock as a
result of, among other things, unfavorable capital markets for the foreseeable
future. Because of the delay in filing this report on Form 10-K and the delay
in filing the Company's Form 10-Q for the three months ended March 31, 2000, the
Company is not currently eligible to issue securities under its existing shelf
registration statement on Form S-3 or to utilize Form S-3 for any future
securities issuances until it has made timely filings of periodic reports with
the Securities and Exchange Commission for at least twelve months. In addition,
the Company's medium-term note program has been terminated. Therefore, even if
capital markets were to become more favorable for the issuance of securities,
any future public issuances of debt or equity securities will be more costly and
require additional time to consummate.
38
<PAGE>
Furthermore, the Company is limited on the amount of secured debt
outstanding at any given time to 40% of its Adjusted Total Assets, as defined in
the applicable indenture. Therefore, the Company has only a limited ability to
fund its development projects with proceeds from secured indebtedness.
The Company and JDN Development expect to fund the majority of the
remaining amounts of its development projects from the sale of all or portions
of operating shopping center properties. As of May 31, 2000, the Company and
JDN Development have been negotiating the sale of all or portions of 13 shopping
centers with an aggregate net book value of approximately $129.0 million for
estimated aggregate proceeds of approximately $142.2 million. Ten of these
properties include the sale of a Wal-Mart Supercenter, a Lowe's store or both.
Two of the Wal-Mart Supercenters closed on June 6, 2000 for gross proceeds of
approximately $24.8 million; however, the Company netted only $12.0 million
because the remainder was used to retire secured indebtedness of JDN
Development. The Company expects the remaining properties to be sold in the
third and fourth quarters of 2000. The closing of these properties is dependent
upon, among other things, completion of due diligence and the ability of some of
the purchasers to successfully obtain financing. Therefore, there can be no
assurance that any of these transactions will close when expected or at all nor
can there be any assurance that, if closed, the transactions will produce
sufficient liquidity to fund the remaining amounts of its development projects.
The Company is in the process of engaging a financial advisor to assist in
the identification of alternative sources of capital to fund its development
projects. These alternative means could include, for example, the formation of
joint ventures with institutional investors or other partners with available
capital at attractive rates.
If the Company is unsuccessful in raising capital adequate to fund its
development activities, it would be required to discontinue the funding of some
or all of its projects and would be required to liquidate some or all of its
projects on potentially unfavorable terms. These unfavorable terms could result
in significant losses upon liquidation and would have an adverse impact on
future rental income, funds from operations and the ability to continue its
current dividend payment.
In order for the Company to continue to qualify as a REIT, it must annually
distribute to its shareholders at least 95% (or 90% after December 31, 2000) of
its taxable income (excluding any net capital gain). Management believes that
the Company will be able to meet this requirement in 2000 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
2000.
As a result of the undisclosed compensation and the related party
transactions described in this report, the Company is subject to, and may become
subject to additional, legal proceedings, and may also become the subject of
governmental regulatory proceedings. These proceedings may result in
liabilities, fines, penalties or other remedies that, if material in amount,
could adversely affect the Company's liquidity and reduce its capital resources.
39
<PAGE>
On a pro forma basis, after reflecting the change in the maturity dates in
the Secured Line of Credit and Secured Term Loan, as of December 31, 1999, the
Company's debt requires the following payments in the future:
<TABLE>
<CAPTION>
Percent of Debt
Year Total Expiring
---------------------------------------------------------------------------------------
<S> <C> <C>
2000 $ 2,711 0.5%
2001 260,177 45.5%
2002 2,623 0.5%
2003 83,234 14.6%
2004 77,654 13.6%
2005 3,271 0.6%
2006 3,259 0.6%
2007 88,267 15.5%
2008 3,770 0.7%
2009 3,543 0.6%
2010 3,622 0.6%
Thereafter 38,751 6.7%
----------------------------------
$570,882 100.0%
==================================
</TABLE>
A significant portion of the Company's debt matures in June 2001.
Management will begin the process for refinancing these obligations in the
second half of 2000. With respect to its other maturing obligations, management
will evaluate various alternatives and select the best available options based
on market conditions at the time. However, there can be no assurance that the
capital markets will be favorable or available in the future, and unfavorable or
unavailable markets could limit the Company's ability to continue to operate its
business as it has in the past, complete development projects or repay or
refinance maturing debt.
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.
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 Company intends to use derivative financial instruments as risk
management tools and not for speculative or trading purposes.
As of December 31, 1999, the Company had one interest rate swap agreement
and two-interest rate cap agreements as described below:
40
<PAGE>
<TABLE>
<CAPTION>
Effective Termination Value at
Description of Agreement Notional Amount Strike Price Date Date 12/31/99 (1)
--------------------------- ------------------ -------------- ------------- ------------- ---------------
<S> <C> <C> <C> <C> <C>
LIBOR, 30-day "Rate Cap" $ 50,000,000 6.500% 11/10/99 (2) 5/22/00 $ 1,000
LIBOR, 30-day "Rate Cap" $ 100,000,000 6.500% 8/21/99 (3) 8/21/00 $ 14,000
LIBOR, 30-day "Rate Swap" $ 50,000,000 6.485% 2/11/97 1/1/01 $ (129,000)
</TABLE>
(1) A positive value indicates the theoretical net proceeds to the Company if
the indicated agreement is sold, while a negative value indicates the
theoretical cost to terminate the transaction.
(2) The Company paid a one-time $20,000 fee.
(3) The Company paid a one-time $88,000 fee.
The Company's future earnings, cash flows and fair values of financial
instruments are primarily dependent upon market rates of interest such as LIBOR.
Based upon consolidated indebtedness and interest rates at December 31, 1999
(see "Indebtedness" above), a hypothetical immediate 1.0% increase in interest
rates would decrease future annual earnings by approximately $961,000, cash
flows by approximately $1.2 million and fair value of debt by approximately
$14.1 million.
Contingencies
Since the Company's announcement on February 14, 2000, a number of class
action lawsuits have been filed against the Company in federal and state court.
One or more of these suits also names as defendants JDN Development and certain
current and former officers and directors of JDN Development and/or the Company.
The class actions filed in federal court allege violations of the federal
securities laws and allege that, by failing to report the undisclosed
compensation, unauthorized benefits and related party transactions to the public
in the Company's financial statements, public filings, and otherwise, the
defendants made or participated in making material misstatements or omissions
which caused the plaintiffs to purchase the Company's stock at an artificially
inflated price. The plaintiffs seek compensatory damages of an indeterminate
amount, interest, attorneys' fees, experts' fees and other costs and
disbursements. The federal class actions are pending in the United States
District Court for the Northern District of Georgia and are expected to be
consolidated.
A class action lawsuit has also been filed by the Company's shareholders
against the Company, JDN Development and four former officers and directors of
these companies in the Superior Court of Fulton County, Georgia. The complaint
contains substantially the same factual allegations asserted in the federal
class actions, but purports to seek relief under state law. The complaint
contains claims of common law fraud, conversion and purported violations of
Georgia's Racketeer Influenced and Corrupt Organizations Act. In the state court
class action, the plaintiffs seek compensatory and punitive damages, attorneys'
fees and expenses, interest and equitable relief.
The Company believes that it has meritorious defenses to the claims brought
against it in the federal and state class action lawsuits, but there can be no
assurance that such defenses will be successful or that the lawsuits will not
have a material adverse effect on the Company's financial position, results of
operations and cash flows. In addition, the timing of the final resolution of
these proceedings is uncertain.
The Company may also be subject to regulatory proceedings initiated by the
SEC or other regulatory agencies. The SEC has contacted the Company and has
requested the voluntary production of certain documents and other information
regarding the compensation arrangements, unauthorized benefits and related party
transactions discussed above, and the Company is cooperating with the SEC in
responding to this request. Regulatory agencies and self-regulatory
organizations such as the SEC, the New York Stock Exchange, the Internal Revenue
Service and state tax authorities may seek to impose fines, penalties or other
remedies against the Company. The imposition of any such fines, penalties or
other remedies could have a material adverse impact on the Company.
In an unrelated lawsuit, on February 2, 2000, Dogwood Drive, L.L.C.
("Dogwood") filed suit against the Company and WHF, Inc. ("WHF"), a wholly-owned
subsidiary of JDN Development, which, until April 1999, owned 72% interest in
Dogwood and served as the operating member of the entity. The suit was filed in
the Superior Court of Fulton County, Georgia. The complaint asserts, among other
things, breach of fiduciary duty against WHF and improper receipt of funds by
the Company. The Company believes that it and WHF have meritorious defenses to
the claims and intends to vigorously defend the suit.
On April 28, 2000, Lake Lucerne Estates Civic Club, Inc., a nonprofit
homeowners association located in Gwinnett County, Georgia, and a number of
individual plaintiffs, filed suit against JDN Development, Lowe's Companies,
Inc., and Haygood Contracting, Inc. The suit was filed in the Superior Court of
Fulton County, Georgia. The complaint asserts trespass, nuisance and negligence
against JDN Development in connection with the development of a shopping center
anchored by Lowe's. JDN Development believes that it has meritorious defenses
to the claims and intends to vigorously defend the suit.
The Company expects to incur legal and professional fees during the year
ended December 31, 2000 in amounts significantly in excess of those incurred in
previous years as a result of the litigation noted above and as a result of the
special committee's investigation. The Company records these
41
<PAGE>
expenses as they are incurred. For the period from January 1, 2000 to May 31,
2000, the Company has expensed approximately $2.1 million in legal and
professional fees related to the special investigation. The Company cannot
reasonably predict, with any degree of certainty, the additional legal and
professional fees which will be incurred related to the class action litigation,
the special committee's investigation, or any other related investigation by the
Securities and Exchange Commission, the New York Stock Exchange, Internal
Revenue Service or any other regulatory body.
Federal Income Tax Legislative Developments
The Ticket to Work and Work Incentives Improvement Act of 1999, which
included the Tax Relief Extension Act of 1999 (the "Act"), was recently enacted
and contains several provisions affecting REITs. The new provisions are
generally not effective until January 1, 2001 and significantly modify the REIT-
related provisions of the Code. In addition to the provisions that may directly
affect the Company (discussed below), the Act 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.
Investment Limitations
----------------------
The Act modifies the REIT asset test by adding a requirement that except
for (i) "Safe Harbor Debt" and (ii) the ownership of stock in "taxable REIT
subsidiaries," a REIT cannot own more than 10 percent of the total value of the
securities of any corporation. "Safe Harbor debt" is non-contingent, non-
convertible debt ("straight-debt") which satisfies one of the following three
requirements: (a) the straight-debt is issued by an individual, (b) all of the
securities of the issuer owned by the REIT is "straight debt" or (c) the issuer
is a partnership in which the REIT owns at least 20% of the partnership's
profits.
Taxable REIT Subsidiaries
-------------------------
A REIT will be permitted to operate a "taxable REIT subsidiary" which can
provide a limited amount of services to tenants and other customers of the REIT
(even if such services were not considered customarily furnished in connection
with the rental of real property) and can manage or operate properties,
generally for third parties, without causing the rents received by the REIT from
such parties not to be treated as rent from real properties. Many REITs,
including the Company, currently own interests in subsidiaries which conduct
such activities. The new provisions prohibit new investments in such
subsidiaries by limiting a REIT's ownership in these subsidiaries to 10% of
voting securities and 10% of the value of the subsidiaries. Grandfather
protection is provided with respect to the 10% value test for securities of a
corporation held by a REIT on July 12, 1999. However, such protection would
cease to apply to securities of a corporation if such corporation after July 12,
1999 engages in a substantial new line of business or acquires any substantial
asset, other than in a reorganization or in a transaction qualifying under
Section 1031 or 1033 of the Code, and also ceases to apply after the acquisition
of additional securities of the corporation by the REIT after July 12, 1999.
The Act provides a three-year period, beginning January 1, 2001, during which an
existing grandfathered 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, cannot exceed 20% of the total value of the
REIT's assets. In addition, interest paid by a taxable REIT subsidiary to the
related REIT is subject to the earnings stripping rules contained in Section
163(j) of the Code and therefore the taxable REIT subsidiary cannot deduct
interest in any year that would exceed 50% of the subsidiary's adjusted gross
income. If any amount of interest, rent, or other deductions of the taxable REIT
subsidiary to be paid to the REIT is determined not to be at arm's length, an
excise tax of 100% is imposed on the portion that is determined to be excessive.
However, rent
42
<PAGE>
received by a REIT shall not fail to qualify as rents from real property by
reason of the fact that all or any portion of such rent is redetermined for
purposes of the excise tax.
The Company has made no decision at this time with regard to any actions it
may take relating to the investment limitations and taxable REIT subsidiary
provisions of the Act. However, because the Company currently has an economic
interest in JDN Development which is more than 10% of its value, the Company
will have to restructure the ownership of JDN Development or JDN Development
must elect to be a taxable REIT subsidiary of the Company on or before April 30,
2001.
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
(excluding net capital gain). The Act reduces the required distribution from 95%
to 90% effective for taxable years beginning after December 31, 2000. The
Secured Credit Agreements restrict the Company's ability to pay cash
distributions. See "Market for Registrants Common Equity and Related
Shareholders Matters" in item 5 of this report.
Rents from Personal Property
----------------------------
A REIT may treat rent from personal property as rent from real property so
long as the rent from personal property does not exceed 15% of the total rent
from both real and personal property for the taxable year. This rule is
currently determined by comparing the basis of the personal property to the
total basis of the real and personal property. The Act provides that this
determination will be made by comparing the fair market value of the personal
property to the fair market value of the real and personal property.
Budget Proposals
----------------
In February 2000, the Clinton Administration announced its proposals for
the fiscal year 2001 federal budget. The REIT provisions of the proposed budget
would (i) provide an additional requirement that an entity will not qualify as a
REIT if one person, including an entity, directly or constructively owns stock
possessing 50% or more of the voting power or value of the REIT's stocks, and
(ii) generally extend the 4% excise tax on delayed distributions by REITs to
cases where the REIT timely distributes less than 98% of its ordinary income or
capital gain net income for a taxable year. The excise tax does not currently
apply if the REIT timely distributes at least 85% of its ordinary income and 95%
of its capital gain net income.
It cannot be predicted whether, when, in what form, or with what effective
dates, other legislative proposals applicable to the Company or its shareholders
will become law.
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.
43
<PAGE>
Item 7A. Quantitative and Qualitative Disclosures About Market Risk
--------------------------------------------------------------------
Information on quantitative and qualitative disclosure about market risk
are included in Item 7 of this Form 10-K under the caption "Management's
Discussion and Analysis of Financial Condition and Results of Operations -
Liquidity and Capital Resources."
Item 8. Financial Statements and Supplementary Data
----------------------------------------------------
The financial statements and supplementary data required under Regulation
S-X and listed in Item 14(a)(1) below are included in a separate section of this
report.
Item 9. Changes in and Disagreements with Accountants on Accounting and
------------------------------------------------------------------------
Financial Disclosure
--------------------
None.
44
<PAGE>
PART III
Item 10. Directors and Executive Officers of the Registrant
-----------------------------------------------------------
Certain Information with Respect to Directors
The Company's Board of Directors is currently composed of six Directors,
divided into three classes of two Directors each. The following table sets forth
certain information with respect to the members of the Company's Board of
Directors as of June 2, 2000:
<TABLE>
<CAPTION>
Name Age Principal Occupation Director Since
--------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
William G. Byrnes (1)(2) 49 Chief Executive Officer and 1998
Chairman of the Board, Paladin
Ventures LLC
Haywood D. Cochrane, Jr. (3) 51 President and Chief Executive 1993
Officer, Meridian Corporate
Healthcare, Inc.
William B. Greene (1) 62 Chairman of the Board, Carter 1993
County Bancshares
Craig Macnab (2) 44 Chief Executive Officer of the 1993
Company
Elizabeth L. Nichols (2) 46 President of the Company 1993
Philip G. Satre (3) 51 President, Chief Executive Officer 1999
and Chairman of the Board,
Harrah's Entertainment, Inc.
</TABLE>
------------------------------
(1) Member of Compensation Committee
(2) Member of Executive Committee
(3) Member of Audit Committee
Class I Directors - Terms Expire 2001
-------------------------------------
William G. Byrnes. Mr. Byrnes has served as a non-management director of
the Company since February 1998. From 1981 to February 1998, Mr. Byrnes served
as Managing Director of Alex. Brown & Sons, and from August 1998 to May 1999, as
a Distinguished Teaching Professor of Finance at the McDonough School of
Business, Georgetown University. Mr. Byrnes served as Chief Executive Officer of
Meditrust Corporation from January 2000 to April 2000, and has served as
Chairman of the Board and Chief Executive Officer of Paladin Ventures LLC since
June 1999. Mr. Byrnes currently serves as a director of The Meditrust Companies
and of Security Capital Preferred Growth Incorporated and as a non-executive
chairman of Pulpfree, Inc.
William B. Greene. Mr. Greene has served as a non-management director of
the Company since December 1993. Since 1964, Mr. Greene has been Chairman of the
Board of Carter County Bancshares and Bank of Tennessee and, since 1976, he has
served as Chairman of the Board of BancTenn Corporation. Mr. Greene currently
serves as a director of Lone Star Steak & Saloon, Inc.
45
<PAGE>
Class II Directors - Terms Expire 2002
--------------------------------------
Haywood D. Cochrane, Jr. Mr. Cochrane has served as a non-management
director of the Company since December 1993. From June 1994 to April 1995, Mr.
Cochrane was responsible for acquisitions for National Health Laboratories,
Inc., and from April 1995 to October 1996, he served as Chief Financial Officer
of Laboratory Corp. of America Holdings, Inc. Since February 1997, Mr. Cochrane
has served as President and Chief Executive Officer of Meridian Corporate
Healthcare, Inc. Mr. Cochrane currently serves as a director of Sonus
Corporation and Tripath, Inc.
Elizabeth L. Nichols. From the Company's inception in December 1993, Ms.
Nichols has served as the Company's President and as a director. Ms. Nichols
currently serves as a director of Ruby Tuesdays, Inc. and Tritel PCS. Ms.
Nichols is the wife of J. Donald Nichols, former Chief Executive Officer and
Chairman of the Company.
Class III Directors - Terms Expire 2000
---------------------------------------
Craig Macnab. Mr. Macnab has served as the Company's Chief Executive
Officer since April 2000, and as a director since December 1993. From June 1993
to December 1996, Mr. Macnab served as General Partner of MacNiel Advisors, and
from January 1997 to March 1999, he served as President of Tandem Capital. Mr.
Macnab currently serves as a director of Environmental Tectonics Corporation.
Philip G. Satre. Mr. Satre has served as a non-management director of the
Company since May 1999. Since 1995, Mr. Satre has served as President and Chief
Executive Officer of Promus Companies, Inc. and of Harrah's Entertainment, Inc.
Mr. Satre currently serves as Chairman of the Board of Harrah's Entertainment,
Inc. and as a director of JCC Holding Company. In 1995, Mr. Satre was Chairman
of the Executive Committee of Harrah's Jazz Company and President and director
of Harrah's Jazz Finance Corp., both of which filed petitions under Chapter 11
of the United States Bankruptcy Code. A Plan of Reorganization for both
companies was consummated in October 1998.
Section 16(a) Beneficial Ownership Reporting Compliance
Section 16(a) of the Exchange Act requires the Company's directors,
executive officers and persons who own more than 10% of the Common Stock to file
with the SEC initial reports of ownership and reports of changes in ownership of
Common Stock. These officers, directors and shareholders are also required by
SEC rules to furnish the Company with copies of all Section 16(a) reports they
file. There are specific dates by which these reports are to be filed and the
Company is required to report in this Proxy Statement any failure to file
reports as required during 1999.
Based solely upon its review of the copies of reports furnished to the
Company and written representations from certain of the Company's directors and
executive officers that no other reports were required, the Company believes
that all Section 16(a) reporting and filing requirements relating to ownership
of Common Stock were complied with during 1999.
46
<PAGE>
Certain Information with Respect to Executive Officers
The following list identifies the name, age and position with the Company
or JDN Development of each of the executive officers of the Company:
<TABLE>
<CAPTION>
Name Age Positions
---- --- ---------
<S> <C> <C>
Craig Macnab 44 Chief Executive Officer and Director
Elizabeth L. Nichols 46 President and Director
W. Fred Williams 55 President and Director, JDN Development Company, Inc.
John D. Harris, Jr. 40 Vice President, Controller, Interim Chief Financial Officer, Secretary and Treasurer
Laurie A. Farris 37 Vice President and Director of Acquisitions
David L. Henzlik 37 Vice President and Director of Development, Leasing, JDN Development Company, Inc.
Leilani L. Jones 38 Vice President and Director of Property Management and Assistant Secretary
Andrew E. Rothfeder 31 Vice President and Director of Asset Management
</TABLE>
The term of each executive officer runs until his or her successor is
elected and qualified at the first meeting of the Board of Directors following
the annual meeting of shareholders, or until his or her earlier resignation or
removal. The following is a biographical summary of the experience of the non-
Board member executive officers of the Company:
W. Fred Williams. Mr. Williams has served as President of JDN Development
Company, Inc. since March 2000 and as a director of JDN Development Company,
Inc. since May 2000. From 1979 to 1985, Mr. Williams was a partner with the law
firm of Dearborn & Ewing in Nashville, Tennessee. From 1985 to 1987, Mr.
Williams performed consulting services for JDN Enterprises, Inc. (the Company's
predecessor) in connection with the development of shopping center properties in
the southeastern United States. From 1987 to 1999, Mr. Williams was a partner
with the law firm of Farris, Warfield & Kanaday, PLC in Nashville, Tennessee.
Mr. Williams concentrated his legal career in real estate and real estate
development. In addition, in each of the law firms with which he was associated,
he served as managing partner and chairman of the real estate, banking and
secured transactions section.
John D. Harris, Jr. Mr. Harris was appointed Interim Chief Financial
Officer, Secretary and Treasurer of the Company in April 2000. Mr. Harris has
served as Vice President and Controller of the Company since May 1998. From July
1994 to May 1998, Mr. Harris served as Controller of the Company. Mr. Harris is
a certified public accountant.
Laurie A. Farris. Ms. Farris has served as Vice President and Director of
Acquisitions since joining the Company in June 1997. From August 1991 to June
1997, Ms. Farris served as Vice President, Senior Commercial Real Estate
Underwriter and Portfolio Manager of First Union National Bank in Nashville,
Tennessee. Ms. Farris is a Certified Commercial Investment Member ("CCIM").
David L. Henzlik. Mr. Henzlik has served as Vice President and Director of
Development Leasing, JDN Development Company, Inc. since December 1999. From
March 1995 to December 1999, Mr. Henzlik served as Vice President and Director
of Leasing of the Company.
47
<PAGE>
Leilani L. Jones. Ms. Jones has served as Vice President and Director of
Property Management of the Company since its formation in December 1993 and as
Assistant Secretary of the Company since May 1997. Ms. Jones is a Certified
Property Manager and a CCIM.
Andrew E. Rothfeder. Mr. Rothfeder served as a leasing agent of the
Company since its formation in December 1993 and has served as Vice President
and Director of Asset Management of the Company since May 1999. Mr. Rothfeder
received his MBA from The Warton School of the University of Pennsylvania in
1999.
Item 11. Executive Compensation
--------------------------------
Compensation of Directors
Directors who are employees of the Company receive no additional
compensation for serving on the Board of Directors or any committee of the Board
of Directors. Directors who are not employees of the Company or its affiliates
are paid the compensation described below. All Directors receive reimbursement
for any reasonable expenses incurred in attending Board of Directors or
committee meetings.
The JDN Realty Corporation 1993 Non-Employee Director Plan (the "Director
Plan") provides that Directors who are not employees of the Company or its
affiliates will automatically receive options to purchase 15,000 shares of
common stock on January 1 of each year at an exercise price equal to the fair
market value of the common stock on the date of grant. The options (one-third
of which may be exercised starting six months from the date of grant, an
additional one-third starting 18 months from the date of grant and an additional
one-third starting 30 months from the date of grant) expire ten years after the
date of grant. The Director Plan further provides that Directors who are not
employees of the Company will automatically receive $10,000 in aggregate value
of common stock (each a "Stock Award") on the first day of each calendar
quarter. In 1999, the Director Plan was amended to provide that the Stock
Awards would be made in an amount equal to $10,000 less the amount of Director
Compensation (as defined in the Director Plan) each Participant has deferred
under the JDN Realty Corporation Deferred Director Compensation Plan (the
"Deferral Plan") for that fiscal quarter, divided by the value of the stock in
the Stock Award. Beginning October 1, 1999, each eligible Director has elected
to defer receipt of his Stock Award to a future date pursuant to the Deferral
Plan. Pursuant to the terms of the Director Plan, shares of common stock
received by Directors pursuant to a Stock Award, that are not deferred pursuant
to the Deferral Plan, are not transferable for a period of six months after the
award is made.
48
<PAGE>
The following table sets forth the number of shares of common stock
underlying outstanding options that have been granted and the Stock Awards that
have been made pursuant to the Director Plan as of June 2, 2000:
Number of Shares Stock Awards (Number
Name Underlying Options of Shares) (1)
---------------------------------------------------------------------------
William G. Byrnes 30,000 (2) 1,414
Haywood D. Cochrane, Jr. 52,500 (3) 1,414
William B. Greene 52,500 (3) 1,414
Craig Macnab 49,500 (4) 1,414
Philip G. Satre 15,000 (5) 447
----------- --------------
Total 184,500 5,656
--------------------
(1) Represents Stock Awards made on January 1, 1999, April 1, 1999 and July 1,
1999. The receipt of Stock Awards made in subsequent quarters has been
deferred pursuant to an election made by each eligible Director under the
Deferral Plan.
(2) Represents options to purchase 15,000 shares of common stock at $21.56 per
share and 15,000 shares of common stock at $16.13 per share.
(3) Represents options to purchase 4,500 shares of common stock at $14.67 per
share, 4,500 shares of common stock at $13.33 per share, 4,500 shares of
common stock at $14.92 per share, 4,500 shares of common stock at $18.42
per share, 4,500 shares of common stock at $21.58 per share, 15,000 shares
of common stock at $21.56 per share and 15,000 shares of common stock at
$16.13 per share.
(4) Represents options to purchase 4,500 shares of common stock at $14.67 per
share, 1,500 shares of common stock at $13.33 per share, 4,500 shares of
common stock at $14.92 per share, 4,500 shares of common stock at $18.42
per share, 4,500 shares of common stock at $21.58 per share, 15,000 shares
of common stock at $21.56 per share and 15,000 shares of common stock at
$16.13 per share.
(5) Represents options to purchase 15,000 shares of common stock at $16.13 per
share.
Executive Officer Compensation
The following table reflects the compensation during 1999 and the two
previous fiscal years of the Chief Executive Officer and the four other most
highly compensated executive officers of the Company whose total annual salary
and bonus exceeded $100,000 in 1999 (the "Named Executive Officers"). As a
result of the undisclosed transactions described in Item 1 of this report, the
Company has restated below certain compensation information provided in its
Annual Reports on Forms 10-K for the years ended December 31, 1994 through 1998:
49
<PAGE>
Summary Compensation Table
<TABLE>
<CAPTION>
Annual Compensation
-------------------
Restricted
Stock
Name and Principal Other Annual Awards
Position Year Salary Bonus Compensation (No. of Shares)
--------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
J. Donald Nichols,* 1999 $460,000 $ - $ - 300,000 (2)(3)
Chief Executive 1998 385,000 392,000 - -
Officer 1997 325,000 (4) - 22,263 (4)
Elizabeth L. Nichols, 1999 339,780 262,500 - 128,572 (2)(5)
President 1998 302,500 308,000 - -
1997 223,750 (4) - 17,493 (4)
Jeb L. Hughes,* 1999 244,840 - - 85,714 (2)(6)
Senior Vice President of 1998 220,000 241,000 442,500 (7) -
Development, JDN 1997 154,300 (4) 638,500 (8) 18,743 (4)
Development 1996 58,825 (9) 150,000 295,385 (10) -
1995 + + + +
1994 ++ ++ ++ ++
William J. Kerley, ** 1999 245,960 187,500 - 85,714 (2)(11)
Chief Financial 1998 220,000 224,000 - -
Officer 1997 170,000 (4) - 12,722 (4)
C. Sheldon Whittelsey, IV * 1999 191,744 - - -
Vice President, JDN 1998 176,000 207,200 442,500 (7) -
Development 1997 130,000 (4) 638,500 (8) 13,535 (4)
1996 100,000 100,000 269,551 (12) -
1995 100,000 50,000 591,501 (13) -
1994 61,871 - 100,000 (14) -
<CAPTION>
Long-Term Compensation Awards
-----------------------------
Underlying
Name and Principal Options All Other
Position (No. of Shares) Compensation (1)
----------------------------------------------------------------------------
<S> <C> <C>
J. Donald Nichols, * - $ 6,936
Chief Executive - 12,841
Officer 450,000 5,333
Elizabeth L. Nichols, - 6,815
President - 10,138
225,000 3,877
Jeb L. Hughes,* - 10,375
Senior Vice President of - 5,578
Development, JDN 150,000 2,386
Development - 453
+ +
++ ++
William J. Kerley, ** - 9,826
Chief Financial - 10,334
Officer 150,000 10,058
C. Sheldon Whittelsey, IV * - 5,044
Vice President, JDN - 6,320
Development 112,500 2,250
- 2,000
- -
- -
</TABLE>
______________________
* Resigned as an executive officer effective February 13, 2000. Jeb L. Hughes
was deemed to be an executive officer of JDN Realty Corporation for SEC
reporting purposes by virtue of his position with JDN Development.
** Resigned as an executive officer effective April 11, 2000.
+ Was engaged as an independent contractor for JDN Development in 1995 and a
portion of 1996.
++ Was not employed or engaged as an independent contractor by JDN Development
or the Company in 1994.
(1) Represents (a) contributions by the Company to its Savings and Profit
Sharing Plan (a 401(k) plan) allocated to the account of the Named
Executive Officer and (b) the portion of automobile lease payments made by
the Company that have been allocated to non-business uses by the Named
Executive Officer.
(2) The restrictions imposed on the award of restricted stock as performance
shares under the Long Term Incentive Plan (the "LTIP") lapse and such
shares become vested as a result of the participant's continued employment
with or engagement as a consultant or advisor by the Company through the
date which is ten years after the grant date; provided, however, up to 10%
of such shares were to become vested in 1999 if the participant achieved
the performance criteria adopted by the Compensation Committee and,
beginning in calendar year 2000 and in each calendar year thereafter, up to
20% of such shares will become vested each year that the participant
achieves the performance criteria adopted by the Compensation Committee for
the year. Messrs. Nichols and Hughes have forfeited all awards under the
LTIP. Mr. Kerley has forfeited all but 3,143 shares awarded under the LTIP.
(3) Value of $6,018,750 based upon the closing price of the common stock of
$20.06 per share as reported on the New York Stock Exchange on August 24,
1999, the date of grant of the performance shares. All of these shares have
been forfeited by Mr. Nichols.
(4) Based on deferred bonus plan adopted by the Board of Directors for 1997,
the Named Executive Officer was awarded Restricted Stock in lieu of cash
bonuses for 1997. The number of shares of Restricted Stock awarded
represents twice the dollar amount of cash bonus deferred by the Named
Executive Officer divided by the closing price of the Company's common
stock on February 27, 1998, which was $22.18 per share. The Restricted
Stock vests 25% each March 1 beginning in 1999 if the Named Executive
Officer continues to be employed by the Company or JDN Development on the
vesting date. Dividends are paid to each Named Executive Officer on his or
her shares of Restricted Stock.
(5) Value of $2,579,476 calculated as described in note 4.
(6) Value of $1,719,637 calculated as described in note 4. All of these shares
have been forfeited by Mr. Hughes.
(7) Represents half of the estimated fair value on the conveyance date of
property received by ALA Associates, Inc. ("ALA"), an entity owned 50% by
the Named Executive Officer plus half of a commission fee paid to ALA. The
total amounts of property received by ALA in 1998 included the following:
1.173 acres in Stone Mountain, Georgia with an estimated fair value of
$211,000 on January 15, 1998; 1.674 acres in Macon, Georgia with an
estimated fair value of $92,000 on January 13, 1998; 1.976 acres in
Douglasville, Georgia with an estimated fair value of $211,000 on March 20,
1998; and 1.943 acres in Opelika, Alabama with an estimated fair value of
$271,000 on October 26, 1998. Total commissions received by ALA included
$100,000 on property sold in Woodstock, Georgia in January 1998.
(8) Represents half of the estimated fair value on the conveyance date of
property received by ALA, an entity owned 50% by the Named Executive
Officer. The total amounts received by ALA in 1997 included the following:
1.089 acres in Woodstock, Georgia with an estimated fair value of $203,000
on March 14, 1997; 1.229 acres in Pleasant Hill, Georgia with an estimated
fair value of $174,000 on April 10, 1997; 2.34756 acres in Alpharetta,
Georgia with an estimated fair value of $900,000 on October 14, 1997.
(9) Was engaged as an independent contractor from January 1, 1996 to May 31,
1996 and as an employee of JDN Development for the remainder of the year.
(10) Represents (a) commissions paid to the Named Executive Officer for leasing
services in the amount of $25,834; and (b) half of the estimated fair value
on the conveyance date of property received by ALA, an entity 50% owned by
the Named Executive Officer. The total amounts received by ALA in 1996
included the following: 1.087 acres in Winston-Salem, North Carolina with
an estimated fair value of $220,101 on June 25, 1996; 1.0 acres in Warner
Robins, Georgia with an estimated fair value of $145,000 on June 25, 1996;
and 1.351 acres in West Cobb, Georgia with an estimated fair value of
$174,000 on November 7, 1996.
(11) Value of $1,719,637 calculated as described in note 4. All but 3,143 of
these shares have been forfeited by Mr. Kerley.
(12) Represents half of the estimated fair value on the conveyance date of
property received by ALA, an entity owned 50% by the Named Executive
Officer. The total amounts received by ALA in 1996 included the following:
1.087 acres in Winston-Salem, North Carolina with an estimated fair value
of $220,101 on June 25, 1996; 1.0 acres in Warner Robins, Georgia with an
estimated fair value of $145,000 on June 25, 1996; and 1.351 acres in West
Cobb, Georgia with an estimated fair value of $174,000 on November 7, 1996.
(13) Represents half of the consulting fees, commissions and estimated fair
value of property received by ALA, an entity owned 50% by the Named
Executive Officer. The total amounts received by ALA in 1995 included the
following: (a) consulting fees in connection with the purchase of land by
JDN Development in (i) Newnan, Georgia on April 3, 1995 in the amount of
$300,382, (ii) Canton, Georgia on August 3, 1995 in the amount of $208,000,
and (iii) Cartersville, Georgia on January 5, 1995 in the amount of
$400,620; (b) commissions shared with brokers in connection with the
purchase of land by JDN Development in Steubenville, Ohio on July 27,1995
in the amount of $75,000; and (c) 0.688 acres in Cumming, Georgia with an
estimated fair of $199,000 on November 1, 1995.
(14) Represents commissions shared by the Named Executive Officer with a broker
in connection with the purchase of land by the Company in Burlington, Ohio
on in June 1994.
50
<PAGE>
Stock Option and SAR Grants
The Company granted no stock options or stock appreciation rights to the
Named Effective Officers in 1999.
Option Exercises and Year-End Values
The following table provides certain information with respect to the Named
Executive Officers concerning the exercise of options during 1999 and with
respect to unexercised options at December 31, 1999. No stock appreciation
rights were outstanding in 1999.
<TABLE>
<CAPTION>
Aggregated Option Exercises in Last Fiscal Year and Fiscal Year-End Option Values
Number of Securities Underlying Value of Unexercised In-the-Money
Unexercised Options at Fiscal Year-End Options at Fiscal Year-End (1)
Shares Acquired --------------------------------------------------------------------------
Name on Exercise Value Realized Exercisable Unexercisable Exercisable Unexercisable
----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
J. Donald Nichols (2) - - 1,136,049 150,000 $ 1,528,841 $ -
Elizabeth L. Nichols - - 390,209 75,000 $ 437,253 $ -
William J. Kerley - - 200,962 50,000 $ 185,510 $ -
Jeb L. Hughes (3) - - 100,000 50,000 $ - $ -
C. Sheldon Whittelsey, IV (3) - - 75,000 37,500 $ - $ -
</TABLE>
_______________________
(1) Based upon the closing price of the common stock of $16.125 per share as
reported on the New York Stock Exchange on December 31, 1999, less the
exercise price of the options.
(2) Forfeited all stock options effective as of April 12, 2000.
(3) Forfeited all stock options effective as of February 13, 2000.
Employment Contracts, Change-in-Control Arrangements and Severance Arrangements
As of December 31, 1999, the Company had entered into employment agreements
with three of the Named Executive Officers. The status of the Company's and JDN
Development's employment arrangements with each Named Executive Officer is
described below:
The Company's current employment agreement with Elizabeth L. Nichols became
effective on December 1, 1996. Ms. Nichols' employment agreement, pursuant to
which she serves as President of the Company, has a three-year term, which is
automatically renewed each year. Under her employment agreement, Ms. Nichols
receives an annual base salary of $275,000, subject to cost-of-living
adjustments and annual increases at the discretion of the Compensation Committee
of the Board of Directors, and is entitled to participate in the Company's stock
option plans and all other benefit programs generally available to executive
officers of the Company. Ms. Nichols is also entitled to receive an annual
bonus at the discretion of the Compensation Committee of the Board of Directors.
If the Company terminates Ms. Nichols' employment without cause, she is
entitled to receive her accrued salary, earned bonus, vested deferred
compensation (other than plan benefits which will be paid in accordance with the
applicable plan), and other benefits through the date of termination. In
addition, Ms. Nichols will receive as severance compensation her base salary for
the remaining term of her employment agreement and for a period of one year
thereafter and an amount equal to her average annual bonus during the two years
immediately preceding her termination. At Ms. Nichols' election, she may
receive a lump sum severance amount equal to the present value of such severance
payments (using a discount rate equal to the 90-day Treasury bill interest rate
in effect on the date of delivery of such election notice).
If a "change-in-control" (as defined in the employment agreement) occurs,
Ms. Nichols may terminate her agreement and receive her accrued base salary and
other benefits described above through the remaining term of the agreement and a
period of one year thereafter, and an amount equal to her average
51
<PAGE>
annual bonus during the two years immediately preceding the termination. Ms.
Nichols may elect to receive from the Company a lump sum severance payment
(calculated as provided above). Notwithstanding the foregoing, amounts payable
under the employment agreement are subject to certain "parachute payment" (as
defined in the employment agreement) reductions.
The Company may terminate Ms. Nichols' agreement for "cause," which is
defined to include willful dishonesty towards, fraud upon, or deliberate injury
or attempted injury to the Company or Ms. Nichols' willful material breach of
the agreement which has resulted in material injury to the Company. In the
event of Ms. Nichols' termination for cause, she shall receive all accrued
salary, earned bonus compensation, vested deferred compensation (other than plan
benefits which will be payable in accordance with the applicable plan), and
other benefits through the date of termination, but will receive no other
severance benefits. Ms. Nichols' agreement may also be terminated if Ms.
Nichols dies or becomes disabled and her disability continues for a period of 12
consecutive months. In the event of termination of the agreement because of Ms.
Nichols' death or disability, Ms. Nichols (or her estate) shall receive these
same payments but no additional severance benefits except that, if Ms. Nichols
becomes disabled, the Company will maintain her insurance benefits for the
remaining term of her agreement.
The Company has agreed, under its employment and indemnification agreements
with Ms. Nichols, to indemnify Ms. Nichols for certain liabilities arising from
actions taken within the scope of her employment. Ms. Nichols' employment
agreement contains restrictive covenants pursuant to which Ms. Nichols has
agreed not to compete with the Company during the period of Ms. Nichols'
employment and any period following termination of her employment during which
she is receiving severance payments if terminated other than for cause, and for
a period of one year if terminated upon a "change in control" (as defined in the
employment agreement).
On February 13, 2000, J. Donald Nichols resigned as Chief Executive Officer
of the Company and President of JDN Development. Effective April 12, 2000, Mr.
Nichols resigned as Chairman of the Company and from any other position as an
employee, officer or director he had with the Company and its affiliates. On
May 19, 2000, Mr. Nichols sold his controlling equity interest in JDN
Development to Fred Williams, current President of JDN Development.
Under the terms of the severance agreement entered into by the Company and
JDN Development with Mr. Nichols, pursuant to which Mr. Nichols' employment
agreement with the Company was terminated, the Company cancelled (i) vested
stock options to purchase 1,286,049 shares of Common Stock (at exercise prices
between $13.50 and $20.75), (ii) all of Mr. Nichols' 300,000 unvested shares of
Common Stock that had been issued to him under the Company's Long-Term Incentive
Plan, and (iii) 11,131 unvested shares of Common Stock that had been issued to
him under the Company's Deferred Bonus Plan and Mr. Nichols forfeited cash
bonuses deferred under the Deferred Bonus Plan. Mr. Nichols also agreed that he
would have no right to any bonus for 1999, and forfeited any claim to
substantial severance payments under the terms of his employment agreement. The
Company and JDN Development agreed to pay Mr. Nichols a total consulting fee of
$175,000 for three months of consulting services and transferred to him the
automobile he had used as an employee. The Company and JDN Development entered
into a limited release of Mr. Nichols in connection with the undisclosed
compensation, certain undisclosed related party transactions and the costs of
the investigation by the special committee. The Company and JDN Development
agreed to advance expenses to Mr. Nichols for claims asserted against him by
reason of his former status as an officer and employee of the Company and JDN
Development, but only to the extent previously provided for under the terms of
their respective Articles of Incorporation, Bylaws, the terms of Mr. Nichols'
employment agreement and applicable law.
On February 13, 2000, C. Sheldon Whittelsey, IV resigned as Vice
President, Development of the Company and as Vice President of JDN Development.
On that same date, Jeb L. Hughes resigned as Senior Vice President of
Development, JDN Development. Neither Mr. Whittelsey nor Mr. Hughes had an
employment agreement with the Company or JDN Development. On June 14, 2000 the
Company and JDN Development entered into a Separation and Partial Settlement
Agreement ("Severance Agreement") with Messrs. Hughes and
52
<PAGE>
Whittelsey. Under the terms of the Severance Agreement, Messrs. Hughes and
Whittelsey conveyed real property with an estimated fair value of $887,716 to
JDN Development to reimburse JDN Development (i) $452,430 in fees received by
Messrs. Hughes and Whittelsey from third parties, which were not properly
authorized, (ii) $397,570 which represents a compromise between JDN Development
and Messrs. Hughes and Whittelsey regarding the site work which had been
performed by JDN Development on certain outparcels owned by Messrs. Hughes and
Whittelsey through ALA Associates, Inc. ("ALA"), and (iii) $37,716 in cash for
certain FICA tax payments made by JDN Development on their behalf with respect
to the previously undisclosed compensation. In addition, Messrs. Hughes and
Whittelsey conveyed to JDN Development title to a parcel of land which
previously had been conveyed to Mr. Hughes and Mr. Whittelsey without the
authorization of the Company or JDN Development. Messrs. Hughes and Whittelsey
also agreed to and made certain federal income tax payments to the Internal
Revenue Service on May 1, 2000 in connection with the previously undisclosed
compensation. Because of their tax payments and a tax deposit made by JDN
Development with respect to the same compensation, JDN Development has requested
a refund of approximately $253,000 from the Internal Revenue Service. Messrs.
Hughes and Whittelsey agreed to file applicable tax returns and pay all state
taxes due and owing on the unreported compensation within 45 days of the signing
of the severance agreement. Messrs. Hughes and Whittelsey have agreed to
indemnify JDN Development for the full amount of any taxes, penalties and
interest assessed to or paid by the Company or JDN Development as a result of
the failure of Messrs. Hughes or Whittelsey or ALA to timely pay taxes in
connection with the previously undisclosed payments and compensation. Messrs.
Hughes and Whittelsey have also agreed not to seek payment of any bonus for 1999
and further agreed that Mr. Whittelsey's 10,150 unvested Deferred Bonus Plan
shares and deferred cash bonuses were forfeited and that all of Mr. Hughes'
85,714 unvested Long-Term Incentive Plan shares and 14,056 unvested Deferred
Bonus Plan shares and deferred cash bonuses were forfeited. Messrs. Hughes and
Whittelsey will retain the eleven outparcels and fees which were authorized by
Mr. Nichols, as President, director and controlling shareholder of JDN
Development.
The Company and JDN Development have entered into limited releases solely
with respect to those undisclosed compensation and related party transactions
involving Messrs. Hughes and Whittelsey. Neither the Company nor JDN Development
presently intends to advance expenses to or indemnify Messrs. Hughes and
Whittelsey in connection with any claims that may be asserted against them in
connection with the undisclosed compensation and related party transactions.
The Company's employment agreement with William J. Kerley was terminated
pursuant to the resignation of Mr. Kerley as Chief Financial Officer of the
Company, effective April 11, 2000. The severance agreement entered into by the
Company and JDN Development with Mr. Kerley provided Mr. Kerley with an
immediate severance payment of $200,000 in cash and provides that he will
receive an additional $135,000 on December 29, 2000. Mr. Kerley also forfeited
any claim to substantial severance payments under the terms of his employment
agreement.
Under the terms of his severance agreement, Mr. Kerley forfeited all
unvested shares of common stock awarded to Mr. Kerley pursuant to the Company's
Long-Term Incentive Plan and Deferred Bonus Plan and cash bonuses deferred under
the Deferred Bonus Plan. Mr. Kerley retained ownership of all stock options and
all vested shares of common stock awarded to Mr. Kerley pursuant to the Long-
Term Incentive Plan and Deferred Bonus Plan.
The Company and JDN Development have agreed to indemnify and advance
expenses to Mr. Kerley for certain liabilities arising from actions taken
against Mr. Kerley by reason of his former status as an officer and employee of
the Company and JDN Development, but only to the extent previously provided for
under their respective Articles of Incorporation, Bylaws, the terms of Mr.
Kerley's employment agreement and applicable law.
Compensation Committee Interlocks and Insider Participation
The members of the Compensation Committee of the Board of Directors are
Messrs. Greene and Byrnes. There are no interlocks among the members of the
Compensation Committee.
Item 12. Security Ownership of Certain Beneficial Owners and Management
------------------------------------------------------------------------
The following table sets forth information with respect to ownership of
common stock as of June 2, 2000 by (i) each person known by the Company, based
primarily on a review of electronic filings made with the SEC, to be a
beneficial owner of more than 5% of the outstanding shares of common stock, (ii)
each of the Company's Directors and nominees for Director, (iii) each of the
executive officers named in the Summary Compensation Table, and (iv) all current
Directors and executive officers and Directors of the
53
<PAGE>
Company as a group. Unless otherwise indicated, each shareholder listed below
has sole voting and investment power with respect to the shares beneficially
owned.
54
<PAGE>
<TABLE>
<CAPTION>
Amount and Nature of Percent of Common Stock
Name and Address of Beneficial Owner Beneficial Ownership Beneficially Owned (1)
-----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
LaSalle Investment Management Securities, L.P. 2,342,707 6.9%
200 East Randolph Drive
Chicago, Illinois 60601
Stichting Pensioenfonds voor de Gezondheid, 1,771,760 5.2%
Geestelijke en Maatschappelijke Belangen
P.O. Box 4001
3700 KA Zeist
The Netherlands
Warren E. Buffett 1,723,700 5.1%
1440 Kiewit Plaza
Omaha, Nebraska 68131
Name of Beneficial Owner
------------------------
J. Donald Nichols** 937,007 (2) 2.8%
Elizabeth L. Nichols 880,670 (3) 2.6%
William J. Kerley*** 273,770 (4) *
C. Sheldon Whittelsey, IV** 2,185 (5) *
Jeb L. Hughes** 3,024 (5) *
William G. Byrnes 34,283 (6) *
Haywood D. Cochrane, Jr. 38,914 (7) *
William B. Greene 35,914 (7)(8) *
Craig Macnab 34,414 (9) *
Philip G. Satre 7,947 (10) *
All Executive Officers and Directors as a Group (12 persons) 1,371,098 4.1%
</TABLE>
-----------------------------
* Represents less than 1% of the outstanding shares of common stock.
** Resigned as an executive officer effective February 13, 2000.
*** Resigned as an executive officer effective April 11, 2000.
(1) Pursuant to the rules of the SEC, shares of common stock which beneficial
owners set forth in this table have a right to acquire within 60 days of
the date indicated are deemed to be outstanding for the purpose of
computing the percent of common stock beneficially owned by that owner but
are not deemed outstanding for the purpose of computing ownership of any
other beneficial owner in the table.
(2) Includes no currently exercisable options. Mr. Nichols has disclaimed
beneficial ownership of shares owned by Ms. Nichols.
(3) Includes options currently exercisable to purchase 165,209 shares at an
exercise price of $14.67 per share, 75,000 shares at an exercise price of
$13.50 per share (the vesting of which was accelerated to June 30, 1998, as
a result of achieving a predetermined FFO per share target) and 225,000
shares at an exercise price of $20.75 per share. Ms. Nichols has disclaimed
beneficial ownership of shares beneficially owned by Mr. Nichols.
(4) Includes options currently exercisable to purchase 67,962 shares at an
exercise price of $14.67 per share, 33,000 shares at an exercise price of
$13.50 per share (the vesting of which was accelerated to June 30, 1998, as
a result of achieving a predetermined FFO per share target) and 150,000
shares at an exercise price of $20.75 per share.
(5) Includes no currently exercisable options.
(6) Includes options currently exercisable to purchase 10,000 shares at an
exercise price of $21.56 per share and 5,000 shares at an exercise price of
$16.13 per share.
(7) Includes options currently exercisable to purchase 4,500 shares at an
exercise price of $14.67 per share, 4,500 shares at an exercise price of
$13.33 per share, 4,500 shares at an exercise price of $14.92 per share,
3,000 shares at an exercise price of $18.42 per share, 1,500 shares at an
exercise price of $21.58 per share, 10,000 shares at an exercise price of
$21.56 per share and 5,000 shares at an exercise price of $16.13 per share.
(8) Includes 1,500 shares held by the William B. Greene Trust, of which Mr.
Greene serves as a trustee.
(9) Includes options currently exercisable to purchase 4,500 shares at an
exercise price of $14.67 per share, 1,500 shares at an exercise price of
$13.33 per share, 4,500 shares at an exercise price of $14.92 per share,
3,000 shares at an exercise price of $18.42 per share, 1,500 shares at an
exercise price of $21.58 per share, 10,000 shares at an exercise price of
$21.56 per share and 5,000 shares at an exercise price of $16.13 per share.
(10) Includes options currently exercisable to purchase 5,000 shares at an
exercise price of $16.13 per share.
________________________________________________________________________________
55
<PAGE>
Item 13. Certain Relationships and Related Transactions
--------------------------------------------------------
In February 2000, the Company announced that it had discovered undisclosed
compensation arrangements and related party transactions with certain executive
officers of the Company and JDN Development. The undisclosed compensation
arrangements were in the form of payments by the Company or JDN Development for
the purchase of land on behalf of ALA Associates, Inc. ("ALA"), an entity owned
by Jeb L. Hughes, former Senior Vice President of JDN Development, and C.
Sheldon Whittelsey, IV, former Vice President of the Company and JDN Development
and in the form of payments of fees and commissions to ALA from sellers of land
to the Company or JDN Development. The undisclosed related party transactions
consisted of sales of land by JDN Development to entities in which Mr. Hughes
and Mr. Whittelsey directly or indirectly held an interest. Additional
undisclosed related party transactions included amounts paid by the Company and
JDN Development for services rendered by companies in which Mr. Hughes and Mr.
Whittelsey directly or indirectly held an ownership interest or J. Donald
Nichols held an ownership interest. In addition, the Company discovered that
Mr. Hughes and Mr. Whittelsey received certain unauthorized benefits from or
through JDN Development. These benefits included unauthorized receipt by ALA of
commissions and fees related to real estate transactions consummated by JDN
Development, unauthorized site improvements to land held by ALA and the
unauthorized conveyance of one parcel of land to ALA.
As a result of the Company's discovery of the undisclosed compensation
arrangements and related party transactions, a special committee of non-
management members of the Board of Directors was formed to conduct an inquiry
into matters related to the undisclosed compensation arrangements and related
party transactions and their effect on the Company's financial statements and
credit agreements. The special committee of the Board of Directors concluded the
fact-finding portion of this inquiry in May 2000. The Company has determined,
based on the findings of the special committee, generally as follows.
Undisclosed Compensation Arrangements
Between 1994 and 1998, in connection with the purchase of land associated
with eleven of its development projects, JDN Development either directly deeded
or directed third-party sellers to deed parcels of land to ALA for no
consideration. The conveyances to ALA were authorized by J. Donald Nichols and
occurred on projects in Cumming, Warner Robins, West Cobb, Woodstock, Pleasant
Hill, Alpharetta, Stone Mountain, Macon, and Douglasville, Georgia; Winston-
Salem, North Carolina; and Opelika, Alabama. Through ALA, Mr. Hughes and Mr.
Whittelsey received an approximate aggregate value of $2,800,500 in compensation
as a result of these outparcel conveyances.
In connection with the purchase of land by JDN Development in Cartersville,
Georgia in December 1994, Newnan, Georgia in April 1995, and Canton, Georgia in
August 1995, Mr. Hughes and Mr. Whittelsey received compensation in the form of
fees paid to ALA directly from the third-party sellers of the land. These fees
were approved by Mr. Nichols and were evidenced in written agreements between
the sellers and ALA. Mr. Hughes and Mr. Whittelsey received an aggregate of
approximately $908,000 in compensation in connection with these fees.
Mr. Hughes and Mr. Whittelsey also received compensation through ALA in the
form of commissions split or shared with real estate brokers in connection with
the purchase of land by the Company in Burlington, Ohio in June 1994; by JDN
Development in Steubenville, Ohio in July 1995; and by JDN Development in
Woodstock, Georgia in January 1998. These shared commissions were authorized by
Mr. Nichols. Mr. Hughes and Mr. Whittelsey received an aggregate of
approximately $375,000 in compensation in connection with these commissions.
See "Executive Compensation" in Item 11 of this report for further
information on these compensation arrangements.
56
<PAGE>
Related Party Transactions
The related party transactions, which took place from 1995 through 1999,
involved the sale of real estate by JDN Development to partnerships in which ALA
held an interest and amounts paid by the Company and JDN Development to entities
in which Mr. Nichols or Mr. Hughes or Mr. Whittelsey held an interest.
In January and April 1995, in two purchases from two third-party sellers,
JDN Development purchased 58.8 acres of land in Newnan, Georgia for $5,050,000.
In May 1995, JDN Development entered into an agreement (the "Purchase
Agreement") with Morris Investments, Inc. for the sale of five outparcels
totaling approximately eight acres of this land (the "Newnan Outparcels") for a
price of $1,700,000. In March 1996, Morris Investments, Inc. assigned the
Purchase Agreement to New Peach Partners, L.P. ("New Peach"), and JDN
Development sold 6.2 acres of the Newnan Outparcels to New Peach for $1,250,000.
In April 1996, ALA purchased a 50% limited partnership interest in New Peach for
nominal consideration. ALA, along with the other New Peach partners, guaranteed
certain debt of New Peach. In December 1996, New Peach purchased the remaining
acreage of the Newnan Outparcels from JDN Development for $450,000.
In December 1997, WHF, Inc. ("WHF"), a wholly owned subsidiary of JDN
Development, sold a tract of land in Woodstock, Georgia to Woodstock Corners,
L.L.L.P. ("Woodstock Corners") for $510,000 and a note receivable in the amount
of $2,040,000. At the time of the sale, the tract of land was subject to a
lease with Kmart Corporation. WHF and Woodstock Corners entered into a related
agreement which gave Woodstock Corners the right to acquire improvements to the
Kmart building which WHF was to construct in 1998. In December 1998, ALA
purchased a 49.5% limited partnership interest in Woodstock Corners from two
third parties, and Woodstock Corners purchased the Kmart improvements from WHF,
paid a $1,000,000 development fee to WHF and repaid WHF the note receivable with
accrued interest.
In November 1996, Mr. Hughes, Mr. Whittelsey and Trenton D. Turk formed
GeoSurvey, Ltd. Co. ("GeoSurvey"). Mr. Hughes and Mr. Whittelsey each owned a
25% interest in GeoSurvey, and Mr. Turk owned a 50% interest in GeoSurvey.
During the years 1996 through 1999, GeoSurvey performed survey work for the
Company and JDN Development. The Company paid for services provided by
GeoSurvey in the amounts of $68,770 in 1997, $10,639 in 1998, and $17,553 in
1999. JDN Development paid for services provided by GeoSurvey in the amounts of
$91,360 in 1996, $260,348 in 1997, $243,322 in 1998, and $350,292 in 1999.
Comm-Aviation, LLC ("Comm-Aviation") is a Tennessee limited liability
company, which was formed in May 1996. Mr. Nichols owned a 99% interest in
Comm-Aviation. During the years 1995 through 1999, Comm-Aviation provided
charter flight service to the Company and JDN Development. The Company paid
Comm-Aviation $150 in 1995, $27,379 in 1996, $127,555 in 1997, $207,766 in 1998
and $126,043 in 1999. JDN Development paid Comm-Aviation $34,422 in 1996,
$110,691 in 1997, $77,756 in 1998, and $80,575 in 1999.
Lightyear Holdings, Inc. (formerly Unidial Holdings, Inc.) ("Lightyear") is
a privately-held integrated communications provider headquartered in Louisville,
Kentucky. Mr. Nichols beneficially owned 31% of the issued and outstanding
common shares of Lightyear through June 2, 2000. Craig Macnab, a member of the
Company's Board of Directors and the Company's current Chief Executive
Officer, was also a board member of Lightyear from August 1996 until April 2000.
During the years 1994 through 1999, Lightyear provided telecommunication
services to the Company and JDN Development. The Company paid Lightyear for
services provided to the Company the following amounts: $2,179 in 1994, $20,794
in 1995, $29,183 in 1996, $47,932 in 1997, $41,132 in 1998 and $48,664 in 1999.
JDN Development paid Lightyear $17,425 in 1998 and $17,928 in 1999.
57
<PAGE>
Unauthorized Benefits
Between 1995 and 1999, Mr. Hughes and Mr. Whittelsey received certain
unauthorized benefits from or through JDN Development. As described below,
these benefits involved shared commissions with real estate brokers, the
performance of site work on the eleven outparcels described above, the receipt
of an assignment fee, and the conveyance of a parcel of land.
During the years 1995 through 1998, Mr. Hughes and Mr. Whittelsey received
unauthorized payments through ALA in the form of commissions split or shared
with real estate brokers in connection with the purchase of land by JDN
Development. ALA received $102,960 in connection with JDN Development's
purchase of land in Cumming, Georgia in November 1995 and $45,000 in connection
with JDN Development's purchase of land in Beaver Valley, Pennsylvania in June
1996.
Between 1996 and 1999, JDN Development also performed unauthorized site
work for ALA on the eleven outparcels described above. The estimated value of
this site work is as follows:
Year Amount
-------------------------------------------------------------
1996 $ 9,682
1997 290,284
1998 371,461
1999 298,719
-----------
$ 970,146
===========
In February 1996, Morris Development Corporation ("Morris Development")
entered into a contract with another third party to purchase land in Winston-
Salem, North Carolina. In July 1996, Morris Development assigned the contract
to JDN Development for $304,470. Morris Development then made payment of an
assignment fee to ALA in the amount of $304,470. In December 1994, the sellers
of a tract of land in Cartersville, Georgia directly deeded a .508 acre tract of
land to ALA for no apparent consideration. Neither of these transactions was
authorized by JDN Development or the Company.
In September 1999, Mr. Hughes and Mr. Whittelsey, through ALA, received
from a third-party seller a $250,000 unauthorized fee in connection with the
purchase of land by JDN Real Estate--Conyers, L.P. In January 2000, ALA repaid
this amount in its entirety.
Other
In March 1994, Mr. Nichols individually entered into agreements with each
of Mr. Hughes and Mr. Whittelsey and issued personal promissory notes to them
without disclosing such arrangements to the Company's Board of Directors or
other members of management. Mr. Hughes was, at the time, an independent
contractor providing consulting services to Mr. Nichols and the Company and Mr.
Whittelsey was an employee and executive officer of the Company. The agreement
with Mr. Hughes provided for Mr. Nichols to pay or cause to be paid to Mr.
Hughes $100,000 per year in consideration for Mr. Hughes dedicating time and
effort to the completion of certain shopping center properties being developed
by the Company. Mr. Nichols also agreed to pay Mr. Hughes and Mr. Whittelsey a
$200,000 fee for services provided in connection with the Company's
Cartersville, Georgia project. In this agreement, Mr. Hughes released Mr.
Nichols and the Company, among others, from any claims as to profit or ownership
participation in any assets owned by Mr. Nichols or his affiliates and agreed to
keep confidential the existence of the agreement and the related promissory
note.
Mr. Whittelsey's agreement was substantially identical to Mr. Hughes'
except that, instead of providing for independent contractor services, it
provided for Mr. Whittelsey's service as Vice President of Development of the
Company for a one-year term after the Company's initial public offering. The
Compensation Committee of the Company's Board of Directors was unaware of and
did not approve the arrangements with Mr. Whittelsey, who was at the time an
executive officer of the Company.
Mr. Nichols issued a promissory note to Mr. Hughes in the principal amount
of $1,000,000 payable without interest by Mr. Nichols in quarterly installments
of $83,333 beginning September 29,
58
<PAGE>
1994. Mr. Nichols issued a similar promissory note to Mr. Whittelsey in the
principal amount of $750,000 payable without interest by Mr. Nichols in
quarterly installments of $62,500. The Company has been advised that Mr. Nichols
made payments to Jeb Hughes of $51,332 during 1994. It is not known to the
Company whether those payments were pursuant to the above-referenced agreements,
notes or otherwise.
The Company has been advised by Messrs. Nichols, Hughes and Whittelsey that
no amounts are being claimed by Messrs. Hughes and Whittelsey under the
promissory notes.
59
<PAGE>
PART IV
Item 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K
-------------------------------------------------------------------------
(a) (1) Financial Statements
The following financial statements are included in and filed pursuant to
Item 8 and are included herein on the pages indicated:
Consolidated balance sheets - December 31, 1999 and 1998......... F-1
Consolidated statements of income - Years ended
December 31, 1999, 1998, and 1997............................. F-2
Consolidated statements of shareholders' equity - Years ended
December 31, 1999, 1998, and 1997............................. F-3
Consolidated statements of cash flows - December 31, 1999,
1998, and 1997................................................ F-4
Notes to consolidated financial statements....................... F-5
Report of Ernst & Young LLP, Independent Auditors................ F-25
(2) Financial Statement Schedules
The following financial statement schedules are included in and filed
pursuant to Item 14(d) and are included herein on the pages indicated:
Schedule II - Valuation and Qualifying Accounts.................. F-26
Schedule III - Real Estate and Accumulated Depreciation.......... F-27
All other schedules for which provision is made in the applicable
accounting regulation of the Securities and Exchange Commission are not required
under the related instructions or are inapplicable and therefore have been
omitted.
(3) Exhibits
Exhibit Number Description
-------------- -----------
3.1 Articles of Restatement of JDN Realty Corporation (1)
3.2 Articles of Merger of JDN Enterprises, Inc. with and
into the Company (2)
3.3 Amended and Restated Bylaws of the Company
4.1 Specimen Common Stock Certificate (3)
4.2 Form of the Company's 9 3/8% Series A Cumulative
Redeemable Preferred Stock Certificate (14)
4.3 Form of 6.918% Mandatory Par Put Remarketed
Securities (SM) ("MOPPRS) (SM)") due March 31, 2013
(15)
4.4 Form of 6.80% Global Note due August 1, 2004 (8)
4.5 Form of 6.95% Global Note due August 1, 2007 (8)
10.1 JDN Realty Corporation 1993 Incentive Stock Plan, as
amended
10.2 JDN Realty Corporation 1993 Non-Employee Director Stock
Option Plan, as amended
10.3 JDN Realty Corporation Long-Term Incentive Plan
60
<PAGE>
10.4 Indemnification Agreement by and between J. Donald
Nichols and JDN Realty Corporation, dated February 23,
1994 (2)
10.5 Indemnification Agreement by and between Elizabeth L.
Nichols and JDN Realty Corporation, dated February 23,
1994 (2)
10.6 Indemnification Agreement by and between William J.
Kerley and JDN Realty Corporation, dated February 23,
1994 (2)
10.7 $200,000,000 Amended and Restated Credit Agreement
dated as of September 3, 1998, among JDN Realty
Corporation and Wachovia Bank, N.A., as Agent (4)
10.8 First Amendment dated as of June 11, 1999 to the
$200,000,000 Amended and Restated Credit Agreement
dated as of September 2, 1998 among JDN Realty
Corporation, the Banks listed therein and Wachovia
Bank, N.A., as Agent (5)
10.9 Agreement for Continued Funding dated March 2, 2000,
but effective as of February 14, 2000, by and among JDN
Realty Corporation, JDN Development Company, Inc., the
Banks parties thereto and Wachovia Bank, N.A., as Agent
(13)
10.10 $175,000,000 Second Amended and Restated Credit
Agreement dated as of May 19, 2000, among JDN Realty
Corporation, the Banks listed therein and Wachovia
Bank, N.A., as Agent (16)
10.11 $100,000,000 Term Loan Credit Agreement dated as of
February 17, 1999 among JDN Realty Corporation,
Wachovia Bank, N.A., as Agent and PNC, National
Association, as Documentation Agent (6)
10.12 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 Agent and
PNC Bank, National Association as the Documentation
Agent (7)
10.13 Interim Agreement dated as of March 2, 2000, but
effective as of February 14, 2000, by and among JDN
Realty Corporation, JDN Development Company, Inc. the
Banks parties thereto and Wachovia Bank, N.A., as Agent
10.14 $100,000,000 Amended and Restated Term Loan Credit
Agreement dated as of May 19, 2000, among JDN Realty
Corporation, the Banks listed therein, Wachovia Bank,
N.A., as Agent and PNC Bank, National Association, as
Documentation Agent (16)
10.15 Indenture, dated as of July 15, 1997, by JDN Realty
Corporation to First Union National Bank as Trustee (8)
10.16 First Supplemental Indenture, dated as of July 31,
1997, by JDN Realty Corporation to First Union National
Bank, as Trustee (8)
10.17 Second Supplemental Indenture, dated as of February 5,
1998, by JDN Realty Corporation to First Union National
Bank, as Trustee (9)
10.18 First Amendment to Second Supplemental Indenture, dated
as of March 31, 1998, by JDN Realty Corporation to
First Union National Bank, as Trustee (15)
10.19 JDN Realty Corporation Dividend Reinvestment and Stock
Purchase Plan (10)
10.20 JDN Realty Corporation 1995 Employee Stock Purchase
Plan
10.21 Employment Agreement by and between J. Donald Nichols
and JDN Realty Corporation, dated as of December 1,
1996 (11)
10.22 Letter Agreement dated May 19, 2000 between JDN Realty
Corporation, JDN Development Company, Inc. and J.
Donald Nichols regarding termination of Employment
Agreement by and between J. Donald Nichols and JDN
Realty Corporation dated as of December 1, 1996
61
<PAGE>
10.23 Employment Agreement by and between Elizabeth L.
Nichols and JDN Realty Corporation, dated as of
December 1, 1996 (11)
10.24 Employment Agreement by and between William J. Kerley
and JDN Realty Corporation, dated as of December 1,
1996 (11)
10.25 Letter Agreement dated April 15, 2000 between JDN
Realty Corporation, JDN Development Company, Inc. and
William J. Kerley regarding termination of Employment
Agreement by and between William J. Kerley and JDN
Realty Corporation dated as of December 1, 1996
10.26 Employment Agreement by and between John D. Harris, Jr.
and JDN Realty Corporation dated as of May 1, 1997 (12)
10.27 Employment Agreement by and between Leilani L. Jones
and JDN Realty Corporation, dated as of May 1, 1997
(12)
10.28 Employment Agreement by and between David L. Henzlik
and JDN Realty Corporation, dated as of December 1,
1996 (11)
10.29 Employment Agreement by and between W. Fred Williams,
Jr. and JDN Development Company, Inc. dated as of March
8, 2000 and related Performance Share Agreement dated
as of March 7, 2000
10.30 Tenant Estoppel and Release dated as of May 23, 2000 by
and between JDN Development Company, Inc. and JDN
Realty Corporation and their Affiliates Wal-Mart
Stores, Inc. and Wal-Mart Real Estate Business Trust
and Lowe's Companies, Inc. and Lowe's Home Centers,
Inc. (16)
10.31 Separation and Partial Settlement Agreement dated as of
June 14, 2000 by and between JDN Realty Corporation and
JDN Development Company, Inc. and their Affiliates, ALA
Associates, Inc. and Jeb L. Hughes and C. Sheldon
Whittelsey, IV
12 Ratio of Earnings to Fixed Charges
21 Subsidiaries of the Registrant
27 Financial Data Schedule
99.1 Federal Income Tax and ERISA Considerations
(1) Filed as an exhibit to the Company's filing on Form 8-K dated
November 7, 1996, previously filed pursuant to the Securities
Exchange Act of 1934, and hereby incorporated by reference.
(2) Filed as an exhibit to the Company's Registration Statement on
Form S-11 (No. 33-73710) previously filed pursuant to the
Securities Act of 1933 and hereby incorporated by reference.
(3) Filed as an exhibit to the Company's Registration Statement on
Form S-3 (No. 333-22339) previously filed pursuant to the
Securities Act of 1933 and hereby incorporated by reference.
(4) Filed as an exhibit to the Company's quarterly report on
Form 10-Q for the quarter ended September 30, 1998, previously
filed pursuant to the Securities Exchange Act of 1934 and hereby
incorporated by reference.
(5) Filed as an exhibit to the Company's quarterly report on
Form 10-Q for the quarter ended June 30, 1999, previously filed
pursuant to the Securities Exchange Act of 1934 and hereby
incorporated by reference.
(6) Filed as an exhibit to the Company's annual report on Form 10-K
for the year ended December 31, 1998, previously filed pursuant
to the Securities Exchange Act of 1934 and hereby incorporated by
reference.
62
<PAGE>
(7) Filed as an exhibit to the Company's quarterly report on Form 10-Q for
the quarter ended September 30, 1999, previously filed pursuant to the
Securities Exchange Act of 1934 and hereby incorporated by reference.
(8) Filed as an exhibit to the Company's filing on Form 8-K dated August
1, 1997, previously filed pursuant to the Securities Exchange Act of
1934 and hereby incorporated by reference.
(9) Filed as an exhibit to the Company's filing on Form 8-K dated February
13, 1998, previously filed pursuant to the Securities Exchange Act of
1934 and hereby incorporated by reference.
(10) Filed as an exhibit to the Company's Registration Statement on Form
S-3 (No. 33-90868) previously filed pursuant to the Securities Act of
1933 and hereby incorporated by reference.
(11) Filed as an exhibit to the Company's annual report on Form 10-K for
the year ended December 31, 1996, previously filed pursuant to the
Securities Exchange Act of 1934 and hereby incorporated by reference.
(12) Filed as an exhibit to the Company's filing on Form 10-K for the year
ended December 31, 1997, previously filed pursuant to the Securities
Exchange Act of 1934 and hereby incorporated by reference.
(13) Filed as an exhibit to the Company's filing on Form 8-K dated March 7,
2000, previously filed pursuant to the Securities Exchange Act of 1934
and hereby incorporated by reference.
(14) Filed as an exhibit to the Company's filing on Form 8-A dated
September 17, 1998, previously filed pursuant to the Securities
Exchange Act of 1934 and hereby incorporated by reference.
(15) Filed as an exhibit to the Company's filing on Form 8-K dated April 1,
1998, previously filed pursuant to the Securities Exchange Act of 1934
and hereby incorporated by reference.
(16) Filed as an exhibit to the Company's filing on Form 8-K dated May 23,
2000, previously filed pursuant to the Securities Exchange Act of 1934
and hereby incorporated by reference.
63
<PAGE>
Executive Compensation Plans and Arrangements
The following is a list of all executive compensation plans and
arrangements filed as exhibits to this annual report on Form 10-K or
incorporated herein by reference:
1. JDN Realty Corporation 1993 Incentive Stock Plan, as amended (Exhibit
10.1)
2. JDN Realty Corporation 1993 Non-Employee Director Stock Option Plan,
as amended (Exhibit 10.2)
3. JDN Realty Corporation Long-Term Incentive Plan (Exhibit 10.3)
4. Employment Agreement, dated as of December 1, 1996, by and between J.
Donald Nichols and the Company (Exhibit 10.21)
5. Letter Agreement dated May 19, 2000 between the Company, JDN
Development and J. Donald Nichols regarding termination of Employment
Agreement by and between J. Donald Nichols and the Company dated as of
December 1, 1996 (Exhibit 10.22)
6. Employment Agreement, dated as of December 1, 1996, by and between
Elizabeth L. Nichols and the Company (Exhibit 10.23)
7. Employment Agreement, dated as of December 1, 1996, by and between
William J. Kerley and the Company (Exhibit 10.24)
8. Letter Agreement dated April 15, 2000 between the Company, JDN
Development and William J. Kerley regarding termination of Employment
Agreement by and between William J. Kerley and the Company dated
December 1, 1996 (Exhibit 10.25)
9. Employment Agreement, dated as of December 1, 1996, by and between
David L. Henzlik and the Company (Exhibit 10.28)
10. Employment Agreement, dated as of May 1, 1997, by and between John D.
Harris, Jr. and the Company (Exhibit 10.26)
11. Employment Agreement, dated as of May 1, 1997, by and between Leilani
L. Jones and the Company (Exhibit 10.27)
12. Employment Agreement, dated as of March 8, 2000, by and between W.
Fred Williams, Jr. and JDN Development Company, Inc. and related
Performance Share Agreement, dated as of March 7, 2000 (Exhibit 10.29)
13. Indemnification Agreement, dated as of February 23, 1994, by and
between J. Donald Nichols and the Company (Exhibit 10.4)
14. Indemnification Agreement, dated as of February 23, 1994, by and
between Elizabeth L. Nichols and the Company (Exhibit 10.5)
15. Indemnification Agreement, dated as of February 23, 1994, by and
between William J. Kerley and the Company (Exhibit 10.6)
16. Separation and Partial Settlement Agreement dated as of June 14, 2000
by and between JDN Realty Corporation and JDN Development Company,
Inc. and their Affiliates, ALA Associates, Inc. and Jeb L. Hughes and
C. Sheldon Whittelsey, IV (Exhibit 10.31)
17. JDN Realty Corporation 1995 Employee Stock Purchase Plan (Exhibit
10.20)
18. JDN Realty Corporation Dividend Reinvestment and Stock Purchase Plan
(Exhibit 10.19)
(b) Reports on Form 8-K
During the three months ended December 31, 1999, the Company did not file
any reports on Form 8-K.
(c) Exhibits
64
<PAGE>
The response to this portion of Item 14 is submitted as a separate section
of this report.
(d) Financial Statement Schedules
The response to this portion of Item 14 is submitted as a separate section
of this report.
65
<PAGE>
Item 8
------
FINANCIAL STATEMENTS AND SUPPLEMENTAL DATA
------------------------------------------
Item 14(d)
----------
FINANCIAL STATEMENT SCHEDULES
-----------------------------
<PAGE>
JDN REALTY CORPORATION
CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
December 31,
---------------------------
(dollars in thousands, except per share data) 1999 1998
-----------------------------------------------------------------------------------------------------------------------
(restated)
<S> <C> <C>
ASSETS
Shopping center properties held for use in operations, at cost:
Land $ 189,506 $ 150,818
Buildings and improvements 644,089 619,031
---------------------------
833,595 769,849
Less: accumulated depreciation and amortization (69,321) (56,093)
---------------------------
Shopping center properties held for use in operations, net 764,274 713,756
Shopping center properties under development 104,609 74,192
Shopping center properties held for sale 22,463 -
---------------------------
Total shopping center properties 891,346 787,948
Cash and cash equivalents 2,076 -
Proceeds receivable from tax deferred exchange of properties 40,476 -
Rents receivable, net of allowance for doubtful accounts of $714 and
$667 in 1999 and 1998, respectively 10,272 7,158
Investments in and advances to unconsolidated entities:
JDN Development Company, Inc. 121,095 150,514
Other 33,343 -
Deferred costs, net of amortization 5,099 4,424
Other assets 13,088 15,127
---------------------------
$ 1,116,795 $ 965,171
===========================
LIABILITIES AND SHAREHOLDERS' EQUITY
Liabilities
Unsecured notes payable $ 234,635 $ 234,573
Lines of credit and term loan 235,000 148,519
Mortgage notes payable 101,247 42,471
Accounts payable and accrued expenses 16,328 11,550
Other liabilities 9,500 10,764
---------------------------
Total liabilities 596,710 447,877
Third party investors' interest 4,256 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 33,401,468 and 32,704,408 shares
in 1999 and 1998, respectively 334 327
518,504 521,036
Paid-in capital
Accumulated deficit (3,029) (7,089)
---------------------------
515,829 514,294
---------------------------
$ 1,116,795 $ 965,171
===========================
</TABLE>
See accompanying notes.
F-1
<PAGE>
JDN REALTY CORPORATION
CONSOLIDATED STATEMENTS OF INCOME
<TABLE>
<CAPTION>
Years Ended December 31,
------------------------------------------
(in thousands, except per share data) 1999 1998 1997
--------------------------------------------------------------------------------------------------------------------------------
(restated) (restated)
<S> <C> <C> <C>
Revenues:
Minimum and percentage rents $ 93,021 $ 71,191 $ 43,346
Recoveries from tenants 13,205 10,003 4,512
Other revenue 12 117 147
------------------------------------------
Total revenues 106,238 81,311 48,005
Operating expenses:
Operating and maintenance 8,338 6,439 3,201
Real estate taxes 6,979 5,316 2,540
General and administrative 8,130 7,105 4,265
Depreciation and amortization 22,047 16,824 10,130
Tenant settlement expense 5,610 - -
------------------------------------------
Total operating expenses 51,104 35,684 20,136
------------------------------------------
Income from operations 55,134 45,627 27,869
Other income (expense):
Interest expense, net (18,423) (9,454) (4,856)
Other income, net 1,728 945 1,205
Equity in net income (loss) of unconsolidated entities (3,800) 3,379 1,623
------------------------------------------
Income before minority interest in net income of
consolidated subsidiaries, net gain (loss) on real estate sales
and extraordinary items 34,639 40,497 25,841
Minority interest in net income of consolidated subsidiaries (215) (196) -
------------------------------------------
Income before net gain (loss) on real estate sales and
extraordinary items 34,424 40,301 25,841
Net gain (loss) on real estate sales 18,627 379 (352)
------------------------------------------
Income before extraordinary items 53,051 40,680 25,489
Extraordinary items - - (5,940)
------------------------------------------
Net Income 53,051 40,680 19,549
Dividends to preferred shareholders (4,688) (1,341) -
------------------------------------------
Net income attributable to common shareholders $ 48,363 $ 39,339 $ 19,549
==========================================
Income per share--basic
Income before extraordinary items (net of preferred dividend) $ 1.46 $ 1.28 $ 1.11
Extraordinary items - - (0.26)
------------------------------------------
Net income attributable to common shareholders $ 1.46 $ 1.28 $ 0.85
==========================================
Income per share--diluted
Income before extraordinary items (net of preferred dividend) $ 1.44 $ 1.26 $ 1.08
Extraordinary items - - (0.25)
------------------------------------------
Net income attributable to common shareholders $ 1.44 $ 1.26 $ 0.83
==========================================
</TABLE>
See accompanying notes.
F-2
<PAGE>
JDN REALTY CORPORATION
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
<TABLE>
<CAPTION>
Preferred Common Paid-in Accumulated
(in thousands, except per share data) Stock Stock Capital Deficit Total
--------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Balance, January 1, 1997 (as previously reported) $ - $ 196 $ 233,432 $ (7,089) $ 226,539
Adjustments for previously undisclosed
transactions (see Note 2) - - (1,349) - (1,349)
-------------------------------------------------------------------
Balance, January 1, 1997 (restated) - 196 232,083 (7,089) 225,190
Issuances of common stock - 81 155,706 - 155,787
Distributions to common shareholders
($1.32 per share) - - (12,483) (19,549) (32,032)
Net income - - - 19,549 19,549
-------------------------------------------------------------------
Balance, December 31, 1997 - 277 375,306 (7,089) 368,494
Issuance of preferred stock 20 - 48,154 - 48,174
Issuances of common stock - 50 102,425 - 102,475
Distributions to preferred shareholders
($0.67 per share) - - - (1,341) (1,341)
Distributions to common shareholders
($1.41 per share) - - (4,849) (39,339) (44,188)
Net income - - - 40,680 40,680
-------------------------------------------------------------------
Balance, December 31, 1998 20 327 521,036 (7,089) 514,294
Issuances of common stock - 11 11,990 - 12,001
Repurchases of common stock - (4) (6,990) - (6,994)
Distributions to preferred shareholders
($2.34 per share) - - - (4,688) (4,688)
Distributions to common shareholders
($1.55 per share) - - (7,532) (44,303) (51,835)
Net income - - - 53,051 53,051
-------------------------------------------------------------------
Balance, December 31, 1999 $ 20 $ 334 $ 518,504 $ (3,029) $ 515,829
===================================================================
</TABLE>
See accompanying notes.
F-3
<PAGE>
JDN REALTY CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
Years Ended December 31,
-----------------------------------------
(in thousands) 1999 1998 1997
-------------------------------------------------------------------------------------------------------------------
(restated) (restated)
<S> <C> <C> <C>
Cash flows from operating activities
Net income $ 53,051 $ 40,680 $ 19,549
Adjustments to reconcile net income to net cash provided by
operating activities:
Depreciation 21,002 15,676 9,641
Amortization 2,507 1,758 1,540
Equity in net income of unconsolidated entities 3,800 (3,379) (1,623)
Minority interest in net income of consolidated subsidiaries 215 196 -
Net (gain) loss on real estate sales (18,627) (379) 352
Extraordinary items - - 5,940
Tenant settlement expenses 5,610 - -
Changes in assets and liabilities:
Rents receivable (3,164) (4,467) (537)
Other assets (515) (130) (174)
Accounts payable and accrued expenses (4,703) 3,766 4,721
Other liabilities (380) 2,339 2,168
-----------------------------------------
Net cash provided by operating activities 58,796 56,060 41,577
Cash flows from investing activities
Development of shopping center properties (205,085) (159,590) (139,026)
Purchases of shopping center properties - (105,453) (29,222)
Improvements to shopping center properties (984) (1,507) (1,714)
Proceeds from real estate sales 61,972 747 100
Net repayment of advances from (advances to) JDN
Development Company, Inc. 26,875 (75,361) (33,031)
Investments in unconsolidated entities (33,343) - -
Other 2,197 (10,932) (1,685)
-----------------------------------------
Net cash used in investing activities (148,368) (352,096) (204,578)
Cash flows from financing activities
Proceeds from mortgages and notes payable 61,254 1,060 48,508
Principal payments on mortgages and notes payable (1,648) (532) (201,821)
Proceeds from unsecured lines of credit 529,040 381,420 248,715
Principal payments on unsecured lines of credit (442,559) (276,401) (205,215)
Proceeds from issuance of unsecured notes payable - 76,548 159,486
Net proceeds from issuance of common stock 11,225 101,011 155,788
Net proceeds from issuance of preferred stock - 48,174 -
Repurchases of common stock (6,995) - -
Distributions to common shareholders (51,835) (44,188) (32,032)
Distributions to preferred shareholders (4,688) (1,341) -
Deferred financing costs (2,072) (1,154) (4,564)
Other (74) - 2,866
-----------------------------------------
Net cash provided by financing activities 91,648 284,597 171,731
-----------------------------------------
Increase (decrease) in cash and cash equivalents 2,076 (11,439) 8,730
Cash and cash equivalents at beginning of year - 11,439 2,709
-----------------------------------------
Cash and cash equivalents at end of year $ 2,076 $ - $ 11,439
=========================================
</TABLE>
See accompanying notes.
F-4
<PAGE>
JDN Realty Corporation
Notes to Consolidated Financial Statements
December 31, 1999
(dollars in thousands, except per share data)
1. Description of Business and Summary of Significant Accounting Policies
Description of Business
JDN Realty Corporation (the "Company") is a real estate company
specializing in the development and asset management of shopping centers
anchored by value oriented necessity item retailers. The Company's operating
shopping centers and development projects are located in 20 states. The Company
has elected to be taxed as a real estate investment trust ("REIT").
Basis of Presentation
The financial statements represent the consolidated financial statements of
the Company and thus include its wholly-owned subsidiaries and its majority-
owned subsidiaries. All significant intercompany balances and transactions have
been eliminated.
Segment Reporting
Effective January 1, 1999, the Company adopted Statement of Financial
Accounting Standards ("SFAS") No. 131, Disclosures about the Segments of an
Enterprise and Related Information ("Statement 131"). Statement 131 defines an
operating segment as a component of an enterprise that engages in business
activities that generate revenues and incur expenses, whose operating results
are reviewed by the chief operating decision maker in the determination of
resource allocation and performance, and for which discrete financial
information is available. The Company operates in one reportable segment, the
development, ownership and operation of retail properties. Substantially all of
the Company's assets, revenues and income are derived from this segment.
Therefore, the adoption of Statement 131 did not have any effect on the
Company's consolidated financial position or results of operation.
Investments in Unconsolidated Entities
The Company uses the equity method of accounting for investments in non-
majority owned entities, including those where the Company's voting control is
below 20%, where the Company has the ability to exercise significant influence
over operating and financial policies.
Real Estate Assets
Shopping center properties are stated at cost less accumulated
depreciation. The Company capitalizes costs of construction, property taxes,
interest and other miscellaneous costs incurred during the development period
until such time as projects become operational. Depreciation and amortization
are provided on a straight-line basis over the estimated useful lives of the
assets beginning when the phases become substantially complete. Expenditures for
maintenance and repairs are charged to operations as incurred. Renovations which
improve or extend the life of the related assets are capitalized.
The Company records impairment losses and reduces the carrying amount
of long-lived assets used in operations to their fair value when indicators of
impairment are present and the estimated undiscounted cash flows related to
those assets are less than their carrying amounts. The Company records
impairment losses and reduces the carrying amount of assets held for sale when
the carrying amounts exceed the estimated selling prices less costs to sell.
F-5
<PAGE>
Deferred Costs
Costs and fees associated with the Company's debt obligations are
included in deferred costs in the accompanying consolidated balance sheets and
are amortized over the terms of the related debt agreements. Amortization of
these deferred financing costs is included in interest expense in the
consolidated statements of income. Accumulated amortization related to deferred
costs totaled approximately $2,402 and $1,224 at December 31, 1999 and 1998,
respectively.
In 1999, the Company adopted Statement of Position (SOP) 98-1, Accounting
for the Costs of Computer Software Developed or Obtained for Internal Use and
capitalizes certain external costs and internal payroll and payroll related
costs. The Company capitalized software development costs of $1,398 in 1999.
Revenue Recognition
The Company leases space in its shopping centers to tenants and recognizes
minimum base rentals as revenue on a straight-line basis over the terms of the
operating leases. The tenants are required to pay additional rentals based on
common area maintenance expenses, and the Company recognizes such rentals as the
revenue is earned. In addition, certain tenants pay incremental rental amounts
based on store sales and these percentage rentals are recognized as earned.
The tenant base includes primarily national or regional retail chains,
local retailers, and consequently the Company's credit risk is concentrated in
the retail industry. Rents receivable in excess of security deposits are
unsecured and are subject to credit losses to this extent.
Net Gain (Loss) on Real Estate Sales
Net gain (loss) on real estate sales relates to the sale of shopping center
properties and undeveloped parcels of land. In accordance with SFAS Statement
No. 66, Accounting for Real Estate Sales, the applicable gain or loss is
recognized when the earnings process is deemed to be complete, which generally
coincides with the closing. The Company continues to record depreciation on
shopping center properties until the date of sale.
Interest Costs
Interest costs incurred during the development period of projects are
capitalized and depreciated over the life of the building. Interest costs
capitalized were $7,565, $6,401 and $4,650 for the years ended December 31,
1999, 1998 and 1997, respectively. Interest payments totaled $35,750, $21,766
and $11,407 during the years ended December 31, 1999, 1998 and 1997,
respectively.
Interest Rate Protection Agreements
The Company enters into interest rate swap agreements or interest rate cap
agreements in an attempt to hedge its exposure to increasing rates on its
floating rate debt. The interest rate swap agreements involve the exchange of
amounts based on fixed interest rates for amounts based on variable interest
rates over the lives of the agreements without an exchange of the notional
amounts upon which the payments are based. The differential to be paid or
received as interest rates change is accrued and recognized as an adjustment to
interest incurred. The interest rate cap agreements involve a similar exchange
once interest rates rise above a specified threshold. Below that threshold, the
Company neither pays nor receives amounts under the interest rate cap
agreements. The fair value of the interest rate protection agreements and
changes in the fair value as a result of changes in market interest rates are
not recognized in the financial statements.
Stock-Based Compensation
The Company uses the intrinsic value method as for valuing its awards of
stock options and restricted stock and recording the related compensation
expense, if any, in accordance with Accounting Principles Board Opinion No. 25,
Accounting for Stock Issued to Employees. See Note 15 for pro forma
F-6
<PAGE>
disclosures using the fair value method as described in SFAS Statement No. 123,
Accounting for Stock-Based Compensation ("Statement 123").
Income Taxes
The Company elected to be taxed as a REIT under the Internal Revenue Code
of 1986, as amended (the "Code") and began operating as such on March 27, 1994.
As a result, the Company is not 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 was made for income taxes in the accompanying
consolidated financial statements.
The Company's distributions per common share are summarized as follows:
Years ended December 31,
1999 1998 1997
------------------------------
Ordinary income $ 1.38 $ 1.35 $ 0.97
Return of capital - 0.06 0.35
Long-term capital gains 0.17 - -
------------------------------
$ 1.55 $ 1.41 $ 1.32
==============================
Per Share Data
Basic and diluted earnings per share are calculated in accordance with
SFAS Statement No. 128, Earnings per Share ("Statement 128").
In May 1998, the Company declared a 3-for-2 stock split, effected in the
form of a stock dividend, to shareholders of record on June 19, 1998. All share
and per share information have been restated to reflect the stock split.
Statements of Cash Flows
The Company considers all highly liquid investments with original
maturities of three months or less when purchased to be cash equivalents.
Use of Estimates
The preparation of the Company's financial statements in conformity with
generally accepted accounting principles requires management to make estimates
and assumptions that affect the amounts reported in the consolidated financial
statements and accompanying notes. Actual results could differ from those
estimates.
New Accounting Standards
In June 1998, the Financial Accounting Standards Board ("FASB") issued
SFAS Statement No. 133, Accounting for Derivative Instruments and Hedging
Activities ("Statement 133"). Statement 133, as amended by SFAS Statement No.
137, Deferral of the Effective Date of Statement 133, is effective for all
fiscal quarters of all fiscal years beginning after June 15, 2000. The Company
expects to adopt Statement 133 effective January 1, 2001. Statement 133 will
require the Company to recognize all derivatives on the balance sheet at fair
value. The Company does not anticipate that the adoption of Statement 133 will
have a significant effect on its results of operations or financial position.
Management will continue to evaluate the impact this standard will have as the
Company's portfolio changes.
In March 2000, the Financial Accounting Standards Board issued
Interpretation No. 44, Accounting for Certain Transactions involving Stock
Compensation. This interpretation generally becomes effective July 1, 2000. The
Company expects that adoption of the standard will not have a material impact on
the financial statements.
F-7
<PAGE>
Reclassifications
Certain amounts as previously reported have been reclassified to conform to
the current year's presentation.
2. Special Committee Investigation
In February 2000, the Company announced that it had discovered
undisclosed compensation arrangements with two executive officers of JDN
Development Company, Inc. ("JDN Development") (see Note 9 below), additional
unauthorized benefits to these same two executive officers, and undisclosed
related party transactions involving these two officers and the former chairman
and Chief Executive Officer of the Company, J. Donald Nichols. In most of the
transactions, the compensation or benefits were paid or otherwise transferred to
ALA Associates, Inc. ("ALA"), an entity owned by Jeb L. Hughes, former Senior
Vice President of JDN Development and C. Sheldon Whittelsey, IV, former Vice
President of the Company and JDN Development. As a result of this discovery, a
special committee of the Board of Directors (the "Special Committee") was formed
to, among other things, conduct an inquiry into these matters.
The undisclosed compensation arrangements and unauthorized benefits
described below were not recorded or disclosed in the Company's or JDN
Development's accounting records and previously issued financial statements as
of and for the years ended December 31, 1994 through 1998. As a result, the
Company has restated its financial statements for the year ended December 31,
1994 and the year ended December 31, 1998. In addition, the Company has restated
its quarterly results for each quarter in 1998 and for the first three quarters
of 1999. The restatements reflect additional expenses in the Company or JDN
Development at the time of the compensation or unauthorized benefit. These
amounts also changed the gains or losses on subsequent sales at the projects
involved; such changes are included in the restated statements.
The following summarizes the findings of the Special Committee, which has
since concluded its investigation:
. Undisclosed Compensation Arrangements. As a part of ten land purchases
-------------------------------------
the Company or JDN Development paid amounts to sellers of land which
included amounts for adjacent parcels of land deeded directly to ALA.
In one additional transaction, JDN Development deeded land directly to
ALA for no apparent consideration. In addition, in six other land
purchase transactions, the seller paid fees or commissions to ALA.
These arrangements were each approved by Mr. Nichols. As a part of the
1994 to 1998 restatements, these amounts totaling approximately $4,083
(before tax and before effect on subsequent sales) have been recorded
primarily as reductions of the equity in income from unconsolidated
subsidiaries, in the respective years in the Company's statements of
income.
. Unauthorized Benefits. As a part of four land purchases, the seller
-----------------------
paid fees or commissions to ALA or other real estate brokers shared or
split commissions with ALA; however, these arrangements were not
approved by Mr. Nichols or any other person at the Company or JDN
Development. In addition, sitework was performed at JDN Development's
expense on the 11 parcels of land which ALA received as described
above, without approval from Mr. Nichols or any other person at the
Company or JDN Development. One parcel of land was deeded directly to
ALA for no apparent consideration. As a part of the 1994 to 1998
restatements, these amounts totaling approximately $1,423 (before
income tax and before effect on subsequent sales) have been recorded
primarily as reductions of the equity in income from unconsolidated
subsidiaries, in the respective years in the Company's statements of
income.
. Related Party Transactions. In two instances (one in 1995 and one in
---------------------------
1997), unimproved and improved real estate was sold to an entity which
included ALA as a part owner. This ownership was previously undisclosed
to the Company or JDN Development. In addition, three other types of
related party transactions were identified, which occurred in several
F-8
<PAGE>
consecutive years. See Note 22 for additional information regarding
these transactions. These transactions were not previously disclosed
but do not affect previously reported net income amounts.
. Tenant/lease sale and lease discrepancies. The Special Committee
------------------------------------------
discovered discrepancies in cost and other information underlying
certain leases and real estate sales agreements with Wal-Mart and
Lowe's (the Company's two largest tenants) (the "Major Anchor Tenants")
and determined that these discrepancies may have affected the
negotiation of rental rates and purchase prices paid by these tenants
on transactions with the Company and JDN Development. As a result of
these findings and negotiations with the Major Anchor Tenants, the
Company and JDN Development jointly agreed to pay a total of $10,350 to
the Major Anchor Tenants and to reduce the sales price of three
properties expected to be sold to Wal-Mart in 2000 by $2,750. These
amounts have been allocated between the Company and JDN Development and
accrued in the Company's 1999 financial statements. As a result of the
Special Committee's investigation into these discrepancies, additional
information was discovered related to a $1,200 payment made in 1998 to
a third-party which was previously capitalized into one of JDN
Development's projects. As a result of the additional information, JDN
Development has accrued and expensed this payment in its 1997 restated
financial statements.
. Other findings. The Committee also found previously undisclosed
---------------
agreements regarding compensation arrangements with Mr. Hughes and Mr.
Whittelsey and two promissory notes issued by Mr. Nichols in 1994, one
to Mr. Hughes for $1,000 and one to Mr. Whittelsey for $750. These
notes were placed in escrow and all parties have agreed that no amounts
are due under the notes.
As a result of the above investigation, Mr. Nichols, Mr. Hughes, Mr.
Whittelsey and the Company's Chief Financial Officer resigned in 2000. Amounts
related to the severance arrangements of these four individuals, which include
recovery of a portion of the amounts related to the unauthorized benefits
discussed above, will be recognized in 2000.
The costs of the investigation are being expensed as incurred.
See Note 4 for discussion of the related impact to the Company's debt
agreements.
F-9
<PAGE>
The following is a reconciliation of net income previously reported to restated
net income.
<TABLE>
<CAPTION>
Years ended December 31,
1998 1997
--------- ---------
<S> <C> <C>
Net income as previously reported $ 41,337 $ 21,293
Adjustment to equity in net income of
JDN Development Company, Inc. (657) (1,744)
--------- ---------
Net income - restated $ 40,680 $ 19,549
Dividends to preferred shareholders (1,341) -
--------- ---------
Net income attributable to common
shareholders - restated $ 39,339 $ 19,549
========= =========
Income per share - basic
Income before extraordinary items (net of
preferred dividend) as previously reported $ 1.30 $ 1.18
Effect of restated net income (0.02) (0.07)
--------- ---------
Income before extraordinary items (net of
preferred dividend) - restated $ 1.28 $ 1.11
Extraordinary items - (0.26)
--------- ---------
Net income attributable to common
shareholders - restated $ 1.28 $ 0.85
========= =========
Income per share - diluted
Income before extraordinary items (net of
preferred dividend) as previously reported $ 1.28 $ 1.16
Effect of restated net income (0.02) (0.08)
--------- ---------
Income before extraordinary items (net of
preferred dividend) - restated $ 1.26 $ 1.08
Extraordinary items - (0.25)
--------- ---------
Net income attributable to common
shareholders - restated $ 1.26 $ 0.83
========= =========
</TABLE>
F-10
<PAGE>
<TABLE>
<CAPTION>
1999 Quarters
First Second Third Fourth
-----------------------------------------------------------
<S> <C> <C> <C> <C>
Net income as previously reported
Adjustment to equity in net income of: 12,151 12,325 18,817 10,419
JDN Development Company, Inc. (59) (59) (43) -
Other (160) (167) (173) -
-----------------------------------------------------------
Net income - restated 11,932 12,099 18,601 10,419
Dividends to preferred shareholders (1,172) (1,172) (1,172) (1,172)
-----------------------------------------------------------
Net income attributable to common
shareholders - restated $ 10,760 $ 10,927 $ 17,429 $ 9,247
===========================================================
Income per share - basic
Income before extraordinary items (net of
preferred dividend) as previously reported $ 0.33 $ 0.34 $ 0.53 $ 0.28
Effect of restated net income (0.00) (0.01) (0.01) -
-----------------------------------------------------------
Net income attributable to common
shareholders - restated $ 0.33 $ 0.33 $ 0.52 $ 0.28
===========================================================
Income share per - diluted
Income before extraordinary items (net of
preferred dividend) as previously reported $ 0.33 $ 0.33 $ 0.52 $ 0.28
Effect of restated net income (0.01) (0.01) 0.00 -
-----------------------------------------------------------
Net income attributable to common
shareholders - restated $ 0.32 $ 0.32 $ 0.52 $ 0.28
===========================================================
1998 Quarters
First Second Third Fourth
-----------------------------------------------------------
Net income as previously reported
Adjustment to equity in net income of: 9,112 10,053 10,555 11,617
JDN Development Company, Inc. (334) (46) (28) (249)
-----------------------------------------------------------
Net income - restated 8,778 10,007 10,527 11,368
Dividends to preferred shareholders - - (169) (1,172)
-----------------------------------------------------------
Net income attributable to common
shareholders - restated $ 8,778 $ 10,007 $ 10,358 $ 10,196
===========================================================
Income per share - basic
Income before extraordinary items (net of
preferred dividend) as previously reported $ 0.32 $ 0.33 $ 0.34 $ 0.32
Effect of restated net income (0.02) (0.01) (0.00) (0.00)
-----------------------------------------------------------
Net income attributable to common
shareholders - restated $ 0.30 $ 0.32 $ 0.34 $ 0.32
===========================================================
Income share per - diluted
Income before extraordinary items (net of
preferred dividend) as previously reported $ 0.31 $ 0.32 $ 0.33 $ 0.32
Effect of restated net income (0.01) (0.00) (0.00) (0.01)
-----------------------------------------------------------
Net income attributable to common
shareholders - restated $ 0.30 $ 0.32 $ 0.33 $ 0.31
===========================================================
</TABLE>
3. Unsecured Notes Payable
Unsecured Notes Payable consists of the following:
December 31,
1999 1998
------------------------
Mandatory Par Put Remarketed Securities $ 75,000 $ 75,000
Seven Year Notes 74,838 74,802
Ten Year Notes 84,797 84,771
------------------------
$ 234,635 $ 234,573
========================
F-11
<PAGE>
The MandatOry Par Put Remarketed Securities ("MOPPRS") represent
unsecured notes payable with a face amount of $75,000, a stated interest rate of
6.918% and a maturity date of March 31, 2013. Interest on the MOPPRS is payable
semi-annually in arrears on each March 31 and September 30. In connection with
the issuance of the MOPPRS, the Company sold an option to remarket the MOPPRS on
March 31, 2003 to the agent. On March 31, 2003 the MOPPRS are subject to
mandatory tender.
The Seven-Year Notes represent unsecured notes with a face amount of
$75,000, a stated interest rate of 6.80% and a maturity date of August 1, 2004.
The Ten-Year Notes represent unsecured notes payable with a face amount of
$85,000, a stated interest rate of 6.95% and a maturity date of August 1, 2007.
Interest on the Seven Year Notes and Ten Year Notes is payable semi-annually in
arrears on each February 1 and August 1.
The Seven Year Notes, the Ten Year Notes and the MOPPRS were issued
under Supplemental Indentures and an Indenture which contain covenants customary
for notes of these types, including limitations on total indebtedness of the
Company, limitations on secured debt, maintenance of minimum interest coverage
ratios and maintenance of minimum ratios of unencumbered assets to unsecured
debt.
4. Lines of Credit and Term Loan
Lines of Credit and Term Loan consisted of the following:
December 31,
1999 1998
-----------------------------
Swing Line of Credit $ - $ 15,019
Revolving Line of Credit 135,000 133,500
Term Loan 100,000 -
-----------------------------
$ 235,000 $ 148,519
=============================
As of December 31, 1999, the Swing Line of Credit represented a $25,000
unsecured line of credit with a bank, which was scheduled to mature in August
2000. The Company was able to borrow on a daily basis amounts of up to $25,000
under the Swing Line of Credit at an interest rate of LIBOR plus 1.15%. At
December 31, 1999, the Company had the ability to draw an additional $25,000
under the Swing Line of Credit, and the weighted average interest rate was
8.91%.
As of December 31, 1999, the Revolving Line of Credit represented a
$200,000 unsecured line of credit with a bank group, which was scheduled to
mature in May 2002. The Company was able to borrow amounts under the Revolving
Line of Credit up to an amount equal to 60% of the value of all Eligible
Unencumbered Stabilized Properties, as defined, plus 50% of the cost of all
Construction in Progress, as defined. The Revolving Line of Credit contained
covenants customary for credit facilities with similar terms and maturities,
including limitations on secured debt, maintenance of minimum interest coverage
ratios and maintenance of minimum ratios of unencumbered assets to unsecured
debt. Interest on the Revolving Line of Credit was LIBOR plus 1.15%, payable
monthly. At December 31, 1999, the Company had the ability to draw an additional
$65,000 under the Unsecured Line of Credit, and the weighted average interest
rate on amounts outstanding under the Revolving Line of Credit was 7.95%.
As of December 31, 1999, the Term Loan represented a $100,000 unsecured
term loan with a bank group, which was scheduled to mature in February 2002. The
Term Loan contained covenants customary for credit facilities with similar terms
and maturities, including limitations on secured debt, maintenance of minimum
interest coverage ratios and maintenance of minimum ratios of unencumbered
assets to unsecured debt. Interest on the Term Loan was LIBOR plus 1.40%. The
Company paid interest monthly on the Term Loan and no principal amounts were due
under the Term Loan until maturity. At December 31, 1999, the weighted average
interest rate on amounts outstanding under the Term Loan was 8.11%.
F-12
<PAGE>
As a result of the unrecorded and undisclosed transactions discussed in
Note 2 above, it was determined that the Company had breached certain
non-financial and non-operating covenants contained in the Swing Line of Credit,
the Revolving Line of Credit and the Term Loan (collectively the "Credit
Agreements"). On March 2, 2000, the Company entered into a Continued Funding
Agreement and an Interim Agreement with the bank groups which suspended the
breach of these covenants and permitted the Company to access credit on an
unsecured basis under the Revolving Line of Credit from February 14, 2000 until
these agreements expired on April 14, 2000. The Swing Line of Credit was
terminated effective April 14, 2000. The Company incurred $531 in fees related
to the Continued Funding Agreement and the Interim Agreement, all of which will
be expensed in 2000.
From April 15, 2000 to May 23, 2000, the Company was in default of the
Credit Agreements and incurred interest at the default rate, which ranged from
11.0% to 11.5% during that period. On May 23, 2000, the Company closed a Second
Amended and Restated Credit Agreement (the "Secured Line of Credit") and an
Amended and Restated Term Loan Agreement (the "Secured Term Loan"), each
effective as of May 19, 2000 (the Secured Line of Credit and the Secured Term
Loan collectively referred to herein as the "Secured Credit Agreements").
Significant changes in the Secured Line of Credit as compared to the Revolving
Line of Credit include the following:
. Reduced maximum borrowings allowed from $200,000 to $175,000;
. Changed the maturity date from May 2002 to June 2001;
. Changed the facility from unsecured to secured;
. Increased the borrowing rate from LIBOR plus 1.15% to LIBOR plus 2.50%
once certain post-closing conditions are met, and LIBOR plus 2.25%
thereafter;
. Increased the facility fee payable quarterly from .15% to .35% of the
maximum loan amount;
. Increased the limit on the ratio of Consolidated Liabilities to Gross
Asset Value from 55% to 60%, and deleted the covenants limiting the
ratios of Unencumbered Assets to Total Unsecured Funded Debt and
Unsecured NOI to Unsecured Interest Expense, all as defined; and
. Further restricted the Company's ability to pay distributions to
shareholders.
The Secured Term Loan amended the Term Loan to, among other things,
increase the borrowing rate from LIBOR plus 1.40% to LIBOR plus 2.50% (adjusted
to LIBOR plus 2.25% once certain post-closing conditions are met), to change the
maturity date from February 2002 to June 2001 and to change the facility from
unsecured to secured.
The Secured Credit Agreements provide that the loans thereunder will be
secured by first priority security interests in the Borrowing Base Properties,
as defined in the Secured Credit Agreements. The Borrowing Base Properties
consist of 50 properties with a book value before accumulated depreciation of
approximately $443,200 at December 31, 1999. Generally, each Borrowing Base
Property must maintain occupancy and leasing percentages of 80% or higher and in
the aggregate 60% of the value of the Borrowing Base Properties (based upon a
10% capitalization rate on annualized Net Operating Income, as defined) must be
equal to or exceed the Commitments, as defined in the Secured Credit Agreements.
The Company has agreed in the Secured Credit Agreements not to purchase or
finance the purchase of its common or preferred equity securities (except, in
the case of its common stock, as may be required to fund employee benefit plans
in the ordinary course of business or to satisfy the requirements of stock
option plans) or debt securities, or to make any voluntary prepayment of such
debt securities other than with proceeds of the sale of shopping center
properties not included in the Borrowing Base Properties. In addition, the
Secured Credit Agreements restrict the amount of distributions to shareholders
to 100% of REIT taxable income, as defined in the Code, for the year ended
December 31, 2000 and to 95% of REIT taxable income for the year ended December
31, 2001. The Company paid the banks up-front fees of $1,800 in connection with
the Secured Credit Agreements. These fees will be recorded as deferred financing
costs in 2000 with the related amortization recorded as an adjustment to
interest incurred over the life of the Secured Credit Facilities.
F-13
<PAGE>
5. Mortgage Notes Payable
At December 31, 1999, the Company's Mortgage Notes Payable consisted of
nine amortizing notes payable secured by shopping center properties with
aggregate net book values of $115,933. At December 31, 1999, the Mortgage Notes
Payable had a weighted average interest rate of 7.19%, aggregate monthly
payments of principal and interest of $823 and mature beginning in July 2001 and
continuing through to April 2019.
6. Debt Maturities
On a pro forma basis, after adjusting for the changes in maturity dates
associated with the Secured Credit Agreements, as of December 31, 1999,
principal payments on the Company's Unsecured Notes Payable, Lines of Credit,
Term Loan, and Mortgage Notes Payable were due as follows:
Year ending December 31,
--------------------------------------------------------------------------
2000 $ 2,711
2001 260,177
2002 2,623
2003 83,234
2004 77,654
Thereafter 144,483
-----------
$ 570,882
===========
7. Fair Value of Financial Instruments
The Company maintains an interest rate swap agreement and two interest
rate cap agreements to hedge against increasing rates on its floating rate debt.
Under the terms of the 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 based on a notional amount of $50,000. The interest rate swap agreement
matures on January 1, 2001. Under the terms of one of the interest rate cap
agreements, the Company will receive a monthly amount equal to the positive
difference between the one-month LIBOR and 6.50% based on a notional amount of
$50,000. This interest rate cap agreement matured on May 22, 2000. Under the
terms of its other interest rate cap agreement, the Company will receive a
monthly amount equal to the positive difference between the one-month LIBOR and
6.50% based on a notional amount of $100,000. This interest rate cap agreement
matures on August 21, 2000. Under the terms of both the interest rate cap
agreements, if the one-month LIBOR does not exceed 6.50% on the payment date
each month, the Company receives no payment.
Based upon amounts that the Company would have paid to terminate the swap
and cap transactions on December 31, 1999, the fair value of the swap and cap
transactions were estimated to be a liability of $114.
Based upon borrowing rates management believes are available to the
Company for loans with similar terms and average maturities, the fair value of
the Company's Unsecured Notes Payable, Lines of Credit, Term Loan and Mortgage
Notes Payable was estimated to be $559,233 at December 31, 1999.
8. Preferred Stock
On September 17, 1998, the Company issued 2,000,000 shares of its 9 3/8%
Series A Cumulative Redeemable Preferred Stock (the "Series A Preferred Stock"),
par value $0.01 per share, with a liquidation preference of $25.00 per share.
The Series A Preferred Stock has no stated maturity but is redeemable at the
Company's option on or after September 15, 2003 for $25.00 per share plus
accumulated, accrued and unpaid dividends. Dividends on the Series A Preferred
Stock are cumulative
F-14
<PAGE>
from the date of original issue and are payable quarterly on or about the last
day of March, June, September and December of each year, when and as declared.
Holders of the Series A Preferred Stock have no voting rights except with
respect to certain extraordinary events affecting the rights of the holders of
the Series A Preferred Stock. The Series A Preferred Stock is not convertible or
exchangeable for any other securities or property of the Company.
9. Investments in and Advances to Unconsolidated Entities
The Company owns 1% of the outstanding voting common stock and 100% of
the outstanding non-voting common stock of JDN Development Company, Inc. ("JDN
Development"). As of May 2000 W. Fred Williams the President of JDN Development,
owns the remaining 99% of the outstanding voting common stock of JDN
Development. Ninety-nine percent of the voting stock was previously owned by J.
Donald Nichols, former Chairman and Chief Executive Officer of the Company. The
Company also has an investment in several partnerships formed in 1999 for the
purpose of acquiring, developing, selling or exchanging real estate assets.
During the development stage of the project, the Company is the limited partner,
receiving 1% of any sales revenues and JDN Development is the general partner,
receiving 99% of the sales revenue. During the development stage, JDN
Development consolidate these partnerships. Once the project has reached
stabilization, the Company becomes the general partner, receiving 99% of
operating revenues and JDN Development becomes the limited partner, receiving 1%
of operating revenues. Once the project is stabilized, the Company begins to
consolidate these partnerships.
The Company accounts for its investment in JDN Development and the
partnerships using the equity method because management believes that it is able
to exercise significant influence over the operating and financial policies of
JDN Development and the partnerships. For a portion of 1997, the Company also
owned 50% economic interests in two joint ventures formed for the purpose of
developing shopping centers in Loganville, Georgia, and Asheville, North
Carolina (the "Joint Ventures"). During 1997, the Company purchased all the
interests of its third-party joint venture partners in the Joint Ventures.
As a result of the findings of the Special Committee described in Note 2
above, JDN Development also restated its financial statements for 1994 through
1998. Adjustments related to JDN Development's restated financial statements are
reflected as adjustments in the Company's equity in net income of JDN
Development, less intercompany gains or losses which have been eliminated.
F-15
<PAGE>
Combined summarized financial information on JDN Development, the
partnerships and the Joint Ventures is as follows:
<TABLE>
<CAPTION>
December 31,
1999 1998
-------------------------
(restated)
<S> <C> <C>
Assets
Operating properties $ 27,663 $ 34,996
Property under development 113,869 117,147
Land held for sale 24,727 18,123
-------------------------
Total real estate 166,259 170,266
Other assets 35,081 20,684
-------------------------
$201,340 $190,950
=========================
Liabilities
Mortgage notes payable $ 16,335 $ 26,058
Notes and advances payable to JDN Realty Corporation 122,120 143,291
Other liabilities 26,421 11,884
-------------------------
164,876 181,233
Third party investors' interest 32,146 111
Equity 4,318 9,606
-------------------------
$201,340 $190,950
=========================
</TABLE>
<TABLE>
<CAPTION>
Years Ended December 31,
1999 1998 1997
-----------------------------------------
(restated) (restated)
<S> <C> <C> <C>
Rental revenues $ 4,368 $ 4,297 $ 4,619
Operating expenses (2,322) (1,796) (3,410)
Tenant settlement expense - see Note 2 (7,490) - -
Impairment losses (2,988) - -
Provision for abandoned projects (5,616) (840) (822)
-----------------------------------------
Income from operations 14,048 1,661 387
Interest expense (5,121) (4,545) (3,796)
Net gain on real estate sales 10,594 7,957 7,586
Other income (expense), net (237) 817 (195)
-----------------------------------------
Income (loss) before income tax expense (8,812) 5,890 3,982
Income tax benefit (expense) 3,524 (2,392) (1,857)
-----------------------------------------
Net income (loss) $(5,288) $ 3,498 $ 2,125
=========================================
</TABLE>
The following is a reconciliation of combined net income of all the
unconsolidated entities as previously reported to the net income of these
entities reflecting the restatement of JDN Development:
Years ended December 31,
1998 1997
-------------------------
(restated) (restated)
Net income as previously reported $ 3,104 $ 3,773
General and administrative expense (785) (2,477)
Other expense (472) (290)
Gain on sales of land 1,914 756
Income tax benefit (expense) (263) 363
-------------------------
Net income, as restated $ 3,498 $ 2,125
=========================
10. Operating Leases
Shopping center properties are leased to tenants under operating leases
with expiration dates extending to the year 2056. As of December 31, 1999,
approximate future minimum rentals due under noncancellable operating leases,
excluding tenant reimbursements of operating expenses and additional rentals
based on tenants' sales volume, were as follows:
_____________________________________________________________________________
2000 $ 87,151
2001 82,474
2002 77,357
2003 72,231
2004 68,777
Thereafter 655,628
-----------
$ 1,043,618
===========
F-16
<PAGE>
As of December 31, 1999, Wal-Mart Stores, Inc., a national retailer, was an
anchor in 35 of the Company's shopping centers. Wal-Mart was a tenant of the
Company in 21 of the shopping centers and an unrelated party owned Wal-Mart's
portion of the center in the remaining 14 shopping centers. Rentals from this
significant tenant were approximately 15%, 16%, and 19% of total minimum and
percentage rents for the years ended December 31, 1999, 1998, and 1997,
respectively. As of December 31, 1999, Lowe's Companies, Inc., a national
retailer, was an anchor in 23 of the Company's shopping centers. Lowe's was a
tenant of the Company in 16 of the shopping centers and an unrelated party owned
Lowe's portion of the center in the remaining seven shopping centers. Rentals
from this significant tenant were 14%, 12%, and 10% of total minimum and
percentage rent for the years ended December 31, 1999, 1998, and 1997,
respectively. There were no other tenants which represented more than 10% of the
Company's total minimum and percentage rent in any year presented.
11. Extraordinary Items
In 1997, the Company terminated and satisfied in full a $75,000 secured
term loan which was scheduled to mature in 2001. The Company charged unamortized
deferred financing costs and prepayment penalties related to this loan of $5,539
to earnings as a component of extraordinary items. Also in 1997, the Company
terminated a $40,000 secured line of credit with a bank which was scheduled to
mature in June 1998. The Company charged unamortized deferred financing costs of
$401 related to this line of credit to earnings as a component of extraordinary
items.
12. Long-Term Incentive Plan
In 1999, the Company adopted the JDN Realty Corporation Long-Term
Incentive Plan (the "LTIP"). The primary purpose of the LTIP is to further the
long-term stability and financial success of the Company by establishing
performance-based compensation that provides meaningful economic incentives to
attract and retain key employees and encourage their outstanding performance,
thereby aligning the economic interests of such key employees with those of
shareholders. Under the LTIP the Board of Directors may award, among other
things, restricted stock of the Company and options to purchase shares of common
stock of the Company. Any restricted stock or stock options awarded under the
LTIP are to be issued under the Incentive Stock Plan (see Note 13 below) and
would vest upon satisfaction of criteria established by the Board of Directors.
During 1999, the Company granted 600,000 shares of restricted stock under
the LTIP. This non-cash issuance of stock totaling $12,038 is excluded from the
statement of cash flows in 1999. These shares of restricted stock vest ten years
after the date of grant; however, vesting may accelerate based on the Company's
meeting performance criteria established annually by the Board of Directors. As
a result of the resignation of the officers of the Company discussed in Note 2,
468,285 shares of this restricted stock were forfeited in 2000.
13. Incentive Stock Plan
The Company maintains the JDN Realty Corporation 1993 Incentive Stock Plan
(the "Incentive Stock Plan") which provides for the issuance of options to
purchase shares of the Company's common stock, restricted shares of common stock
and stock appreciation rights to individuals providing services to the Company,
its subsidiaries and affiliated entities at the discretion of the Compensation
Committee of the Board of Directors. Under the Incentive Stock Plan, the
exercise price of options granted will not be less than the fair market value of
the shares on the date of grant for incentive stock options and will not be less
than 50% of the fair market value of the shares on the date of grant for non-
qualified stock options. No options have been granted under the Incentive Stock
Plan with exercise prices below fair market value. The options generally expire
10 years from the date of grant. Generally all options, other than options
granted in 1995, vest one-third after six months and one-third after each of the
two successive twelve-month periods thereafter. Options granted in 1995 were
scheduled to vest nine years after the grant date; however, the vesting period
accelerated because certain performance measures were met.
F-17
<PAGE>
The following is a summary of option activity under the Incentive Stock
Plan:
<TABLE>
<CAPTION>
Weighted Average
Number of Shares Option Price Option Price
Underlying Options Per Share Per Share
-----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Options outstanding, January 1, 1997 1,369,220 $13.50 to $15.50 $14.327
Granted 1,413,750 $19.25 to $20.75 20.746
Exercised (49,500) $14.667 to $15.50 14.742
-------------------------------------------------------
Options outstanding, December 31, 1997 2,733,470 $13.50 to $20.75 17.639
Granted 10,000 $21.3125 21.313
Exercised (23,500) $13.50 to $20.75 14.782
Forfeited (5,000) $20.75 20.750
-------------------------------------------------------
Options outstanding, December 31, 1998 2,714,970 $13.50 to $21.3125 17.672
Granted - - -
Exercised (35,500) $13.50 to $20.75 14.623
Forfeited (10,000) $21.3125 21.313
-------------------------------------------------------
Options outstanding, December 31, 1999 2,669,470 $13.50 to $20.75 $17.699
========================================================
Options exercisable, December 31, 1999 2,201,220 $13.50 to $20.75 $17.052
========================================================
</TABLE>
As a result of the resignation of the officers of the Company discussed in
Note 2, a total of 1,548,549 options at a weighted average option price of
$17.27 were forfeited in 2000.
Effective February 27, 1998, the Company amended the Incentive Stock Plan
to, among other things, provide for issuances of restricted stock thereunder.
Concurrently, the Company adopted the JDN Realty Corporation Deferred Bonus Plan
pursuant to the Incentive Stock Plan (the "Deferred Bonus Plan") which
established a program to provide incentive compensation to certain key employees
in the form of a bonus that can be deferred at the election of the employee, the
value of which is tied to the equity value of the Company. An eligible employee
may elect to defer all or a specified (which must be at least 25%) portion of
the receipt of cash bonus payments awarded by the Company and to receive
restricted stock in lieu thereof under the Incentive Stock Plan.
On March 1, 1998, the Company issued 111,312 shares of restricted stock
under the Deferred Bonus Plan. The restricted stock issued in 1998 vested one-
fourth on March 1, 1999 and one-fourth on each successive March 1 thereafter. As
of December 31, 1999, 635,089 shares were available for the Company to award in
any combination of options, restricted stock or stock appreciation rights under
the Incentive Stock Plan. As a result of the resignation of the officers of the
Company discussed in Note 2, 41,700 shares of this restricted stock were
forfeited in 2000.
14. Directors Stock Plan
The Company maintains the JDN Realty Corporation 1993 Non-Employee Director
Stock Option Plan (the "Directors Plan") which provides for the issuance of
options to purchase shares of the Company's common stock or the granting of
shares of common stock to members of the Company's Board of Directors who are
not employees of the Company. The Directors Plan initially provided that 4,500
options be granted automatically to each non-employee director serving the
Company on January 1 of each year. The exercise price of each option equaled the
fair market value of the shares on the date of grant. The options expire 10
years from the date of grant and vest in the following manner: (1) one-third two
years after the date of grant, (2) one-third three years after the date of
grant, and (3) one-third four years after the date of grant. In November 1998,
the Company amended the Directors Plan as follows with respect to future grants:
(1) increased the number of options granted automatically, annually to
F-18
<PAGE>
15,000 options to each non-employee director serving the Company on January 1 of
each year; (2) changed the option vesting period to the following: (a) one-third
six months after the date of grant, (b) one-third 18 months after the date of
grant, and (c) one-third 30 months after the date of grant; and (3) provided for
the awarding of $10 in value of common stock to each non-employee director on
the first day of each calendar quarter beginning January 1, 1999.
The following is a summary of option activity under the Directors Plan:
<TABLE>
<CAPTION>
Weighted Average
Number of Shares Option Price Option Price
Underlying Options Per Share Per Share
------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Options outstanding, January 1, 1997 40,500 $13.333 to $14.917 $14.306
Granted 18,000 $18.417 18.417
-----------------------------------------------------------------
Options outstanding, December 31, 1997 58,500 $13.333 to $18.417 15.571
Granted 18,000 $21.584 21.584
Exercised (3,000) $13.333 13.333
-----------------------------------------------------------------
Options outstanding, December 31, 1998 73,500 $13.333 to $21.584 17.135
Granted 75,000 $21.563 21.563
Exercised (1,500) $18.417 18.417
Forfeited (22,500) $18.417 to $21.584 21.147
-----------------------------------------------------------------
Options outstanding, December 31, 1999 124,500 $13.333 to $21.584 $19.061
=================================================================
Options exercisable, December 31, 1999 57,500 $13.333 to $21.584 $17.154
=================================================================
</TABLE>
As of December 31, 1999, 316,493 shares were available for award under
the Directors Plan in any combination of options or shares of common stock.
15. Pro Forma Disclosures on Stock Based Compensation
Pro forma information regarding net income and earnings per share is
required by Statement 123 using an acceptable fair value method for all stock
based compensation granted by the Company subsequent to December 31, 1994. The
Company estimated the fair value for this stock based compensation at the date
of grant using the Black-Scholes option pricing model with the following
weighted-average assumptions for 1999, 1998 and 1997: risk-free interest rate of
4.57%, 5.71%, and 6.18%, respectively; dividend yield of 7.33%, 7.24% and 6.43%,
respectively; volatility factor of the expected market price of the Company's
common stock of 0.17, 0.16, and 0.16, respectively, and a weighted-average
expected life of the options of 5, 5 and 5 years, respectively.
For purposes of pro forma disclosures, the estimated fair value of
stock based compensation is amortized to expense over the applicable vesting
periods. On a pro forma basis, assuming that the Company utilized the fair value
method of accounting for stock based compensation, net income and net income per
share information was as follows:
F-19
<PAGE>
<TABLE>
<CAPTION>
Years Ended December 31,
1999 1998 1997
-------------------------------------
(restated) (restated)
<S> <C> <C> <C>
Net income $ 52,135 $ 39,400 $ 18,761
Net income attributable to common shareholders 47,447 38,059 18,761
Net income attributable to common shareholders per share:
Basic 1.43 1.24 0.81
Diluted 1.41 1.22 0.80
</TABLE>
16. Employee Stock Purchase Plan
The Company maintains the JDN Realty Corporation 1995 Employee Stock
Purchase Plan (the "ESPP") which is intended to qualify as an "Employee Stock
Purchase Plan" within the meaning of Section 423 of the Code. The ESPP
authorizes the sale of up to 150,000 shares of common stock to eligible
employees of the Company at a 15% discount from the market price. During 1999,
1998 and 1997, the Company issued 2,158, 1,755, and 1,248 shares, respectively,
under the ESPP.
17. Dividend Reinvestment and Stock Purchase Plan
The Company had established the JDN Realty Corporation Dividend
Reinvestment and Stock Purchase Plan (the "DRIP"). The DRIP allowed shareholders
to automatically reinvest cash dividends in and make optional cash purchases of
shares of the Company's common stock. As of December 31, 1999, 31,786 shares had
been issued under the DRIP and 718,214 were reserved for issuance. In 2000, the
DRIP was terminated.
18. Common Stock Repurchase Program
On November 9, 1999, the Company announced a program which provided for the
repurchase of up to 3.0 million of its outstanding common shares. Through
December 31, 1999, the Company had repurchased 448,700 shares at an average
price of approximately $15.56 per share for a total of $6,982. During 2000, the
Company repurchased a total of 423,500 shares for a total of $6,830 or at an
average price of approximately $16.13 per share for a total of $6,830. The
Company has discontinued this plan.
F-20
<PAGE>
19. Earnings Per Share
The following table sets forth the computation of basic and diluted
earnings per share:
<TABLE>
<CAPTION>
Years Ended December 31,
1999 1998 1997
-------------------------------------
(restated) (restated)
<S> <C> <C> <C>
Numerator:
Income before extraordinary items $ 53,051 $ 40,680 $ 25,489
Extraordinary items - - (5,940)
-------------------------------------
Net income 53,051 40,680 19,549
Dividends to preferred shareholders (4,688) (1,341) -
-------------------------------------
Net income attributable to common shareholders $ 48,363 $ 39,339 $ 19,549
=====================================
Denominator (in thousands):
Weighted-average shares outstanding 33,426 30,788 23,066
Unvested restricted stock outstanding (300) (87) -
-------------------------------------
Denominator for basic earnings per share 33,126 30,701 23,066
Dilutive effect of stock options and unvested
restricted stock 442 527 416
-------------------------------------
Denominator for diluted earnings per share 33,568 31,228 23,482
=====================================
Income per share--basic:
Income before extraordinary items
(net of preferred dividends) $ 1.46 $ 1.28 $ 1.11
Extraordinary items - - (0.26)
-------------------------------------
Net income attributable to common shareholders $ 1.46 $ 1.28 $ 0.85
=====================================
Income per share--diluted:
Income before extraordinary items
(net of preferred dividends) $ 1.44 $ 1.26 $ 1.08
Extraordinary items - - (0.25)
-------------------------------------
Net income attributable to common shareholders $ 1.44 $ 1.26 $ 0.83
=====================================
</TABLE>
The Company is the general partner in a limited partnership that issued
limited partnership units initially valued at $3,000 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 December 31, 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.
20. Commitments
As of December 31, 1999, the Company guaranteed all or portions of two
loans of JDN Development in the amount of $16,335. The loans are secured by
property owned by JDN Development and are due in 2000. In June 2000, JDN
Development repaid one of these loans in full and reduced the balance on the
remaining loan to $3,463. As of December 31, 1999, the Company had executed
construction contracts on 22 of its development sites and had approximately
$8,786 in costs remaining to be incurred under these contracts.
21. Contingencies
Since the Company's announcement of the undisclosed compensation
arrangements and unauthorized transactions described in Note 2, a number of
class action lawsuits have been filed against the Company in federal and state
court. One or more of these suits also names as defendants JDN Development and
certain current and former officers and directors of JDN Development and/or the
Company.
F-21
<PAGE>
The class actions filed in federal court allege violations of the federal
securities laws and allege that, by failing to report the undisclosed
compensation, unauthorized benefits and related party transactions to the public
in the Company's financial statements, public filings, and otherwise, the
defendants made or participated in making material misstatements or omissions
which caused the plaintiffs to purchase the Company's stock at an artificially
inflated price. The plaintiffs seek compensatory damages of an indeterminate
amount, interest, attorneys' fees, experts' fees and other costs and
disbursements. The federal class actions are pending in the United States
District Court for the Northern District of Georgia and are expected to be
consolidated.
A class action lawsuit has also been filed by the Company's shareholders
against the Company, JDN Development, and four former officers and directors of
these companies in the Superior Court of Fulton County, Georgia. The complaint
contains substantially the same factual allegations asserted in the federal
class actions, but purports to seek relief under state law. The complaint
contains claims of common law fraud, conversion and purported violations of
Georgia's Racketeer Influenced and Corrupt Organizations Act. In the state court
class action, the plaintiffs seek compensatory and punitive damages, attorneys'
fees and expenses, interest and equitable relief.
The Company believes that it has meritorious defenses to the claims brought
against it in the federal and state class action lawsuits, but there can be no
assurance that such defenses will be successful or that the lawsuits will not
have a material adverse effect on the Company's financial position, results of
operations and cash flows. In addition, the timing of the final resolution of
these proceedings is uncertain.
The Company may also be subject to regulatory proceedings initiated by the
SEC or other regulatory agencies. The SEC has contacted the Company and has
requested the voluntary production of certain documents and other information
regarding the compensation arrangements, unauthorized benefits and related party
transactions discussed in Note 2, and the Company is cooperating with the SEC in
responding to this request. Regulatory agencies and self-regulatory
organizations such as the SEC, the New York Stock Exchange, the Internal Revenue
Service and state tax authorities may seek to impose fines, penalties or other
remedies against the Company. The imposition of any such fines, penalties or
other remedies could have a material adverse impact on the Company.
In an unrelated lawsuit, on February 2, 2000, Dogwood Drive, L.L.C.
("Dogwood") filed suit against the Company and WHF, Inc. ("WHF"), a wholly-owned
subsidiary of JDN Development, which, until April 1999, owned a 72% interest in
Dogwood and served as the operating member of the entity. The suit was filed in
the Superior Court of Fulton County, Georgia. The complaint asserts, among other
things, breach of fiduciary duty against WHF and improper receipt of funds by
the Company. The Company believes that it and WHF have meritorious defenses to
the claims and intends to vigorously defend the suit.
On April 28, 2000, Lake Lucerne Estates Civic Club, Inc., a nonprofit
homeowners association located in Gwinnett County, Georgia, and a number of
individual plaintiffs, filed suit against JDN Development, Lowe's Companies,
Inc., and Haygood Contracting, Inc. The suit was filed in the Superior Court of
Fulton County, Georgia. The complaint asserts trespass, nuisance and negligence
against JDN Development in connection with the development of a shopping center
anchored by Lowe's. JDN Development believes that it has meritorious defenses
to the claims and intends to vigorously defend the suit.
The Company is from time to time a party to other legal proceedings which
arise in the ordinary course of its business. The Company is not currently
involved in any litigation in addition to the lawsuits described above the
outcome of which would, in management's judgment based on information currently
available, have a material adverse effect on the results of operations or
financial condition of the Company, nor is management aware of any such
litigation threatened against the Company.
F-22
<PAGE>
22. Related Party Transactions
The related party transactions listed below were discovered during the
investigation by the Special Committee of the Board of Directors discussed in
Note 2 and have not previously been disclosed.
GeoSurvey, Ltd. Co. ("GeoSurvey"), which is 50% owned by two former
executive officers of JDN Development and 50% owned by an unrelated third-party,
performs survey work for the Company. During the years ended December 31, 1999,
1998 and 1997, the Company paid for services provided by GeoSurvey in the
amounts of $18, $11, and $69, respectively.
Comm-Aviation, LLC ("Comm-Aviation"), which was 99% owned by J. Donald
Nichols, the Company's former Chief Executive Officer, provided charter flight
service to the Company. During the years ended December 31, 1999, 1998 and 1997,
the Company paid for services provided by Comm-Aviation in the amounts of $126,
$208 and $128, respectively.
Lightyear Holdings, Inc. (formerly Unidial Holdings, Inc.) ("Lightyear"),
which was 31% owned by Mr. Nichols through June 2, 2000, provides
telecommunication services to the Company. Craig Macnab, a member of the
Company's Board of Directors and the Company's current Chief Executive Officer,
was also a board member of Lightyear from August 1996 until April 2000. During
the years ended December 31, 1999, 1998, and 1997, the Company paid for services
provided by Lightyear in the amounts of $49, $41, and $48, respectively.
JDN Development paid additional amounts to these same companies most of
these years.
23. Subsequent Events
During 2000, the Company sold five of its shopping center properties
containing 722,953 square feet to three third-party purchasers for approximately
$44,490.
F-23
<PAGE>
24. Quarterly Financial Information (Unaudited)
The following is a summary of the unaudited quarterly financial information
for the years ended December 31, 1999 and 1998:
<TABLE>
<CAPTION>
Quarters
First Second Third Fourth
--------------------------------------------------------------------------------------------------------------------------
1999: (restated) (restated) (restated)
<S> <C> <C> <C> <C>
Revenues $ 25,690 $ 25,940 $ 26,656 $ 27,952
Net income 11,932 12,099 18,601 10,419
Net income attributable to common shareholders 10,760 10,927 17,429 9,247
Income per common share:
Basic 0.33 0.33 0.53 0.28
Diluted 0.32 0.32 0.52 0.28
1998: (restated) (restated) (restated) (restated)
Revenues $ 17,046 $ 19,209 $ 20,617 $ 24,439
Net income 8,778 10,007 10,527 11,368
Net income attributable to common shareholders 8,778 10,007 10,358 10,196
Income per common share:
Basic 0.30 0.32 0.34 0.32
Diluted 0.30 0.32 0.33 0.31
During the fourth quarter of 1999, the Company recorded the following
adjustments which decreased net income:
Tenant settlement expense $ (5,610)
Equity in net income of unconsolidated entities:
Tenant settlement expense (net of tax of $2,966) $(4,449)
Write-off of abandoned projects (net of tax of $2,224) (2,728)
Impairment loss on land held for sale (net of tax of $1,183) (2,405)
-------
(9,582)
--------
Total $(15,192)
========
</TABLE>
F-24
<PAGE>
Report of Independent Auditors
Shareholders and Board of Directors
JDN Realty Corporation
We have audited the accompanying consolidated balance sheets of JDN Realty
Corporation as of December 31, 1999 and 1998 and the related consolidated
statements of income, shareholders' equity, and cash flows for each of the three
years in the period ended December 31, 1999. Our audits also included the
financial statement schedules listed in the Index at Item 14(a). These financial
statements and schedules are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements and
schedules based on our audits.
We conducted our audits in accordance with auditing standards generally
accepted in the United States. Those standards require that we plan and perform
the audit to obtain reasonable assurance about whether the financial statements
are free of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements. An
audit also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.
In our opinion, the financial statements referred to above present fairly,
in all material respects, the consolidated financial position of JDN Realty
Corporation at December 31, 1999 and 1998 and the consolidated results of its
operations and cash flows for each of the three years in the period ended
December 31, 1999 in conformity with accounting principles generally accepted in
the United States. Also in our opinion, the related financial statement
schedules, when considered in relation to the basic financial statements taken
as a whole, present fairly in all material respects the information set forth
therein.
/s/ Ernst & Young LLP
Atlanta, Georgia
June 14, 2000
F-25
<PAGE>
SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS
JDN REALTY CORPORATION
(In Thousands)
<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------------------------------------
COL. A COL. B COL. C COL. D COL. E
----------------------------------------------------------------------------------------------------------------------------------
Addition
--------------------------------------
Balance at Beginning Charges to Costs Charged to Other Deductions - Balance at End of
Description of Period and Expenses Accounts - Describe Describe Period
----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Year ended December 31, 1999:
Deduct from asset accounts:
Allowance for Doubtful Accounts $667 $646 $599 (1) $714
==== ==== ==== ====
Year ended December 31, 1998:
Deduct from asset accounts:
Allowance for Doubtful Accounts $719 $386 $438 (1) $667
==== ==== ==== ====
Year ended December 31, 1997:
Deduct from asset accounts:
Allowance for Doubtful Accounts $410 $619 $310 (1) $719
==== ==== ==== ====
</TABLE>
(1) Write-off of uncollectible rents receivable.
F-26
<PAGE>
Schedule III - Real Estate and Accumulated Depreciation
JDN Realty Corporation
December 31, 1999
(In thousands)
<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------
COL. A COL. B COL. C COL. D
----------------------------------------------------------------------------------------------------
Cost Capitalized
Subsequent to
Initial Cost to Company Acquisition
-----------------------------------------
Buildings and
Description Encumbrance Land Improvements Improvements
----------------------------------------------------------------------------------------------------
Operating Property:
-------------------
<S> <C> <C> <C> <C>
Southland Plaza (Decatur, AL) $ - $ 1,013 $ 5,802 $ 213
East Side Plaza (Gadsden, AL) - 130 - 2,330
Pepperell Corners (Opelika, AL) - 2,062 11,676 125
Pepperell Corners, Phase II (Opelika, AL) - 744 1,628 (33)
Lowe's (Opelika, AL) - 2,600 7,027 -
Trotter's Ridge (Scottsboro, AL) - 581 3,068 -
University Hills (Denver, CO) 23,180 15,272 17,017 5,770
Brandon Lake Village (Brandon, FL) - 3,627 7,110 1,415
Publix (Brandon, FL) - 1,721 3,418 -
Golden Corral (Bradenton, FL) - 883 1,283 -
White Sands (Fort Walton, FL) - 452 - 1,155
Gulf Breeze Marketplace (Gulf Breeze, FL) - 830 - 2,815
Ocala West Shopping Center (Ocala, FL) - 839 4,920 224
Capital West (Tallahassee, FL) - 2,040 - 4,871
Lowe's (Alpharetta, GA) 13,625 5,366 6,800 586
Lowe's (Buford, GA) - 5,369 19,555 408
Riverplace (Canton, GA) - 2,857 4,478 1,883
River Pointe (Canton, GA) - 370 2,301 223
Felton's Crossing (Cartersville, GA) - 177 - 6,805
<CAPTION>
------------------------------------------------------------------------------------------------------------------------------------
COL. A COL. E COL. F COL. G COL. H
------------------------------------------------------------------------------------------------------------------------------------
Gross Amount at which Carried at close of Period
------------------------------------------------
Buildings and Accumulated Date of Date
Description Land Improvements Total Depreciation Construction Acquired
------------------------------------------------------------------------------------------------------------------------------------
Operating Property:
-------------------
<S> <C> <C> <C> <C> <C> <C>
Southland Plaza (Decatur, AL) $ 1,013 $ 6,015 $ 7,028 $ 570 1965 1996
East Side Plaza (Gadsden, AL) 130 2,330 2,460 1,186 1979 1980
Pepperell Corners (Opelika, AL) 2,062 11,801 13,863 2,163 1993 1994
Pepperell Corners, Phase II (Opelika, AL) 744 1,595 2,339 243 1995 1995
Lowe's (Opelika, AL) 2,600 7,027 9,627 92 1999 1999
Trotter's Ridge (Scottsboro, AL) 581 3,068 3,649 8 1999 1999
University Hills (Denver, CO) 15,272 22,787 38,059 3,000 1997 1998
Brandon Lake Village (Brandon, FL) 3,627 8,525 12,152 322 1997 1998
Publix (Brandon, FL) 1,721 3,418 5,139 98 1999 1999
Golden Corral (Bradenton, FL) 883 1,283 2,166 3 1999 1999
White Sands (Fort Walton, FL) 452 1,155 1,607 413 1986 1985
Gulf Breeze Marketplace (Gulf Breeze, FL) 830 2,815 3,645 9 1998 1998
Ocala West Shopping Center (Ocala, FL) 839 5,144 5,983 363 1984 1997
Capital West (Tallahassee, FL) 2,040 4,871 6,911 1,468 1990 1989
Lowe's (Alpharetta, GA) 4,466 7,386 11,852 264 1998 1998
Lowe's (Buford, GA) 5,369 19,963 25,332 730 1998 1998
Riverplace (Canton, GA) 2,857 6,361 9,218 1,386 1983 1983
River Pointe (Canton, GA) 361 2,524 2,885 258 1996 1996
Felton's Crossing (Cartersville, GA) 177 6,805 6,982 1,506 1984 1983
<CAPTION>
-------------------------------------------------------------------------------
COL. A COL. I
-------------------------------------------------------------------------------
Life on which depreciation in
latest income statements is
Description computed
-------------------------------------------------------------------------------
Operating Property:
-------------------
<S> <C>
Southland Plaza (Decatur, AL) Building 31.5 years (1)
Sign 20 years (2)
East Side Plaza (Gadsden, AL) Building 31.5 years (1)
Pepperell Corners (Opelika, AL) Building 31.5 years (1)
Pepperell Corners, Phase II (Opelika, AL) Building 31.5 years (1)
Lowe's (Opelika, AL) Building 31.5 years (1)
Trotter's Ridge (Scottsboro, AL) Building 31.5 years (1)
University Hills (Denver, CO) Building 31.5 years (1)
Sign 20 years (2)
Brandon Lake Village (Brandon, FL) Building 31.5 years (1)
Publix (Brandon, FL) Building 31.5 years (1)
Golden Corral (Bradenton, FL) Building 31.5 years (1)
White Sands (Fort Walton, FL) Building 31.5 years (1)
Sign 20 years (2)
Gulf Breeze Marketplace (Gulf Breeze, FL) Building 31.5 years (1)
Ocala West Shopping Center (Ocala, FL) Building 31.5 years (1)
Capital West (Tallahassee, FL) Building 31.5 years (1)
Sign 20 years (2)
Lowe's (Alpharetta, GA) Building 31.5 years (1)
Lowe's (Buford, GA) Building 31.5 years (1)
Riverplace (Canton, GA) Building 31.5 years (1)
River Pointe (Canton, GA) Building 31.5 years (1)
Felton's Crossing (Cartersville, GA) Building 31.5 years (1)
Sign 20 years (2)
</TABLE>
F-27
<PAGE>
Schedule III - Real Estate and Accumulated Depreciation
JDN Realty Corporation
December 31, 1999
(In thousands)
<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------------------------------
COL. A COL. B COL. C
-------------------------------------------------------------------------------------------------------------
Cost Capitalized
Subsequent to
Initial Cost to Company Acquisition
------------------------------------------
Buildings and
Encumbrances Land Improvements
-------------------------------------------------------------------------------------------------------------
Operating Property:
-------------------
Chamblee Plaza (Chamblee, GA) - 1,698 9,913 33
Bradley Park Crossing (Columbus, GA) - 2,015 7,622 -
Cordele Marketplace (Cordele, GA) - 603 8,164 314
Cumming Marketplace (Cumming, GA) - 6,963 15,250 8,758
Pinetree Village (Cumming, GA) - 648 1,707 -
Douglasville Marketplace (Douglasville, GA) - 2,511 - 29
Dodge County (Eastman, GA) - 172 - 2,318
Banks Station (Fayetteville, GA) - 1,522 9,603 268
Bruno's Plaza (Ft. Oglethorpe, GA) - 1,092 6,193 154
Ellis Crossing (Griffin, GA) - 302 - 2,487
North Main Street (Lafayette, GA) - 123 - 4,454
LaGrange Wal-Mart (LaGrange, GA) - 183 - 1,420
CVS (Lawrenceville, GA) - 925 1,138 60
Five Forks Village (Lawrenceville, GA) - 1,245 7,065 143
Lawrenceville Town Center (Lawrenceville, GA) - 3,563 17,037 457
Five Forks Crossing (Lilburn, GA) - 930 5,287 39
Pleasant Hill Lowe's (Lilburn, GA) 12,789 3,643 6,413 236
Midway Plaza (Loganville, GA) - 1,356 6,400 100
K-Mart (Macon, GA) - 998 5,515 -
Beacon Heights (Madison, GA) - 549 - 4,289
<CAPTION>
------------------------------------------------------------------------------------------------------------------------------------
COL. A COL. E COL. F COL. G COL. H
------------------------------------------------------------------------------------------------------------------------------------
Gross Amount at which Carried at close of Period
------------------------------------------------
Buildings and Accumulated Date of Date
Land Improvements Total Depreciation Construction Acquired
------------------------------------------------------------------------------------------------------------------------------------
Operating Property:
-------------------
<S> <C> <C> <C> <C> <C> <C>
Chamblee Plaza (Chamblee, GA) 1,698 9,946 11,644 500 1976 1998
Bradley Park Crossing (Columbus, GA) 2,015 7,622 9,637 118 1999 1999
Cordele Marketplace (Cordele, GA) 603 8,478 9,081 459 1997 1997
Cumming Marketplace (Cumming, GA) 8,257 24,008 32,265 1,095 1997 1997
Pinetree Village (Cumming, GA) 648 1,707 2,355 8 1999 1999
Douglasville Marketplace (Douglasville, GA) 2,440 29 2,469 - 1999 1999
Dodge County (Eastman, GA) 172 2,318 2,490 699 1990 1986
Banks Station (Fayetteville, GA) 1,522 9,871 11,393 1,842 1990 1994
Bruno's Plaza (Ft. Oglethorpe, GA) 1,092 6,347 7,439 1,068 1973 1994
Ellis Crossing (Griffin, GA) 302 2,487 2,789 1,069 1986 1985
North Main Street (Lafayette, GA) 123 4,454 4,577 1,004 1990 1988
LaGrange Wal-Mart (LaGrange, GA) 183 1,420 1,603 693 1984 1983
CVS (Lawrenceville, GA) 925 1,198 2,123 39 1998 1998
Five Forks Village (Lawrenceville, GA) 1,245 7,208 8,453 1,316 1990 1994
Lawrenceville Town Center (Lawrenceville, GA) 3,563 17,494 21,057 3,246 1989 1994
Five Forks Crossing (Lilburn, GA) 930 5,326 6,256 974 1990 1994
Pleasant Hill Lowe's (Lilburn, GA) 3,557 6,649 10,206 556 1997 1997
Midway Plaza (Loganville, GA) 1,356 6,500 7,856 818 1995 1997
K-Mart (Macon, GA) 869 5,515 6,384 190 1999 1999
Beacon Heights (Madison, GA) 549 4,289 4,838 1,400 1989 1987
<CAPTION>
-------------------------------------------------------------------------------
COL. A COL. I
-------------------------------------------------------------------------------
Life on which depreciation in
latest income statements is
computed
-------------------------------------------------------------------------------
Operating Property:
-------------------
<S> <C>
Chamblee Plaza (Chamblee, GA) Building 31.5 years (1)
Bradley Park Crossing (Columbus, GA) Building 31.5 years (1)
Cordele Marketplace (Cordele, GA) Building 31.5 years (1)
Cumming Marketplace (Cumming, GA) Building 31.5 years (1)
Sign 20 years (2)
Pinetree Village (Cumming, GA) Building 31.5 years (1)
Douglasville Marketplace (Douglasville, GA) Building 31.5 years (1)
Dodge County (Eastman, GA) Building 31.5 years (1)
Sign 20 years (2)
Banks Station (Fayetteville, GA) Building 31.5 years (1)
Bruno's Plaza (Ft. Oglethorpe, GA) Building 31.5 years (1)
Ellis Crossing (Griffin, GA) Building 31.5 years (1)
Sign 20 years (2)
North Main Street (Lafayette, GA) Building 31.5 years (1)
Sign 20 years (2)
LaGrange Wal-Mart (LaGrange, GA) Building 31.5 years (1)
CVS (Lawrenceville, GA) Building 31.5 years (1)
Five Forks Village (Lawrenceville, GA) Building 31.5 years (1)
Lawrenceville Town Center (Lawrenceville, GA) Building 31.5 years (1)
Five Forks Crossing (Lilburn, GA) Building 31.5 years (1)
Pleasant Hill Lowe's (Lilburn, GA) Building 31.5 years (1)
Midway Plaza (Loganville, GA) Building 31.5 years (1)
K-Mart (Macon, GA) Building 31.5 years (1)
Beacon Heights (Madison, GA) Building 31.5 years (1)
Sign 20 years (2)
</TABLE>
F-28
<PAGE>
Schedule III - Real Estate and Accumulated Depreciation
JDN Realty Corporation
December 31, 1999
(In thousands)
<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------------------------------
COL. A COL. B COL. C COL. D COL. E
------------------------------------------------------------------------------------------------------------------------------------
Cost Capitalized
Subsequent to Gross Amount at which Carried
Initial Cost to Company Acquisition at close of Period
------------------------------------------------------------------------------------------
Buildings and Buildings and
Encumbrances Land Improvements Improvements Land Improvements Total
------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
Operating Property:
-------------------
Garrison Ridge Xing
(Marietta, GA) 11,000 3,587 8,440 9 3,413 8,449 11,862
Applebee's
(McDonough, GA) - 341 674 - 341 674 1,015
Newnan Crossing
(Newnan, GA) - 3,750 17,745 239 3,612 17,984 21,596
Peachtree City
Marketplace - 772 1,242 - 772 1,242 2,014
(Peachtree City, GA)
Pike's Nursery
(Peachtree City, GA) - 1,008 1,004 - 1,008 1,004 2,012
Merchant Square
(Riverdale, GA) - 191 - 1,371 191 1,371 1,562
Freeway Junction
(Stockbridge, GA) - 979 5,550 233 979 5,783 6,762
Pike's Nurseries
(Stockbridge, GA) - 963 1,039 44 963 1,083 2,046
Lowe's (Stone
Mountain, GA) - 3,186 7,882 - 2,998 7,882 10,880
Noble Farm Plaza
(Suwanee, GA) - 1,540 3,389 744 1,540 4,133 5,673
Cofer Crossing
(Tucker, GA) - 5,046 1,167 4,183 5,046 5,350 10,396
Shannon Square (Union
City, GA) - 195 - 4,323 195 4,323 4,518
Warner Robins Place
(Warner Robins, GA) - 203 907 62 203 969 1,172
Pike's Nursery
(Woodstock, GA) - 1,323 1,102 - 1,323 1,102 2,425
Woodstock Place
(Woodstock, GA) - 1,692 - 7,660 1,692 7,660 9,352
Woodstock Project
(Woodstock, GA) 12,030 3,738 7,210 (103) 3,535 7,107 10,642
North Ridge Shopping
Center (Davenport, IA) - 741 2,324 - 741 2,324 3,065
Decatur Marketplace
(Decatur, Il) - 289 2,609 - 289 2,609 2,898
Suttons North Plaza
(Topeka, KS) - 270 1,660 1,719 270 3,379 3,649
North Park
Marketplace
(Lexington, KY) - 243 - - 243 - 243
<CAPTION>
------------------------------------------------------------------------------------------------------------------------------------
COL. F COL. G COL. H COL. I
------------------------------------------------------------------------------------------------------------------------------------
Life on which depreciation in
Accumulated Date of Date latest income statements is
Depreciation Construction Acquired computed
------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Operating Property:
-------------------
Garrison Ridge Xing M
(Marietta, GA) 544 1997 1997 Building 31.5 years (1)
Sign 20 years (2)
Applebee's
(McDonough, GA) 9 1999 1999 Building 31.5 years (1)
Newnan Crossing
(Newnan, GA) 2,093 1995 1995 Building 31.5 years (1)
Sign 20 years (2)
Peachtree City
Marketplace
(Peachtree City, GA) 3 1999 1999 Building 31.5 years (1)
Pike's Nursery
(Peachtree City, GA) 80 1997 1997 Building 31.5 years (1)
Merchant Square
(Riverdale, GA) 446 1989 1989 Building 31.5 years (1)
Freeway Junction
(Stockbridge, GA) 917 1988 1994 Building 31.5 years (1)
Pike's Nurseries
(Stockbridge, GA) 85 1997 1997 Building 31.5 years (1)
Lowe's (Stone
Mountain, GA) 146 1999 1999 Building 31.5 years (1)
Noble Farm Plaza
(Suwanee, GA) 184 1997 1997 Building 31.5 years (1)
Cofer Crossing
(Tucker, GA) 113 1998 1998 Building 31.5 years (1)
Shannon Square (Union
City, GA) 1,618 1986 1984 Building 31.5 years (1)
Sign 20 years (2)
Warner Robins Place
(Warner Robins, GA) 66 1997 1997 Building 31.5 years (1)
Pike's Nursery
(Woodstock, GA) 93 1997 1997 Building 31.5 years (1)
Woodstock Place
(Woodstock, GA) 1,346 1985 1982 Building 31.5 years (1)
Sign 20 years (2)
Woodstock Project
(Woodstock, GA) 468 1997 1997 Building 31.5 years (1)
North Ridge Shopping
Center (Davenport, IA) 13 1999 1999 Building 31.5 years (1)
Decatur Marketplace
(Decatur, Il) - 1999 1999 Building 31.5 years (1)
Suttons North Plaza
(Topeka, KS) 188 1976 1997 Building 31.5 years (1)
North Park
Marketplace
(Lexington, KY) - 1999 1999 Building 31.5 years (1)
</TABLE>
F-29
<PAGE>
Schedule III - Real Estate and Accumulated Depreciation
JDN Realty Corporation
December 31, 1999
(In thousands)
<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------------------------------
COL. A COL. B COL. C COL. D COL. E
------------------------------------------------------------------------------------------------------------------------------------
Cost Capitalized
Subsequent to Gross Amount at which Carried
Initial Cost to Company Acquisition at close of Period
------------------------------------------------------------------------------------------
Buildings and Buildings and Total
Description Encumbrances Land Improvements Improvements Land Improvements
------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
Operating Property:
-------------------
South Farm
Marketplace
(Lexington, KY) - 4,785 298 (268) 4,785 30 4,815
Carriage Gate 6,138 1,398 7,994 10 1,398 8,004 9,402
(Richmond, KY)
Junction S/C 6,866 1,361 7,858 87 1,361 7,945 9,306
(Jackson, MS)
Metro Station - 521 3,382 171 521 3,553 4,074
(Jackson, MS)
Crosscreek Shopping - 754 - 14 754 14 768
Center (Tupelo, MS)
River Hills S/C - 3,125 13,376 177 3,125 13,553 16,678
(Asheville, NC)
Cross Pointe Centre - 1,931 10,840 425 1,931 11,265 13,196
(Fayetteville, NC)
Lawndale Crossing - 3,483 - 58 3,483 58 3,541
(Greensboro, NC)
East Ridge Crossing 10,800 - - 4,356 - 4,356 4,356
(Hendersonville, NC)
Pineridge Crossing - 203 - 7,230 203 7,230 7,433
(Rockingham, NC)
Jeffries Crossing - 334 3,400 - 334 3,400 3,734
(Rocky Mount, NC)
Island Creek Crossing - 665 3,842 510 665 4,352 5,017
(Wallace, NC)
Myrtle Grove - 1,877 - 8,860 1,877 8,860 10,737
(Wilmington, NC)
Kester Mill Village - 814 2,122 - 799 2,122 2,921
(Winston-Salem, NC)
Tri-State Plaza - 1,563 6,210 210 1,363 6,420 7,783
(Burlington, OH)
Gallipolis - 1,405 10,587 117 1,405 10,704 12,109
Marketplace
(Gallipolis, OH)
Township Marketplace - 5,177 10,105 1,850 5,150 11,955 17,105
(Monaca, PA)
Ashley Crossing - 1,459 10,354 187 1,459 10,541 12,000
(Charleston, SC)
Chesterfield Commons - 127 - 2,167 127 2,167 2,294
(Cheraw, SC)
Kelley Corners (Lake - 415 5,310 122 415 5,432 5,847
City, SC)
<CAPTION>
------------------------------------------------------------------------------------------------------------------------------------
COL. F COL. G COL. H COL. I
------------------------------------------------------------------------------------------------------------------------------------
Life on which depreciation in
Accumulated Date of Date latest income statements is
Description Depreciation Construction Acquired computed
------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Operating Property:
-------------------
South Farm
Marketplace
(Lexington, KY) - 1998 1998 Building 31.5 years (1)
Carriage Gate
(Richmond, KY) 1,356 1992 1994 Building 31.5 years (1)
Sign 20 years (2)
Junction S/C
(Jackson, MS) 709 1996 1997 Building 31.5 years (1)
Metro Station
(Jackson, MS) 156 1997 1998 Building 31.5 years (1)
Crosscreek Shopping
Center (Tupelo, MS) - 1999 1999 Building 31.5 years (1)
River Hills S/C
(Asheville, NC) 1,220 1996 1997 Building 31.5 years (1)
Sign 20 years (2)
Cross Pointe Centre
(Fayetteville, NC) 650 1985 1998 Building 31.5 years (1)
Lawndale Crossing
(Greensboro, NC) 1 1999 1999 Building 31.5 years (1)
East Ridge Crossing
(Hendersonville, NC) 1,470 1988 1988 Building 31.5 years (1)
Sign 20 years (2)
Pineridge Crossing
(Rockingham, NC) 2,275 1988 1986 Building 31.5 years (1)
Jeffries Crossing
(Rocky Mount, NC) 16 1999 1999 Building 31.5 years (1)
Island Creek Crossing
(Wallace, NC) 731 1989 1994 Building 31.5 years (1)
Myrtle Grove
(Wilmington, NC) 2,409 1991 1988 Building 31.5 years (1)
Sign 20 years (2)
Kester Mill Village
(Winston-Salem, NC) 53 1999 1999 Building 31.5 years (1)
Tri-State Plaza
(Burlington, OH) 978 1995 1995 Building 31.5 years (1)
Sign 20 years (2)
Gallipolis
Marketplace
(Gallipolis, OH) 512 1998 1998 Building 31.5 years (1)
Township Marketplace
(Monaca, PA) 801 1997 1997 Building 31.5 years (1)
Ashley Crossing
(Charleston, SC) 1,934 1991 1994 Building 31.5 years (1)
Sign 20 years (2)
Chesterfield Commons
(Cheraw, SC) 693 1990 1986 Building 31.5 years (1)
Sign 20 years (2)
Kelley Corners (Lake
City, SC) 1,011 1991 1994 Building 31.5 years (1)
Sign 20 years (2)
</TABLE>
F-30
<PAGE>
Schedule III - Real Estate and Accumulated Depreciation
JDN Realty Corporation
December 31, 1999
(In thousands)
<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------------------------------
COL. A COL. B COL. C COL. D COL. E
------------------------------------------------------------------------------------------------------------------------------------
Cost Capitalized Gross Amount at which
Subsequent to Carried at close of
Initial Cost to Company Acquisition Period Land
------------------------------------------------------------------------------------------------------------------------------------
Buildings and
Description Encumbrances Land Improvements Improvements Land
------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Operating Property:
------------------
Merchants Walk - 130 - 799 130
(Sumter, SC)
Millcreek Commons - 531 3,092 22 531
(Antioch, TN)
Overlook at Hamilton - 1,595 12,725 209 1,595
Place (Chattanooga, TN)
Columbia Square - 673 3,859 19 673
(Columbia, TN)
Farragut Pointe - 731 4,165 27 731
(Farragut, TN)
Alexander Plaza - 24 - 487 24
(Franklin, TN)
Battlewood Shopping - 662 3,822 86 662
Center (Franklin, TN)
Northcreek Commons - 743 4,311 235 743
(Goodlettsville, TN)
Lowe's - 4,074 7,649 - 4,074
(Hendersonville, TN)
Country Bridge - 750 4,294 193 750
(Memphis, TN)
Memorial Village - 991 5,636 258 991
(Murfreesboro, TN)
Plaza South S/C - 523 3,088 159 523
(Murfreesboro, TN)
Towne Center - 3,016 6,822 3,631 3,016
(Murfreesboro, TN)
The Marketplace - 4,710 10,495 12,545 4,710
(Nashville, TN)
MacArthur Marketplace - 6,440 11,918 - 6,440
(Irving, TX)
Nacogdoches - 613 3,521 - 613
Marketplace
(Nacogdoches, TX)
Bermuda Square S/C - 1,302 7,534 496 1,302
(Chester, VA)
Candlers Station - 2,495 15,601 75 2,495
(Lynchburg, VA)
Genito Crossing - 823 4,812 15 823
(Midlothian, VA)
Lexington Commons - 882 4,548 894 882
(Lexington, VA)
Tri-Rivers S/C (South - 502 4,414 186 502
Boston, VA)
<CAPTION>
------------------------------------------------------ ------------------------- ------------------
COL. E COL. F COL. G
------------------------------------------------------ ------------------------- -------------------
Gross Amount at which
Carried at close of
Period
------------------------------------------------------
Buildings and Total Accumulated Date of
Improvements Depreciation Construction
------------------------------------------------------ ------------------------- -------------------
<S> <C> <C> <C> <C>
Operating Property:
------------------
Merchants Walk 799 929 342 1987
(Sumter, SC)
Millcreek Commons 3,114 3,645 173 1990
(Antioch, TN)
Overlook at Hamilton 12,934 14,529 2,339 1992
Place (Chattanooga,
TN)
Columbia Square 3,878 4,551 657 1993
(Columbia, TN)
Farragut Pointe 4,192 4,923 771 1991
(Farragut, TN)
Alexander Plaza 487 511 101 1983
(Franklin, TN)
Battlewood Shopping 3,908 4,570 212 1990
Center (Franklin, TN)
Northcreek Commons 4,546 5,289 573 1987
(Goodlettsville, TN)
Lowe's 7,649 11,723 218 1999
(Hendersonville, TN)
Country Bridge 4,487 5,237 798 1993
(Memphis, TN)
Memorial Village 5,894 6,885 983 1972
(Murfreesboro, TN)
Plaza South S/C 3,247 3,770 247 1990
(Murfreesboro, TN)
Towne Center 10,453 13,469 353 1998
(Murfreesboro, TN)
The Marketplace 23,040 27,750 437 1998
(Nashville, TN)
MacArthur Marketplace 11,918 18,358 97 1999
(Irving, TX)
Nacogdoches 3,521 4,134 56 1999
Marketplace
(Nacogdoches, TX)
Bermuda Square S/C 8,030 9,332 560 1977
(Chester, VA)
Candlers Station 15,676 18,171 754 1990
(Lynchburg, VA)
Genito Crossing 4,827 5,650 347 1985
(Midlothian, VA)
Lexington Commons 5,442 6,324 1,237 1989
(Lexington, VA)
Tri-Rivers S/C (South 4,600 5,102 378 1998
Boston, VA)
<CAPTION>
----------------------- --------------------------
COL. H COL. I
----------------------- --------------------------
Life on depreciation in
Date latest income statements
Acquired is computed
----------------------- --------------------------
<S> <C> <C>
Operating Property:
------------------
Merchants Walk
(Sumter, SC) 1986 Building 31.5 years(1)
Sign 20 years (2)
Millcreek Commons
(Antioch, TN) 1998 Building 31.5 years(1)
Overlook at Hamilton
Place (Chattanooga, TN) 1994 Building 31.5 years(1)
Columbia Square
(Columbia, TN) 1994 Building 31.5 years(1)
Farragut Pointe
(Farragut, TN) 1994 Building 31.5 years(1)
Alexander Plaza
(Franklin, TN) 1983 Building 31.5 years(1)
Battlewood Shopping
Center (Franklin, TN) 1998 Building 31.5 years(1)
Northcreek Commons
(Goodlettsville, TN) 1995 Building 31.5 years(1)
Sign 20 years(2)
Lowe's
(Hendersonville, TN) 1999 Building 31.5 years(1)
Country Bridge
(Memphis, TN) 1994 Building 31.5 years(1)
Sign 20 years(2)
Memorial Village
(Murfreesboro, TN) 1994 Building 31.5 years(1)
Plaza South S/C
(Murfreesboro, TN) 1997 Building 31.5 years(1)
Towne Center
(Murfreesboro, TN) 1998 Building 31.5 years(1)
The Marketplace
(Nashville, TN) 1998 Building 31.5 years(1)
MacArthur Marketplace
(Irving, TX) 1999 Building 31.5 years(1)
Nacogdoches Marketplace
(Nacogdoches, TX) 1999 Building 31.5 years(1)
Bermuda Square S/C
(Chester, VA) 1997 Building 31.5 years(1)
Candlers Station
(Lynchburg, VA) 1998 Building 31.5 years(1)
Genito Crossing
(Midlothian, VA) 1997 Building 31.5 years(1)
Lexington Commons
(Lexington, VA) 1988 Building 31.5 years(1)
Sign 20 years(2)
Tri-Rivers S/C (South
Boston, VA) 1997 Building 31.5 years(1)
</TABLE>
F-31
<PAGE>
Schedule III - Real Estate and Accumulated Depreciation
JDN Realty Corporation
December 31, 1999
(In thousands)
<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------------------------------------
COL. A COL. B COL. C COL. D
-------------------------------------------------------------------------------------------------------------------
Cost Capitalized
Subsequent to
Initial Cost to Company Acquisition
----------------------------------------------------
Buildings and
Description Encumbrances Land Improvements Improvements
-------------------------------------------------------------------------------------------------------------------
Operating Property:
-------------------
<S> <C> <C> <C> <C>
Shoppers World (Brookfield, WI) - 1,989 12,025 16
Brown Deer Center (Brown Deer, WI) - 1,790 10,230 82
Market Place of Brown Deer (Brown Deer, WI) 4,819 1,641 9,437 3
Point Loomis (Milwaukee, WI) - 912 5,331 80
West Allis Center (Milwaukee WI) - 2,479 14,885 127
Atlanta Headquarters - 495 - 6,118
JDN Realty Corporation (Atlanta, GA) - 362 - 17
----------------------------------------------------
Total Operating Property 101,247 181,306 537,226 127,895
<CAPTION>
-----------------------------------------------------------------------------------------------------------------------------------
COL. E COL. F COL. G
-----------------------------------------------------------------------------------------------------------------------------------
Gross Amount at which Carried at close of Period
---------------------------------------------------
Buildings and Accumulated Date of
Description Lands Improvements Total Depreciation Construction
-----------------------------------------------------------------------------------------------------------------------------------
Operating Property:
-------------------
<S> <C> <C> <C> <C> <C>
Shoppers World (Brookfield, WI) 1,989 12,041 14,030 696 1967
Brown Deer Center (Brown Deer, WI) 1,790 10,312 12,102 596 1967
Market Place of Brown Deer (Brown D4,819WI) 1,641 9,440 11,081 549 1989
Point Loomis (Milwaukee, WI) 912 5,411 6,323 312 1962
West Allis Center (Milwaukee WI) 2,479 15,012 17,491 864 1968
Atlanta Headquarters 495 6,118 6,613 338 1955
JDN Realty Corporation (Atlanta, GA) 362 17 379 - 1999
------------------------------------------------------------------------
Total Operating Property 180,460 665,121 845,581 71,551
<CAPTION>
--------------------------------------------------------------------------------------------------------------
COL. H COL. I
--------------------------------------------------------------------------------------------------------------
Life on which depreciation in
Date latest income statements is
Description Acquired computed
--------------------------------------------------------------------------------------------------------------
Operating Property:
-------------------
<S> <C> <C>
Shoppers World (Brookfield, WI) 1998 Building 31.5 years (1)
Brown Deer Center (Brown Deer, WI) 1998 Building 31.5 years (1)
Market Place of Brown Deer (Brown D4,819WI) 1998 Building 31.5 years (1)
Point Loomis (Milwaukee, WI) 1998 Building 31.5 years (1)
West Allis Center (Milwaukee WI) 1998 Building 31.5 years (1)
Atlanta Headquarters 1997 Building 31.5 years (1)
JDN Realty Corporation (Atlanta, GA) 1998 Building 31.5 years (1)
--------------------------------------------------------------
Total Operating Property
<CAPTION>
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Land under Ground Lease
-----------------------------------------------------------------------------
Charleston, South Carolina - 362 - - 362 - 362 -
-----------------------------------------------------------------------------
Total Land under Ground Lease - 362 - - 362 - 362 -
-----------------------------------------------------------------------------
Undeveloped Land:
---------------- -----------------------------------------------------------------------------
Gadsden, Alabama - 55 - - 55 - 55 -
Brandon, Florida 6,125 - - 6,125 - 6,125 -
Buford, Georgia 1,347 - - 1,347 - 1,347 -
Cartersville, Georgia 86 - - 86 - 86 -
Eastman, Georgia - 60 - - 60 - 60 -
Fayetteville, Georgia - 150 - - 150 - 150 -
Lafayette, Georgia - 84 - - 84 - 84 -
Macon, Georgia - 287 - - 287 - 287 -
Madison, Georgia - 22 - - 22 - 22 -
McDonough, Georgia - 770 - - 770 - 770 -
Warner Robins, Georgia - 235 - - 235 - 235 -
Lexington, Kentucky - 1,071 - - 1,071 - 1,071 -
Rockingham, North Carolina - 300 - - 300 - 300 -
Wallace, North Carolina - 251 - - 251 - 251 -
Wilmington, North Carolina - 641 - - 640 - 640 -
Charleston, South Carolina - 179 - - 179 - 179 -
Murfreesboro, Tennessee - 357 - - 357 - 357 -
Lexington, Virginia - 164 - - 74 - 74 -
Lynchburg, Virginia - 250 - - 250 - 250 -
-----------------------------------------------------------------------------
- 12,434 - - 12,343 - 12,343 -
-----------------------------------------------------------------------------
-----------------------------------------------------------------------------
Subtotal 101,247 194,103 537,226 127,895 193,166 665,121 858,287 71,551
-----------------------------------------------------------------------------
</TABLE>
F-32
<PAGE>
Schedule III - Real Estate and Accumulated Depreciation
JDN Realty Corporation
December 31, 1999
(In thousands)
<TABLE>
<CAPTION>
--------------------------------------------------------------------------------------------------------------------------------
COL. A COL. B COL. C COL. D COL. E
--------------------------------------------------------------------------------------------------------------------------------
Cost Capitalized
Subsequent to Gross Amount at which Carried at
Initial Cost to Company Acquisition close of Period
------------------------------------------------------------------------------
Buildings and Buildings and
Description Encumbrances Land Improvements Improvements Land Improvements Total
--------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
Property under Development
--------------------------
---------------------------------------------------------------------------------------------------
Early Acquisition Cost - - 9 - - 9 9
Nacogdoches, TX - 753 (201) - 753 (201) 552
Asheville/Patton, NC - - - - - - -
Redevelop -- Topeka, KS - - - - - - -
Irving, TX - - 5,235 - - 5,235 5,235
Scottsboro, AL - 581 (581) - 581 (581) -
Murfreesboro, TN - 924 (924) - 924 (924) -
Greensboro North, NC - - 6,507 - - 6,507 6,507
Buford, GA - 1,162 (1,162) - 1,162 (1,162) -
Macon, GA - 1,100 (1,100) - 1,100 (1,100) -
Brandon Publix, FL - 2,603 (2,603) - 2,603 (2,603) -
Nashville Charlotte, TN - 3,261 (1,273) - 3,261 (1,273) 1,988
Redev- Milwaukee, WI - - - - - - -
Columbus, GA - 2,015 (2,015) - 2,015 (2,015) -
Beaver Valley II, PA - 2,678 4,397 - 2,678 4,397 7,075
Stone Mountain, GA - 5,951 (52) - 5,951 (52) 5,899
Milwaukee S. Gate, WI - - - - - - -
Goodlettsville, TN - - - - - - -
Hendersonville, TN - 3,355 (3,355) - 3,355 (3,355) -
Greensboro Ph II, NC - 1,302 663 - 1,302 663 1,965
Tucker, GA - 1,754 (1,754) - 1,754 (1,754) -
Lexington S. Farm, KY - - 2,112 - - 2,112 2,112
Battlewood, SC - - - - - - -
Opelika, AL - 2,600 (2,600) - 2,600 (2,600) -
University Hills, CO - - - - - - -
Eastman, GA - - 416 - - 416 416
Lafayette, GA - - - - - - -
Tupelo, MS - - 3,775 - - 3,775 3,775
Winston Salem, NC - 814 (814) - 814 (814) -
Grandville, MI - - 12,320 - - 12,320 12,320
Warner Robbins, NC - - 976 - - 976 976
Rocky Mount, NC - - 1,566 - - 1,566 1,566
Lumberton, NC - - 480 - - 480 480
Franklin, TN - - 4,850 - - 4,850 4,850
Overland Park - - 19,875 - - 19,875 19,875
Oxford, MS - - 1,824 - - 1,824 1,824
Athens, GA - - 2,610 - - 2,610 2,610
Hick.Holl. Exch - - 384 - - 384 384
F'ville, GA - - 6,399 - - 6,399 6,399
Peachtree City, GA - - 3,041 - - 3,041 3,041
Davenport, IA - - 4,758 - - 4,758 4,758
Cummings, GA - - 2,834 - - 2,834 2,834
Cummings (Pike), GA - - 2,143 - - 2,143 2,143
Douglasville, GA - - 4,445 - - 4,445 4,445
Redev-Ft. Oglethorpe, GA - - - - - - -
Realty Prop. Dev. - - 167 - - 167 167
Redev-Chamblee, GA - - 310 - - 310 310
Redev-Cartersville, GA - - 93 - - 93 93
---------------------------------------------------------------------------------------------------
Total Property under
Development - 30,853 73,755 - 30,853 73,755 104,609
---------------------------------------------------------------------------------------------------
---------------------------------------------------------------------------------------------------
Total $101,247 $224,956 $610,981 $127,895 $224,019 $738,877 $962,896
---------------------------------------------------------------------------------------------------
<CAPTION>
--------------------------------------------------------------------------------------------------------------------------------
COL. A COL. F COL. G COL. H COL. I
--------------------------------------------------------------------------------------------------------------------------------
Accumulated Date of Date Life on which depreciation in latest income
Description Depreciation Construction Acquired statements is computed
--------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Property under Development
--------------------------
---------------
Early Acquisition Cost -
Nacogdoches, TX -
Asheville/Patton, NC -
Redevelop -- Topeka, KS -
Irving, TX -
Scottsboro, AL -
Murfreesboro, TN -
Greensboro North, NC -
Buford, GA -
Macon, GA -
Brandon Publix, FL -
Nashville Charlotte, TN -
Redev- Milwaukee, WI -
Columbus, GA -
Beaver Valley II, PA -
Stone Mountain, GA -
Milwaukee S. Gate, WI -
Goodlettsville, TN -
Hendersonville, TN -
Greensboro Ph II, NC -
Tucker, GA -
Lexington S. Farm, KY -
Battlewood, SC -
Opelika, AL -
University Hills, CO -
Eastman, GA -
Lafayette, GA -
Tupelo, MS -
Winston Salem, NC -
Grandville, MI -
Warner Robbins, NC -
Rocky Mount, NC -
Lumberton, NC -
Franklin, TN -
Overland Park -
Oxford, MS -
Athens, GA -
Hick.Holl. Exch -
F'ville, GA -
Peachtree City, GA -
Davenport, IA -
Cummings, GA -
Cummings (Pike), GA -
Douglasville, GA -
Redev-Ft. Oglethorpe, GA -
Realty Prop. Dev. -
Redev-Chamblee, GA -
Redev-Cartersville, GA -
-------------
Total Property under
Development -
-------------
-------------
Total $71,551
-------------
</TABLE>
F-33
<PAGE>
Schedule III - Real Estate and Accumulated Depreciation
JDN Realty Corporation
December 31, 1999
(In thousands)
(1) Estimated useful life of building.
(2) Estimated useful life of sign.
Years Ended December 31,
1999 1998 1997
-----------------------------------
Investment in Real Estate
Balance at beginning of year $ 844,041 $533,133 $331,927
Additions/Improvements 294,635 330,273 203,086
Deductions (175,780) (19,365) (1,880)
-----------------------------------
Balance at end of year $ 962,896 $844,041 $533,133
===================================
Accumulated Depreciation
Balance of beginning of year $ 56,093 $ 38,306 $ 27,973
Additions charged to costs and expenses 21,932 19,010 9,932
Other Additions - - 401
Deductions (6,474) (1,223) -
-----------------------------------
Balance at end of year $ 71,551 $ 56,093 $ 38,306
===================================
F-34
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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.
JDN REALTY CORPORATION
Dated: June 15, 2000 By: /s/ Craig Macnab
------------- --------------------------
Craig Macnab
Chief Executive Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ Craig Macnab Chief Executive Officer June 15, 2000
------------------------------- and Director -------------
Craig Macnab
/s/ Elizabeth L. Nichols President and Director June 15, 2000
------------------------------- -------------
Elizabeth L. Nichols
/s/ John D. Harris, Jr. Interim Chief Financial Officer June 15, 2000
------------------------------- Vice President and Controller -------------
John D. Harris, Jr.
/s/ Haywood D. Cochrane, Jr. Director June 15, 2000
------------------------------- -------------
Haywood D. Cochrane, Jr.
/s/ William B. Greene Director June 15, 2000
------------------------------- -------------
William B. Greene
/s/ William G. Byrnes Director June 15, 2000
------------------------------- -------------
William G. Byrnes
/s/ Philip G. Satre Director June 15, 2000
------------------------------- -------------
Philip G. Satre
</TABLE>
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
(3) Exhibits
Exhibit Number Description
-------------- -----------
<S> <C>
3.1 Articles of Restatement of JDN Realty Corporation (1)
3.2 Articles of Merger of JDN Enterprises, Inc. with and into the Company (2)
3.3 Amended and Restated Bylaws of the Company
4.1 Specimen Common Stock Certificate (3)
4.2 Form of the Company's 9 3/8% Series A Cumulative Redeemable Preferred Stock Certificate (14)
4.3 Form of 6.918% Mandatory Par Put Remarketed Securities(SM) ("MOPPRS(SM)") due March 31, 2013 (15)
4.4 Form of 6.80% Global Note due August 1, 2004 (8)
4.5 Form of 6.95% Global Note due August 1, 2007 (8)
10.1 JDN Realty Corporation 1993 Incentive Stock Plan, as amended
10.2 JDN Realty Corporation 1993 Non-Employee Director Stock Option Plan, as amended
10.3 JDN Realty Corporation Long-Term Incentive Plan
10.4 Indemnification Agreement by and between J. Donald Nichols and JDN Realty Corporation, dated
February 23, 1994 (2)
10.5 Indemnification Agreement by and between Elizabeth L. Nichols and JDN Realty Corporation, dated
February 23, 1994 (2)
10.6 Indemnification Agreement by and between William J. Kerley and JDN Realty Corporation, dated
February 23, 1994 (2)
10.7 $200,000,000 Amended and Restated Credit Agreement dated as of September 3, 1998, among JDN
Realty Corporation and Wachovia bank, N.A., as Agent (4)
10.8 First Amendment dated as of June 11, 1999 to the 200,000,000 Amended and Restated Credit Agreement
dated as of September 2, 1998 among JDN Realty Corporation, the Banks listed therein and
Wachovia Bank, N.A., as Agent (5)
10.9 Agreement for Continued Funding dated March 2, 2000, but effective as of February 14, 2000,
by and among JDN Realty Corporation, JDN Development Company, Inc., the Banks parties thereto
and Wachovia Bank, N.A., as Agent (13)
10.10 $175,000,000 Second Amended and Restated Credit Agreement dated as of May 19, 2000, among JDN
Realty Corporation, the Banks listed therein and Wachovia Bank, N.A., as Agent (16)
10.11 $100,000,000 Term Loan Credit Agreement dated as of February 17, 1999 among JDN Realty Corporation,
Wachovia Bank, N.A., as Agent and PNC, National Association, as Documentation Agent (6)
10.12 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 therein, Wachovia Bank, N.A.,
as Agent and PNC Bank, National association as the Documentation Agent (7)
10.13 Interim Agreement dated as of March 2, 2000, but effective as of February 14, 2000, by and
among JDN Realty Corporation, JDN Development Company, Inc., the Banks parties thereto and Wachovia
Bank, N.A., as Agent
10.14 $100,000,000 Amended and Restated Term Loan Credit Agreement dated as of May 19, 2000, among JDN
Realty Corporation, the Banks listed therein,
</TABLE>
<PAGE>
<TABLE>
<S> <C>
Wachovia Bank, N.A., as Agent and PNC Bank, National Association, as Documentation Agent (16)
10.15 Indenture, dated as of July 15, 1997, by JDN Realty Corporation to First Union National Bank
as Trustee (8)
10.16 First Supplemental Indenture, dated as of July 31, 1997, by JDN Realty Corporation to First
Union National Bank, as Trustee (8)
10.17 Second Supplemental Indenture, dated as of February 5, 1998, by JDN Realty Corporation to First
Union National Bank, as Trustee (9)
10.18 First Amendment to Second Supplemental Indenture, dated as of March 31, 1998, by JDN Realty
Corporation to First Union National Bank, as Trustee (15)
10.19 JDN Realty Corporation Dividend Reinvestment and Stock Purchase Plan (10)
10.20 JDN Realty Corporation 1995 Employee Stock Purchase Plan
10.21 Employment agreement by and between J. Donald Nichols and JDN Realty Corporation, dated as of
December 1, 1996 (11)
10.22 Letter Agreement dated May 19, 2000 between JDN Realty Corporation, JDN Development Company, Inc.
and J. Donald Nichols regarding termination of Employment Agreement by and between J. Donald Nichols
and JDN Realty Corporation dated as of December 11, 1996
10.23 Employment Agreement by and between Elizabeth L. Nichols and JDN Realty Corporation, dated as of
December 1, 1996 (11)
10.24 Employment Agreement by and between William J. Kerley and JDN Realty Corporation, dated as of
December 1, 1996 (11)
10.25 Letter Agreement dated April 15, 2000 between JDN Realty Corporation, JDN Development
Company, Inc. and William J. Kerley regarding termination of Employment Agreement by and between
William J. Kerley and JDN Realty Corporation dated as of December 1, 1996
10.26 Employment Agreement by and between John D. Harris, Jr. and JDN Realty Corporation dated as of
May 1, 1997 (12)
10.27 Employment Agreement by and between Leilani L. Jones and JDN Realty Corporation, dated as of
May 1, 1997 (12)
10.28 Employment Agreement by and between David L. Henzlik and JDN Realty Corporation, dated as of
December 1, 1996 (11)
10.29 Employment Agreement by and between W. Fred Williams, Jr. and JDN Development Company, Inc. dated
as of March 8, 2000 and related Performance Share Agreement dated as of March 7, 2000
10.30 Tenant Estoppel and Release dated as of May 23, 2000 by and between JDN Development Company, Inc.
and JDN Realty Corporation and their Affiliates, Wal-Mart Stores, Inc. and Wal-Mart Real Estate
Business Trust and Lowe's Companies, Inc. and Lowe's Home Centers, Inc.(16)
10.31 Separation and Partial Settlement Agreement dated as of June 14, 2000 by and between JDN Realty Corporation and
JDN Development Company, Inc. and their Affiliates, ALA Associates, Inc. and Jeb L. Hughes and C. Sheldon
Whittelsey, IV
12 Ratio of Earnings to Fixed Charges
21 Subsidiaries of the Registrant
27 Financial Data Schedule
99.1 Federal Income Tax and ERISA Considerations
</TABLE>
(1) Filed as an exhibit to the Company's filing on Form 8-K dated November
7, 1996, previously filed pursuant to the Securities Exchange Act of
1934, and hereby incorporated by reference.
<PAGE>
(2) Filed as an exhibit to the Company's Registration Statement on Form S-11
(No. 33-73710) previously filed pursuant to the Securities Act of 1933 and
hereby incorporated by reference.
(3) Filed as an exhibit to the Company's Registration Statement on Form S-3
(No. 333-22339) previously filed pursuant to the Securities Act of 1933
and hereby incorporated by reference.
(4) Filed as an exhibit to the Company's quarterly report on Form 10-Q for the
quarter ended September 30, 1998, previously filed pursuant to the
Securities Exchange Act of 1934 and hereby incorporated by reference
(5) Filed as an exhibit to the Company's annual report on Form 10-Q for the
quarter ended June 30, 1999, previously filed pursuant to the Securities
Exchange Act of 1934 and hereby incorporated by reference.
(6) Filed as an exhibit to the Company's annual report on Form 10-K for the
year ended December 31, 1998, previously filed pursuant to the Securities
Exchange Act of 1934 and hereby incorporated by reference.
(7) Filed as an exhibit to the Company's quarterly report on Form 10-Q for the
quarter ended September 30, 1999, previously filed pursuant to the
Securities Exchange Act of 1934 and hereby incorporated by reference.
(8) Filed as an exhibit to the Company's filing on Form 8-K dated August 1,
1997 previously filed pursuant to the Securities Exchange Act of 1934 and
hereby incorporated by reference.
(9) Filed as an exhibit to the Company's filing on Form 8-K dated February 13,
1998, previously filed pursuant to the Securities Exchange Act of 1934 and
hereby incorporated by reference.
(10) Filed as an exhibit to the Company's Registration Statement on Form S-3
(No. 33-90868) previously filed pursuant to the Securities Act of 1933 and
hereby incorporated by reference.
(11) Filed as an exhibit to the Company's annual report on Form 10-K for the
year ended December 31, 1996, previously filed pursuant to the Securities
Exchange Act of 1934 and hereby incorporated by reference.
(12) Filed as an exhibit to the Company's filing on Form 10-K for the year
ended December 31, 1997, previously filed pursuant to the Securities
Exchange Act of 1934 and hereby incorporated by reference.
(13) Filed as an exhibit to the Company's filing on Form 8-K dated March 7,
2000, previously filed pursuant to the Securities Exchange Act of 1934 and
hereby incorporated by reference.
(14) Filed as an exhibit to the Company's filing on Form 8-A dated September
17, 1998, previously filed pursuant to the Securities Exchange Act of 1934
and hereby incorporated by reference.
(15) Filed as an exhibit to the Company's filing on Form 8-K dated April 1,
1998, previously filed pursuant to the Securities Exchange Act of 1934 and
hereby incorporated by reference.
(16) Filed as an exhibit to the Company's filing on Form 8-K dated May 23,
2000, previously filed pursuant to the Securities Exchange Act of 1934 and
hereby incorporated by reference.
<PAGE>
Item 14(c)
----------
EXHIBITS
--------
