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, 2000
OR
[_] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from to .
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Commission file number 001-12844
JDN REALTY CORPORATION
(Exact Name of Registrant as Specified in its Charter)
Maryland 58-1468053
(State or Other Jurisdiction of (IRS Employer Identification No.)
Incorporation or Organization)
359 East Paces Ferry Road, Suite 400, Atlanta, GA 30305
(Address of Principal Executive Offices) (Zip Code)
(404) 262-3252
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
------------------- -----------------------------------------
Common Stock, $.01 Par Value New York Stock Exchange
Preferred Stock, $.01 Par Value New York Stock Exchange
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the Registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes X No ____
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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. [_]
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
March 16, 2001) held by non-affiliates was approximately $389,583,373.
The number of shares outstanding of the Registrant's common stock, $0.01 par
value, was 32,876,234 on March 16, 2001.
Documents Incorporated By Reference
-----------------------------------
Portions of the Registrant's definitive Proxy Statement relating to the
2001 Annual Meeting of Shareholders are incorporated by reference into
Part III of this Form 10-K.
TABLE OF CONTENTS
Form 10-K
Item No. Report Page
-------- -----------
Forward-Looking Statements in Form 10-K....................................... 1
PART I
1. Business...................................................................... 2
2. Properties.................................................................... 19
3. Legal Proceedings............................................................. 24
4. Submission of Matters to a Vote of Security Holders........................... 26
PART II
5. Market for Registrant's Common Equity and
Related Shareholder Matters................................................. 27
6. Selected Financial Data....................................................... 28
7. Management's Discussion and Analysis of Financial
Condition and Results of Operations......................................... 30
7A. Quantitative and Qualitative Disclosures about Market Risk.................... 46
8. Financial Statements and Supplementary Data................................... 46
9. Changes in and Disagreements with Accountants
on Accounting and Financial Disclosure...................................... 46
PART III
10. Directors and Executive Officers of the Registrant............................ 47
11. Executive Compensation........................................................ 47
12. Security Ownership of Certain Beneficial Owners and
Management.................................................................. 47
13. Certain Relationships and Related Transactions................................ 47
PART IV
14. Exhibits, Financial Statement Schedules and
Reports on Form 8-K......................................................... 48
FINANCIAL INFORMATION
Financial Statements F-1
Financial Statement Schedules F-23
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 are,
by their nature, subject to known and unknown risks and uncertainties. Forward-
looking statements include statements regarding future shopping center property
sales, future development activities with certain tenants, and projected capital
requirements for, number of, and timing of shopping centers to be delivered from
development pipeline. Among the factors that could cause actual results to
differ materially from those anticipated are the following: changes in the
composition of senior management and the Board of Directors; the ability to
attract and retain key employees; 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; the 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; the availability of new development opportunities; changes in the
financial condition or corporate strategy of or business relations with primary
retail tenants; the outcome and timing of any resolution and costs of pending
litigation and investigations; the ability to fund, complete and lease existing
development and redevelopment projects on schedule and within budget; the
ability to maintain or obtain all necessary licenses, permits and approvals
required to conduct its business; 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. For examples, see "Risk Factors"
under Part I, Item 1 of this report.
1
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. When referred to herein,
the term "Company" represents JDN Realty Corporation and its wholly owned or
majority-owned subsidiaries, other than JDN Development Company, Inc. ("JDN
Development"). As of December 31, 2000, the Company and JDN Development owned
and operated, either directly or indirectly through affiliated entities, 111
shopping center properties containing approximately 11.9 million square feet of
gross leasable area ("Company GLA") located in 19 states, with the highest
concentrations in Georgia, Tennessee and Florida. The principal tenants of the
Company's and JDN Development's properties include Lowe's, Wal-Mart, and TJX
Companies. As of December 31, 2000, the Company and JDN Development, either
directly or indirectly through affiliated entities or joint ventures, had 25
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. In order to comply with federal
income tax law requirements, JDN Development was initially structured such that
the Company owned 99% of the economic interest while the remaining 1% economic
interest was owned by a former executive officer of the Company. Recent
legislation amending the tax laws applicable to REITs permitted a change in the
ownership structure of JDN Development. Effective January 1, 2001, the Company
effected this change by acquiring 100% of the ownership of JDN Development. As a
result of this acquisition, effective January 1, 2001 the Company has changed
its accounting for JDN Development from the equity method to the consolidated
method. In addition, the Company and JDN Development elected taxable REIT
subsidiary status for JDN Development. See "Federal Income Tax Legislative
Developments" below. Because it is not a REIT, JDN Development may engage in
certain activities in which the Company cannot, such as sales of all or portions
of development projects and third-party fee development. While taxable REIT
subsidiaries may engage in a variety of activities unrelated to real estate, the
Company does not expect the activities of JDN Development to expand
significantly beyond the development activities in which JDN Development has
historically engaged.
As of December 31, 2000, the Company had invested $4.0 million in JDN
Development in the form of equity capital, $134.6 million in the form of secured
notes receivable and $58.9 million in the form of unsecured advances. As of
December 31, 2000, the Company guaranteed one loan of JDN Development in the
amount of $3.3 million. This loan was secured by property owned by JDN
Development and was paid in full in February 2001.
UNDISCLOSED TRANSACTIONS, LEASE DISCREPANCIES AND MANAGEMENT CHANGES
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 transactions consisted of sales of land by JDN Development to
entities in which these officers directly or
2
indirectly held interests. 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.
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, Lowe's and Wal-Mart (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 in 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 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.
Management Changes
In February 2000, J. Donald Nichols resigned as Chief Executive Officer of
the Company and as President of JDN Development. Also 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 March 2000, W. Fred Williams
was hired to serve as President and Director of 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
Secretary, Treasurer, and Interim Chief Financial Officer. In April 2000, Mr.
Nichols resigned from his remaining positions with the Company and JDN
Development and Craig Macnab, a member of the Company's Board of Directors, was
hired to serve as Chief Executive Officer of the Company. In August 2000, Mr.
Harris was appointed Chief Financial Officer and Michael A. Quinlan, former
Controller of JDN Development, was appointed Controller of the Company. Also in
August 2000, Elizabeth L. Nichols resigned her position as Director of the
Company and subsequently resigned from the position of President in September
2000. In October 2000, W. Fred Williams resigned his positions as President and
Director of JDN Development. Lee S. Wielansky was hired to serve as President
and Chief Executive Officer of JDN Development in November 2000.
Bank Credit Agreements
As a result of the undisclosed compensation and related party transactions,
from April 14, 2000 to May 23, 2000, the Company was deemed to be 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 (the "Secured Credit Agreements"), which cured all
existing defaults. Under the Secured Credit Agreements, loans outstanding were
converted from unsecured to secured, the interest rates increased to LIBOR plus
2.50% (which was later reduced to LIBOR plus 2.25% after certain post-closing
conditions were met), the maximum amount available under the line of credit
decreased from $200 million to $175 million and the maturity dates changed to
June 2001.
On March 29, 2001, the Company closed a Third Amended and Restated Master
Credit Agreement with Fleet National Bank as Agent (the "2001 Credit
Agreement"), replacing the existing Secured Credit Agreements. The 2001 Credit
Agreement provides for maximum borrowings of $300.0 million, comprised of a
$150.0 million revolving credit facility and a $150.0 million term loan. Loans
3
made pursuant to the 2001 Credit Agreement will initially bear interest at LIBOR
plus 2.00% and will range from LIBOR plus 1.75% to LIBOR plus 2.25% based on
Company leverage and credit quality. The 2001 Credit Agreement matures December
31, 2002.
DESCRIPTION OF BUSINESS
Development
The Company's primary business has historically been to develop shopping
centers anchored by retailers such as, for example, the Major Anchor Tenants.
Through December 31, 2000, the Company, its predecessors and JDN Development had
developed or jointly developed 189 shopping center projects, of which 107 were
built on assignment from Wal-Mart and 34 were built on assignment from Lowe's.
The Company and JDN Development have also historically developed for other
retailers such as Kohl's, Kroger and PetsMart. Currently, the Company and JDN
Development are involved in development activities with 10 different secondary
anchor tenants such as Best Buy and Bed, Bath and Beyond. The Company and JDN
Development expect to continue to pursue development opportunities with
retailers with which they have traditionally worked while broadening the tenant
and product mix to include grocers and grocery anchored shopping centers.
Management intends to become more selective in the development projects it
approves with a focus on location in high barrier-to-entry markets with
demographic attributes that allow for net operating income growth over time.
Management believes that this focus on location combined with developing for
retailers who are leaders in their local markets will enable the Company to
achieve favorable rates of return on its investments in shopping center
properties.
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 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;
. Obtains preliminary approval from its Investment Committee;
. Contacts other major shopping center retailers that management
believes would be interested in the same market to determine their
interest in leasing space 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;
. 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 final approval from the Investment Committee and a commitment
from a significant shopping center retailer, the Company and JDN
Development form a partnership that purchases, either directly or
indirectly through an affiliated entity, the site and oversee
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. 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 intends to develop, acquire and own shopping centers in other locations
with demonstrated growth potential or
4
population density with high barriers-to-entry for other shopping center
developers. 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.
JDN Development's indirectly wholly owned subsidiary, Goldberg Property
Associates, Inc. ("Goldberg"), a real estate development, brokerage and property
management company in Denver, Colorado, provides JDN Development with additional
development opportunities, regional knowledge of the intermountain states and
opportunities to develop for additional regional retailers. Goldberg currently
has begun construction on two projects, with additional projects in various
stages of pre-development.
During 2000, the Company and JDN Development completed projects which added
approximately 957,000 square feet of Company GLA to the Company's operating
portfolio of shopping centers and cost approximately $96.8 million. As of
December 31, 2000, the Company, either directly or indirectly through JDN
Development and joint ventures, had begun construction of a total of 25 projects
which are expected to add approximately 2.1 million square feet of Company GLA
to the Company's operating portfolio of shopping center properties.
During 2000, the Company approved one shopping center project and to date,
in 2001, has approved one additional project. Historically, the Company and JDN
Development have approved multiple projects in any given year. Management
anticipates, however, that a reduction in the number of approved projects, based
on its more selective focus, may also reduce development activity and the number
of completed projects delivered in future periods. This reduction could mean
slower or flat growth in the operating portfolio as well as net operating income
and funds from operations.
Asset Management
The Company's objective is to maximize long-term value of its portfolio of
operating shopping centers. Management believes that this objective is best
accomplished through aggressive leasing and property management efforts, through
redevelopment and expansions of selected shopping centers, and through
disposition of assets not meeting location, demographic and credit standards
necessary for maximizing long-term value. The Company's asset management team
seeks to attract quality retail and service tenants, maintain high occupancy
rates, and establish a portfolio consisting of high quality assets located in
fundamentally sound markets that have high barriers-to-entry.
Leasing and Property Management
The leasing staff seeks a complementary mix of financially qualified
tenants. Prior to entering into leases, 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 make
recommendations to management. In management's judgement, this process maximizes
rental revenue and reduces the risk of tenant turnover. After leasing space,
the Company's property management department seeks to maximize the portfolio
returns by increasing revenues through renewals of existing tenant leases and
reducing operating expenses.
During 2000, on a "same property" basis, the Company experienced the
following results:
. Net operating income decreased 0.1% for the year ended December 31,
2000 as compared to the year ended December 31, 1999, primarily as a
result of an increase in operating costs.
. At December 31, 2000, the Company's properties were 95.8% leased as
compared to 94.4% at December 31, 1999. This increase primarily
relates to the releasing of a portion of a vacant anchor space at one
of the Company's shopping center properties.
. Annualized base rent per leased square foot increased 0.5% to $7.69 as
of December 31, 2000 from $7.65 as of December 31, 1999 due to an
increase in effective rent upon turnover or renewal of space.
5
As of December 31, 2000, the Company's and JDN Development's overall
operating portfolio of 111 shopping center properties was 95.6% leased.
Redevelopment and Expansion
The Company's business strategy also includes the selective redevelopment,
retenanting and expansion of shopping centers to increase cash flows and
property values while simultaneously earning a risk adjusted return on
incremental investment. The Company has historically been active in its tenant
expansion plans as changing demographics and increased sales warrant expansion
or relocation. Redevelopment projects have included the addition of anchor
tenants, changes in the tenant mix and the reconfiguration of shopping centers.
The Company and JDN Development have worked closely with several anchor tenants
to enlarge their stores and enhance merchandising capabilities.
During 2000, the Company and JDN Development completed the redevelopment of
two shopping centers. In Milwaukee, Wisconsin, JDN Development relocated a
21,090 square foot Walgreen's out of an existing predominantly vacant mall to an
outparcel and replaced the mall with a 205,757 square foot Wal-Mart. In
Eastman, Georgia, the Company relocated a 3,600 square foot Movie Gallery into a
4,800 square foot freestanding store and expanded a Food Lion into a 35,560
square foot store.
Also during 2000, the Company completed two expansions. In Warner Robins,
Georgia the Company added a non-owned Wal-Mart, a TJ Maxx, 14,400 square feet of
small tenant shops and an office supply retailer scheduled to open in 2001. In
Greensboro, North Carolina, the Company added an Old Navy and Dick's Sporting
Goods to an existing shopping center.
Dispositions
The disposition strategy of the Company is designed to generate capital to
be used to fund profitable development activities and to dispose of shopping
center properties the returns and growth potential of which fall below
management's objective. The asset management and dispositions teams analyze
properties for potential dispositions, focus on selling assets that do not fit
the overall Company strategy and replace them with assets located in high
barrier-to-entry, high growth markets with an emphasis on high rates of
profitability.
The Company has utilized different strategies for dispositions in the past,
which have included selling all or portions of shopping centers for cash and
through the use of tax-deferred exchanges ("1031 Exchanges") under Section 1031
of the Internal Revenue Code of 1986, as amended (the "Code"). Management
intends to continue to explore different disposition strategies as a means of
executing the overall disposition strategy.
During 2000, the Company and JDN Development sold the following shopping
center properties:
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Disposition Company
Location Date GLA Proceeds
--------------------------------------------------------------------------------
Cordele, Georgia (1) 01/19/00 149,704 $ 9,653,075
Gallipolis, Ohio (1) 01/19/00 179,958 13,128,872
Wallace, North Carolina 02/10/00 118,993 4,230,000
Cheraw, South Carolina 02/10/00 45,100 2,520,000
Cordele, Georgia 05/22/00 26,350 2,100,000
Milwaukee, Wisconsin (3) 05/25/00 30,000 2,550,000
Canton, GA (1) (3) 06/05/00 199,026 13,739,296
Cumming, Georgia (1) 06/06/00 202,847 12,857,579
Buford, Georgia (1) 06/28/00 205,330 13,606,552
Newnan, Georgia (1) 07/11/00 204,170 13,743,777
Wilmington, North Carolina 08/23/00 169,437 8,900,000
Wilmington, North Carolina (2) 09/08/00 - 800,000
Rockingham, North Carolina 10/06/00 168,776 6,250,000
Lake City, South Carolina 10/06/00 135,963 5,380,000
Buford, Georgia 10/18/00 29,700 3,400,000
Murfreesboro, Tennessee 11/01/00 71,028 3,500,000
Greensboro, North Carolina (2) 11/17/00 - 1,775,831
Milwaukee, Wisconsin (3) 12/15/00 15,120 2,500,000
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Totals 1,951,502 $120,634,982
=========== ===============
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(1) Sale of only the Wal-Mart at this location.
(2) Sale of vacant land only.
(3) Owned by JDN Development
As of December 31, 2000, the Company and JDN Development were
negotiating the sale of 23 shopping center properties (the "Marketed
Properties"), 11 of which were subject to definitive agreements at that date,
for an estimated aggregate purchase price of approximately $134.3 million. The
aggregate net book value of the Marketed Properties is approximately $114.2
million and represents approximately 16.1% of net operating income for the year
ended December 31, 2000. The sale of the Marketed Properties is dependent upon,
among other things, the negotiation of transactions with buyers, completion of
due diligence and, in some cases, the ability of the purchasers to successfully
obtain financing for these transactions. There can be no assurance that any of
these properties will be sold when expected or at all. Failure to sell some or
all of the Marketed Properties could adversely affect the Company's ability to
fund its ongoing development activities.
7
TENANTS
As of December 31, 2000, the Company and JDN Development had the following
tenants representing more than 10% of Company GLA or annualized base rent.
Percent of Percent of
Company Annualized Base
Tenant GLA Rent
--------------------------------------------------------------------------
Lowe's 16.6% 17.5%
Wal-Mart 11.4% 5.6%
No other tenant accounted for more than 10% of Company GLA or annualized
base rent in 2000. 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, 2000:
Percent of Percent of
Company Annualized Base
Tenant GLA Rent
---------------------------------------------------------------------
Anchor 53.3% 41.6%
Second Anchor 20.5% 23.5%
In Line 17.4% 27.8%
Outparcel 3.7% 6.7%
Other 0.7% 0.4%
Unleased 4.4% 0.0%
------------ ------------
Total 100.0% 100.0%
============ ============
National 74.0% 73.0%
Regional 9.9% 11.6%
Local 11.7% 15.4%
Unleased 4.4% 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 opportunities in
all of their 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, better relationships with their key tenant base 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 their shopping center properties are located,
although recent developments
8
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 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,
in many cases, 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 2000, 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 biphenyls ("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. A number of the
Company's shopping center properties at one time contained underground storage
tanks that were used to store petroleum products. When necessary, soil and
groundwater contaminations have been the subject of remediation efforts as
required by law.
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 obtained Phase I environmental assessments of
each property on which they began construction during 2000. Because 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. Because the terms of the Company's leases with its shopping center
tenants do not give the Company control over the day-
9
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 or will not
create a hazardous environmental condition.
Except as noted below, the Company and JDN Development have not been
notified by any governmental authority of any material noncompliance,
environmental claim or liability 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 entered into a Consent Agreement with the Environmental
Protection Agency relating to an alleged violation of a wetlands permit at one
of the Company's recently developed properties. Pursuant to the Consent
Agreement, the Company and JDN Development have agreed to certain remedial
measures none of which Management believes will have a material adverse effect
on the Company's financial condition or results of operations. The Company and
JDN Development are not aware of any other environmental condition or liability
with respect to any of their properties that management believes would have a
material adverse effect on the Company's financial condition or results of
operations.
EMPLOYEES
As of March 16, 2001, the Company, JDN Development and their respective
subsidiaries employed 122 full-time individuals and four part-time individuals,
including executive, administrative and field personnel.
Executive Officers of the Registrant are as follows:
Name Age Positions
---- --- ---------
Craig Macnab 45 Chief Executive Officer and Director
Lee S. Wielansky 49 President and Chief Executive Officer, JDN Development
Company, Inc. and Director
John D. Harris, Jr. 41 Chief Financial Officer, Senior Vice President, Secretary and
Treasurer
Andrew E. Rothfeder 32 Senior Vice President and Director of Asset Management
Laurie A. Farris 38 Vice President and Director of Acquisitions
David L. Henzlik 39 Vice President and Director of Development Leasing, JDN
Development
Leilani L. Jones 39 Vice President and Director of Property Management
and Assistant Secretary
Michael A. Quinlan 41 Vice President, Controller and Assistant Secretary
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 or until his or her earlier resignation or removal. The
following is a biographical summary of the experience of the executive officers
of the Company:
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.
Lee S. Wielansky. Mr. Wielansky joined JDN Development in November 2000 as
President and Chief Executive Officer. Mr. Wielansky was elected to the Board
of Directors of the Company in February 2001. Prior to joining JDN Development,
from January 1995 until March 1998, Mr. Wielansky
10
was President and Chief Executive Officer of the Midland Development Group. From
March 1998 until November 2000, he served as Managing Director of Regency Realty
Corporation. Mr. Wielansky is a Director of Acadia Realty Trust and Director and
Vice Chairman of Allegiant Bancorp, Inc.
John D. Harris, Jr. Mr. Harris has served as Chief Financial Officer and
Senior Vice President since August 2000 and as Secretary and Treasurer of the
Company since March 2000. Mr. Harris served as Interim Chief Financial Officer
from April 2000 to July 2000. Mr. Harris served as Vice President and Controller
of the Company from May 1988 to April 2000. From July 1994 to May 1998, Mr.
Harris served as Controller of the Company. Mr. Harris is a certified public
accountant.
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.
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 since December 1999. From March 1995 to
December 1999, Mr. Henzlik served as Vice President and Director of Leasing of
the Company.
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 1977. Ms. Jones is a certified
Property Manager and a CCIM.
Michael A. Quinlan. Mr. Quinlan has served as Vice President, Controller
and Assistant Secretary of the Company since July 2000. From October 1997
through June 2000, Mr. Quinlan served as Controller and Assistant Secretary of
JDN Development. Prior to joining JDN Development, Mr. Quinlan was an employee
of The Rouse Company serving as a Regional Financial Advisor from June 1996
through September 1997 and as a Senior Group Controller from January 1995
through May 1996.
FINANCIAL INFORMATION ABOUT INDUSTRY SEGMENTS
The Company is in the business of development, redevelopment, management,
and acquisition and disposition of shopping centers. The Company considers its
activities to be conducted within 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:
11
The Company is Dependent on Major Anchor Tenants for Revenues; Major Anchor
Tenant Relations Have Been and May be Further Affected by Recent Developments
Major Anchor Tenants. As of December 31, 2000, Lowe's and Wal-Mart each
leased more than 10% of the gross leaseable area that the Company owned
directly, and Lowe's accounted for more than 10% of the Company's total
annualized base rent. No other single tenant accounted for more than 10% of the
Company's GLA or total annualized base rent in 2000.
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. 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 could cause the Company to become unable to start or
complete existing or new development projects;
. Either Major Anchor Tenant could become unable to complete and lease
existing development and redevelopment projects on schedule and within
targeted projections;
. Either Major Anchor Tenant could become unable to pay rent as it
becomes due;
. Either Major Anchor Tenant 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;
. Either Major Anchor Tenant could discontinue providing or provide
significantly fewer assignments of development projects to the Company
or either Major Anchor Tenant 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 could become unable to obtain funds through joint venture
relationships as a result of the inability or unwillingness of
potential third-party 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
Part I, Item 1 of this Report, could have a material adverse effect on the
Company.
12
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, which requires, among other things, the distribution of
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 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 2001 Credit Agreement consists of a $150.0 million
revolving credit facility and a $150.0 million term loan, as more particularly
described under "Management's Discussion and Analysis of Financial Condition and
Results of Operations - Liquidity and Capital Resources" in Part II, Item 7 of
this report. The 2001 Credit Agreement contains 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 December 2002. There can 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:
. 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 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;
. 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; and,
. The Company is limited on the amount of total indebtedness it may
incur and on the amount of secured indebtedness it may incur by its
credit agreements and bond indentures which limits the funds available
for the Company's development and redevelopment activities.
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 statement on
Form S-3 as filed with the Securities and Exchange Commission ("SEC") is no
longer effective. The inability of the Company to rely on its shelf registration
statement may adversely affect the Company's ability to timely access the public
debt and equity capital markets.
13
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 center properties 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 property 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. No assurance can be
provided, 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.
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, except for investments in REITs,
qualified REIT subsidiaries and taxable REIT subsidiaries, 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 ("IRS") 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. As of December 31, 2000, the Company owned 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 previously held by the
Company did not constitute "voting securities," management of the Company
believes that, prior to January 1, 2001, the Company did not have the de facto
power to determine, or unduly influence the determination of the identity of the
directors of JDN Development.
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
14
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 would 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. For example, the Company is
subject to a 100% tax on the net income derived from "prohibited transactions."
A prohibited transaction is the sale or other disposition of property held
primarily for sale to customers in the ordinary course of a trade or business,
with the exception of foreclosure property. Whether property is held primarily
for sale to customers in the ordinary course of a trade or business is a
question of fact that depends on all of the facts and circumstances with respect
to the particular transaction. Certain safe harbor rules are provided pursuant
to which certain sales will be deemed not to constitute prohibited transactions.
Specific requirements must be satisfied in order to bring a sale within the safe
harbor. See "Federal Income Tax Considerations" filed as an exhibit to this
report. During 2000, the Company sold certain shopping center properties that
fell outside the safe harbor rules, and in 2001, the Company intends to sell
certain additional shopping center properties that also fall outside the safe
harbor rules. The Company, however, believes that, based on all of the facts and
circumstances, it will not have held such properties primarily for sale to
customers in the ordinary course of a trade or business and, therefore, such
property sales would not be considered prohibited transactions. There can be no
assurance that the IRS will not disagree with such conclusion.
The Outcome of Shareholder Litigation May Adversely Affect the Company's
Business and Financial Results
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 Part I, Item 3 of
this report. The Company incurred substantial defense costs during 2000, and it
is likely that the Company will continue to incur substantial defense costs
until the shareholder claims have been resolved.
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 its 1999
Annual Report on Form 10-K report by the required deadline. The SEC initiated a
formal order of investigation as of August 2, 2000. Pursuant to this order, the
Company has voluntarily provided certain documents and other information to the
SEC regarding the compensation arrangements, unauthorized benefits and related
party transactions discussed in Part I of this report. By letter dated March 5,
2001, the SEC staff advised the Company that it intended to recommend that the
SEC institute a proceeding against the Company. The Company continues to
cooperate fully with the SEC staff in order to resolve this matter as
expeditiously as practicable. Management of the Company does not expect that the
resolution of this matter will have a material adverse effect on the Company's
business, financial condition or results of operation. However, the Company is
unable to predict with certainty the timing or ultimate outcome of this matter.
The Company cannot be certain that it will not be subject to regulatory
proceedings initiated by other regulatory agencies, and may experience
difficulties in maintaining or obtaining all necessary licenses, permits and
approvals required to conduct it business as a result of such proceedings.
Regulatory agencies and self-regulatory organizations, such as 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 May Adversely Affect the Company
The Company depends on the efforts of its executive officers and other key
personnel. 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.
15
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 they affect
interest rate levels;
. the availability of financing; and
. 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 and
incur substantial costs in enforcing 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.
16
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 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 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
17
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.
18
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; Morlton, New
Jersey; and St. Louis, Missouri.
As of December 31, 2000, the Company and JDN Development owned and
operated, either directly or indirectly through affiliated entities, 111
shopping center properties totaling approximately 11.9 million square feet of
gross leasable area. The following tables set forth information on these
properties as of December 31, 2000:
19
Year Built/
Renovated Total Company Percent
Location or Expanded GLA (1) GLA Leased Anchor Stores
----------------------------------------------------------------------------------------------------------------------------
ALABAMA
Decatur 1965/1996 122,957 122,957 100.0% Food World, Handy TV & Appliance
Gadsden 1979 131,046 85,343 97.0% Public Wholesale, Food World(2),Dollar General(Eckerd)(6)
Opelika 1993/1995 306,229 306,229 100.0% Wal-Mart, Lowe's, Winn-Dixie, Goody's, CVS
Opelika 1999 135,201 135,201 100.0% Lowe's
Scottsboro 1999 223,758 40,568 100.0% Wal-Mart(2), Goody's
COLORADO
Denver 1997 244,644 244,644 100.0% King Soopers, Homeplace, OfficeMax, PetsMart
Parker 2000 203,715 0 100.0% Wal-Mart(2)
FLORIDA
Bradenton 1999 9,611 9,611 100.0% -
Brandon 1997 243,207 115,952 100.0% Lowe's(2), The Sports Authority, Linens 'N Things
Brandon 1999 51,424 51,424 100.0% Publix
Fort Walton Beach 1986 21,902 21,902 73.7% -
Gulf Breeze 1998 198,462 29,832 100.0% Wal-Mart(2)
Ocala 1984/1991 183,820 183,820 98.1% Wal-Mart, Winn-Dixie
Pensacola 2000 55,795 55,795 100.0% Scotty's
Tallahassee 1990/1994 265,304 109,055 95.2% Wal-Mart(2), Lowe's
GEORGIA
Alpharetta 1998 129,044 129,044 100.0% Lowe's
Athens 2000 218,883 24,004 95.0% Wal-Mart(2)
Buford 1998 362,136 156,806 100.0% Wal-Mart (2), Lowe's
Canton 1983 127,800 127,800 92.1% Ingles, Staples
Canton (4) 1996 238,032 39,006 92.8% Wal-Mart (2)
Cartersville 1984 112,242 112,242 74.5% Ingles, Eckerd
Chamblee 1976 175,972 175,972 93.6% Winn-Dixie, CVS
Columbus 1999 242,661 119,661 100.0% Target(2), Goody's, Michael's, PetsMart
Cumming 1997 631,167 297,220 97.2% Wal-Mart (2), Home Depot(2), Goody's, OfficeMax,
Lowe's, PetsMart, Michael's
Cumming 2000 8,002 8,002 100.0% -
Cumming 1999 27,604 27,604 74.6% Pike Nurseries
Douglasville 1999 250,054 117,207 91.6% Lowe's(2), Babies 'R Us, Best Buy
Eastman 1990 94,669 53,365 100.0% Wal-Mart(2), Food Lion
Fayetteville 1990 156,066 156,066 93.2% Cub Foods(Ingles)(6), Movies 10, CVS
Fayetteville 2000 15,646 15,646 100.0% Eckerd
Fayetteville 2000 133,662 5,001 100.0% Lowe's(2)
Fort Oglethorpe 1973/1992 176,903 176,903 98.0% Kmart, Albertson's, CVS
Griffin 1986 172,548 64,773 93.8% Wal-Mart(2), Winn-Dixie
LaFayette 1990 78,426 78,426 67.9% Food Lion
Lawrenceville 1998 10,128 10,128 100.0% CVS
Lawrenceville 1990 89,066 89,066 97.4% Winn-Dixie, Eckerd
Lawrenceville 1989/1995 322,262 322,262 96.5% Wal-Mart, Kroger, Georgia Theatre
Lilburn 1990 73,953 73,953 100.0% Kroger
Lilburn 1997 132,849 132,849 100.0% Lowe's
Loganville 1995 91,199 91,199 100.0% Kroger
Macon 1999 102,100 102,100 100.0% Kmart
Madison 1989 106,102 106,102 93.4% Wal-Mart, Ingles, CVS, Wal-Mart Storage(4)
Marietta 1997 151,049 151,049 100.0% Lowe's
McDonough 1999 4,670 4,670 100.0% -
Newnan 1995 426,732 156,506 100.0% Wal-Mart(2), Lowe's, Upton's(2)
Peachtree City 1997 10,800 10,800 100.0% Pike Nurseries
Peachtree City 1999 43,619 43,619 96.8% Staples
Riverdale 1989 80,190 22,405 94.6% Kroger(2)
20
Year Built/
Renovated Total Company Percent
Location or Expanded GLA (1) GLA Leased Anchor Stores
-----------------------------------------------------------------------------------------------------------
GEORGIA
Stockbridge 1988 162,783 162,783 99.1% Kmart, Cub Foods(Ingles)(6)
Stockbridge 1997 10,800 10,800 100.0% Pike Nurseries
Stone Mountain 1999 131,000 131,000 100.0% Lowe's
Suwanee 1997 54,302 43,394 87.1% Pike Nurseries, Eckerd(2)
Tucker 1998 265,025 130,382 98.6% Wal-Mart(2), Kroger, Goody's
Union City 1986 181,959 100,007 97.1% Wal-Mart(2), Ingles, Drug Emporium
Warner Robins (3) 1997 416,528 196,344 98.2% Lowe's, Wal-Mart(2), TJ Maxx
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
ILLINOIS
Decatur 1999 194,782 22,782 64.4% Wal-Mart (2)
INDIANA
Lafayette 2000 243,853 35,103 25.9% Wal-Mart (2)
IOWA
Davenport 1999 161,285 136,390 91.4% Borders Books & Music (2), Bed Bath & Beyond,
KANSAS
Topeka 1976 126,869 126,869 59.9% Bauersfeld's Grocery
KENTUCKY
Lexington 1998 346,430 29,793 100.0% Lowe's(2), Wal-Mart(2)
Lexington 1998 204,836 24,878 83.1% Wal-Mart(2)
Richmond 1992 229,317 158,045 100.0% Kmart, Lowe's(2), Food Lion, Rite Aid
MICHIGAN
Lansing 2000 185,316 50,119 100.0% Gander Mountain, Lowe's(2), Tractor Supply Company
MISSISSIPPI
Jackson 1996 326,324 107,785 95.2% Target(2), Home Depot(2), Office Depot,
PetsMart, Fred's
Jackson 1997 182,311 52,628 72.6% Office Depot, Home Depot(2)
Oxford 2000 58,666 58,666 100.0% Kroger
Tupelo 1999 149,357 41,357 72.9% Home Depot(2), PetsMart
NORTH CAROLINA
Asheville 1996 190,970 190,970 100.0% Dick's Sporting Goods, Circuit City, Carmike Cinemas,
OfficeMax, Michael's, Goody's
Fayetteville 1985 204,298 204,298 88.4% Circuit City(Hechinger)(6), Staples(Hechinger)(6),
TJ Maxx, General Cinemas
Greensboro 1999 244,901 122,651 96.6% BI-LO, PetsMart, Target(2)
Hendersonville 1988/1995 170,792 170,792 100.0% Wal-Mart, Ingles
Lumberton 1999 148,784 19,784 100.0% Lowe's(2)
Rocky Mount 1999 68,060 68,060 100.0% PetsMart, TJ Maxx
Winston Salem 1999 261,293 24,567 64.9% 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 25,951 74.6% Wal-Mart(2)
PENNSYLVANIA
Monaca 1997/1999 237,960 237,960 98.8% Lowe's, Shop 'N Save, PetsMart
Erie 2000 130,851 5,451 100.0% Target(2)
SOUTH CAROLINA
Charleston 1991 196,053 196,053 100.0% Wal-Mart, Food Lion
Sumter 1987 158,294 19,144 100.0% Wal-Mart(2), Kroger(2)
21
Year Built/
Renovated Total Company Percent
Location or Expanded GLA (1) GLA Leased Anchor Stores
-----------------------------------------------------------------------------------------------------------------------------
TENNESSEE
Antioch 1990 51,534 51,534 93.8% Food Lion, Walgreen's
Arlington 1993 64,225 64,225 100.0% Kroger
Chattanooga 1992 214,581 214,581 100.0% Kmart, Albertson's
Columbia 1993 68,952 68,952 91.7% Albertson's
Farragut 1991 71,315 71,315 93.3% BI-LO
Franklin 1983 186,005 18,005 100.0% Big Lots(2)
Franklin 2000 223,251 3,501 100.0% Wal-Mart(2)
Franklin 1990 54,412 54,412 92.3% Food Lion, Eckerd
Goodlettsville 1987 84,683 84,683 85.8% Kroger
Hendersonville 1999 133,147 133,147 100.0% Lowe's
Murfreesboro 1972/1993 117,750 117,750 95.0% Albertson's
Murfreesboro 1998 390,810 108,188 95.0% Target(2),TJ Maxx, Books-a-Million,
Toys 'R Us(2), Lowe's(2)
Nashville 1998 367,882 367,882 98.5% Wal-Mart, Lowe's
TEXAS
Ft. Worth 2000 129,924 0 100.0% Home Depot (2)
Irving 1999 423,698 203,822 100.0% Kohl's, United Artists, Wal-Mart(2)
McKinney 2000 120,712 120,712 79.4% Kohl's
Nacogdoches 1999 57,413 57,413 92.7% Goody's, Staples
VIRGINIA
Chester 1977/1978 116,311 116,311 100.0% Ukrop's, Rite-Aid
Lexington 1989/1997 201,229 201,229 98.3% Wal-Mart
Lynchburg 1990 320,769 275,769 90.2% Goody's, Movies 10, Staples, Rugged Wearhouse,
TJ Maxx, Circuit City, Toys'R Us(2)
Midlothian 1985 79,410 79,410 92.2% Food Lion, CVS
South Boston 1989/1997 200,405 200,405 100.0% Wal-Mart
WISCONSIN
Brookfield 1967 190,142 190,142 100.0% Marshall's Mega Store, Burlington Coat Factory, TJ Maxx,
OfficeMax
Brown Deer 1967 218,016 218,016 96.8% TJ Maxx, Kohl's, OfficeMax, Michael's, Pick 'N Save Storage
Brown Deer 1989 143,372 143,372 100.0% Pick 'N Save, Marshall's Mega Store
Milwaukee 1962 160,533 160,533 100.0% Kohl's, Pick 'N Save
Milwaukee 1951 100,036 54,916 100.0% Movies 10(2),Walgreen's(2), Wal-Mart Storage(4)
West Allis (5) 1968 383,967 383,967 88.1% Kohl's, Kohl's Storage, Pick 'N Save Storage,
Marshall's Mega Store, Walgreen's, Pick 'N Save
TOTAL 18,911,706 11,856,957 95.6%
============================================================================================================================
(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 JDN
Realty Corporation.
(4) Short term license agreement.
(5) Property owned by a joint venture which is approximately 82.5% owned by JDN
Realty Corporation and approximately 17.5% owned by unaffiliated third
parties.
(6) Sublease tenant.
22
Percent of Percent of
Number of Company Company Annualized Annualized Percent
Location Centers GLA GLA Base Rent Base Rent Leased
---------------------------------------------------------------------------------------------------
Alabama 5 690,298 5.8% 4,299,375 4.7% 99.6%
Colorado 2 244,644 2.1% 3,692,874 4.0% 100.0%
Florida 8 577,391 4.9% 4,384,377 4.8% 97.5%
Georgia 43 4,290,977 36.2% 36,958,596 40.2% 96.3%
Illinois 1 22,782 0.2% 185,851 0.2% 64.4%
Indiana 1 35,103 0.3% 118,073 0.1% 25.9%
Iowa 1 136,390 1.2% 1,198,435 1.3% 91.4%
Kansas 1 126,869 1.1% 439,411 0.5% 59.9%
Kentucky 3 212,716 1.8% 1,965,535 2.1% 98.0%
Michigan 1 50,119 0.4% 428,526 0.5% 100.0%
Mississippi 4 260,436 2.2% 1,764,409 1.9% 88.2%
North Carolina 7 801,122 6.8% 6,280,751 6.8% 95.5%
Ohio 2 185,310 1.6% 1,292,347 1.4% 96.4%
Pennsylvania 2 243,411 2.1% 1,802,520 2.0% 98.8%
South Carolina 2 215,197 1.8% 1,750,037 1.9% 100.0%
Tennessee 13 1,358,175 11.5% 10,712,290 11.7% 96.6%
Texas 4 381,947 3.2% 3,892,826 4.2% 92.4%
Virginia 5 873,124 7.4% 4,898,416 5.3% 95.8%
Wisconsin 6 1,150,946 9.7% 5,869,205 6.4% 95.4%
-------------------------------------------------------------------------
TOTAL 111 11,856,957 100.0% 91,933,854 100.0% 95.6%
===================================================================================================
Company Leased Vacant Percent
Summary GLA GLA (1) GLA Leased
-------------------------------------------------------------------------------------------
Same Property (2) 9,107,076 8,728,038 379,038 95.8%
Completed Construction 1,209,289 1,175,467 33,822 97.2%
Under Construction 1,253,909 1,157,737 96,172 92.3%
Redevelopment 286,683 275,483 11,200 96.1%
-------------------------------------------------------
TOTAL (as of December 31, 2000) 11,856,957 11,336,725 520,232 95.6%
===========================================================================================
Same Property Basis - December 31, 9,101,588 8,595,798 505,790 94.4%
===========================================================================================
(1) Leased GLA includes space for which the Company has a signed lease and the
tenant is either open and/or paying rent.
(2) Represents shopping centers which were owned by the Company as of both
December 31, 1999 and December 31, 2000, excluding shopping centers classified
as "Redevelopment".
(3) The difference between 1999 and 2000 Same Property Company GLA is due to the
addition of one square foot owned and non-owned outparcels. Additionally, two
outparcels were leased in 2000.
23
Item 3. Legal Proceedings
--------------------------
LITIGATION
Since the Company's announcement of the undisclosed compensation
arrangements and unauthorized transactions described in Part I, Item 1 of this
report, a number of lawsuits have been filed against the Company. 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.
Certain class actions filed in federal court allege violations of the
federal securities laws asserting 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 common and preferred stock
at artificially inflated prices. Included in the class actions is a lawsuit
which names among the defendants certain underwriters involved in the preferred
stock offering by the Company in 1998 (the "Preferred Stock Class Action"). The
Preferred Stock Class Action raises allegations similar to those raised in the
other class action cases, but it is based on purported misrepresentations or
omissions in the Company's registration statement and prospectus in connection
with the 1998 offering. The plaintiffs in these lawsuits seek compensatory
damages of an indeterminate amount, interest, attorneys' fees, experts' fees and
other costs and disbursements. On April 17, 2000, the federal court entered an
order consolidating the various class actions in the United States District
Court for the Northern District of Georgia ("Consolidated Class Actions"). On
June 13, 2000, the federal court entered an order appointing Clarion-CRA
Securities lead plaintiff and the law firm of Chitwood & Harley as lead
plaintiff's counsel. On February 13, 2001, plaintiffs in the Preferred Stock
Class Action purported to amend their complaint to add Waller, Lansden, Dortch &
Davis, PLLC, the Company's securities counsel, as a defendant. The purported
amendment was not filed by the lead plaintiff and the Company intends to file a
motion to strike the purported amendment as improper.
A class action lawsuit was also 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 for damages which
these plaintiffs allege should have been paid to the class as dividends. The
original complaint contained claims of common law fraud, conversion and
purported violations of Georgia's Racketeer Influenced and Corrupt Organizations
Act, but the fraud count has now been dropped by way of an amended complaint
recently filed by the plaintiffs. The plaintiffs seek compensatory and punitive
damages, attorneys' fees and expenses, interest and equitable relief. The case
was removed to federal court, but has now been remanded back to Superior Court,
where it is currently pending.
Lawsuits have also been filed against the Company as a nominal defendant,
as well as individual defendants J. Donald Nichols, Elizabeth L. Nichols, Craig
Macnab, Philip G. Satre, William G. Byrnes, Haywood D. Cochrane, Jr., William B.
Greene, Jeb L. Hughes, C. Sheldon Whittelsey, IV and William J. Kerley in the
United States District Court for the Northern District of Georgia, Atlanta
Division and in Fulton County Superior Court. Each of the named individuals is
a current or former officer or director of the Company or JDN Development. A
similar suit has now been filed in State Court of Fulton County naming Ernst &
Young, LLP, the Company's auditors, in addition to the above-referenced
defendants. The plaintiffs purport to bring these suits as derivative actions.
The complaints allege that the individual defendants, from 1994 through 1999,
violated certain duties in connection with the previously undisclosed
compensation arrangements. The complaints also allege claims for breach of
fiduciary duty, abuse of control, waste of corporate assets, unjust enrichment
and gross mismanagement. The plaintiffs, on behalf of the Company, seek
injunctive relief, compensatory and punitive damages and disgorgement of all
profits and gains by the individual defendants.
The Company believes that it has meritorious defenses to the claims brought
in the lawsuits described above, but there can be no assurance that such
defenses will be successful or that the lawsuits will
24
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 is also subject to a formal order of investigation initiated by
the SEC as of August 2, 2000. Pursuant to this order, the Company has
voluntarily provided certain documents and other information to the SEC
regarding the compensation arrangements, unauthorized benefits and related party
transactions discussed in Part I of this report. By letter dated March 5, 2001,
the SEC staff advised the Company that it intended to recommend that the SEC
institute a proceeding against the Company. The Company continues to cooperate
fully with the SEC staff in order to resolve this matter as expeditiously as
practicable. Management of the Company does not expect that the resolution of
this matter will have a material adverse effect on the Company's business,
financial condition or results of operation. However, the Company is unable to
predict with certainty the timing or ultimate outcome of this matter.
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 Gwinnett 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 has filed defensive pleadings denying
liability, and discovery is now being conducted by both sides.
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 judgement 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.
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.
25
Item 4. Submission of Matters to a Vote of Security Holders
No matters were submitted to a vote of security holders during the
quarter ended December 31, 2000.
26
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
for the periods indicated, as reported by the NYSE:
Distributions
Declared Per
High Low Share
---------------- ----------------- ------------------
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
2000
First Quarter $ 18.0625 $ 8.0000 $ 0.3950
Second Quarter 13.0000 8.0000 0.3000
Third Quarter 12.0000 10.0000 0.3000
Fourth Quarter 11.6250 9.0000 0.3000
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, restrictions imposed by the Company's
credit agreements 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 2001 Credit Agreement
restricts the amount of distributions to common and preferred shareholders to
95% of the Company's funds from Operations (as defined in the 2001 Credit
Agreement).
The Company's Dividend Reinvestment and Stock Purchase Plan has been
suspended.
As of March 16, 2001, there were approximately 441 holders of record
of the Company's common stock and approximately 12,260 beneficial holders.
27
Item 6. Selected Financial Data
The following table contains selected historical financial data for
each of the years in the five year period ended December 31, 2000. You should
read this table in conjunction with the consolidated financial statements and
related notes included elsewhere in this report and "Management Discussion and
Analysis of Financial Condition and Results of Operation".
28
Selected Financial Data
Years Ended December 31,
----------------------------------------------------------------------------
(dollars in thousands, except per share data) 2000 1999 1998 1997 1996
-----------------------------------------------------------------------------------------------------------------------------------
Operating Data
Minimum and percentage rents $ 91,438 $ 92,964 $ 71,191 $ 43,346 $ 32,933
Recoveries from tenants 12,705 13,205 10,003 4,512 3,475
Other revenue 1,907 69 117 147 215
----------------------------------------------------------------------------
Total revenues 106,050 106,238 81,311 48,005 36,623
Operating and maintenance expenses 8,736 8,338 6,439 3,201 2,586
Real estate taxes 6,730 6,979 5,316 2,540 1,817
General and administrative expenses 8,574 8,130 7,105 4,265 3,367
Corporate investigation and legal costs 3,159 - - - -
Severence expense 3,711 - - - -
Impairment losses 18,882 90 - - -
Depreciation and amortization 20,735 22,047 16,824 10,130 7,786
Tenant settlement expense - 5,610 - - -
----------------------------------------------------------------------------
Total expenses 70,527 51,194 35,684 20,136 15,556
Income from operations 35,523 55,044 45,627 27,869 21,067
Interest expense, net (25,220) (18,423) (9,454) (4,856) (5,598)
Income before extraordinary items 23,497 53,051 40,680 25,489 16,230
Net income 23,497 53,051 40,680 19,549 16,230
Net income attributable to common shareholders 18,809 48,363 39,339 19,549 16,230
Other Data
Funds from operations (1) $ 37,745 $ 52,193 $ 56,135 $ 35,957 $ 24,231
Cash provided by (used in)
Operating activities 52,656 58,796 56,060 41,577 26,070
Investing activities (33,698) (148,368) (352,096) (204,578) (83,983)
Financing activities (11,757) 91,648 284,597 171,731 57,513
Ratio of earnings to fixed charges 0.99 1.73 2.39 2.49 2.25
Per Share Data (2)
Net income per common share
Basic $ 0.58 $ 1.46 $ 1.28 $ 0.85 $ 0.98
Diluted 0.58 1.44 1.26 0.83 0.97
Dividends per common share 1.30 1.55 1.41 1.32 1.25
December 31,
----------------------------------------------------------------------------
2000 1999 1998 1997 1996
-----------------------------------------------------------------------------------------------------------------------------------
Supplemental Data
Shopping center properties 111 109 91 68 48
Gross leasable area (square feet in thousands) 11,857 12,945 12,098 8,327 6,135
Percent of gross leasable area leased 95.6% 95.2% 96.4% 97.1% 98.2%
December 31,
----------------------------------------------------------------------------
(dollars in thousands) 2000 1999 1998 1997 1996
-----------------------------------------------------------------------------------------------------------------------------------
Balance Sheet Data
Shopping center properties before
accumulated depreciation $ 879,715 $ 962,897 $ 844,041 $ 533,133 $ 331,927
Shopping center properties, net 799,602 891,346 787,948 494,827 303,954
Total assets 1,083,963 1,116,795 965,171 596,660 370,637
Unsecured debt 234,697 469,635 383,092 203,011 -
Total debt 574,141 570,882 425,563 216,602 141,882
Total liabilities and minority interest 597,354 600,966 450,877 228,166 145,447
Shareholders' equity 486,609 515,829 514,294 368,494 225,190
(1) 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.
(2) 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.
29
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 and notes thereto, the risk factors and the 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 retail shopping centers. When referred to
herein, the term "Company" represents JDN Realty Corporation and its wholly
owned or majority-owned subsidiaries, other than JDN Development Company, Inc.
("JDN Development"). As of December 31, 2000, the Company and JDN Development
owned and operated, either directly or indirectly through affiliated entities,
111 shopping center properties containing approximately 11.9 million square feet
of gross leasable area ("Company GLA") located in 19 states, with the highest
concentrations in Georgia, Tennessee, and Florida. The principal tenants of the
Company's and JDN Development's properties include Lowe's, Wal-Mart and TJX
companies. As of December 31, 2000, the Company and JDN Development, either
directly or indirectly through affiliated entities or joint ventures, had 25
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. In order to comply with federal
income tax law requirements, JDN Development was initially structured such that
the Company owned 99% of the economic interest while the remaining 1% economic
interest was owned by a former executive officer of the Company. Recent
legislation amending the tax laws applicable to REITs permitted a change in the
ownership structure of JDN Development. Effective January 1, 2001, the Company
effected this change by acquiring 100% of the ownership of JDN Development. As a
result of this acquisition, effective January 1, 2001 the Company has changed
its accounting for JDN Development from the equity method to the consolidated
method. In addition, the Company and JDN Development elected taxable REIT
subsidiary status for JDN Development. See "Federal Income Tax Legislative
Developments" below. Because it is not a REIT, JDN Development may engage in
certain activities in which the Company cannot, such as sales of all or portions
of development projects and third-party fee development. While taxable REIT
subsidiaries may engage in a variety of activities unrelated to real estate, the
Company does not expect the activities of JDN Development to expand
significantly beyond the development activities in which JDN Development has
historically engaged.
As of December 31, 2000, the Company had invested $4.0 million in JDN
Development in the form of equity capital, $134.6 million in the form of
secured notes receivable and $58.9 million in the form of unsecured advances. As
of December 31, 2000, the Company guaranteed one loan of JDN Development in the
amount of $3.3 million. The loan was secured by property owned by JDN
Development and was paid in full in February 2001.
Results of Operations
Comparison of the Year Ended December 31, 2000 to the Year Ended December
31,1999.
During 2000 and 1999, the Company began operations at 40 shopping center
properties which it developed totaling 3.2 million square feet (the "00/99
Development Properties"). During 2000 and 1999, the Company sold 16 shopping
center properties totaling 3.5 million square feet space (the "00/99 Disposition
Properties"). As indicated below, the Company's results of operations were
affected by the 00/99 Development Properties and the 00/99 Disposition
Properties.
Minimum and percentage rents decreased $1.5 million or 1.6% to $91.4
million for the year ended December 31, 2000 from $93.0 million for the same
period in 1999. Minimum and percentage
30
rents increased by $12.4 million as a result of the 00/99 Development
Properties. This increase is offset by a $13.5 million decrease related to the
00/99 Disposition Properties. Minimum and percentage rents also decreased as a
result of a write-off of straight line rent for a theater tenant at one of the
Company's shopping center properties in the amount of $325,000 and adjustments
made to the allowance for doubtful accounts.
Recoveries from tenants decreased $500,000 or 3.8% to $12.7 million for the
year ended December 31, 2000 from $13.2 million for the same period in 1999.
Recoveries from tenants increased by $743,000 as a result of the 00/99
Development Properties. This increase is offset by a $1.4 million decrease
related to the 00/99 Disposition Properties. The remaining increase relates to
net increases in recoveries from tenants at existing properties caused by net
increases in recoverable expenses.
Other revenue increased $1.8 million to $1.9 million for the year ended
December 31, 2000 from $69,000 for the same period in 1999. This increase
resulted primarily from lease termination fees at two of the Company's operating
properties.
Operating and maintenance expenses increased $398,000 or 4.8% to $8.7
million for the year ended December 31, 2000 from $8.3 million for the same
period in 1999. Operating and maintenance expenses increased by $826,000 as a
result of the 00/99 Development Properties. This increase is offset by a
$738,000 decrease related to the 00/99 Disposition Properties. The remaining
increases are a result of increased operating and maintenance expenses at
existing properties.
Real estate taxes decreased $249,000 or 3.6% to $6.7 million for the year
ended December 31, 2000 from $7.0 million for the same period in 1999. Real
estate taxes increased by $398,000 as a result of the 00/99 Development
Properties. This increase is offset by a $749,000 decrease related to the 00/99
Disposition Properties. The remaining increase relates to reductions in real
estate taxes at existing properties.
General and administrative expenses increased $444,000 or 5.5% for the year
ended December 31, 2000 over the same period in 1999. General and
administrative expenses as a percent of minimum and percentage rents increased
to 9.4% for the year ended December 31, 2000 from 8.7% for the year ended
December 31, 1999. This increase is primarily a result of a reduction in
capitalized compensation and other costs related to development projects of
approximately $1.1 million offset by the forfeiture and reversal of previously
expensed equity awards associated with the registration of two executive
officers.
Corporate investigation and legal costs incurred during the year ended
December 31, 2000 of $3.2 million represent the professional fees incurred by
the Company primarily as a result of an investigation into undisclosed
transactions and lease discrepancies, the investigation by the SEC and the class
action lawsuits.
Severance expense incurred during the year ended December 31, 2000 of $3.7
million represents payments to certain former executive officers of the Company
who resigned during the year ended December 31, 2000.
Impairment losses on shopping centers held for sale for the year ended
December 31, 2000 of $18.9 million represent charges to reduce the basis of
shopping centers and land held for sale to their estimated fair value less costs
to sell, and to reduce other assets to their net realizable value (see
"Impairment Losses" below).
Depreciation and amortization expense decreased $1.3 million or 6.0% to
$20.7 million for the year ended December 31, 2000 from $22.0 million for the
same period in 1999. Depreciation and amortization expense increased by $2.4
million as a result of the 00/99 Development Properties. This increase is
offset by a $3.7 million decrease related to the 00/99 Disposition Properties.
Interest expense, net of capitalized amounts, increased $6.8 million or
36.9% to $25.2 million for the year ended December 31, 2000 from $18.4 million
for the same period in 1999. This increase results from an increase in average
debt balances between 2000 and 1999, an increase in interest rates on the
31
Company's lines of credit and term loan and an increase in amortization of
deferred loan costs related to fees and expenses associated with amending its
credit facilities (see "Liquidity and Capital Resources" below).
Other income, net decreased $138,000 or 7.6% to $1.7 million for the year
ended December 31, 2000 from $1.8 million for the same period in 1999. This
decrease results from the write-off of certain deferred costs related to the
modification of the Company's Credit Agreements (see "Liquidity and Capital
Resources" below) and a decrease in interest income recorded by the Company.
Equity in net loss of unconsolidated entities decreased $825,000 or 21.7%
to $3.0 million for the year ended December 31, 2000 from $3.8 million for the
same period in 1999. The net loss results primarily from the following: (1) a
decrease in rental revenues as a result of the sale of two operating assets; (2)
impairment losses totaling $2.2 million recognized on land held for sale; (3)
carrying costs associated with an increase in land held for sale or future
development; and (4) the recording of a valuation allowance of $5.4 million on
deferred tax assets at JDN Development. These decreases and charges were offset
by operating increases in gains on land sales and reductions in expenses.
Net gain on real estate sales for the year ended December 31, 2000 of $14.7
million represents a net gain on the sale of 11 shopping center properties and
two vacant parcels of land. Net gain on real estate sales for the year ended
December 31, 1999 of $18.6 million represents a net gain on the sales of five
shopping center properties.
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 during all
of 1999 and 1998 (the "1999 Disposition Properties") and two were under
development and operational for only a portion of 1998, and are included in the
99/98 Development Properties. As indicated below, the Company's results of
operations 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 $48,000 or 41.0% to $69,000 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.
32
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.
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 $8.9 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.
Other income, net increased $873,000 or 92.4% to $1.8 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.
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.
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
33
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 included the
following:
. 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. These Supercenter
sales closed in June 2000. The Company and JDN Development recorded all charges
related to this matter in the fourth quarter of 1999.
Impairment Losses
During 2000, the Company recorded impairment losses of approximately $18.9
million and JDN Development recorded impairment losses of $5.2 million. Of the
amount the Company recorded, approximately $9.8 million relates to operating
shopping centers that are being actively marketed for sale or already sold,
approximately $5.5 million relates to operating shopping centers currently in
use, $2.1 million relates to non-operating real estate and $1.5 million relates
to an impaired mortgage note receivable. All amounts recorded at JDN
Development relate to non-operating real estate. Additional impairment losses
may be recognized in the future as the Company looks to the disposition of
operating shopping center properties and the sale of various parcels of land
adjacent to its operating properties as a significant source of funding
development activities.
Funds From Operations
Funds from operation ("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 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:
34
Years Ended December 31,
2000 1999 1998
------------------------------------------------
(in thousands)
Net income attributable to common shareholders $ 18,809 $ 48,363 $ 39,339
Depreciation of real estate assets 19,181 20,739 15,854
Amortization of tenant allowances and tenant improvements 258 220 178
Amortization of deferred leasing commissions 564 531 283
Impairment losses on shopping centers held for sale 15,409 90 -
Net gain on real estate sales (14,712) (18,627) (379)
Adjustments related to activities in unconsolidated entities (1,764) 877 860
------------------------------------------------
FFO $ 37,745 $ 52,193 $ 56,135
================================================
Development
The Company's primary business has historically been to develop
shopping centers anchored by retailers such as, for example, Lowe's and Wal-
Mart. The Company and JDN Development have also historically developed for other
retailers such as Kohl's, Kroger and PetsMart. Further, the Company and JDN
Development are involved in development activities with 10 different secondary
anchor tenants such as Best Buy and Bed, Bath and Beyond. The Company and JDN
Development expect to continue to pursue development opportunities with
retailers with which they have traditionally worked while broadening the tenant
and product mix to include grocers and grocery anchored shopping centers.
Management intends to become more selective in the development projects it
approves with a focus on location characteristics in high barrier-to-entry
markets with demographic attributes that allow for net operating income growth
over time.
As a result of management adopting more selective criteria when
considering new developments, along with other factors, such as cost of capital,
management changes and changing relations with retail customers, the Company
expects that the volume of new development projects will decrease over the next
12 to 18 months. This reduction in activity may cause the rate of historical
growth in revenues to decrease and income from land sales and development fees
at JDN Development to decrease. These decreases could affect the Company's
ability to increase its dividend to shareholders from its current level.
Leasing and Tenant Information
The properties of the Company and JDN Development were 95.8% leased as
of December 31, 2000, 95.2% leased as of December 31, 1999 and 96.4% leased as
of December 31, 1998. The increase from 1999 to 2000 is primarily attributable
to the leasing of a portion of a previously vacant anchor space at one of the
Company's shopping center properties. 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, and to vacancies at newly developed
shopping centers and shopping centers with unleased space acquired by the
Company as redevelopment opportunities. The 61 properties that the Company and
JDN Development owned and operated for all of 1999 and 2000 were 96.8%, 95.4%
and 96.8% leased as of December 31, 2000, 1999 and 1998, respectively.
The Company derives the majority of its rental income and development
activities from the retail industry; and as such, is exposed to adverse trends
or events affecting segments of the retail
35
industry. As of December 31, 2000, the Company and JDN Development were exposed
to the following segments of the retail industry:
Percentage of
Type Annualized Base Rent
---------------------------------------------------------------------------
Home Improvement 17.9%
Supermarket 13.8%
Discount 9.0%
Restaurant 8.1%
Discount Department Stores 4.3%
Apparel 3.9%
Home Goods 3.6%
Theatre 3.2%
Office Supplies 2.9%
Drug Store 2.3%
The Theatre segment is currently experiencing the fallout of
aggressive expansion of new, multi-screen facilities. Recently, several
companies' operating theatres have filed for protection under Chapter 11 of the
bankruptcy code. Of the Company's six leases with theatre companies, three are
with companies who have filed for Chapter 11 protection representing 2.5% of
Annualized Base Rent. As of March 16, 2001, two of these leases have been
modified for rental rate reductions totaling approximately $1.1 million, one of
which has been approved by the bankruptcy court. The third lease also has not
been assumed, but currently has no provision for rental rate reduction.
Rejection of one or more of these leases or modification resulting in rate
reductions could have an adverse effect on the Company's results of operations
in future periods.
Liquidity and Capital Resources
Sources and Uses of Funds
-------------------------
Historically, the Company's primary sources of funds have been cash
provided by operating activities, proceeds from lines of credit, term debt,
secured mortgage notes payable, debt and equity offerings, and 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, leasing costs 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 2000, the Company incurred $33.6 million in development costs,
invested $19.9 million in partnerships that were formed to develop shopping
center properties and advanced $76.1 million to JDN Development to fund its
development and redevelopment activities. To fund these development activities,
the Company and JDN Development sold all or portions of 13 shopping centers and
two vacant parcels of land for net proceeds of approximately $99.5 million and
$18.8 million respectively. In addition, the Company utilized approximately
$40.5 million of the proceeds held by a qualified intermediary in connection
with a Section 1031 tax-free deferred exchange to fund its development
activities.
36
During the first quarter of 2000, the Company repurchased a total of
423,500 shares of its common stock for approximately $6.8 million at an average
price of approximately $16.13 per share under a share repurchase program that
has since been discontinued.
Indebtedness
------------
As of December 31, 2000, the Company's indebtedness consisted of the
following:
Percent
Principal Interest Maturity of Total Months to
Balance Rate Date Indebtedness Maturity
-------------- ----------- ----------- ------------- -----------
(in thousands)
Fixed Rate
Mortgage note payable - Denver, Colorado $ 21,627 6.81% 17-Jul-01 3.7% 7
MandatOry Par Put Remarketed Securities (1) 75,000 6.67%(2) 31-Mar-03 13.1% 27
Mortgage note payable- Richmond, Kentucky 5,990 8.00%(3) 1-Dec-03 1.0% 35
Seven Year Notes 74,873 7.10%(2) 1-Aug-04 13.0% 43
Ten Year Notes 84,824 7.23%(2) 1-Aug-07 14.8% 79
Mortgage note payable- Milwaukee, Wisconsin 4,471 7.75% 1-Aug-09 0.8% 103
Mortgage note payable- Jackson, Mississippi 6,696 9.25%(4) 1-Mar-17 1.2% 194
Mortgage note payable- Marietta, Georgia 10,746 7.66%(2) 15-Nov-17 1.9% 203
Mortgage note payable- Lilburn, Georgia 12,420 6.70%(2) 10-Feb-18 2.2% 205
Mortgage note payable- Woodstock, Georgia 11,679 6.55%(2) 15-Apr-18 2.0% 208
Mortgage note payable- Hendersonville, Tennessee 10,550 7.66%(2) 15-Jan-19 1.8% 217
Mortgage note payable- Alpharetta, Georgia 13,265 6.62%(2) 15-Apr-19 2.3% 220
-------------- ----------- -------------- -----------
332,141 7.09% 57.8% 80
Floating Rate (6)
Secured Term Loan 100,000 10.67%(5) 14-Jun-01 17.4% 5
Secured Line of Credit 142,000 10.92%(5) 14-Jun-01 24.8% 5
-------------- ----------- -------------- -----------
242,000 10.82% 42.2% 5
-------------- ----------- -------------- -----------
$ 574,141 8.66% 100.0% 48
============== =========== ============== ===========
(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 is adjusted on December 1 of each year.
(4) The note can be prepaid after March 1, 2002 with 90 days written notice to
the Lender. The Company will not incur any prepayment penalties in
association with the loan prepayment after this date.
(5) Represents stated rate of LIBOR plus 2.25% plus amortization of deferred
loan costs.
(6) Floating rate debt exposure is limited through investment in financial
derivatives. As of December 31, 2000, $150 million of the $232 million was
hedged with a LIBOR cap of 7.25% on $100 million which was terminated by the
Company upon closing of the 2001 Credit Agreement and a $50 million swap
with a fixed rate of 6.485% which expired on January 1, 2001.
As a result of the undisclosed compensation and related party
transactions discussed elsewhere in this report, from April 14, to May 23, 2000
the Company was deemed to be in default under the credit agreements related to
its then existing primary line of credit and term loan. On May 23, 2000, the
Company entered into 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 it replaced included the following:
. Reduced maximum borrowings allowed from $200.0 million to $175.0
million;
. 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%;
. 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
37
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 then existing term loan to, among other
things:
. Increase the borrowing rate from LIBOR plus 1.40% to LIBOR plus 2.50%;
. Change the maturity date from February 2002 to June 2001; and
. Change the facility from unsecured to secured.
In the fourth quarter of 2000, the Company executed a Consent and First
Amendment to the Second Amended and Restated Credit Agreement for the Secured
Line of Credit and a similar Amendment for the Secured Term Loan (the
"Amendments"), each effective as of September 30, 2000. The Amendments modified
the Secured Credit Agreements as follows:
. Reduced the borrowing rate from LIBOR plus 2.50% to LIBOR plus 2.25%;
. Modified the definition of Secured Debt to include all debt secured by
real property; and
. Modified the provisions for Replacement Properties (as defined in the
Secured Credit Agreement).
On March 29, 2001, the Company closed a Third Amended and Restated Master
Credit Agreement with Fleet National Bank as Agent (the "2001 Credit
Agreement"), replacing the existing Secured Credit Agreements. The 2001 Credit
Agreement provides for maximum borrowings of $300.0 million, comprised of a
$150.0 million revolving credit facility and a $150.0 million term loan. Loans
made pursuant to the 2001 Credit Agreement will initially bear interest at LIBOR
plus 2.00% and will range from LIBOR plus 1.75% to LIBOR plus 2.25% based on
Company leverage and credit quality. The 2001 Credit Agreement matures December
31, 2002.
The 2001 Credit Agreement provides that the loans thereunder will be
initially secured by first priority security interests in 52 properties valued
at approximately $512.3 million. The Company may, however, add, remove or
substitute certain of its other properties as Borrowing Base Properties subject
to the conditions set forth in the 2001 Credit Agreement. The 2001 Credit
Agreement contains certain requirements for each property within the Borrowing
Base Properties and certain value and occupancy requirements for the Borrowing
Base Properties in the aggregate.
The 2001 Credit Agreement contains financial covenants including, but not
limited to, a liabilities-to-assets ratio, fixed charges coverage ratios and a
net worth covenant. In addition, the 2001 Credit Agreement restricts, subject to
certain exceptions, the amount of distributions to the Company's shareholders to
95% of the Company's Funds From Operations (as defined in the 2001 Credit
Agreement). The Company incurred fees and expenses associated with the closing
of the 2001 Credit Agreement of approximately $4.9 million.
During 2000, the Company entered into a two-year forward interest rate cap
on $100.0 million of its floating rate debt. The cap effectively limited the
floating one-month LIBOR rate on its Secured Term Loan to 7.25% or less over a
two-year period. Upon closing of the 2001 Credit Agreement, the Company entered
into an interest rate swap agreement with a notional amount of $150.0 million
that effectively fixes the underlying LIBOR rate at 4.62%.
Future Sources and Uses of Funds
--------------------------------
The most significant expected use of capital for the Company is its
development activities. As of December 31, 2000, the Company, JDN Development
and affiliated entities had 25 projects under construction and intend to
commence construction during 2001 on approximately five additional projects.
38
The Company expects that the capital required to fund the future costs of these
30 projects, net of estimated construction reimbursements and expected land
sales to retailers who will build and own their space in these projects, is
approximately $162.5 million. These future costs are expected to be incurred
during the remainder of 2001 and 2002. This projected capital requirement
includes a number of assumptions including commitments by secondary anchor
tenants. If some or all of these tenants do not execute leases, management
anticipates that the amount required to finance these projects will be less.
Another potential use of capital is the satisfaction of any liabilities
arising out of pending litigation and governmental proceedings. As noted in
Note 19, the Company is a party to certain litigation and government regulatory
proceedings and may become subject to additional litigation or proceedings in
the future. These matters may result in liabilities, fines, penalties or other
remedies that, if material, could adversely affect the Company's financial
condition, future results of operations and liquidity.
The Company believes that cash provided by operating activities will be
sufficient to fund its required distributions to shareholders (95% of taxable
income for the year ended December 31, 2000 and 90% of taxable income for each
year thereafter), improvements to the Company's operating shopping centers,
leasing costs and scheduled debt amortization.
The Company has historically utilized the public debt and equity markets to
fund its development activities. However, the Company believes that it will be
unable to issue unsecured debt, common stock or preferred stock as a result of,
among other things, unfavorable capital markets for the foreseeable future.
Also, because of the delay in filing the Company's Annual Report on Form 10-K
for the year ended December 31, 1999, and the delay in filing the Company's
Quarterly Report on Form 10-Q for the three months ended March 31, 2000, the
Company is not currently eligible to issue securities under its Form S-3 and
will not be eligible to use Form S-3 until it has made timely filings of
periodic reports with the SEC for at least twelve calendar months after August
2000. Therefore, even if capital markets were to become more favorable for the
issuance of securities, public issuances of debt or equity securities before
August 2001 would be costly and require significant time to consummate.
Furthermore, the Company is limited on the amount of debt that may be
outstanding at any given time. Under the applicable indentures for its MOPPRS,
Seven Year Notes and Ten Year Notes, and the 2001 Credit Agreement, the Company
is limited in the amount of secured debt it may have outstanding to 40% of its
Consolidated Total Assets, as defined. As of December 31, 2000, the Company's
ratio of Secured Debt to Consolidated Total Assets was 28%. Under the 2001
Credit Agreement, the Company is limited in the amount of total debt it may have
outstanding to 60% of Total Consolidated Assets, as defined. As of December 31,
2000, the Company's ratio of total debt to Total Consolidated Assets, as
defined, was 49.6%. The company is also restricted on additional indebtedness in
its interest coverage and fixed charges coverage ratios in the 2001 Credit
Agreements. Therefore, the Company has only a limited ability to fund its
development projects with proceeds from additional indebtedness.
The Company and JDN Development expect the sale of all or portions of
operating shopping center properties in addition to the sale of various parcels
of land adjacent to its operating properties to be the primary source of capital
for the Company to fund its development needs and certain other uses of funds
noted above. In addition, the Company expects funds from the sale of its
properties in 2000 and 2001 to be used to satisfy potential liabilities arising
out of pending litigation, governmental proceedings and settlement agreements
with respect to certain undisclosed transactions. During 2000, the Company and
JDN Development sold all or portions of 13 shopping center properties and two
parcels of land for gross proceeds of approximately $118.3 million. As of
December 31, 2000, the Company and JDN Development were negotiating the sale of
all or portions of 23 shopping centers with an aggregate net book value of
approximately $114.2 million for estimated aggregate proceeds of approximately
$134.3 million, 11 of which were subject to definitive agreements at that date.
The Company expects that most of these properties will be sold in 2001 and the
first half of 2002. As of March 21, 2001, the Company had closed on the sale of
three of these shopping center properties for net proceeds of approximately
$22.1 million. The Company expects to begin marketing for sale additional
shopping centers that are expected to close after the first half of 2001. The
closing of the dispositions is dependent upon, among other things, completion of
due diligence and the ability of some of the
39
purchasers to successfully obtain financing. Therefore, there can be no
assurance that any of these transactions will close when expected or at all, and
there can be no assurance that, if closed, the disposition transactions will
produce sufficient liquidity to enable the Company to fund its planned
development projects.
The Company also expects to obtain construction loans on certain
development projects to help fund its expected development expenditures. The
ability to obtain construction loans will be dependent upon a number of factors,
including achievement of adequate pre-leasing of the project and satisfaction of
any environmental, title or other issues with respect to the underlying real
estate.
The Company has engaged a financial advisor in the implementation of
the Company strategy and in particular, assistance with financing alternatives.
These alternative means could include, for example, the formation of joint
ventures with institutional investors or other partners with available capital
at attractive rates.
Management believes that proceeds from asset sales, construction loans
and any additional capital identified by its financial advisor will provide the
additional funding necessary to complete its current development pipeline.
However, if the Company is unsuccessful in raising capital adequate to fund its
development activities, it will be required to discontinue the funding of some
or all of its projects and will 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, FFO and the Company's ability to continue the level of its
current distributions to holders of its common stock.
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 net capital gains). Management believes
that the Company will be able to meet this requirement in 2001 with cash
provided by operating activities.
As of December 31, 2000, the Company's indebtedness requires the
following payments in the future:
Percent of Debt
Year Total Expiring
----------------------------------------------------------------------------
2001 $ 266,048 46.3%
2002 2,604 0.5%
2003 83,286 14.5%
2004 77,689 13.5%
2005 3,271 0.6%
2006 3,259 0.6%
2007 88,294 15.4%
2008 3,770 0.7%
2009 3,543 0.6%
2010 3,622 0.6%
Thereafter 38,755 6.7%
-------------- --------------------
$ 574,141 100.0%
============== ====================
With the closing of the 2001 Credit Agreement, the Company has
refinanced $242.0 million of the $266.0 million of its indebtedness maturing in
2001. The Company is negotiating to refinance a $21.6 million mortgage note
payable secured by a shopping center in Denver, Colorado which matures July 17,
40
2001. The Company expects this refinancing to close on or before the maturity
date of this indebtedness. 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. There can be no assurance,
however, that the debt or equity 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, 2000, the Company had one interest rate swap
agreement and one interest rate cap agreement as described below:
Strike Effective Termination Value at
Description of Agreement Notional Amount Price Date Date 12/31/00 (1)
------------------------------ -------------------- ------------ ------------- ---------------- -----------------
LIBOR, 30-day "Rate Swap" $ 50,000,000 6.485% 2/11/97 1/1/01 $ 13,000
LIBOR, 30-day "Rate Cap" $ 100,000,000 7.250% 8/21/00 (2) 8/21/02 $ 26,000
(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 $396,000 fee.
In conjunction with the closing of the 2001 Credit Agreement, the
Company terminated the interest rate cap agreement that was due to expire in
August 2002 and entered into an interest rate swap agreement at a strike price
of 4.62% on $150.0 million of the Company's floating rate debt. The swap will
expire on December 31, 2002.
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, 2000
(see "Indebtedness" above), a hypothetical immediate 1.0% increase in interest
rates would decrease future annual earnings by approximately $1.1 million, cash
flows by approximately $1.4 million and fair value of debt by approximately
$10.1 million. Based upon consolidated indebtedness and interest rates at
December 31, 1999, 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.
41
Contingencies
In February 2000, the Company announced that it had discovered undisclosed
compensation arrangements with two executive officers of JDN Development,
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. As a result of this
discovery, a special committee of the Board of Directors was formed to, among
other things, conduct an inquiry into these matters. As a result of the above
investigation, the two executive officers of JDN Development, the Chairman and
Chief Executive Officer of the Company and the Company's Chief Financial Officer
resigned in 2000.
Since the Company's announcement of the undisclosed transactions mentioned
above, a number of lawsuits have been filed against the Company. 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.
Certain class actions filed in federal court allege violations of the
federal securities laws asserting 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 common and preferred stock
at artificially inflated prices. Included in the class actions is a lawsuit
which names among the defendants certain underwriters involved in the preferred
stock offering by the Company in 1998 (the "Preferred Stock Class Action").
The Preferred Stock Class Action raises allegations similar to those raised in
the other class action cases, but it is based on purported misrepresentations or
omissions in the Company's registration statement and prospectus in connection
with the 1998 offering. The plaintiffs in these lawsuits seek compensatory
damages of an indeterminate amount, interest, attorneys' fees, experts' fees and
other costs and disbursements. On April 17, 2000, the federal court entered an
order consolidating the various class actions in the United States District
Court for the Northern District of Georgia ("Consolidated Class Actions"). On
June 13, 2000, the federal court entered an order appointing Clarion-CRA
Securities lead plaintiff and the law firm of Chitwood & Harley as lead
plaintiff's counsel. On February 13, 2001, plaintiffs in the Preferred Stock
Class Action purported to amend their complaint to add Waller, Lansden, Dortch &
Davis, PLLC, the Company's securities counsel, as a defendant. The purported
amendment was not filed by the lead plaintiff and the Company intends to file a
motion to strike the purported amendment as improper.
A class action lawsuit was also 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 for damages which
these plaintiffs allege should have been paid to the class as dividends. The
original complaint contained claims of common law fraud, conversion and
purported violations of Georgia's Racketeer Influenced and Corrupt Organizations
Act, but the fraud count has now been dropped by way of an amended complaint
recently filed by the plaintiffs. The plaintiffs seek compensatory and punitive
damages, attorneys' fees and expenses, interest and equitable relief. The case
was removed to federal court, but has now been remanded back to Superior Court,
where it is currently pending.
Lawsuits have also been filed against the Company as a nominal defendant,
as well as individual defendants J. Donald Nichols, Elizabeth L. Nichols, Craig
Macnab, Philip G. Satre, William G. Byrnes, Haywood D. Cochrane, Jr., William B.
Greene, Jeb L. Hughes, C. Sheldon Whittelsey, IV and William J. Kerley in the
United States District Court for the Northern District of Georgia, Atlanta
Division and in Fulton County Superior Court. Each of the named individuals is
a current or former officer or director of the Company or JDN Development. A
similar suit has now been filed in State Court of Fulton County naming Ernst &
Young, LLP, the Company's auditors, in addition to the above-referenced
defendants. The plaintiffs purport to bring these suits as derivative actions.
The complaints allege that the individual defendants, from 1994 through 1999,
violated certain duties in connection with the previously undisclosed
compensation arrangements. The complaints also allege claims for breach of
fiduciary duty, abuse of
42
control, waste of corporate assets, unjust enrichment and gross mismanagement.
The plaintiffs, on behalf of the Company, seek injunctive relief, compensatory
and punitive damages and disgorgement of all profits and gains by the individual
defendants.
The Company believes that it has meritorious defenses to the claims brought
in the lawsuits described above, 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 is also subject to a formal order of investigation initiated by
the SEC as of August 2, 2000. Pursuant to this order, the Company has
voluntarily provided certain documents and other information to the SEC
regarding the compensation arrangements, unauthorized benefits and related party
transactions mentioned above. By letter dated March 5, 2001, the SEC staff
advised the Company that it intended to recommend that the SEC institute a
proceeding against the Company. The Company continues to cooperate fully with
the SEC staff in order to resolve this matter as expeditiously as practicable.
Management of the Company does not expect that the resolution of this matter
will have a material adverse effect on the Company's business, financial
condition or results of operation. However, the Company is unable to predict
with certainty the timing or ultimate outcome of this matter.
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 Gwinnett 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 has filed defensive pleadings denying
liability, and discovery is now being conducted by both sides.
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 judgement 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 incurred 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. During 2000, the
Company expensed approximately $3.2 million in legal and professional fees
related to the special investigation, class action lawsuit and SEC inquiry. 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 SEC, the NYSE, IRS or any other regulatory body.
Federal Income Tax Legislative Developments
In 1999, legislation was enacted which contained several provisions
affecting REITs. The new provisions became effective January 1, 2001 and
significantly modify the REIT-related provisions of the Code. In addition to the
provisions that directly affect the Company (discussed below), the legislation
43
also contained provisions relating 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 REIT asset tests are modified 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. A taxable REIT
subsidiary will be subject to regular federal income tax, and state and local
income tax where applicable, as a regular "C" corporation. The value of the
securities of all taxable REIT 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 redetermined to
be excessive. However, rent received by a REIT will 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.
After considering the new investment limitations and taxable REIT
subsidiary provisions, the Company and JDN Development have jointly elected to
treat JDN Development as a taxable REIT subsidiary effective January 1, 2001. In
addition, effective January 1, 2001, the Company acquired the remaining voting
stock in JDN Development and, therefore, owns 100% of the capital stock of JDN
Development. The Company will consolidate JDN Development's operations in its
financial statements effective with the first reporting period in 2001.
Distribution Requirements
-------------------------
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). This required distribution is reduced 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.
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 determination
will now be made by comparing the fair market value of the personal property to
the fair market value of the real and personal property.
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
44
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.
45
Item 7A. Quantitative and Qualitative Disclosures About Market Risk
Information on quantitative and qualitative disclosure about market risk
are included in Part II, Item 7 of this Annual Report on Form 10-K under the
caption "Management's Discussion and Analysis of Financial Condition and Results
of Operations - Liquidity and Capital Resources - Derivatives and Market Risk."
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.
46
PART III
Item 10. Directors and Executive Officers of the Registrant
The information relating to Directors of the Company set forth in the
Company's Proxy Statement relating to the 2001 Annual Meeting of Shareholders
under the caption "Election of Directors" is incorporated herein by reference.
The information relating to Executive Officers of the Company is included
in Part I, Item 1 of this annual report on Form 10-K under the caption
"Executive Officers of the Registrant."
The information relating to Section 16(a) beneficial ownership reporting
compliance set forth in the Company's Proxy Statement relating to the 2001
Annual Meeting of Shareholders under the caption "Security Ownership of Certain
Beneficial Owners and Management" is incorporated herein by reference.
Item 11. Executive Compensation
The information set forth in the Company's Proxy Statement relating to the
2001 Annual Meeting of Shareholders under the caption "Executive Compensation"
is incorporated herein by reference.
Item 12. Security Ownership of Certain Beneficial Owners and Management
The information set forth in the Company's Proxy Statement relating to the
2001 Annual Meeting of Shareholders under the caption "Security Ownership of
Certain Beneficial Owners and Management" is incorporated herein by reference.
Item 13. Certain Relationships and Related Transactions
The information set forth in the Company's Proxy Statement relating to the
2001 Annual Meeting of Shareholders under the caption "Certain Relationships and
Related Transactions" is incorporated herein by reference.
47
PART IV
Item 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K
(a) Index to Financial Statements, Financial Statement Schedules and
Exhibits
(1) Financial Statements
The following financial statements are included in and filed pursuant
to Part II, Item 8 and are included herein on the pages indicated:
Consolidated balance sheets - December 31, 2000 and 1999.................................. F-1
Consolidated statements of income - Years ended
December 31, 2000, 1999, and 1998............................................... F-2
Consolidated statements of shareholders' equity - Years ended
December 31, 2000, 1999, and 1998............................................... F-3
Consolidated statements of cash flows - Years ended
December 31, 2000, 1999, and 1998................................................ F-4
Notes to consolidated financial statements................................................ F-5
Report of Ernst & Young LLP, Independent Auditors......................................... F-22
(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-23
Schedule III - Real Estate and Accumulated Depreciation................................... F-24
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 Amendment No. 1 to the Amended and Restated Bylaws
of the Company
3.4 Form of Articles Supplementary of JDN Realty
Corporation classifying the 9 3/8% Series A
Cumulative Redeemable Preferred Stock (14)
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)
48
4.5 Form of 6.95% Global Note due August 1, 2007 (8)
4.6 Form of Articles Supplementary of JDN Realty
Corporation classifying the 9 3/8% Series A
cumulative Redeemable Preferred Stock (14)
10.1 JDN Realty Corporation 1993 Incentive Stock Plan, as
amended (17)
10.2 JDN Realty Corporation 1993 Non-Employee Director
Stock Option Plan, as amended (17)
10.3 JDN Realty Corporation Long-Term Incentive Plan (17)
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 (13)
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)
49
10.20 JDN Realty Corporation 1995 Employee Stock Purchase
Plan, as amended (17)
10.21 Employment Agreement by and between J. Donald Nichols
and JDN Realty Corporation, dated as of December 1,
1996 (11)
10.22 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 (17)
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 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 (17)
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 (17)
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, and ALA Associates, Inc., Jeb L.
Hughes and C. Sheldon Whittelsey, IV (17)
10.32 Third Amended and Restated Master Credit Agreement
dated as of March 29, 2001 among JDN Realty
Corporation and Fleet National Bank as Agent
10.33 Amendment No. 2 to JDN Realty Corporation 1993
Non-Employee Director Stock Option Plan (19)
10.34 Agreement dated July 26, 2000 between JDN Realty
Corporation and Elizabeth L. Nichols regarding
termination of Employment Agreement by and between
Elizabeth L. Nichols and JDN Realty Corporation dated
as of December 1, 1996 (18)
10.35 Employment Agreement by and between Craig Macnab and
JDN Realty Corporation dated as of November 17, 2000
10.36 Employment Agreement by and between Lee S. Wielansky
and JDN Development Company, Inc. dated as of
November 27, 2000
10.37 Agreement dated September 5, 2000 and related
Consulting Agreement dated October 2, 2000 between
JDN Development Company, Inc. and W. Fred Williams
regarding termination of Employment Agreement by and
between W. Fred Williams and JDN Development Company,
Inc.
50
10.38 Amendment No. 3 to JDN Realty Corporation 1993
Non-Employee Director Stock Option Plan
10.39 Amendment No. 1 to JDN Realty Corporation 1993
Incentive Stock Plan.
12 Ratio of Earnings to Fixed Charges
21 Subsidiaries of the Registrant
99.1 Federal Income Tax 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.
(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.
51
(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.
(17) Filed as an exhibit to the Company's filing on Form 10-K for
the year ended December 31, 1999, previously filed pursuant to
the Securities Exchange Act of 1934 and hereby incorporated
herein by reference.
(18) Filed as an exhibit to the Company's quarterly report on Form
10-Q for the quarter ended June 30, 2000, previously filed
pursuant to the Securities Exchange Act of 1934 and hereby
incorporated herein by reference.
(19) Filed as an exhibit to the Company's quarterly report on Form
10-Q for the quarter ended September 30, 2000, previously
filed pursuant to the Securities Exchange Act of 1934 and
hereby incorporated herein by reference.
52
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 as amended
(Exhibit 10.20)
18. JDN Realty Corporation Dividend Reinvestment and Stock Purchase Plan
(Exhibit 10.19)
19. Amendment No. 2 to JDN Realty Corporation 1993 Non-Employee Director
Stock Option Plan (Exhibit 10.33)
20. Agreement dated July 26, 2000 between JDN Realty Corporation and
Elizabeth L. Nichols regarding termination of Employment Agreement by
and between Elizabeth L. Nichols and JDN Realty Corporation dated as of
December 1, 1996 (Exhibit 10.34)
21. Employment Agreement by and between Craig Macnab and JDN Realty
Corporation dated as November 17, 2000 (Exhibit 10.35)
22. Employment Agreement by and between Lee S. Wielansky and JDN
Development Company, Inc. dated as of November 27, 2000 (Exhibit 10.36)
53
23. Agreement dated September 5, 2000 and related Consulting Agreement
dated October 2, 2000 between JDN Development Company, Inc. and W. Fred
Williams regarding termination of Employment Agreement by and between
W. Fred Williams and JDN Development Company, Inc. (Exhibit 10.37)
24. Amendment No. 3 to JDN Realty Corporation 1993 Non-Employee Director
Stock Option Plan (Exhibit 10.38)
25. Amendment No. 1 to JDN Realty Corporation 1993 Incentive Stock Plan
(Exhibit 10.39)
(b) Reports on Form 8-K
During the three months ended December 31, 2000, the Company did not
file any reports on Form 8-K.
(c) Exhibits
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.
54
Item 8
------
FINANCIAL STATEMENTS AND SUPPLEMENTAL DATA
------------------------------------------
Item 14(d)
----------
FINANCIAL STATEMENT SCHEDULES
-----------------------------
55
JDN REALTY CORPORATION
CONSOLIDATED BALANCE SHEETS
December 31,
--------------------------------
(dollars in thousands, except per share data) 2000 1999
-----------------------------------------------------------------------------------------------------------------------
ASSETS
Shopping center properties, at cost:
Land $ 208,653 $ 191,823
Buildings and improvements 626,042 666,465
Property under development 45,020 104,609
--------------------------------
879,715 962,897
Less: accumulated depreciation and amortization (80,113) (71,551)
--------------------------------
Shopping center properties, net 799,602 891,346
Cash and cash equivalents 9,277 2,076
Proceeds receivable from deferred exchange - 40,476
Rents receivable, net of allowance for doubtful accounts of $732
and $714 in 2000 and 1999, respectively 11,200 10,272
Investments in and advances to unconsolidated entities:
JDN Development Company, Inc. 193,523 121,095
Other 53,276 33,343
Deferred costs, net of amortization 6,039 5,099
Other assets 11,046 13,088
--------------------------------
$ 1,083,963 $ 1,116,795
================================
LIABILITIES AND SHAREHOLDERS' EQUITY
Liabilities
Unsecured notes payable $ 234,697 $ 234,635
Lines of credit and term loan 242,000 235,000
Mortgage notes payable 97,444 101,247
Accounts payable and accrued expenses 14,558 16,328
Other liabilities 5,151 9,500
--------------------------------
Total liabilities 593,850 596,710
Third party investors' interest 3,504 4,256
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
2000 and 1999, respectively 20 20
Common stock, par value $.01 per share - authorized 150,000,000 shares,
issued and outstanding 32,867,354 and 33,401,468 shares in 2000 and
1999, respectively 329 334
Paid-in capital 489,289 518,504
Accumulated deficit (3,029) (3,029)
--------------------------------
486,609 515,829
--------------------------------
$ 1,083,963 $ 1,116,795
================================
See accompanying notes.
F-1
JDN REALTY CORPORATION
CONSOLIDATED STATEMENTS OF INCOME
Years Ended December 31,
-----------------------------------------------
(in thousands, except per share data) 2000 1999 1998
--------------------------------------------------------------------------------------------------------------------------------
Revenues:
Minimum and percentage rents $ 91,438 $ 92,964 $ 71,191
Recoveries from tenants 12,705 13,205 10,003
Other revenue 1,907 69 117
-----------------------------------------------
Total revenues 106,050 106,238 81,311
Operating expenses:
Operating and maintenance 8,736 8,338 6,439
Real estate taxes 6,730 6,979 5,316
General and administrative 8,574 8,130 7,105
Corporate investigation and legal costs 3,159 - -
Severance expense 3,711 - -
Impairment losses 18,882 90 -
Depreciation and amortization 20,735 22,047 16,824
Tenant settlement expense - 5,610 -
-----------------------------------------------
Total operating expenses 70,527 51,194 35,684
-----------------------------------------------
Income from operations 35,523 55,044 45,627
Other income (expense):
Interest expense, net (25,220) (18,423) (9,454)
Other income, net 1,680 1,818 945
Equity in net income (loss) of unconsolidated entities (2,976) (3,800) 3,379
-----------------------------------------------
Income before minority interest in net income of
consolidated subsidiaries and net gain on real estate sales 9,007 34,639 40,497
Minority interest in net income of consolidated subsidiaries (222) (215) (196)
-----------------------------------------------
Income before net gain on real estate sales 8,785 34,424 40,301
Net gain on real estate sales 14,712 18,627 379
-----------------------------------------------
Net Income 23,497 53,051 40,680
Dividends to preferred shareholders (4,688) (4,688) (1,341)
-----------------------------------------------
Net income attributable to common shareholders $ 18,809 $ 48,363 $ 39,339
===============================================
Net income per common share:
Basic $ 0.58 $ 1.46 $ 1.28
===============================================
Diluted $ 0.58 $ 1.44 $ 1.26
===============================================
Dividends per common share $ 1.295 $ 1.545 $ 1.413
===============================================
See accompanying notes.
F-2
JDN REALTY CORPORATION
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
Preferred Common Paid-in Accumulated
(in thousands, except per share data) Stock Stock Capital Deficit Total
--------------------------------------------------------------------------------------------------------------------------------
Balance, January 1, 1998 $ - $ 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
Issuances of common stock - 5 1,610 - 1,615
Retirement of restricted common stock - (6) (291) - (297)
Repurchases of common stock - (4) (6,839) - (6,843)
Distributions to preferred shareholders
($2.34 per share) - - - (4,688) (4,688)
Distributions to common shareholders
($1.30 per share) - - (23,695) (18,809) (42,504)
Net income - - - 23,497 23,497
-------------------------------------------------------------------
Balance, December 31, 2000 $ 20 $ 329 $ 489,289 $ (3,029) $ 486,609
===================================================================
See accompanying notes.
F-3
JDN REALTY CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
Years Ended December 31,
----------------------------------------
(in thousands) 2000 1999 1998
----------------------------------------------------------------------------------------------------------------------
Cash flows from operating activities
Net income $ 23,497 $ 53,051 $ 40,680
Adjustments to reconcile net income to net cash provided by
operating activities:
Depreciation 19,543 21,002 15,676
Amortization 3,499 2,507 1,758
Equity in net income of unconsolidated entities 2,976 3,800 (3,379)
Minority interest in net income of consolidated subsidiaries 222 215 196
Net gain on real estate sales (14,712) (18,627) (379)
Impairment losses 18,882 90 -
Tenant settlement expenses - 5,610 -
Changes in assets and liabilities:
Rents receivable (928) (3,164) (4,467)
Other assets 310 (515) (130)
Accounts payable and accrued expenses (1,235) (4,703) 3,766
Other liabilities 602 (470) 2,339
----------------------------------------
Net cash provided by operating activities 52,656 58,796 56,060
Cash flows from investing activities
Development of shopping center properties (33,639) (205,085) (159,590)
Purchases of shopping center properties - - (105,453)
Improvements to shopping center properties (2,134) (984) (1,507)
Proceeds from real estate sales 99,459 61,972 747
Net repayment of advances (to) from JDN
Development Company, Inc. (76,141) 26,875 (75,361)
Investments in unconsolidated entities (19,948) (33,343) -
Other (1,295) 2,197 (10,932)
----------------------------------------
Net cash used in investing activities (33,698) (148,368) (352,096)
Cash flows from financing activities
Proceeds from mortgages and notes payable - 61,254 1,060
Principal payments on mortgages and notes payable (2,744) (1,648) (532)
Proceeds from lines of credit 204,596 529,040 381,420
Principal payments on lines of credit (197,596) (442,559) (276,401)
Proceeds from issuance of unsecured notes payable - - 76,548
Proceeds from deferred exchange of properties 40,476 - -
Net proceeds from issuance of common stock - 11,225 101,011
Net proceeds from issuance of preferred stock - - 48,174
Repurchases of common stock (6,843) (6,995) -
Distributions to common shareholders (42,504) (51,835) (44,188)
Distributions to preferred shareholders (4,688) (4,688) (1,341)
Deferred financing costs (2,454) (2,072) (1,154)
Other - (74) -
----------------------------------------
Net cash provided by financing activities (11,757) 91,648 284,597
----------------------------------------
Increase (decrease) in cash and cash equivalents 7,201 2,076 (11,439)
Cash and cash equivalents at beginning of year 2,076 - 11,439
----------------------------------------
Cash and cash equivalents at end of year $ 9,277 $ 2,076 $ -
========================================
See accompanying notes.
F-4
JDN Realty Corporation
Notes to Consolidated Financial Statements
December 31, 2000
(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 retail shopping centers.
The Company's operating shopping centers and development projects are located in
19 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, its wholly-owned and majority-owned subsidiaries. All significant
intercompany balances and transactions have been eliminated.
Segment Reporting
The Company operates in one reportable segment, the development, ownership
and operation of retail properties, as defined in Statement of Financial
Accounting Standard ("SFAS") No. 131, Disclosures about the Segments of an
Enterprise and Related Information. Substantially all of the Company's assets,
revenues and income are derived from this segment.
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. The estimated
useful life for financial reporting purposes is 31.5 years. Expenditures for
maintenance and repairs are charged to operations as incurred. Renovations
which improve or extend the life of the related assets are capitalized.
As of December 31, 2000, the Company was negotiating the sale of 21
shopping center properties, with an aggregate net book value of $104,172 and an
aggregate Net Operating Income of $90,583. The Company expects that these
shopping center properties will be sold in 2001 and the first half of 2002.
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, calculated
using assumptions indicative of market conditions at the time impairment is
evident, 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. During 2000, the Company recorded impairment losses of
approximately $18,882, of which approximately $9,829 relates to operating
shopping centers held for sale and $5,491 relates to operating shopping centers
held for use.
F-5
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 $4,484 and $2,402 at December 31, 2000 and 1999, respectively.
The Company capitalizes certain internal and external costs incurred in the
development of computer software for internal use in accordance with Statement
of Position 98-1, Accounting for the Costs of Computer Software Developed or
Obtained for Internal Use. The Company capitalized software development costs
of $1,398 in 1999.
Other Assets
Included in other assets are notes receivable of $6,579 and $9,079 as of
December 31, 2000 and 1999 respectively.
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. Certain tenants pay incremental rental amounts based on
store sales and these percentage rentals are recognized as sales contingencies
are resolved.
The tenant base includes primarily national or regional retail chains and
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 on Real Estate Sales
Net gain on real estate sales relates to the sale of shopping center
properties and undeveloped parcels of land. In accordance with SFAS 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 records depreciation on shopping center properties
through 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 $9,444, $7,565 and $6,401 for the years ended December 31,
2000, 1999 and 1998, respectively. Interest payments totaled $45,051, $35,750
and $21,766 during the years ended December 31, 2000, 1999, and 1998,
respectively. Interest income totaled $14,209, $10,765 and $8,571 during the
years ended December 31, 2000, 1999 and 1998 respectively.
Interest Rate Protection Agreements
The Company utilizes 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. Prior to the adoption of SFAS No.
F-6
133, 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.
On January 1, 2001, the Company adopted SFAS No. 133, as amended by SFAS
No. 137 and No. 138 Accounting for Derivative Instruments and Hedging
Activities. This accounting standard requires companies to carry all derivative
instruments, including certain embedded derivatives, on the balance sheet at
fair value. The accounting for changes in the fair value of a derivative
instrument depends on whether it has been designated and qualifies as part of a
hedging relationship and, if so, the reason for holding it. The Company uses
only qualifying hedges that are designated specifically to reduce exposure to
interest rate risk. If in the future, the interest rate protection agreements
were terminated, the fair value would be recognized as expense upon termination.
In the event of early extinguishment of a designated debt obligation, the fair
value would be recognized as expense concurrent with the extinguishment. The
effect of adopting the SFAS No. 133 did not have a material effect on the
Company's consolidated financial statements.
Stock-Based Compensation
The Company uses the intrinsic value method 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 13 for pro forma disclosures using the
fair value method as described in SFAS 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% (or 90% after December 31, 2000) 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,
2000 1999 1998
------------------------------
Ordinary income $ 0.64 $1.38 $1.35
Return of capital
- - 0.06
Long-term capital gains 0.66 0.17 -
------------------------------
$ 1.30 $1.55 $1.41
==============================
Per Share Data
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 has been restated to reflect the stock split.
Cash and Cash Equivalents
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
F-7
reported in the consolidated financial statements and accompanying notes. Actual
results could differ from those estimates.
Reclassifications
Certain amounts as previously reported have been reclassified to conform to
the current year's presentation.
2. Unsecured Notes Payable
Unsecured Notes Payable consisted of the following:
December 31,
2000 1999
--------------------------------
Mandatory Par Put Remarketed Securities $ 75,000 $ 75,000
Seven Year Notes 74,873 74,838
Ten Year Notes 84,824 84,797
--------------------------------
$ 234,697 $ 234,635
================================
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.
3. Line of Credit and Term Loan
Line of Credit and Term Loan consisted of the following:
December 31,
2000 1999
---------------------------------------
Term Loan $ 100,000 $ 100,000
Line of Credit 142,000 135,000
---------------------------------------
$ 242,000 $ 235,000
=======================================
Through May 23, 2000, the Line of Credit represented a $200,000 unsecured
line of credit with a bank group, which was scheduled to mature in May 2002.
Through May 23, 2000, the Term Loan represented a $100,000 unsecured term loan
with a bank group, which was scheduled to mature in February 2002.
As a result of certain undisclosed transactions and lease discrepancies
discovered by the Company, it was determined that the Company had breached
certain non-financial and non-operating covenants contained in the credit
agreements underlying the Line of Credit and the Term Loan (collectively the
"Credit Agreements"). On March 2, 2000, the Company entered into a Continued
F-8
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 Line of Credit from February 14, 2000 until these
agreements expired on April 14, 2000. The Company incurred $531 in fees related
to the Continued Funding Agreement and the Interim Agreement.
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 Line of
Credit include the following:
. Reduced maximum borrowings allowed from $200.0 million to $175.0
million;
. 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%
through September 30, 2000, 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% after September 30, 2000), 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 52 properties with a net book value of approximately $440.3 million
at December 31, 2000. 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 were recorded as deferred financing
costs with the related amortization recorded as an adjustment to interest
incurred over the life of the Secured Credit Facilities. At December 31, 2000,
the Company had the ability to draw an additional $33,000 under the Secured Line
of Credit. The weighted average interest rate on amounts outstanding under the
Secured Line of Credit was 8.95%. At December 31, 2000, the weighted average
interest rate on amounts outstanding under the Secured Term Loan was 8.89%.
F-9
On March 29, 2001, the Company closed a Third Amended and Restated Master
Credit Agreement with Fleet National Bank as Agent (the "2001 Credit
Agreement"), amending and superseding its existing Secured Credit Agreements.
The 2001 Credit Agreement provides for maximum borrowings of $300.0 million,
comprised of a $150.0 million revolving credit facility and a $150.0 million
term loan. Loans made pursuant to the 2001 Credit Agreement will initially bear
interest at LIBOR plus 2.00% and will range from LIBOR plus 1.75% to LIBOR plus
2.25% based on Company leverage and credit quality. The 2001 Credit Agreement
matures December 31, 2002 which may be extended until January 1, 2003 provided
that the Company is in compliance with the terms of the agreement.
The 2001 Credit Agreement provides that the loans thereunder will remain
secured by first priority security interests, which were granted in connection
with the amendments to the Secured Credit Agreement in 2000, in the Borrowing
Base Properties (as defined in the 2001 Credit Agreement). At the closing of
the 2001 Credit Agreement, the Borrowing Base Properties consisted of 52
properties valued at approximately $512.3 million. The Company may, however,
add, remove or substitute certain of its other properties as Borrowing Base
Properties subject to the conditions set forth in the 2001 Credit Agreement. The
2001 Credit Agreement contains certain requirements for each property within the
Borrowing Base Properties and certain value and occupancy requirements for the
Borrowing Base Properties in the aggregate.
The 2001 Credit Agreement contains financial covenants including, but not
limited to, a liabilities-to-assets ratio, fixed charges coverage ratios and a
net worth covenant. In addition, the 2001 Credit Agreement restricts, subject to
certain exceptions, the amount of distributions to the Company's shareholders to
95% of the Company's Funds From Operations (as defined in the 2001 Credit
Agreement).
4. Mortgage Notes Payable
At December 31, 2000, the Company's Mortgage Notes Payable consisted of
nine amortizing notes payable secured by shopping center properties with an
aggregate net book value of $97,444. At December 31, 2000, the Mortgage Notes
Payable had a weighted average interest rate of 7.21%, aggregate monthly
payments of principal and interest of $824 and maturities beginning in July 2001
and continuing through April 2019.
5. Debt Maturities
As of December 31, 2000, principal payments on the Company's Unsecured
Notes Payable, Secured Line of Credit, Secured Term Loan, and Mortgage Notes
Payable were due as follows:
Year ending December 31,
--------------------------------------------------------------------------------
2001 $ 266,048
2002 2,604
2003 83,286
2004 77,689
2005 3,271
Thereafter 141,243
-------------
$ 574,141
=============
In March 2001, the Company refinanced $242.0 million of the $266.0 million
maturing in 2001.
F-10
6. Fair Value of Financial Instruments
The Company maintains an interest rate swap agreement and an interest rate
cap agreement 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
terminates on January 1, 2001. Under the terms of the interest rate cap
agreement, the Company will receive a monthly amount equal to the positive
difference between the one-month LIBOR and 7.25% based on a notional amount of
$100,000. This interest rate cap agreement terminates on August 21, 2002. Under
the terms of the interest rate cap agreement, if the one-month LIBOR does not
exceed 7.25% on the payment date each month, the Company receives no payment.
The carrying amounts and fair values of the Company's financial instruments
with differences are as follows:
December 31, 2000 December 31, 1999
-------------------------- --------------------------
Carrying Carrying
Amount Fair Value Amount Fair Value
-------------------------- --------------------------
Unsecured Notes Payable $ 234,697 $ 193,591 $ 234,635 $ 225,473
Mortgage Notes Payable 97,444 94,328 101,247 98,398
Interest Rate Swap and Cap 313 39 - (114)
The following methods and assumptions were used by the Company in
estimating its fair value disclosures of financial instruments:
. Cash and cash equivalents, accounts receivable and accounts payable:
The carrying amounts reported in the balance sheet for cash and cash
equivalents, accounts receivable and accounts payable approximates
their fair value.
. Unsecured notes payable: The fair values of the Company's unsecured
notes payable are estimated based on dealer quotes at or near year-
end.
. Lines of credit and term loan: The carrying amounts of the Company's
borrowings under its lines of credit and term loan approximate fair
value based on the Company's current incremental borrowing rates for
similar borrowing arrangements.
. Mortgage notes payable: The fair values of the Company's mortgage
notes payable are estimated using discounted cash flow analyses, based
on the Company's current incremental borrowing rates for similar types
of borrowing arrangements.
. Interest rate swap and cap: The fair values of the Company's interest
rate swap and cap are based on dealer quotes that consider the
estimated net proceeds if sold for positive valuations or the
estimated cost to terminate for negative valuations.
7. Preferred Stock
In September 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 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.
F-11
8. Investments in and Advances to Unconsolidated Entities
As of December 31, 2000 the Company owned 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 December 31, 2000, W. Fred
Williams, the former President of JDN Development, owned the remaining 99% of
the outstanding voting common stock of JDN Development. The Company accounts
for its investment in JDN Development using the equity method because management
believes that it is able to exercise significant influence over the operating
and financial policies of JDN Development.
As of December 31, 2000 the Company also has an investment along with JDN
Development in 21 partnerships formed for the purpose of acquiring, developing,
selling or exchanging real estate assets. During the development stage of any
project developed within one of these partnerships, the Company is the limited
partner, and JDN Development is the general partner. Once the project has
reached stabilization, the Company becomes the general partner, and JDN
Development becomes the limited partner. The partnerships are consolidated in
the general partner's financial statements. The Company accounts for its
investment in JDN Development using the equity method because management
believes that it is able to exercise significant influence over the operating
and financial policies of JDN Development.
See discussion related to ownership changes in JDN Development and the
resulting accounting change in Note 21 below.
F-12
The following summarizes the combined financial information of JDN
Development and the partnerships:
December 31,
2000 1999
---------------------------
Assets
Operating properties $ 34,961 $ 27,662
Property under development 128,378 113,869
Land held for sale 60,346 24,727
---------------------------
Total real estate 223,685 166,258
Other assets 36,517 32,818
---------------------------
$260,202 $199,076
===========================
Liabilities
Mortgage notes payable $ 3,373 $ 16,335
Notes and advances payable to JDN Realty Corporation 198,026 122,120
Other liabilities 13,630 24,158
---------------------------
215,029 162,613
Third party investors' interest 49,857 32,146
(Deficit) equity (4,684) 4,317
---------------------------
$260,202 $199,076
===========================
Years Ended December 31,
2000 1999 1998
---------------------------------------------
Rental revenues $ 3,357 $ 4,368 $ 4,297
Operating expenses (5,372) (3,490) (1,796)
Tenant settlement expense - (7,490) -
Impairment losses (5,833) (2,988) -
Provision for abandoned projects (3,819) (5,616) (840)
---------------------------------------------
(Loss) income from operations (11,667) (15,216) 1,661
Interest expense (9,476) (5,121) (4,545)
Net gain on real estate sales 11,828 10,594 7,957
Other income, net 3,311 931 817
---------------------------------------------
(Loss) income before income tax expense (6,004) (8,812) 5,890
Income tax benefit (expense) (2,999) 3,524 (2,392)
---------------------------------------------
Net (loss) income $ (9,003) $ (5,288) $ 3,498
=============================================
F-13
9. Operating Leases
Shopping center properties are leased to tenants under operating
leases with expiration dates extending to the year 2059. As of December 31,
2000, 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:
--------------------------------------------------------------------------------
2001 $ 84,908
2002 80,408
2003 74,596
2004 70,437
2005 64,210
Thereafter 595,020
-----------------
$ 969,579
=================
As of December 31, 2000, Lowe's Companies, Inc., a national retailer,
was an anchor in 21 of the Company's shopping centers. Lowe's was a tenant of
the Company in 15 of the shopping centers and an unrelated party owned Lowe's
portion of the center in the remaining six shopping centers. Rentals from this
significant tenant were 17%, 14%, and 12% of total minimum and percentage rent
for the years ended December 31, 2000, 1999, and 1998, respectively. There were
no other tenants which represented more than 10% of the Company's total minimum
and percentage rent in any year presented. As of December 31, 2000, Wal-Mart
Stores, Inc., a national retailer, was an anchor in 33 of the Company's shopping
centers. Wal-Mart was a tenant of the Company in 11 of the shopping centers and
an unrelated party owned Wal-Mart's portion of the center in the remaining 22
shopping centers. Rentals from this significant tenant were approximately 9%,
15%, and 16% of total minimum and percentage rents for the years ended December
31, 2000, 1999, and 1998, respectively.
10. Long-Term Incentive Plan
In 1999, the Company adopted the JDN Realty Corporation Long-Term
Incentive Plan (the "LTIP"). Under the LTIP the Board of Directors may award
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 11 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. During 2000, a total of 468,285 shares
of this restricted stock were forfeited and the remaining 131,715 shares vested
as pursuant to separation agreements with two of the Company's former officers.
The Company recorded $976 and $344 related to stock based compensation under the
LTIP for the years ended December 31, 2000 and 1999, respectively.
11. 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 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
F-14
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 and vest one-third after six
months and one-third after each of the two successive twelve-month periods
thereafter.
The following is a summary of option activity under the Incentive
Stock Plan:
Weighted Average
Number of Shares Option Price Option Price
Underlying Options Per Share Per Share
-------------------------------------------------------------------------------------------------------------------------------
Options outstanding, January 1, 1998 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 $21.3125 17.699
Granted 386,000 $9.75 to $10.50 10.180
Forfeited (2,060,011) $10.19 to $20.75 17.812
--------------------------------------------------------------------------
Options outstanding, December 31, 2000 995,459 $9.75 to $20.75 $14.552
==========================================================================
Options exercisable, December 31, 2000 659,959 $9.75 to $20.75 $16.743
==========================================================================
Effective February 27, 1998, the Company amended the Incentive Stock
Plan to, among other things, provide for issuances of restricted stock.
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 could be deferred at the election of the employee,
the value of which is tied to the equity value of the Company. An eligible
employee could elect to defer all or a specified portion of the receipt of cash
bonus payments awarded by the Company and could 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. This restricted stock vested one-fourth on
March 1, 1999 and one-fourth on each successive March 1 thereafter. As of
December 31, 2000, 1,993,655 shares were available for the Company to award in
any combination of options, restricted stock or stock appreciation rights under
the Incentive Stock Plan. During 2000, a total of 41,700 shares of this
restricted stock were forfeited. The weighted average remaining contractual life
of options outstanding under the Incentive Stock Plan as of December 31, 2000
was 6.9 years.
During 2000 the Company issued 393,800 shares of restricted stock under
the 1993 Incentive Stock Plan at a weighted average grant-date fair value of
$4,185. The restricted stock, governed by the 2000 Restricted Stock Agreement,
was issued to key employees to provide incentives that reward long-term growth
and profitability of the Company. Of the 393,800 shares of restricted stock
issued in 2000, 278,800 vest on July 10, 2010, however, up to 20% of the
restricted stock may vest each year based upon achieving certain performance
criteria adopted by the Compensation Committee. The remaining 115,000 shares of
restricted stock vest monthly over a two year period beginning in April 2000 and
continuing through March 2002. As of December 31, 2000, 366,152 shares of
restricted stock were outstanding. The Company recorded $417, $193 and $116
related to stock based compensation under the Incentive Stock Plan for the years
ended December 31, 2000, 1999 and 1998, respectively. The weighted average fair
value of options granted under the Incentive Stock Plan for the years ended
December 31, 2000 and 1998 was $88 and $10, respectively.
F-15
12. 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 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. In August 2000, the Company amended the Directors Plan to
reduce the amount of the quarterly stock award to $8.75.
The following is a summary of option activity under the Directors
Plan:
Weighted Average
Number of Shares Option Price Option Price
Underlying Options Per Share Per Share
-------------------------------------------------------------------------------------------------------------------------------
Options outstanding, January 1, 1998 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
Granted 75,000 $16.130 16.130
--------------------------------------------------------------------------
Options outstanding, December 31, 2000 199,500 $13.333 to $21.584 $17.959
==========================================================================
Options exercisable, December 31, 2000 116,000 $13.333 to $21.584 $17.828
==========================================================================
As of December 31, 2000, 239,433 shares were available for award under
the Directors Plan in any combination of options or shares of common stock. The
weighted average remaining contractual life of options outstanding under the
Directors Plan as of December 31, 2000 was 7.4 years. The Company recorded $175
and $190 related to stock based compensation under the Directors Plan for the
years ended December 31, 2000 and 1999, respectively. The weighted average fair
value of options granted under the Directors Plan for the years ended December
31, 2000, 1999 and 1998 was $12, $97 and $19, respectively.
In February 2001, the Company made a one-time grant of an additional
30,000 options under the Directors Plan to each of the four non-employee
directors at an exercise price of $12.17 per share.
13. Pro Forma Disclosures on Stock Based Compensation
Pro forma information regarding net income and earnings per share is
required by SFAS No. 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 2000, 1999 and 1998: risk-free interest rate of
5.74% 4.57%, and 5.71%, respectively; dividend yield of 12.71%, 7.33% and 7.24%,
respectively; volatility factor of the expected market price of the Company's
common stock of 0.27, 0.17, and 0.16, respectively; and a weighted-average
expected life of the options of 4, 5 and 5 years, respectively.
F-16
Option valuation models used under SFAS 123 were developed for use in
estimating the fair value of traded options that have no vesting restrictions
and are fully transferable. In addition, option valuation models require input
of highly subjective assumptions including the expected stock price volatility.
Because the Company's stock options have characteristics significantly different
from those of traded options, and because changes in the subjective input
assumptions can materially affect the fair value estimate, in management's
opinion, the existing models do not necessarily provide a reliable single
measure of the fair value of its employee stock options.
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:
Years Ended December 31,
2000 1999 1998
--------------------------------------------
Net income $ 25,067 $52,135 $39,400
Net income attributable to common shareholders 20,379 47,447 38,059
Net income attributable to common shareholders per share:
Basic $ 0.63 $ 1.43 $ 1.24
Diluted 0.63 1.41 1.22
14. Employee Stock Purchase Plan
The Company suspended the JDN Realty Corporation 1995 Employee Stock
Purchase Plan (the "ESPP") in 2000 which was intended to qualify as an "Employee
Stock Purchase Plan" within the meaning of Section 423 of the Code. The ESPP
authorized 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
and 1998, the Company issued 2,158, and 1,755 shares, respectively, under the
ESPP.
15. Dividend Reinvestment and Stock Purchase Plan
The Company previously 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 suspended.
16. 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, 2000, the Company had repurchased 872,200 shares at an
average price of approximately $15.84 per share for a total of $13,812. As of
December 31, 2000, the Company has discontinued this repurchase program.
F-17
17. Earnings Per Share
The following table sets forth the computation of basic and diluted
earnings per share:
Years Ended December 31,
2000 1999 1998
--------------------------------------------
Numerator:
Net Income $ 23,497 $ 53,051 $ 40,680
Dividends to preferred shareholders (4,688) (4,688) (1,341)
--------------------------------------------
Net income attributable to common shareholders $ 18,809 $ 48,363 $ 39,339
============================================
Denominator (in thousands):
Weighted-average shares outstanding 32,829 33,426 30,788
Unvested restricted stock outstanding (456) (300) (87)
--------------------------------------------
Denominator for basic earnings per share 32,373 33,126 30,701
Dilutive effect of stock options and unvested
restricted stock 56 442 527
--------------------------------------------
Denominator for diluted earnings per share 32,429 33,568 31,228
============================================
Net income per common share:
Basic $ 0.58 $ 1.46 $ 1.28
============================================
Diluted $ 0.58 $ 1.44 $ 1.26
============================================
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, 2000, none of
the limited partnership units have been exchanged for shares. Using the
"if-converted" method, the dilutive effect of these units is immaterial.
18. Commitments
As of December 31, 2000, the Company guaranteed one loan of JDN
Development in the amount of $3,348. The loan was secured by property owned by
JDN Development and was satisfied in full in February, 2001. As of December 31,
2000, the Company had executed construction contracts on 16 of its development
sites and had approximately $4,028 in costs remaining to be incurred under these
contracts.
19. Contingencies
In February 2000, the Company announced that it had discovered
undisclosed compensation arrangements with two executive officers of JDN
Development, 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. As
a result of this discovery, a special committee of the Board of Directors was
formed to, among other things, conduct an inquiry into these matters. As a
result of the above investigation, the two executive officers of JDN
Development, the Chairman and Chief Executive Officer of the Company and the
Company's Chief Financial Officer resigned in 2000.
F-18
Since the Company's announcement of the undisclosed transactions mentioned
above, a number of lawsuits have been filed against the Company. 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.
Certain class actions filed in federal court allege violations of the
federal securities laws asserting 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 artificially
inflated prices. Included in the class actions is a lawsuit which names among
the defendants certain underwriters involved in the preferred stock offering by
the Company in 1998 (the "Preferred Stock Class Action"). The Preferred Stock
Class Action raises allegations similar to those raised in the other class
action cases, but it is based on purported misrepresentations or omissions in
the Company's registration statement and prospectus in connection with the 1998
offering. The plaintiffs in these lawsuits seek compensatory damages of an
indeterminate amount, interest, attorneys' fees, experts' fees and other costs
and disbursements. On April 17, 2000, the federal court entered an order
consolidating the various class actions in the United States District Court for
the Northern District of Georgia ("Consolidated Class Actions"). On June 13,
2000, the federal court entered an order appointing Clarion-CRA Securities lead
plaintiff and the law firm of Chitwood & Harley as lead plaintiff's counsel. On
February 13, 2001, plaintiffs in the Preferred Stock Class Action purported to
amend their complaint to add Waller, Lansden, Dortch & Davis, PLLC, the
Company's securities counsel, as a defendant. The purported amendment was not
filed by the lead plaintiff and the Company intends to file a motion to strike
the purported amendment as improper.
A class action lawsuit was also 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 for damages which
these plaintiffs allege should have been paid to the class as dividends. The
original complaint contained claims of common law fraud, conversion and
purported violations of Georgia's Racketeer Influenced and Corrupt Organizations
Act, but the fraud count has now been dropped by way of an amended complaint
recently filed by the plaintiffs. The plaintiffs seek compensatory and punitive
damages, attorneys' fees and expenses, interest and equitable relief. The case
was removed to federal court, but has now been remanded back to Superior Court,
where it is currently pending.
Lawsuits have also been filed against the Company as a nominal defendant,
as well as individual defendants J. Donald Nichols, Elizabeth L. Nichols, Craig
Macnab, Philip G. Satre, William G. Byrnes, Haywood D. Cochrane, Jr., William B.
Greene, Jeb L. Hughes, C. Sheldon Whittelsey, IV and William J. Kerley in the
United States District Court for the Northern District of Georgia, Atlanta
Division and in Fulton County Superior Court. Each of the named individuals are
current or former officers or directors of the Company or JDN Development. A
similar suit has now been filed in State Court of Fulton County naming Ernst &
Young, LLP, the Company's auditors, in addition to the above-referenced
defendants. The plaintiffs purport to bring these suits as derivative actions.
The complaints allege that the individual defendants, from 1994 through 1999,
violated certain duties in connection with the previously undisclosed
compensation arrangements. The complaints also allege claims for breach of
fiduciary duty, abuse of control, waste of corporate assets, unjust enrichment
and gross mismanagement. The plaintiffs, on behalf of the Company, seek
injunctive relief, compensatory and punitive damages and disgorgement of all
profits and gains by the individual defendants.
The Company believes that it has meritorious defenses to the claims brought
in the lawsuits described above, 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 is also subject to a formal order of investigation initiated by
the SEC as of August 2, 2000. Pursuant to this order, the Company has
voluntarily provided certain documents and other information to the SEC
regarding the compensation arrangements, unauthorized benefits and related party
transactions mentioned above. By letter dated March 5, 2001, the SEC staff
advised the Company that it intended to recommend that the SEC institute a
proceeding against the Company.
F-19
The Company continues to cooperate fully with the SEC staff in order to resolve
this matter as expeditiously as practicable. Management of the Company does not
expect that the resolution of this matter will have a material adverse effect on
the Company's business, financial condition or results of operation. However,
the Company is unable to predict with certainty the timing or ultimate outcome
of this matter.
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 Gwinnett 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 has filed defensive pleadings denying
liability, and discovery is now being conducted by both sides.
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 judgement 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.
20. Related Party Transactions
GeoSurvey, Ltd. Co. ("GeoSurvey"), which was 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, 2000,
1999 and 1998, the Company paid for services provided by GeoSurvey in the
amounts of $17, $18, and $11, 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, 2000, 1999 and
1998, the Company paid for services provided by Comm-Aviation in the amounts of
$47, $126 and $208, 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, 2000, 1999, and 1998, the Company paid for services
provided by Lightyear in the amounts of $37, $49, and $41, respectively.
JDN Development paid additional amounts to these same companies in these
years.
21. Subsequent Events
During 2001, the Company sold three of its shopping center properties
containing 253,500 square feet to three third-party purchasers for approximately
$22,093.
Recent legislation amending the tax laws applicable to REITs permitted a
change in the ownership structure of JDN Development. Effective January 1,
2001, the Company affected this change by acquiring 100% of the ownership of JDN
Development. As a result of the stock acquisition, the Company has changed its
accounting for JDN Development from the equity method to the consolidated
F-20
method effective January 1, 2001. In addition, the Company and JDN Development
elected taxable REIT subsidiary status for federal income tax purposes for JDN
Development.
In conjunction with the closing of the 2001 Credit Agreement, the
Company entered into an interest rate swap agreement at a strike price of 4.62%
on $150,000 of the Company's indebtedness. The swap will expire on December 31,
2002.
22. Quarterly Financial Information (Unaudited)
The following is a summary of the unaudited quarterly financial
information for the years ended December 31, 2000 and 1999:
Quarters
First Second Third Fourth
--------------------------------------------------------------------------------------------------------------------
2000:
Revenues $ 26,156 $ 26,276 $ 27,795 $ 25,823
Net income (loss) 14,059 10,604 12,023 (13,188)
Net income (loss) attributable to common shareholders 12,887 9,432 10,851 (14,360)
Income (loss) per common share:
Basic $ 0.40 $ 0.29 $ 0.34 $ (0.44)
Diluted 0.40 0.29 0.34 (0.44)
1999:
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
Fourth Quarter net income was impacted by special charges, which
include impairment charges related to both operating and non-operating real
estate assets on the Company and JDN Development, and a charge to earnings to
create a valuation allowance on deferred tax assets recorded at JDN Development.
Impairment charges amounted to $19,794 or $0.61 per share. The valuation
allowance on the deferred tax asset at JDN Development amounted to $5,346 or
$0.16 per share.
F-21
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, 2000 and 1999 and the related consolidated
statements of income, shareholders' equity, and cash flows for each of the three
years in the period ended December 31, 2000. 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, 2000 and 1999 and the consolidated results of its
operations and cash flows for each of the three years in the period ended
December 31, 2000 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.
ERNST & YOUNG LLP
Atlanta, Georgia
March 29, 2001
F-22
SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS
JDN REALTY CORPORATION
(In thousands)
---------------------------------------------------------------------------------------------------------------------------------
COL. A COL. B COL. C COL. D COL. E
---------------------------------------------------------------------------------------------------------------------------------
Additions
-----------------------------------------
Balance at Beginning Charges to Costs Charged to Other Deductions- Balance at End
Description of Period and Expenses Accounts - Describe Describe of Period
---------------------------------------------------------------------------------------------------------------------------------
Year ended December 31, 2000:
Deduct from asset accounts:
Allowance for Doubtful Accounts $714 $496 $478 (1) $732
============== =============== ============== ===============
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
============== =============== ============== ===============
(1) Write-off of uncollectible rents receivable.
F-23
Schedule III - Real Estate and Accumulated Depreciation
JDN Realty Corporation
December 31, 2000
(In thousands)
------------------------------------------------------------------------------------------------------------------------------------
COL. A COL. B COL. C COL. D COL. E
------------------------------------------------------------------------------------------------------------------------------------
Cost Capitalized
Subsequent to Gross Amount at which
Initial Cost to Company Acquisition Carried at close of Period
-------------------------- ----------------- -----------------------------
Buildings and Buildings and
Description Encumbrances Land Improvements Improvements Land Improvements Total
------------------------------------------------------------------------------------------------------------------------------------
Operating Property
------------------
Southland Plaza (Decatur, AL) $ 4,061 $ 1,013 $ 5,802 $ 250 $ 1,013 $ 6,052 $ 7,065
East Side Plaza (Gadsden, AL) - 130 - 2,361 130 2,361 2,491
Pepperell Corners (Opelika, AL) 9,063 2,062 11,676 149 2,062 11,825 13,887
Pepperell Corners, Phase II (Opelika, AL) 1,050 744 1,628 (33) 744 1,595 2,339
Lowe's (Opelika, AL) 5,364 2,600 7,027 218 2,600 7,245 9,845
Trotter's Ridge (Scottsboro, AL) 1,610 581 3,068 77 581 3,145 3,726
University Hills (Denver, CO) 21,627 15,272 17,017 6,082 15,272 23,099 38,371
Brandon Lake Village (Brandon, FL) - 3,627 7,110 1,414 3,627 8,524 12,151
Publix (Brandon, FL) 4,601 1,721 3,418 117 1,721 3,535 5,256
Golden Corral (Bradenton, FL) - 883 1,283 10 883 1,293 2,176
White Sands (Fort Walton, FL) - 452 - 1,162 452 1,162 1,614
Gulf Breeze Marketplace (Gulf Breeze, FL) - 830 - 2,953 830 2,953 3,783
Ocala West Shopping Center (Ocala, FL) - 839 4,920 229 839 5,149 5,988
Capital West (Tallahassee, FL) 3,602 2,040 - 4,877 2,040 4,877 6,917
Lowe's (Alpharetta, GA) 13,265 5,366 6,800 631 4,466 7,431 11,897
Athens East (Athens, GA) - 102 2,690 - 102 2,690 2,792
Lowe's (Buford, GA) - 5,369 19,555 (11,465) 1,971 8,090 10,061
Riverplace (Canton, GA) 4,221 2,857 4,478 1,887 2,857 6,365 9,222
River Pointe (Canton, GA) 1,288 370 2,301 219 361 2,520 2,881
Felton's Crossing (Cartersville, GA) - 177 - 7,001 177 7,001 7,178
------------------------------------------------------------------------------------------------------------------------------------
COL. F COL. G COL. H COL. I
------------------------------------------------------------------------------------------------------------------------------------
Life on which depreciation in
Accumulated Date of latest income statements is
Description Depreciation Construction Date Acquired computed
------------------------------------------------------------------------------------------------------------------------------------
Operating Property
------------------
Southland Plaza (Decatur, AL) $ 763 1965 1996 Building 31.5 years (1)
Sign 20 years (2)
East Side Plaza (Gadsden, AL) 1,262 1979 1980 Building 31.5 years (1)
Pepperell Corners (Opelika, AL) 2,540 1993 1994 Building 31.5 years (1)
Pepperell Corners, Phase II (Opelika, AL) 294 1995 1995 Building 31.5 years (1)
Lowe's (Opelika, AL) 322 1999 1999 Building 31.5 years (1)
Trotter's Ridge (Scottsboro, AL) 125 1999 1999 Building 31.5 years (1)
University Hills (Denver, CO) 3,897 1997 1998 Building 31.5 years (1)
Sign 20 years (2)
Brandon Lake Village (Brandon, FL) 599 1997 1998 Building 31.5 years (1)
Publix (Brandon, FL) 210 1999 1999 Building 31.5 years (1)
Golden Corral (Bradenton, FL) 44 1999 1999 Building 31.5 years (1)
White Sands (Fort Walton, FL) 453 1986 1985 Building 31.5 years (1)
Sign 20 years (2)
Gulf Breeze Marketplace (Gulf Breeze, FL) 106 1998 1998 Building 31.5 years (1)
Ocala West Shopping Center (Ocala, FL) 531 1984 1997 Building 31.5 years (1)
Capital West (Tallahassee, FL) 1,625 1990 1989 Building 31.5 years (1)
Sign 20 years (2)
Lowe's (Alpharetta, GA) 547 1998 1998 Building 31.5 years (1)
Athens East (Athens, GA) 63 2000 2000 Building 31.5 years (1)
Lowe's (Buford, GA) 523 1998 1998 Building 31.5 years (1)
Riverplace (Canton, GA) 1,611 1983 1983 Building 31.5 years (1)
River Pointe (Canton, GA) 345 1996 1996 Building 31.5 years (1)
Felton's Crossing (Cartersville, GA) 1,728 1984 1983 Building 31.5 years (1)
Sign 20 years (2)
F-24
Schedule III - Real Estate and Accumulated Depreciation
JDN Realty Corporation
December 31, 2000
(In thousands)
-----------------------------------------------------------------------------------------------------------------
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 9,913 578
Bradley Park Crossing (Columbus, GA) 3,950 2,015 7,622 155
Cumming Marketplace (Cumming, GA) 9,538 6,963 15,250 4,403
Pinetree Village (Cumming, GA) - 648 1,707 1,608
Douglasville Marketplace (Douglasville, GA) - 2,511 - 5,768
Dodge County (Eastman, GA) 1,762 172 - 2,755
Banks Station (Fayetteville, GA) - 1,522 9,603 (1,196)
Bruno's Plaza (Ft. Oglethorpe, GA) 5,842 1,092 6,193 172
Ellis Crossing (Griffin, GA) - 302 - 2,487
Fayetteville - Specialty Shops (Fayetteville, GA) - 1,231 2,122 -
North Main Street (Lafayette, GA) 2,590 123 - 4,455
LaGrange Wal-Mart (LaGrange, GA) - 183 - 1,420
CVS (Lawrenceville, GA) 402 925 1,138 59
Five Forks Village (Lawrenceville, GA) 2,942 1,245 7,065 156
Lawrenceville Town Center (Lawrenceville, GA) 12,787 3,563 17,037 (2,792)
Five Forks Crossing (Lilburn, GA) 2,442 930 5,287 42
Pleasant Hill Lowe's (Lilburn, GA) 12,420 3,643 6,413 281
Midway Plaza (Loganville, GA) 3,618 1,356 6,400 109
K-Mart (Macon, GA) - 998 5,515 -
Beacon Heights (Madison, GA) - 549 - 3,552
------------------------------------------------------------------
COL. E COL. F
--------------------------------------------------
Gross Amount at which Carried at close of Period
Buildings and Accumulated
Land Improvements Total Depreciation
------------------------------------------------------------------
Operating Property:
-------------------
Chamblee Plaza (Chamblee, GA) 1,698 10,491 12,189 832
Bradley Park Crossing (Columbus, GA) 2,014 7,777 9,791 374
Cumming Marketplace (Cumming, GA) 5,010 19,653 24,663 722
Pinetree Village (Cumming, GA) 1,243 3,315 4,558 98
Douglasville Marketplace (Douglasville, GA) 6,339 5,768 12,107 15
Dodge County (Eastman, GA) 180 2,755 2,935 787
Banks Station (Fayetteville, GA) 1,253 8,407 9,660 2,168
Bruno's Plaza (Ft. Oglethorpe, GA) 1,092 6,365 7,457 1,272
Ellis Crossing (Griffin, GA) 302 2,487 2,789 1,150
Fayetteville - Specialty Shops (Fayetteville, GA) 1,231 2,122 3,353 63
North Main Street (Lafayette, GA) 123 4,455 4,578 1,149
LaGrange Wal-Mart (LaGrange, GA) 183 1,420 1,603 738
CVS (Lawrenceville, GA) 925 1,197 2,122 76
Five Forks Village (Lawrenceville, GA) 1,245 7,221 8,466 1,549
Lawrenceville Town Center (Lawrenceville, GA) 2,984 14,245 17,229 3,812
Five Forks Crossing (Lilburn, GA) 930 5,329 6,259 1,145
Pleasant Hill Lowe's (Lilburn, GA) 3,556 6,694 10,250 522
Midway Plaza (Loganville, GA) 1,356 6,509 7,865 1,030
K-Mart (Macon, GA) 869 5,515 6,384 336
Beacon Heights (Madison, GA) 417 3,552 3,969 1,540
-------------------------------------------------------------
COL. G COL. H COL. I
-------------------------------------------------------------
Life on which depreciation in
Date of latest income statements is
Construction Date Acquired computed
-------------------------------------------------------------
Operating Property:
-------------------
Chamblee Plaza (Chamblee, GA) 1976 1998 Building 31.5 years (1)
Bradley Park Crossing (Columbus, GA) 1999 1999 Building 31.5 years (1)
Cumming Marketplace (Cumming, GA) 1997 1997 Building 31.5 years (1)
Sign 20 years (2)
Pinetree Village (Cumming, GA) 1999 1999 Building 31.5 years (1)
Douglasville Marketplace (Douglasville, GA) 1999 1999 Building 31.5 years (1)
Dodge County (Eastman, GA) 1990 1986 Building 31.5 years (1)
Sign 20 years (2)
Banks Station (Fayetteville, GA) 1990 1994 Building 31.5 years (1)
Bruno's Plaza (Ft. Oglethorpe, GA) 1973 1994 Building 31.5 years (1)
Ellis Crossing (Griffin, GA) 1986 1985 Building 31.5 years (1)
Sign 20 years (2)
Fayetteville - Specialty Shops (Fayetteville, GA) 2000 2000 Building 31.5 years (1)
North Main Street (Lafayette, GA) 1990 1988 Building 31.5 years (1)
Sign 20 years (2)
LaGrange Wal-Mart (LaGrange, GA) 1984 1983 Building 31.5 years (1)
CVS (Lawrenceville, GA) 1998 1998 Building 31.5 years (1)
Five Forks Village (Lawrenceville, GA) 1990 1994 Building 31.5 years (1)
Lawrenceville Town Center (Lawrenceville, GA) 1989 1994 Building 31.5 years (1)
Five Forks Crossing (Lilburn, GA) 1990 1994 Building 31.5 years (1)
Pleasant Hill Lowe's (Lilburn, GA) 1997 1997 Building 31.5 years (1)
Midway Plaza (Loganville, GA) 1995 1997 Building 31.5 years (1)
K-Mart (Macon, GA) 1999 1999 Building 31.5 years (1)
Beacon Heights (Madison, GA) 1989 1987 Building 31.5 years (1)
Sign 20 years (2)
F-25
Schedule III - Real Estate and Accumulated Depreciation
JDN Realty Corporation
December 31,2000
(In thousands)
-----------------------------------------------------------------------------------------------------------------------------------
COL. A COL. B COL. C COL. D COL. E
-----------------------------------------------------------------------------------------------------------------------------------
Cost Capitalized
Subsequent to Gross Amount at which
Initial Cost to Company Acquisition Carried at close of Period
-----------------------------------------------------------------------
Buildings and Buildings and
Encumbrances Land Improvements Improvements Land Improvements Total
-----------------------------------------------------------------------------------------------------------------------------------
Operating Property:
-------------------
Garrison Ridge Xing (Marietta, GA) 10,746 3,587 8,440 10 3,412 8,450 11,862
Applebee's (McDonough, GA) - 341 674 7 341 681 1,022
Newnan Crossing (Newnan, GA) 5,169 3,750 17,745 (9,942) 2,180 7,803 9,983
Peachtree City Marketplace (Peachtree GA) 1,441 772 1,242 2,473 1,150 3,715 4,865
Pike's Nursery (Peachtree City, GA) - 1,008 1,004 (1) 1,008 1,003 2,011
Merchant Square (Riverdale, GA) - 191 - 1,372 191 1,372 1,563
Freeway Junction (Stockbridge, GA) 5,376 979 5,550 238 979 5,788 6,767
Pike's Nurseries (Stockbridge, GA) - 963 1,039 44 963 1,083 2,046
Lowe's (Stone Mountain, GA) 4,260 3,186 7,882 (25) 3,307 7,857 11,164
Noble Farm Plaza (Suwanee, GA) 1,722 1,540 3,389 784 1,540 4,173 5,713
Cofer Crossing (Tucker, GA) 5,037 5,046 1,167 4,252 5,421 5,419 10,840
Shannon Square (Union City, GA) 3,303 195 - 4,347 195 4,347 4,542
Warner Robins Place (Warner Robins, GA) - 203 907 3,505 541 4,412 4,953
Pike's Nursery (Woodstock, GA) - 1,323 1,102 - 1,323 1,102 2,425
Woodstock Place (Woodstock, GA) 5,646 1,692 - 7,778 1,292 7,778 9,070
Woodstock Project (Woodstock, GA) 11,679 3,738 7,210 (104) 3,843 7,106 10,949
North Ridge Shopping Center (Davenport, IA) - 741 2,324 8,868 2,159 11,192 13,351
Decatur Marketplace (Decatur, IL) - 289 2,609 211 289 2,820 3,109
Suttons North Plaza (Topeka, KS) - 270 1,660 1,728 270 3,388 3,658
North Park Marketplace (Lexington, KY) - 243 - 1,662 722 1,662 2,384
-----------------------------------------------------------------------------------------------------------------------------------
COL. F COL. G COL. H COL. I
-----------------------------------------------------------------------------------------------------------------------------------
Life on which depreciation in
Accumulated Date of latest income statements is
Depreciation Construction Date Acquired computed
-----------------------------------------------------------------------------------------------------------------------------------
Operating Property:
-------------------
Garrison Ridge Xing (Marietta, GA) 801 1997 1997 Building 31.5 years (1)
Sign 20 years (2)
Applebee's (McDonough, GA) 30 1999 1999 Building 31.5 years (1)
Newnan Crossing (Newnan, GA) 1,191 1995 1995 Building 31.5 years (1)
Sign 20 years (2)
Peachtree City Marketplace (Peachtree GA) 113 1999 1999 Building 31.5 years (1)
Pike's Nursery (Peachtree City, GA) 112 1997 1997 Building 31.5 years (1)
Merchant Square (Riverdale, GA) 489 1989 1989 Building 31.5 years (1)
Freeway Junction (Stockbridge, GA) 1,104 1988 1994 Building 31.5 years (1)
Pike's Nurseries (Stockbridge, GA) 119 1997 1997 Building 31.5 years (1)
Lowe's (Stone Mountain, GA) 318 1999 1999 Building 31.5 years (1)
Noble Farm Plaza (Suwanee, GA) 321 1997 1997 Building 31.5 years (1)
Cofer Crossing (Tucker, GA) 292 1998 1998 Building 31.5 years (1)
Shannon Square (Union City, GA) 1,757 1986 1984 Building 31.5 years (1)
Sign 20 years (2)
Warner Robins Place (Warner Robins, GA) 146 1997 1997 Building 31.5 years (1)
Pike's Nursery (Woodstock, GA) 128 1997 1997 Building 31.5 years (1)
Woodstock Place (Woodstock, GA) 1,591 1985 1982 Building 31.5 years (1)
Sign 20 years (2)
Woodstock Project (Woodstock, GA) 688 1997 1997 Building 31.5 years (1)
North Ridge Shopping Center (Davenport, IA) 190 1999 1999 Building 31.5 years (1)
Decatur Marketplace (Decatur, IL) 88 1999 1999 Building 31.5 years (1)
Suttons North Plaza (Topeka, KS) 301 1976 1997 Building 31.5 years (1)
North Park Marketplace (Lexington, KY) 29 1999 1999 Building 31.5 years (1)
F-26
Schedule III- Real Estate and Accumulated Depreciation
JDN Realty Corporation
December 31, 2000
(In thousands)
------------------------------------------------------------------------------------------------------------------------------------
COL.A COL. B COL. C COL. D COL. E
------------------------------------------------------------------------------------------------------------------------------------
Cost Capitalized
Subsequent to Gross Amount at
Initial Cost to Company Acquisition which Carried at close of Period
----------------------------------------------------------------------------
Buildings and Buildings and
Description Encumbrances Land Improvements Improvements Land Improvements Total
------------------------------------------------------------------------------------------------------------------------------------
Operating Property:
------------------
South Farm Marketplace (Lexington, KY) - 4,785 298 (97) 4,785 201 4,986
Carriage Gate (Richmond, KY) 5,990 1,398 7,994 19 1,398 8,013 9,411
Junction S/C (Jackson, MS) 6,696 1,361 7,858 91 1,361 7,949 9,310
Metro Station (Jackson, MS) - 521 3,382 (1,089) 296 2,293 2,589
Oxford (Oxford, MS) - 1,809 1 - 1,809 1 1,810
Crosscreek Shopping Center (Tupelo, MS) - 754 - 4,059 1,203 4,059 5,262
River Hills S/C (Asheville, NC) 6,175 3,125 13,376 529 3,125 13,905 17,030
Cross Pointe Centre (Fayetteville, NC) 8,106 1,931 10,840 537 1,931 11,377 13,308
Lawndale Crossing (Greensboro, NC) 2,930 3,483 - 6,228 5,418 6,228 11,646
East Ridge Crossing (Hendersonville, NC) 6,777 - - 4,372 - 4,372 4,372
Lumberton - Lowe's (Lumberton, NC) - 506 - - 506 - 506
Jeffries Crossing (Rocky Mount, NC) 2,700 334 3,400 1,623 466 5,023 5,489
Kester Mill Village (Winston-Salem, NC) - 814 2,122 (627) 685 1,495 2,180
Tri-State Plaza (Burlington, OH) 5,263 1,563 6,210 213 1,363 6,423 7,786
Gallipolis Marketplace (Gallipolis, OH) - 1,405 10,587 (8,831) 393 1,756 2,149
Township Marketplace (Monaca, PA) 9,164 5,177 10,105 4,735 5,566 14,840 20,406
Ashley Crossing (Charleston, SC) 7,779 1,459 10,354 205 1,459 10,559 12,018
Kelley Corners (Lake City, SC) - 415 5,310 (5,310) - - -
Merchants Walk (Sumter, SC) - 130 - 799 130 799 929
Millcreek Commons (Antioch, TN) 2,045 531 3,092 42 531 3,134 3,665
------------------------------------------------------------------------------------------------------------------------------------
COL. F COL. G COL. H COL. I
------------------------------------------------------------------------------------------------------------------------------------
Life on which depreciation in
Accumulated Date of latest income statements is
Description Depreciation Construction Date Acquired computed
------------------------------------------------------------------------------------------------------------------------------------
Operating Property:
------------------
South Farm Marketplace (Lexington, KY) 6 1998 1998 Building 31.5 years (1)
Carriage Gate (Richmond, KY) 1,611 1992 1994 Building 31.5 years (1)
Sign 20 years (2)
Junction S/C (Jackson, MS) 964 1996 1997 Building 31.5 years (1)
Metro Station (Jackson, MS) 274 1997 1998 Building 31.5 years (1)
Oxford (Oxford, MS) - 2000 2000 Building 31.5 years (1)
Crosscreek Shopping Center (Tupelo, MS) 20 1999 1999 Building 31.5 years (1)
River Hills S/C (Asheville, NC) 1,651 1996 1997 Building 31.5 years (1)
Sign 20 years (2)
Cross Pointe Centre (Fayetteville, NC) 1,009 1985 1998 Building 31.5 years (1)
Lawndale Crossing (Greensboro, NC) 119 1999 1999 Building 31.5 years (1)
East Ridge Crossing (Hendersonville, NC) 1,610 1988 1988 Building 31.5 years (1)
Sign 20 years (2)
Lumberton - Lowe's (Lumberton, NC) - 2000 2000 Building 31.5 years (1)
Jeffries Crossing (Rocky Mount, NC) 183 1999 1999 Building 31.5 years (1)
Kester Mill Village (Winston-Salem, NC) 125 1999 1999 Building 31.5 years (1)
Tri-State Plaza (Burlington, OH) 1,182 1995 1995 Building 31.5 years (1)
Sign 20 years (2)
Gallipolis Marketplace (Gallipolis, OH) 116 1998 1998 Building 31.5 years (1)
Township Marketplace (Monaca, PA) 1,142 1997 1997 Building 31.5 years (1)
Ashley Crossing (Charleston, SC) 2,275 1991 1994 Building 31.5 years (1)
Sign 20 years (2)
Kelley Corners (Lake City, SC) - 1991 1994 Building 31.5 years (1)
Sign 20 years (2)
Merchants Walk (Sumter, SC) 368 1987 1986 Building 31.5 years (1)
Sign 20 years (2)
Millcreek Commons (Antioch, TN) 272 1990 1998 Building 31.5 years (1)
F-27
Schedule III - Real Estate and Accumulated Depreciation
JDN Realty Corporation
December 31, 2000
(In thousands)
------------------------------------------------------------------------------------------------------------------------------------
COL. A COL. B COL. C COL. D COL. E
------------------------------------------------------------------------------------------------------------------------------------
Cost Capitalized Gross Amount at
Subsequent to which Carried at close
Initial Cost to Company Acquisition of Period
----------------------- -------------------------------------------------
Buildings and Buildings and
Description Encumbrances Land Improvements Improvements Land Improvements Total
------------------------------------------------------------------------------------------------------------------------------------
Operating Property:
------------------
Overlook at Hamilton Place (Chattanooga, TN) 7,087 1,595 12,725 211 1,595 12,936 14,531
Columbia Square (Columbia, TN) 2,277 673 3,859 30 673 3,889 4,562
Farragut Pointe (Farragut, TN) 2,830 731 4,165 30 731 4,195 4,926
Alexander Plaza (Franklin, TN) - 24 - 491 24 491 515
Battlewood Shopping Center (Franklin, TN) 2,159 662 3,822 169 662 3,991 4,653
Cool Springs (Franklin, TN) - 764 48 - 764 48 812
Northcreek Commons (Goodlettsville, TN) 2,805 743 4,311 243 743 4,554 5,297
Lowe's (Hendersonville, TN) 10,550 4,074 7,649 41 4,074 7,690 11,764
Country Bridge (Memphis, TN) 2,548 750 4,294 211 750 4,505 5,255
Memorial Village (Murfreesboro, TN) 3,889 991 5,636 385 991 6,021 7,012
Towne Center (Murfreesboro, TN) 3,573 3,016 6,822 3,667 3,016 10,489 13,505
The Marketplace (Nashville, TN) 6,658 4,710 10,495 12,278 5,158 22,773 27,931
MacArthur Marketplace (Irving, TX) 6,243 6,440 11,918 1,379 7,286 13,297 20,583
Nacogdoches Marketplace (Nacogdoches, TX) 1,619 613 3,521 178 646 3,699 4,345
Bermuda Square S/C (Chester, VA) 3,841 1,302 7,534 549 1,302 8,083 9,385
Candlers Station (Lynchburg, VA) 10,942 2,495 15,601 (2,408) 2,054 13,193 15,247
Genito Crossing (Midlothian, VA) 3,151 823 4,812 18 823 4,830 5,653
Lexington Commons (Lexington, VA) - 882 4,548 927 882 5,475 6,357
Tri-Rivers S/C (South Boston, VA) - 502 4,414 192 503 4,606 5,109
Shoppers World (Brookfield, WI) 6,280 1,989 12,025 53 1,989 12,078 14,067
------------------------------------------------------------------------------------------------------------------------
COL. A COL. F COL. G COL. H COL. I
------------------------------------------------------------------------------------------------------------------------
Life on which depreciation in
Accumulated Date of Date latest income statements
Description Depreciation Construction Acquired is computed
------------------------------------------------------------------------------------------------------------------------
Operating Property:
------------------
Overlook at Hamilton Place (Chattanooga, TN) 2,757 1992 1994 Building 31.5 years (1)
Columbia Square (Columbia, TN) 779 1993 1994 Building 31.5 years (1)
Farragut Pointe (Farragut, TN) 904 1991 1994 Building 31.5 years (1)
Alexander Plaza (Franklin, TN) 116 1983 1983 Building 31.5 years (1)
Battlewood Shopping Center (Franklin, TN) 336 1990 1998 Building 31.5 years (1)
Cool Springs (Franklin, TN) - 2000 2000 Building 31.5 years (1)
Northcreek Commons (Goodlettsville, TN) 720 1987 1995 Building 31.5 years (1)
Sign 20 years (2)
Lowe's (Hendersonville, TN) 461 1999 1999 Building 31.5 years (1)
Country Bridge (Memphis, TN) 942 1993 1994 Building 31.5 years (1)
Memorial Village (Murfreesboro, TN) 1,169 1972 1994 Building 31.5 years (1)
Towne Center (Murfreesboro, TN) 703 1998 1998 Building 31.5 years (1)
The Marketplace (Nashville, TN) 1,081 1998 1998 Building 31.5 years (1)
MacArthur Marketplace (Irving, TX) 509 1999 1999 Building 31.5 years (1)
Nacogdoches Marketplace (Nacogdoches, TX) 183 1999 1999 Building 31.5 years (1)
Bermuda Square S/C (Chester, VA) 820 1977 1997 Building 31.5 years (1)
Candlers Station (Lynchburg, VA) 1,266 1990 1998 Building 31.5 years (1)
Genito Crossing (Midlothian, VA) 502 1985 1997 Building 31.5 years (1)
Lexington Commons (Lexington, VA) 1,416 1989 1988 Building 31.5 years (1)
Sign 20 years (2)
Tri-Rivers S/C (South Boston, VA) 528 1989 1997 Building 31.5 years (1)
Sign 20 years (2)
Shoppers World (Brookfield, WI) 1,080 1967 1998 Building 31.5 years (1)
F-28
Schedule III - Real Estate and Accumulated Depreciation
JDN Realty Corporation
December 31, 2000
(In thousands)
---------------------------------------------------------------------------------------------------------------------------------
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
Description Encumbrances Land Improvements Improvements Land Improvements Total
-----------------------------------------------------------------------------------------------------------------------------------
Operating Property:
------------------
Brown Deer Center (Brown Deer, WI) 7,170 1,790 10,230 85 1,791 10,315 12,106
Market Place of Brown Deer (Brown Deer, WI) 4,471 1,641 9,437 8 1,642 9,445 11,087
Point Loomis (Milwaukee, WI) 5,302 912 5,331 88 912 5,419 6,331
West Allis Center (Milwaukee WI) - 2,479 14,885 178 2,479 15,063 17,542
Alabama Corporate - - - (533) (94) (533) (627)
Atlanta Headquarters - 495 - 6,292 495 6,292 6,787
JDN Realty Corporation (Atlanta, GA) - 362 - (2,569) 250 (2,569) (2,319)
-----------------------------------------------------------------------------------------------------------------------------------
Total Operating Property 339,444 181,720 526,993 99,049 181,370 626,042 807,412
--------------------------------------------------------------------------------------
Land under Ground Lease
--------------------------------------------------------------------------------------
Charleston, South Carolina - 362 - - 362 - 362
--------------------------------------------------------------------------------------
Total Land under Ground Lease - 362 - - 362 - 362
--------------------------------------------------------------------------------------
Underdeveloped Land:
------------------- --------------------------------------------------------------------------------------
Gadsden, Alabama - 55 - - 55 - 55
Brandon, Florida - 6,125 - - 2,748 - 2,748
Buford, Georgia - 1,347 - - 1,286 - 1,286
Cartersville, Georgia - 86 - - 86 - 86
Eastman, Georgia - 60 - - 61 - 61
Fayetteville, Georgia - 150 - - 150 - 150
Fayetteville - Specialty Shop - 3,281 - - 3,281 - 3,281
Franklin - Cool Springs - 3,190 - - 3,190 - 3,190
Greensboro - Lawndale Crossing - 696 - - 696 - 696
JDN Realty Corp - - - - (376) - (376)
Lafayette, Georgia - 84 - - 84 - 84
Macon, Georgia - 287 - - 287 - 287
Madison, Georgia - 22 - - 22 - 22
Monaca - 5,298 - - 5,298 - 5,298
Nashville - 1,560 - - 1,560 - 1,560
Oxford - 398 - - 398 - 398
Peachtree City - 543 - - 543 - 543
Stone Mountain - 5,828 - - 5,828 - 5,828
Tupelo - 368 - - 368 - 368
Warner Robins, Georgia - 235 - - 235 - 235
Rockingham, North Carolina - 300 - - 300 - 300
Charleston, South Carolina - 179 - - 179 - 179
Murfreesboro, Tennessee - 357 - - 367 - 367
Lexington, Virginia - 164 - - 75 - 75
Lynchburg, Virginia - 250 - - 200 - 200
-------------------------------------------------------------------------------------------------
- 30,863 - - 26,921 - 26,921
-------------------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------------------
Subtotal 339,444 212,945 526,993 99,049 208,653 626,042 834,695
-------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------
COL. F COL. G COL. H COL. I
------------------------------------------------------------------------------------------------------------------------------
Life on which depreciation in
Accumulated Date of latest income statements is
Description Depreciation Construction Date Acquired computed
------------------------------------------------------------------------------------------------------------------------------
Operating Property
------------------
Brown Deer Center (Brown Deer, WI) 924 1967 1998 Building 31.5 years (1)
Market Place of Brown Deer (Brown Deer, WI) 849 1989 1998 Building 31.5 years (1)
Point Loomis (Milwaukee, WI) 484 1962 1998 Building 31.5 years (1)
West Allis Center (Milwaukee WI) 1,346 1968 1998 Building 31.5 years (1)
Alabama Corporate - 2000 2000 Building 31.5 years (1)
Atlanta Headquarters - 1955 1997 Building 31.5 years (1)
Sign 20 years (2)
JDN Realty Corporation (Atlanta, GA) 537 1999 1999 Building 31.5 years (1)
------------------------------------------------------------------------------------------------------------------------------
Total Operating Property 80,113
----------
----------
Land under Ground Lease
Charleston, South Carolina -
----------
Total Land under Ground Lease -
----------
Underdeveloped Land:
-------------------
Gadsden, Alabama -
Brandon, Florida -
Buford, Georgia -
Cartersville, Georgia -
Eastman, Georgia -
Fayetteville, Georgia -
Fayetteville - Specialty Shop -
Franklin - Cool Springs -
Greensboro - Lawndale Crossing -
JDN Realty Corp -
Lafayette, Georgia -
Macon, Georgia -
Madison, Georgia -
Monaca -
Nashville -
Oxford -
Peachtree City -
Stone Mountain -
Tupelo -
Warner Robins, Georgia -
Rockingham, North Carolina -
Charleston, South Carolina -
Murfreesboro, Tennessee -
Lexington, Virginia -
Lynchburg, Virginia -
----------
-
----------
----------
Subtotal 80,113
----------
F-29
Schedule III- Real Estate and Accumulated Depreciation
JDN Realty Corporation
December 31, 2000
(In thousands)
------------------------------------------------------------------------------------------------------------------------------------
COL. A COL. B COL. C COL. D COL. E COL. F
------------------------------------------------------------------------------------------------------------------------------------
Cost Capitalize Gross Amount at which
Subsequent to Carried at
Initial Cost to Company Acquisition close of Period
---------------------------------------------------------------------------------------
Buildings and Buildings Accumulated
Description Encumbrance Land Improvements Improvements Land Improvements Total Depreciation
------------------------------------------------------------------------------------------------------------------------------------
Property under Development
--------------------------
Early Acquisition Cost - - 67 - - 67 67 -
Fayetteville, AR - 2,685 1,718 - 2,685 1,718 4,403 -
Irving, TX - 2,548 2,070 - 2,548 2,070 4,618 -
Greensboro North, NC - 174 775 - 174 775 949 -
McDonough, GA - 1,253 301 - 1,253 301 1,554 -
Turner Hill, GA - 3,619 660 - 3,619 660 4,279 -
Brandon Publix, FL - 2,045 2,143 - 2,045 2,143 4,188 -
Lexington S. Farm, KY - 573 793 - 573 793 1,366 -
Lexington N Park, KY - 404 1,256 - 404 1,256 1,660 -
Tupelo, MS - 263 2,560 - 263 2,560 2,823 -
Chesterfield, MI - 3,475 755 - 3,475 755 4,230 -
Grandville, MI - 5,375 2,604 - 5,375 2,604 7,979 -
Warner Robbins, GA - - 1,936 - - 1,936 1,936 -
Overland Park KS - 3,833 2,369 - 3,833 2,369 6,202 -
Oxford, MS - 525 414 - 525 414 939 -
Newnan, GA - - 437 - - 437 437 -
Realty Prop. Dev. - - (2,610) - - (2,610) (2,610) -
Total Property under ----------------------------------------------------------------------------------------------------
Development - 26,772 18,248 - 26,772 18,248 445,020 -
----------------------------------------------------------------------------------------------------
Total $ 339,444 $ 239,71 $ 545,241 $ 99,049 $235,425 $ 644,290 $879,715 $ 80,113
----------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------
COL. G COL. H COL. I
-------------------------------------------------------------------------
life on which depreciation in
Date of latest income statements is
Construction Date Acquired computed
-------------------------------------------------------------------------
F-30
Schedule III - Real Estate and Accumulated Depreciation
JDN Realty Corporation
December 31, 2000
(In thousands)
(1) Estimated useful life of building.
(2) Estimated useful life of sign.
Years Ended December 31,
2000 1999 1998
-----------------------------------------------
Investment in Real Estate
Balance at beginning of year $ 962,897 $ 844,041 $ 533,133
Additions/Improvements 110,390 294,635 330,273
Deductions (193,572) (175,779) (19,365)
-----------------------------------------------
Balance at end of year $ 879,715 $ 962,897 $ 844,041
===============================================
Accumulated Depreciation
Balance of beginning of year $ 71,551 $ 56,093 $ 38,306
Additions charged to costs and expenses 21,612 21,932 19,010
Other Additions - - -
Deductions (13,050) (6,474) (1,223)
-----------------------------------------------
Balance at end of year $ 80,113 $ 71,551 $ 56,093
===============================================
F-31
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: April 2, 2001 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.
Signature Title Date
--------- ----- ----
/s/ Craig Macnab Chief Executive Officer, April 2, 2001
-------------------- -------------
Craig Macnab and Director
/s/ John D. Harris, Jr. Chief Financial Officer, Senior April 2, 2001
------------------------------------ -------------
John D. Harris, Jr. Vice President, Secretary and Treasurer
/s/ Michael A. Quinlan Vice President and Controller April 2, 2001
------------------------------------ -------------
Michael A. Quinlan
/s/ Haywood D. Cochrane, Jr. Director April 2, 2001
------------------------------------ -------------
Haywood D. Cochrane, Jr.
/s/ William B. Greene Director April 2, 2001
------------------------------------ -------------
William B. Greene
/s/ William G. Byrnes Director April 2, 2001
------------------------------------ -------------
William G. Byrnes
/s/ Philip G. Satre Director April 2, 2001
------------------------------------ -------------
Philip G. Satre
/s/ Lee S. Wielansky Director April 2, 2001
------------------------------------ -------------
Lee S. Wielansky
Item 14(c)
----------
EXHIBIT INDEX
(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 Amendment No. 1 to the Amended and Restated Bylaws of the
Company
3.4 Form of Articles Supplementary of JDN Realty Corporation
classifying the 9 3/8% Series A Cumulative Redeemable
Preferred Stock (14)
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)
4.6 Form of Articles Supplementary of JDN Realty Corporation
classifying the 9 3/8% Series A cumulative Redeemable
Preferred Stock (14)
10.1 JDN Realty Corporation 1993 Incentive Stock Plan, as
amended (17)
10.2 JDN Realty Corporation 1993 Non-Employee Director Stock
Option Plan, as amended (17)
10.3 JDN Realty Corporation Long-Term Incentive Plan (17)
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 (13)
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,
as amended (17)
10.21 Employment Agreement by and between J. Donald Nichols and
JDN Realty Corporation, dated as of December 1, 1996 (11)
10.22 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 (17)
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 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 (17)
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 (17)
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, and ALA
Associates, Inc., Jeb L. Hughes and C. Sheldon Whittelsey,
IV (17)
10.32 Third Amended and Restated Master Credit Agreement dated as of
March 29, 2001 among JDN Realty Corporation and Fleet National
Bank as Agent
10.33 Amendment No. 2 to JDN Realty Corporation 1993 Non-Employee
Director Stock Option Plan (19)
10.34 Agreement dated July 26, 2000 between JDN Realty Corporation and
Elizabeth L. Nichols regarding termination of Employment
Agreement by and between Elizabeth L. Nichols and JDN Realty
Corporation dated as of December 1, 1996 (18)
10.35 Employment Agreement by and between Craig Macnab and JDN Realty
Corporation dated as of November 17, 2000
10.36 Employment Agreement by and between Lee S. Wielansky and JDN
Development Company, Inc. dated as of November 27, 2000
10.37 Agreement dated September 5, 2000 and related Consulting Agreement
dated October 2, 2000 between JDN Development Company, Inc. and W.
Fred Williams regarding termination of Employment Agreement by and
between W. Fred Williams and JDN Development Company, Inc.
10.38 Amendment No. 3 to JDN Realty Corporation 1993 Non-Employee
Director Stock Option Plan
10.39 Amendment No. 1 to JDN Realty Corporation 1993 Incentive Stock
Plan.
12 Ratio of Earnings to Fixed Charges
21 Subsidiaries of the Registrant
99.1 Federal Income Tax 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.
(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.
(17) Filed as an exhibit to the Company's filing on Form 10-K for the year
ended December 31, 1999, previously filed pursuant to the Securities
Exchange Act of 1934 and hereby incorporated herein by reference.
(18) Filed as an exhibit to the Company's quarterly report on Form 10-Q for
the quarter ended June 30, 2000, previously filed pursuant to the
Securities Exchange Act of 1934 and hereby incorporated herein by
reference.
(19) Filed as an exhibit to the Company's quarterly report on Form 10-Q for
the quarter ended September 30, 2000, previously filed pursuant to the
Securities Exchange Act of 1934 and hereby incorporated herein by
reference.