UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-K
(X) ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 1999
( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from ------- to ------
Commission File Number 0-24763
REGENCY CENTERS, L.P.
(Exact name of registrant as specified in its charter)
Delaware 59-3429602
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) identification No.)
121 West Forsyth Street, Suite 200 (904) 356-7000
Jacksonville, Florida 32202 (Registrant's telephone No.)
(Address of principal executive offices) (zip code)
Securities registered pursuant to Section 12(b) of the Act:
None
(Title of Class)
Not Applicable
(Name of exchange on which registered)
Securities registered pursuant to Section 12(g) of the Act:
Class B Units of Partnership Interest
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 and (2) has been subject to such filing requirements for
the past 90 days. YES (X) NO ( )
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 Registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment
to this Form 10-K. (X)
The aggregate market value of the voting and non-voting common stock held by
non-affiliates of the Registrant and the number of shares of Registrant's voting
common stock outstanding is not applicable.
Documents Incorporated by Reference
Regency Realty Corporation is the general partner of Regency Centers, L.P.
Portions of Regency Realty Corporation's Proxy Statement in connection with its
1999 Annual Meeting of Shareholders are incorporated by reference in Part III.
<PAGE>
TABLE OF CONTENTS
------------------
Item No. Form 10-K
Report Page
PART I
1. Business...............................................................1
2. Properties.............................................................6
3. Legal Proceedings.....................................................13
4. Submission of Matters to a Vote of Security Holders...................13
PART II
5. Market for the Registrant's Common Equity and Related
Shareholder Matters...................................................13
6. Selected Consolidated Financial Data..................................15
7. Management's Discussion and Analysis of Financial Condition
and Results of Operations..16
7a. Quantitative and Qualitative Disclosures About Market Risk............22
8. Consolidated Financial Statements and Supplementary Data..............23
9. Changes in and Disagreements with Accountants on Accounting
and Financial Disclosure..............................................23
PART III
10. Directors and Executive Officers of the Registrant....................23
11. Executive Compensation................................................24
12. Security Ownership of Certain Beneficial Owners and
Management............................................................24
13. Certain Relationships and Related Transactions........................25
PART IV
14. Exhibits, Financial Statements, Schedules and Reports on Form 8-K.....25
<PAGE>
PART I
Item 1. Business
Regency Realty Corporation ("Regency" or "Company") acquires, owns, develops and
manages neighborhood shopping centers in targeted markets. As of December 31,
1999, Regency owned, directly or indirectly, 216 properties in the United
States, containing approximately 24.8 million square feet of gross leasable area
("GLA").
As of December 31, 1999, Regency had an investment in real estate of
approximately $2.6 billion. Regency's shopping centers were approximately 92.4%
leased as of December 31, 1999.
On February 26, 1999, Regency's stockholders approved the merger of Pacific
Retail Trust ("Pacific") into the Company in a stock for stock transaction (0.48
Regency share for 1 Pacific share). At December 31, 1998, Pacific owned 71
retail shopping centers that were operating or under construction containing 8.4
million SF of GLA. The total cost to acquire Pacific was $1.157 billion based on
the value of Regency shares issued, the assumption of $379 million of
outstanding debt and other liabilities, and transaction costs.
The Company, a Florida corporation organized in 1993, commenced operations as a
real estate investment trust (REIT) in 1993 with the completion of its initial
public offering, and was the successor to the real estate business of The
Regency Group, Inc. which had operated since 1963.
Regency formed Regency Centers, L.P. ("RCLP" or "Partnership"), a Delaware
limited partnership and a public registrant, in 1996, and consolidated
substantially all of its retail shopping centers into RCLP during 1999. RCLP is
now the primary entity through which Regency owns its properties and through
which Regency intends to expand its ownership and operation of retail shopping
centers. At December 31, 1999, Regency owned approximately 97% of the
outstanding common operating partnership units of RCLP. Regency, the general
partner of RCLP, fully controls the operating and investing decisions and
activities of RCLP, and accordingly, the following discussion of Regency's
business also includes the business of RCLP.
See also footnote 3, Segments, to the consolidated financial statements included
herein, for a related discussion of the Company's business.
Operating and Investment Philosophy
Regency's key operating and investment objective is to create long-term
shareholder value by:
growing its high quality real estate portfolio of grocery-anchored
neighborhood shopping centers in attractive markets,
maximizing the value of the portfolio through its "Retail Operating
System," which incorporates research based investment strategies,
value-added leasing and management systems, and customer-driven development
programs, and
using conservative financial management and Regency's substantial capital
base to access the most cost effective capital to fund Regency's growth.
Grocery-Anchored Strategy
Regency focuses its investment strategy on grocery-anchored neighborhood
shopping centers which are located in infill locations or high growth corridors.
Infill locations are situated in densely populated residential communities where
there are significant barriers to entry, such as zoning restrictions, growth
management laws or limited availability of sites for development or expansions.
Regency is focused on building a platform of grocery-anchored neighborhood
shopping centers because grocery stores provide convenience shopping for daily
necessities, generate foot traffic for adjacent "side shop" tenants and should
be better able to withstand adverse economic conditions. By marketing to leading
supermarket chains, Regency believes it can attract the best "side shop"
merchants and enhance revenue potential.
<PAGE>
Research Driven Market Selection
Regency targets specific markets in the United States that offer greater growth
in population, household income and employment than the national averages. In
addition, Regency believes that it can achieve "critical mass" in these markets
(defined as owning or managing 4 to 5 shopping centers) and that it can generate
sustainable competitive advantages, through long-term leases to the predominant
grocery-anchor and other barriers to entry from competition. Within these
markets, Regency's research and investment staff further defines and selects
submarkets and trade areas based on additional analysis of the above data. This
research is used to support either the acquisition or development decision and
assist in the leasing of major and local tenant space.
Retail Operating System
Regency's Retail Operating System drives its value-added operating strategy.
Its Retail Operating System is characterized by:
proactive leasing and management;
value enhancing remerchandising initiatives;
Regency's "preferred customer initiative"; and
a customer-driven development and redevelopment program.
Proactive leasing and management
Regency's integrated approach to asset management strengthens its leasing and
management efforts. Asset managers are an integral component of the acquisition
and development teams. Asset managers are responsible not only for the general
operations of their centers, but also for coordinating leasing efforts, thereby
aligning their interests with Regency's. In addition, Regency's information
systems allow managers to spot future lease expirations and to proactively
market and remerchandise spaces several years in advance of such expirations.
Value enhancing remerchandising initiatives
Regency believes that certain shopping centers under-serve their customers,
reducing foot traffic and negatively affecting the tenants located in the
shopping center. In response, Regency has a remerchandising program directed at
obtaining the optimum mix of tenants offering goods, personal services and
entertainment and dining options in each of its shopping centers. By
re-tenanting shopping centers with tenants that more effectively service the
community, Regency expects to increase sales, and therefore the value of its
shopping centers.
Preferred customer initiative
Regency is implementing the "Preferred Customer Initiative" to enable the
Company to profit from the platform's national and individual market strength
and to enhance internal growth. The "Preferred Customer Initiative" is Regency's
relationship based operating system that focuses on national and regional
retailers that are the best operators in their merchandising categories. With
this customer focused operating system that is augmented by merchandising
research, the Company is in a unique position to continue to attract and better
serve strong retailers by offering multiple leasing opportunities in centers
that have the anchors and demographics that drive retail sales. The Company also
serves the tenants by creating standard lease forms. Regency's objective is to
create a brand with our tenant customers as the preferred neighborhood center
operator and developer. Management expects the benefits of the preferred
customer initiative to improve the merchandising and performance of the shopping
centers, establish brand recognition among leading operators, reduce turnover of
tenants and reduce vacancies.
Customer-driven development and redevelopment program
Regency conducts its development and redevelopment program in close cooperation
with its major grocery customers including Kroger, Publix, Safeway, and
Albertsons. Regency uses its development capabilities to service its customer's
growth needs by building or re-developing modern properties with state of the
art supermarket formats that generate higher returns for Regency under new
long-term leases. Regency's developments are customer driven with an executed
lease from the anchor typically in hand prior to purchase of the land. As a
result of the anchor commitment and Regency's relationship with key, side shop
neighborhood retailers, a significant percentage of the GLA is pre-committed
before commencement of construction.
<PAGE>
Capital Strategy
Regency intends to maintain a conservative capital structure designed to enhance
access to capital on favorable terms, to allow growth through development and
acquisition and to promote future earnings growth. Regency's organizational
documents do not limit the amount of debt that may be incurred; however,
limitations have been established within the covenants of certain loan
agreements related to RCLP's unsecured acquisition and development line of
credit (the "Line') and medium term notes.
Regency's strategy to add shareholder value is designed to enable the Company to
profit from the anomaly between low current pricing for public equity and the
attractive private market valuations of quality neighborhood centers and to
increase returns on invested capital by leveraging Regency's core competencies.
Asset optimization will enable Regency to recycle capital from the sale of
developments at low cap rates and dispositions of properties with limited growth
prospects in the private market at attractive valuations. The proceeds will be
used to finance new development of shopping centers and repurchases of Regency
common stock at attractive yields.
Regency is actively pursuing a joint venture structure to leverage the Company's
expertise and the quality of the operating properties and development pipeline.
Value would be realized by contributing centers and selling developments to the
venture at private market pricing. The joint venture structure will contribute
to cost effectively financing Regency's development program, allow Regency to
recognize profits from sales and expand the shopping center platform. All of
these actions are expected to lead to higher returns on the Company's invested
capital.
Risk Factors Relating to Ownership of Regency Common Stock
The Company is subject to certain business risks arising in connection with
owning real estate which include, among others:
the bankruptcy or insolvency of, or a downturn in the business of, any of
its major tenants could reduce cash flow,
the possibility that such tenants will not renew their leases as they
expire or renew at lower rental rates could reduce cash flow,
risks related to the internet and e-commerce reducing the demand for
shopping centers,
vacated anchor space will affect the entire shopping center because of the
loss of the departed anchor tenant's customer drawing power,
poor market conditions could create an over supply of space or a reduction
in demand for real estate in markets where the Company owns shopping
centers,
the Company's rapid growth could place strains on its resources,
risks relating to leverage, including uncertainty that the Company will be
able to refinance its indebtedness, and the risk of higher interest rates,
unsuccessful development activities could reduce cash flow,
the Company's inability to satisfy its cash requirements for operations and
the possibility that the Company may be required to borrow funds to meet
distribution requirements in order to maintain its qualification as a REIT,
potential liability for unknown or future environmental matters and costs
of compliance with the Americans with Disabilities Act,
the risk of uninsured losses, and
unfavorable economic conditions could also result in the inability of
tenants in certain retail sectors to meet their lease obligations and
otherwise could adversely affect the Company's ability to attract and retain
desirable tenants.
<PAGE>
Compliance with Governmental Regulations
Under various federal, state and local laws, ordinances and regulations, an
owner or manager of real estate may be liable for the costs of removal or
remediation of certain hazardous or toxic substances on such property. These
laws often impose liability without regard to whether the owner knew of, or was
responsible for, the presence of the hazardous or toxic substances. The cost of
required remediation and the owner's liability for remediation could exceed the
value of the property and/or the aggregate assets of the owner. The presence of
such substances, or the failure to properly remediate such substances, may
adversely affect the owner's ability to sell or rent the property or borrow
using the property as collateral. Regency has a number of properties that will
require or are currently undergoing varying levels of environmental remediation.
These remediations are not expected to have a material financial effect on the
Company due to financial statement reserves and various state-regulated programs
that shift the responsibility and cost for remediation to the state.
Competition
The Company believes the ownership of shopping centers is highly fragmented,
with less than 10% owned by REITs. Regency faces competition from other REITs in
the acquisition, ownership and leasing of shopping centers as well as from
numerous small owners. Regency competes for the development of shopping centers
with other REITs engaged in development activities as well as with local,
regional and national real estate developers. Regency develops properties by
applying its proprietary research methods to identify development and leasing
opportunities and by significantly pre-leasing development centers before
beginning construction. Regency competes for the acquisition of properties
through proprietary research that identifies opportunities in markets with high
barriers to entry and higher-than-average population growth and household
income. Regency seeks to maximize rents per square foot by establishing
relationships with supermarket chains that are first or second in their markets
and leasing non-anchor space in multiple centers to national or regional
tenants. There can be no assurance, however, that other real estate owners or
developers will not utilize similar research methods and target the same markets
and anchor tenants that Regency targets or that such entities will successfully
control these markets and tenants to the exclusion of Regency.
Changes in Policies
The Company's Board of Directors determines policies with respect to certain
activities, including its debt capitalization, growth, distributions, REIT
status, and investment and operating strategies. The Board of Directors may
amend these policies at any time without a vote of the Company's shareholders.
Employees
The Company's headquarters are located in Jacksonville, Florida. The Company
presently maintains 16 offices in 10 states where it conducts management,
leasing and development activities. As of December 31, 1999, the Company had
approximately 342 employees and believes that relations with its employees are
good.
<PAGE>
Item 2. Properties
The Partnership's properties summarized by state including their gross leasable
areas (GLA) follows:
<TABLE>
<CAPTION>
Location December 31, 1999 December 31, 1998
------- ----------------- -----------------
# Properties GLA % Leased # Properties GLA % Leased
------------ ----- ------- ------------ --- --------
<S> <C> <C> <C> <C> <C> <C>
Florida 39 4,859,031 91.3% 36 4,571,617 92.9%
California 36 3,858,628 96.4% - - -
Texas 29 3,849,549 88.8% 5 479,900 84.7%
Georgia 25 2,539,556 91.9% 25 2,560,383 92.8%
Ohio 14 1,923,100 94.0% 12 1,527,510 96.8%
North Carolina 12 1,241,639 97.9% 12 1,239,783 98.3%
Washington 9 1,066,962 90.6% - - -
Colorado 10 903,502 94.1% 5 447,569 89.4%
Oregon 7 616,070 89.2% - - -
Arizona 2 326,984 99.7% - - -
Tennessee 3 271,697 98.9% 4 295,179 96.8%
Michigan 3 250,655 81.7% 2 177,929 81.5%
Delaware 1 232,754 96.3% 1 232,752 94.8%
Kentucky 1 205,061 91.8% 1 205,060 95.6%
Virginia 2 197,324 96.1% 2 197,324 97.7%
Illinois 1 178,600 85.9% 1 178,600 86.9%
South Carolina 2 162,056 98.8% 2 162,056 100.0%
Missouri 1 82,498 95.8% 1 82,498 99.8%
Wyoming 1 75,000 81.3% - - -
----------- ------------ ------------ ------------ ------------ ------------
Total 198 22,840,666 92.6% 109 12,358,160 93.6%
----------- ------------ ------------ ------------ ------------ ------------
</TABLE>
The following table summarizes the largest tenants occupying the Partnership's
shopping centers based upon a percentage of total annualized base rent exceeding
.5% at December 31, 1999. The table includes 100% of the base rent from leases
of properties owned by joint ventures. Excluding the portion of base rent of
joint ventures not owned by the Partnership, Kroger's percentage of annualized
Partnership's base rent is 9.54%.
Summary of Principal Tenants > .5% of Annualized Base Rent
(including Properties Under Development)
<TABLE>
<CAPTION>
% of
% to Partnership Annualized # of
Tenant SF Owned GLA Rent Base Rent Stores
------ -- --------- ----- ---------- ------
<S> <C> <C> <C> <C> <C>
Kroger 3,023,033 13.2% 26,792,538 11.4% 52
Safeway 1,237,432 5.4% 10,824,727 4.6% 26
Publix 1,444,019 6.3% 10,079,878 4.3% 32
Albertsons 727,353 3.2% 6,943,882 3.0% 14
Blockbuster 381,207 1.7% 6,508,308 2.8% 65
Winn Dixie 594,543 2.6% 4,255,149 1.8% 12
Harris Teeter 275,075 1.2% 2,967,636 1.3% 6
Hallmark 194,793 0.9% 2,757,661 1.2% 47
K-Mart 507,645 2.2% 2,615,359 1.1% 6
Long's Drugs 207,715 0.9% 1,943,129 0.8% 9
Eckerd 215,972 0.9% 1,886,163 0.8% 22
Walgreens 192,401 0.8% 1,855,359 0.8% 14
Hollywood Video 102,105 0.4% 1,763,850 0.8% 16
H.E.B. Grocery 150,682 0.7% 1,674,162 0.7% 2
Stein Mart 217,445 1.0% 1,262,297 0.5% 6
Gigante 138,286 0.6% 1,246,379 0.5% 2
Rite Aid 122,465 0.5% 1,208,376 0.5% 7
Mail Boxes, Etc. 71,072 0.3% 1,202,672 0.5% 54
Target 102,830 0.5% 1,175,000 0.5% 1
</TABLE>
<PAGE>
The Partnership's leases have lease terms generally ranging from three to five
years for tenant space under 5,000 square feet. Leases greater than 10,000
square feet generally have lease terms in excess of five years, mostly comprised
of anchor tenants. Many of the anchor leases contain provisions allowing the
tenant the option of extending the term of the lease at expiration. The
Partnership's leases provide for the monthly payment in advance of fixed minimum
rentals, additional rents calculated as a percentage of the tenant's sales, the
tenant's pro rata share of real estate taxes, insurance, and common area
maintenance expenses, and reimbursement for utility costs if not directly
metered. The following table sets forth a schedule of lease expirations for the
next ten years, assuming that no tenants exercise renewal options:
Future
Percent of Minimum Percent
Lease Total Rent Total
Expiration Expiring Partnership Expiring Minimum
Year GLA GLA Leases Rent (2)
---- --- --- ------ --------
(1) 552,279 2.7% 6,614,154 2.8%
2000 1,337,006 6.4% 17,833,045 7.5%
2001 1,766,108 8.5% 24,305,272 10.2%
2002 1,913,470 9.2% 25,021,108 10.5%
2003 1,640,946 7.9% 23,096,744 9.7%
2004 1,974,539 9.5% 28,332,271 11.9%
2005 886,205 4.3% 10,007,682 4.2%
2006 837,489 4.0% 9,526,368 4.0%
2007 887,856 4.3% 9,207,554 3.9%
2008 855,458 4.1% 7,780,401 3.3%
2009 736,900 3.5% 7,713,090 3.3%
------------ ------ -------------- -----
10 Yr Total 13,388,256 64.5% $ 169,437,689 71.0%
------------ ------ -------------- -----
(1) leased currently under month to month rent or in process of
renewal
(2) total minimum rent includes current minimum rent and
future contractual rent steps for all properties, but excludes
additional rent such as percentage rent, common area
maintenance, real estate taxes and insurance reimbursements.
See the property table below and also see Item 7, Management's Discussion and
Analysis for further information about the Partnership's properties.
<PAGE>
<TABLE>
<CAPTION>
Year Gross
Year Con- Leasable Percent Grocery
Property Name Acquired structed(1) Area(GLA) Leased(2) Anchor
- -------------- -------- ----------- ---------- ---------- ---------
<S> <C> <C> <C> <C> <C>
FLORIDA
Jacksonville /
North Florida
- -------------
Anastasia 1993 1988 102,342 90.2% Publix
Bolton Plaza 1994 1988 172,938 100.0% --
Carriage Gate 1994 1978 76,833 78.6% --
Courtyard (3) 1993 1987 67,794 12.7% Albertson's (4)
Ensley Square (5) 1997 1977 62,362 97.3% Delchamps
Fleming Island 1998 1994 80,205 100.0% Publix
Highlands Square (6) 1998 1999 262,549 80.4% Publix/Winn-Dixie
Julington Village (6) 1999 1999 81,820 69.9% Publix
Millhopper (3) 1993 1974 84,065 97.0% Publix
Newberry Square 1994 1986 180,524 96.8% Publix
Old St. Augustine Plaza 1996 1990 170,220 97.6% Publix
Palm Harbour 1996 1991 172,758 90.7% Publix
Pine Tree Plaza 1997 1999 60,787 98.4% Publix
Regency Court 1997 1992 218,665 96.6% --
South Monroe 1996 1998 80,188 95.5% Winn-Dixie
Tampa / Orlando
- ---------------
Beneva Village Shops 1998 1987 141,532 96.0% Publix
Bloomingdale Square 1998 1987 267,935 95.5% Publix
Kings Crossing Sun City (6) 1999 75,020 68.5% Publix
Mainstreet Square 1997 1988 107,159 93.0% Winn-Dixie
Mariner's Village 1997 1986 117,665 94.4% Winn-Dixie
Market Place - St. Petersburg 1995 1983 86,496 100.0% Publix
Peachland Promenade 1995 1991 82,082 89.9% Publix
Regency Square 1993 1986 341,446 87.7% --
at Brandon (3)
Seven Springs 1994 1986 162,580 86.7% Winn-Dixie
Terrace Walk (3) 1993 1990 50,926 41.3% --
Town Square (6) 1997 1999 43,796 0.0% --
University Collections 1996 1984 106,627 82.6% Kash N Karry (4)
Village Center-Tampa 1995 1993 174,780 90.2% Publix
West Palm Beach /
Treasure Coast
- --------------
Boynton Lakes Plaza 1997 1993 130,925 100.0% Winn-Dixie
Chasewood Plaza (3) 1993 1986 141,034 91.0% Publix
Chasewood Storage (3) 1993 1986 42,810 100.0% --
East Port Plaza 1997 1991 235,842 93.4% Publix
Martin Downs Village Center(3) 1993 1985 121,946 91.7% --
Martin Downs Village Shoppes 1993 1998 49,773 93.0% --
Ocean Breeze (3) 1993 1985 108,209 85.4% Publix
Ocean East (5) 1996 1997 113,328 92.9% Stuart Foods
Tequesta Shoppes 1996 1986 109,766 93.4% Publix
Town Center at Martin Downs 1996 1996 64,546 93.5% Publix
Wellington Market Place 1995 1990 178,155 90.7% Winn-Dixie
Wellington Town Square 1996 1982 105,150 95.8% Publix
Miami / Ft. Lauderdale
- ----------------------
Aventura 1994 1974 102,876 100.0% Publix
Berkshire Commons 1994 1992 106,354 98.5% Publix
Garden Square 1997 1991 90,033 94.0% Publix
North Miami (3) 1993 1988 42,500 100.0% Publix
Palm Trails Plaza 1997 1998 76,067 98.3% Winn-Dixie
Shoppes @ 104 1998 1990 108,189 95.4% Winn Dixie
Tamiami Trail 1997 1987 110,867 94.9% Publix
University Market Place 1993 1990 129,121 78.4% Albertson's (4)
Welleby 1996 1982 109,949 89.9% Publix
--------- ------
Subtotal/Weighted
Average(Florida) 5,909,534 89.9%
--------- ------
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Year Gross
Year Con- Leasable Percent Grocery
Property Name Acquired structed(1) Area(GLA) Leased(2) Anchor
- ------------- -------- ----------- --------- --------- --------
<S> <C> <C> <C> <C> <C>
CALIFORNIA
Los Angeles / SCA
- -----------------
Bristol and Warner 1999 1998 121,677 95.6% Food 4 Less
Costa Verde 1999 1988 178,619 100.0% Albertson's
Crossroads Plaza 1999 1988 60,638 100.0% Gigante
El Camino 1999 1995 135,883 99.3% Von's Food & Drug
El Norte Parkway Plaza 1984 87,990 96.9% Von's Food & Drug
Folsom (6) 1999 1999 - 0.0% --
Friars Mission 1999 1989 145,608 100.0% Ralph's
Hawthorne 1999 1999 92,496 99.5% Lucky's
Heritage Plaza 1999 1981 231,883 99.9% Ralph's
Long Beach Corporate Sq. (6) 1999 54,923 100.0% Ralph's
Monrovia (6) 1999 1999 48,187 96.9% --
Morningside Plaza 1999 1996 91,599 100.0% Albertson's
Newland Center 1999 1985 166,492 97.1% Lucky's
Oakbrook Plaza 1999 1982 83,278 94.4% Albertson's
Plaza de Hacienda 1999 1991 125,602 95.6% Food 4 Less
Plaza Hermosa 1999 1984 94,939 100.0% Von's Food & Drug
Rancho Santa Margarita (6) 1999 152,260 51.9% --
Rona Plaza 1999 1989 51,779 100.0% Food 4 Less
Santa Ana Downtown Plaza 1987 100,305 100.0% Food 4 Less
Twin Peaks 1999 1988 198,139 97.6% Lucky's
Ventura Village 1999 1984 76,070 95.7% Von's Food & Drug
Westlake Village Plaza 1975 190,655 98.9% Von's Food & Drug
Woodman - Van Nuys 1999 1992 107,570 96.3% Gigante
San Francisco / NCA
- -------------------
Arden Square 1999 1994 100,162 94.8% --
Blossom Valley 1999 1990 91,969 96.8% Safeway
Country Club 1999 1994 111,251 100.0% Albertson's
Diablo Plaza 1999 1982 63,265 100.0% Safeway (4)
Encina Grande 1999 1965 102,499 100.0% Safeway
Loehmann's Plaza 1999 1983 113,309 94.9% Safeway (4)
San Leandro 1999 1982 50,853 100.0% Safeway (4)
Sequoia Station 1999 1996 103,388 99.5% Safeway (4)
Strawflower Village 1999 1985 78,827 95.4% Safeway
Tassajara Crossing 1999 1990 141,790 98.1% Safeway
The Promenade 1999 1989 136,022 96.2% Bel Air Market
West Park Plaza 1999 1996 88,103 100.0% Safeway
Woodside Central 1999 1993 80,598 100.0% --
--------- ------
Subtotal/Weighted
Average(California) 3,858,628 96.4%
--------- ------
TEXAS
Austin
- ------
Hancock Center 1999 1998 413,757 97.6% H.E.B.
North Hills 1999 1995 144,019 98.7% H.E.B.
Dallas / Ft. Worth
- ------------------
Arapaho Village 1999 1997 108,816 82.4% Tom Thumb
Bethany Lake (5) 1998 1998 74,066 100.0% Kroger
Casa Linda Plaza 1999 1997 324,620 87.4% Albertson's
Cooper Street 1999 1992 133,239 100.0% --
Creekside (5) 1998 1998 96,816 96.0% Kroger
Harwood Hills PH I & II 1996 122,860 93.9% Tom Thumb
Hebron Park (6) 1999 1999 47,312 76.2% Albertson's (4)
Hillcrest Village 1999 1991 14,488 100.0% --
Keller Town Center (6) 1999 113,000 62.4% Tom Thumb
MacArthur Park Phase II (6) 1999 197,643 59.5% Kroger
Market @ Preston Forest 1990 90,170 100.0% Tom Thumb
Market @ Round Rock 1987 123,345 99.8% Albertson's
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Year Gross
Year Con- Leasable Percent Grocery
Property Name Acquired structed(1) Area(GLA) Leased(2) Anchor
- ------------- -------- ----------- --------- --------- ---------
<S> <C> <C> <C> <C> <C>
TEXAS
Dallas / Ft. Worth (Continued)
- ------------------------------
Mills Pointe 1999 1986 126,238 97.4% Tom Thumb
Mockingbird Commons 1987 121,415 93.2% Tom Thumb
Northview Plaza 1999 1991 117,034 91.6% Kroger
Preston Brook - Frisco (5)(6) 1998 1998 91,274 96.5% Kroger
Preston Park 1999 1985 268,869 99.4% Tom Thumb
Prestonwood (6) 1999 1999 100,421 48.6% Albertson's (4)
Ridglea Plaza 1999 1986 197,961 79.6% Tom Thumb
Shiloh Springs (5) 1998 1998 88,865 96.8% Kroger
Southpark 1999 1997 146,225 93.9% Albertson's
Tarrant Pkwy Plaza (6) 1999 33,500 12.5% Albertson's (4)
The Village 1999 1982 95,148 90.7% Tom Thumb
Trophy Club (6) 1999 1999 107,700 72.1% Tom Thumb
Valley Ranch PH I, II & III 1997 117,281 99.9% Tom Thumb
Village Center - Southlake (5) 1998) 1998 118,172 88.6% Kroger
Houston
- -------
Champions Forest 1999 1983 115,295 96.9% Randall's Food
--------- ------
Subtotal/Weighted
Average(Texas) 3,849,549 88.8%
--------- ------
GEORGIA
Atlanta
- -------
Ashford Place 1997 1993 53,345 100.0% --
Braelin Village (5) 1997 1991 226,522 97.0% Kroger
Briarcliff LaVista 1997 1962 41,098 100.0% --
Briarcliff Village (6) 1997 1990 183,752 92.3% Publix
Buckhead Court 1997 1984 55,227 91.3% --
Cambridge Square 1996 1979 69,650 76.4% Harris Teeter
Cromwell Square 1997 1990 70,282 95.1% --
Cumming 400 1997 1994 126,899 93.7% Publix
Delk Spectrum (3)(5) 1998 1991 100,880 100.0% A&P
Dunwoody Hall 1997 1986 82,527 48.4% --
Dunwoody Village (5) 1997 1975 114,658 92.5% Ingles
Loehmann's Plaza 1997 1986 137,635 95.7% --
Lovejoy Station 1997 1995 77,336 100.0% Publix
Memorial Bend 1997 1995 182,781 92.4% Publix
Orchard Square 1995 1987 85,941 52.3% --
Paces Ferry Plaza 1997 1987 61,693 92.3% --
Powers Ferry Square 1997 1987 97,809 97.1% Harry's
Powers Ferry Village 1997 1994 78,995 99.9% Publix
Rivermont Station 1997 1996 90,267 100.0% Harris Teeter
Roswell Village 1997 1997 143,980 97.7% Publix
Russell Ridge 1994 1995 98,556 100.0% Kroger
Sandy Plains Village 1996 1992 175,035 92.1% Kroger
Sandy Springs Village 1997 1997 45,039 100.0% --
Trowbridge Crossing (5) 1997 1997 62,558 96.3% Publix
Other Markets
- -------------
Evans Crossing 1998 1993 83,681 100.0% Kroger
LaGrangeMarketplace(3) 1993 1989 76,327 95.2% Winn-Dixie
Parkway Station (5) 1996 1983 94,290 85.0% Kroger
--------- ------
Subtotal/Weighted
Average(Georgia) 2,716,763 92.3%
--------- ------
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Year Gross
Year Con- Leasable Percent Grocery
Property Name Acquired structed(1) Area(GLA) Leased(2) Anchor
- ------------- -------- ----------- --------- ---------- --------
<S> <C> <C> <C> <C> <C>
OHIO
Cincinnati
- ----------
Beckett Commons 1998 1995 112,936 100.0% Kroger
Cherry Grove 1998 1997 185,498 100.0% Kroger
Hamilton Meadows 1998 1989 126,252 97.8% Kroger (4)
Hyde Park Plaza 1997 1995 374,544 98.1% Kroger/Winn-Dixie
Shoppes at Mason 1998 1997 80,880 95.1% Kroger
Silverlake 1998 1988 100,246 93.4% Kroger
Westchester Plaza 1998 1988 88,181 100.0% Kroger
Columbus
East Pointe 1998 1993 86,524 95.1% Kroger
Hampstead Village (6) 1999 91,805 82.5% Kroger
Kingsdale (6) 1997 1999 270,697 74.0% Big Bear
North Gate/(Maxtown) 1998 1996 85,101 100.0% Kroger
Park Place 1998 1988 106,833 98.6% Big Bear
Windmiller Plaza 1998 1997 120,509 97.1% Kroger
Worthington 1998 1991 93,094 100.0% Kroger
--------- ------
Subtotal/Weighted
Average(Ohio) 1,923,100 94.0%
--------- ------
NORTH CAROLINA
Asheville
- ---------
Oakley Plaza 1997 1988 118,728 100.0% Bi-Lo
Charlotte
- ---------
Carmel Commons 1997 1979 132,651 96.5% Fresh Market
City View 1996 1993 77,550 95.4% Winn-Dixie
Union Square 1996 1989 97,191 98.8% Harris Teeter
Raleigh / Durham
- ----------------
Bent Tree Plaza 1998 1994 79,503 100.0% Kroger
Garner Town Square 1998 1998 221,576 98.1% Kroger
Glenwood Village 1997 1983 42,864 100.0% Harris Teeter
Lake Pine Plaza 1998 1997 87,691 97.6% Kroger
Maynard Crossing 1998 1997 122,814 98.2% Kroger
Southpoint Crossing (5) 1998 1998 103,128 92.6% Kroger
Woodcroft 1996 1984 85,353 100.0% Food Lion
Winston-Salem
- -------------
Kernersville Marketplace 1998 1997 72,590 100.0% Harris Teeter
--------- ------
Subtotal/Weighted
Average(North Carolina) 1,241,639 97.9%
--------- ------
WASHINGTON
Seattle
- -------
Cascade Plaza (6) 1999 1999 215,477 67.1% Safeway
Inglewood Plaza 1999 1985 17,253 100.0% --
James Center (6) 1999 1999 114,175 86.9% Fred Myer
Lake Meridian 1999 1989 165,210 92.7% Fred Myer
Pine Lake Village 1999 1989 100,953 100.0% Quality Foods
Sammamish Highlands 1992 101,289 100.0% Safeway (4)
South Point Plaza 1999 1997 190,454 98.9% Cost Cutters
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Year Gross
Year Con- Leasable Percent Grocery
Property Name Acquired structed(1) Area(GLA) Leased(2) Anchor
- ------------- -------- ----------- --------- --------- ---------
<S> <C> <C> <C> <C> <C>
WASHINGTON
Seattle (Continued)
- -------------------
Southcenter 1999 1990 58,281 100.0% --
Thomas Lake 1999 1998 103,870 100.0% Albertson's
--------- ------
Subtotal/Weighted
Average(Washington) 1,066,962 90.6%
--------- ------
COLORADO
Colorado Springs
- ----------------
Cheyenne Meadows (5) 1998 1998 89,893 100.0% King Soopers
Jackson Creek (5) 1998 1999 85,259 98.4% Kroger
Woodman Plaza (6)(5) 1998 1998 97,913 85.7% King Soopers
Denver
- ------
Boulevard Center 1999 1986 92,483 95.2% Safeway (4)
Buckley Square 1999 1978 116,206 93.2% King Soopers
Leetsdale Marketplace 1993 119,916 98.7% Safeway
Littleton Square 1999 1997 94,257 100.0% King Soopers
Lloyd King Center (5) 1998 1998 83,326 100.0% King Soopers
Redlands Marketplace (6) 1999 37,817 36.3% Albertson's (4)
Stroh Ranch (5) 1998 1998 86,432 100.0% King Soopers
--------- ------
Subtotal/Weighted
Average(Colorado) 903,502 94.1%
--------- ------
OREGON
Portland
- --------
Cherry Park Market (Grmr) 1997 113,518 78.5% Safeway
Murrayhill Marketplace 1988 149,214 98.4% Thriftway
Sherwood II (6) 1999 1999 32,600 0.0% Safeway (4)
Sherwood Market Center 1995 124,256 97.3% Albertson's
Sunnside 205 1999 1988 53,279 93.6% --
Walker Center 1999 1987 89,624 100.0% --
West Hills 1999 1998 53,579 100.0% QFC
--------- ------
Subtotal/Weighted
Average(Oregon) 616,070 89.2%
--------- ------
ALABAMA
Birmingham
- ----------
Villages of Trussville (3) 1993 1987 69,280 97.7% Bruno's
West County Marketplace (3) 1993 1987 129,155 100.0% Food World (4)
Montgomery
- ----------
Country Club (3) 1993 1991 67,622 100.0% Winn-Dixie
Other Markets
- -------------
Bonner's Point (3) 1993 1985 87,281 98.6% Winn-Dixie
Marketplace -
Alexander City (3) 1993 1987 162,723 100.0% Winn-Dixie
--------- ------
Subtotal/Weighted
Average(Alabama) 516,061 99.5%
--------- ------
ARIZONA
- -------
Paseo Village 1999 1998 92,399 100.0% ABCO
Pima Crossing 1999 1996 234,585 99.5% Basha's
--------- ------
Subtotal/Weighted
Average(Arizona) 326,984 99.7%
--------- ------
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Year Gross
Year Con- Leasable Percent Grocery
Property Name Acquired structed(1) Area(GLA) Leased(2) Anchor
- -------------- ----------- ----------- --------- --------- -------
<S> <C> <C> <C> <C> <C>
TENNESSEE
Nashville
- ---------
Harpeth Village (5) 1997 1998 70,091 100.0% Albertson's
Nashboro Village 1998 1998 86,811 96.5% Kroger
Peartree Village 1997 1997 114,795 100.0% Harris Teeter
---------- --------
Subtotal/Weighted
Average(Tennessee) 271,697 98.9%
--------- --------
MICHIGAN
- --------
Fenton Marketplace (6) 1999 73,339 73.3% Farmer Jack
Lakeshore 1998 1996 85,395 98.7% Kroger
Waterford (6) 1998 1998 91,921 72.6% Kroger
---------- --------
Subtotal/Weighted
Average(Michigan) 250,655 81.7%
---------- --------
VIRGINIA
- --------
Brookville Plaza 1998 1991 63,664 95.8% Kroger
Statler Square 1998 1996 133,660 96.3% Kroger
---------- --------
Subtotal/Weighted
Average(Virginia) 197,324 96.1%
---------- --------
MISSISSIPPI
- -----------
Columbia Marketplace(3) 1993 1988 136,002 98.7% Winn-Dixie
Lucedale Marketplace(3) 1993 1989 49,059 91.0% Delchamps
---------- --------
Subtotal/Weighted
Average(Mississippi) 185,061 96.6%
---------- --------
SOUTH CAROLINA
- --------------
Merchants Village 1997 1997 79,723 100.0% Publix
Queensborough (5) 1998 1993 82,333 97.7% Publix
---------- --------
Subtotal/Weighted
Average(South Carolina) 162,056 98.8%
---------- --------
DELAWARE
- --------
Pike Creek 1998 1981 232,754 96.3% Acme
KENTUCKY
- --------
Franklin Square 1998 1988 205,061 91.8% Kroger
ILLINOIS
- --------
Hinsdale Lake Commons 1998 1986 178,600 85.9% Dominick's
MISSOURI
- --------
St. Ann Square 1998 1986 82,498 95.8% National
WYOMING
- -------
Dell Range Road (5)(6) 1999 75,000 81.3% King Soopers
---------- --------
Total Weighted Average 24,769,498 92.4%
========== ========
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Drug Store & Other
Property Name Other Anchors Tenants
- ---------------------------- -------------------------- ----------------------------------------------------
<S> <C> <C>
FLORIDA
Jacksonville /
North Florida
- --------------
Anastasia -- Hallmark, Schmagel's Bagels, Mailboxes
Bolton Plaza Wal-Mart Radio Shack, Payless Shoes, Mailboxes
Carriage Gate TJ Maxx Brueggers Bagels, Bedfellows, Alterations
Courtyard (3) -- Buffalo's Cafe, Olan Mills
Ensley Square (5) -- Radio Shack, Hallmark, Amsouth Bank
Fleming Island -- Mail Boxes, Etc. ,Radio Shack, Hallmark
Highlands Square (6) Eckerd, Big Lots Hair Cuttery, Rent Way, Precision Printing
Julington Village (6) -- Mailboxes, Etc., H&R Block, Hair Cuttery
Millhopper (3) Eckerd Book Gallery, Postal Svc., Chesapeake Bagel
Newberry Square Kmart H & R Block, Cato Fashions, Olan Mills
Old St. Augustine Plaza Eckerd, Waccamaw Mail Boxes, Etc., Hallmark, Hair Cuttery
Palm Harbour Eckerd, Bealls Mail Boxes, Etc., Hallmark, Merle Norman
Pine Tree Plaza -- Great Clips, CiCi's Pizza, Soupersalad
Regency Court CompUSA, Office Depot H&R Block, Mail Boxes Etc., Payless Shoes
Sports Authority Loop Restaurant, Ashley Furniture Homestore
South Monroe Eckerd Rent-A-Center, H&R Block, Blockbuster
Tampa / Orlando
- ----------------
Beneva Village Shops Walgreen's, Ross Dress for Less Stride Rite, GNC, Subway, H&R Block
Bloomingdale Square Eckerd, Wal-Mart, Beall's Radio Shack, H&R Block, Hallmark
Kings Crossing Sun City (6) -- --
Mainstreet Square Walgreen's Rent-A-Center, Discount Auto Parts, Norwest
Mariner's Village Walgreen's Supercuts. Pak Mail, Allstate Insurance
Market Place - St. Peters Eckerd Mail Boxes, Etc., Republic, Weight Watchers
Peachland Promenade -- Southern Video, Subway, GNC
Regency Square TJ Maxx, AMC Pak Mail, Lens Crafter, Jo-Ann Fabrics
at Brandon (3) Staples, Marshalls S&K Famous Brands, Shoe Carnival
Seven Springs Kmart State Farm, Subway, H & R Block
Terrace Walk (3) -- Cici's Pizza, Norwest Financial
Town Square (6) -- --
University Collections Eckerd Hallmark, Jo-Ann's Fabrics, Dockside Imports
Village Center-Tampa Walgreen's, Stein Mart Hallmark, Blockbuster, Mens Warehouse
West Palm Beach /
Treasure Coast
- --------------
Boynton Lakes Plaza Walgreen's Radio Shack, Baskin Robbins, Dunkin Donuts
Chasewood Plaza (3) Walgreen's Hallmark, GNC, Supercuts
Chasewood Storage (3) -- --
East Port Plaza Walgreen's, Kmart, Sears Homelife H & R Block, GNC, Subway, Cato
Martin Downs Village Center(3) Walgreen's, Coastal Care Payless Theater, Hallmark, Nations Bank
Martin Downs Village Shoppes Walgreen's Mailbox Plus, Allstate, Optical Outlet
Ocean Breeze (3) Walgreen's, Coastal Care Mail Boxes, National Bank, World Travel
Ocean East (5) Coastal Care Mail Boxes, Nations Bank, Royal Dry Cleaners
Tequesta Shoppes Walgreen's Mail Boxes, Etc., Hallmark, Radio Shack
Town Center at Martin Dow -- Mail Boxes, Health Exchange, Champs Hair
Wellington Market Place Walgreen's, United Artists Pak Mail, Subway, Papa John's
Wellington Town Square Eckerd Mail Boxes, State Farm, Coldwell Banker
Miami / Ft. Lauderdale
- -----------------------
Aventura Eckerd Footlabs, Bank United, City of Aventura
Berkshire Commons Walgreen's H & R Block, Century 21, Allstate
Garden Square Eckerd Subway, GNC, Hair Cuttery
North Miami (3) Eckerd --
Palm Trails Plaza -- Mail Boxes, Sal's Pizza, Personnel One
Shoppes @ 104 -- Mail Boxes Etc., GNC, Subway
Tamiami Trail Eckerd Mail Boxes, Etc., Radio Shack, Pizza Hut
University Market Place -- H & R Block, Mail Boxes Etc., Olan Mills
Welleby Walgreen's H & R Block, Mail Boxes Plus, Pizza Hut
Subtotal/Weighted
Average(Florida)
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Drug Store & Other
Property Name Other Anchors Tenants
- ---------------------------- -------------------------- ----------------------------------------------------
<S> <C> <C>
CALIFORNIA
Los Angeles / SCA
- -----------------
Bristol and Warner -- Banner Central, Party Supply, Domino's
Costa Verde Pier 1, Bookstar Blockbuster Video, US Post Office, Subway
Crossroads Plaza -- --
El Camino Sav-On Drugs Kinkos, Bank America, State Farm
El Norte Parkway Plaza -- Our Fitness, Great Clips
Folsom (6) -- --
Friars Mission Long's Drugs H&R Block, Mail Boxes Etc., Subway
Hawthorne -- Hollywood Video, Radio Shack, GNC
Heritage Plaza Sav-On Drugs, Ace Hardware Bank of America, H&R Block, Hallmark
Long Beach Corporate Sq. -- --
Monrovia (6) Ross Dress for Less Simmons Beautyrest, Airtouch Cellular
Morningside Plaza -- Hallmark, Subway, Mail Boxes Etc.
Newland Center -- Wells Fargo Bank, Kinko's, Starbucks
Oakbrook Plaza -- Century 21, TCBY Yogurt, Subway
Plaza de Hacienda -- Kragen Auto Parts, Taco Bell
Plaza Hermosa Sav-On Drugs Blockbuster Video, Hallmark, Mail Boxes Etc.
Rancho Santa Margarita (6 Marshalls, Staples --
Rona Plaza -- Home Video, Acapulco Travel
Santa Ana Downtown Plaza Thrifty Drug Blockbuster Video, Little Caesars Pizza
Twin Peaks Target Starbucks, Subway, GNC, Clothestime
Ventura Village -- Blockbuster Video, Papa Johns Pizza
Westlake Village Plaza Long's Drugs Bank of America, Citibank, Blockbuster Video
Woodman - Van Nuys -- Supercuts, H&R Block, Chief Auto Parts
San Francisco / NCA
- -------------------
Arden Square Jo-Ann Fabrics, Office Max Beverages & More, Great Clips
Blossom Valley Long's Drugs US Post Office, Hallmark, Great Clips
Country Club Long's Drugs Blockbuster Video, Subway, GNC
Diablo Plaza Jo-Ann Fabrics Hallmark, Mail Boxes Etc., Clothestime
Encina Grande Walgreens Blockbuster Video, Radio Shack, Mail Boxes
Loehmann's Plaza Long's Drugs, Loehmann's Starbucks, Hallmark, Blockbuster Video
San Leandro -- Radio Shack, Hallmark, Blockbuster Video
Sequoia Station Long's Drugs, Old Navy Starbucks, Sees Candie, United Airlines
Barnes and Noble
Strawflower Village -- Hallmark, Mail Boxes Etc., Subway
Tassajara Crossing Long's Drugs, Ace Hardware Citibank, Hallmark, Petco, GNC
The Promenade Long's Drugs Bank of America, Mail Boxes Etc., GNC
West Park Plaza Rite Aid Blockbuster Video, Starbucks, Supercuts
Woodside Central Marshalls Hollywood Video, Pier 1 Imports, GNC
Subtotal/Weighted
Average(California)
TEXAS
Austin
- -------
Hancock Center Sears, Old Navy Hollywood Video, Radio Shack, GNC
North Hills -- Hollywood Video, Hallmark, Subway
Dallas / Ft. Worth
- ------------------
Arapaho Village -- H&R Block, Hallmark, GNC, Mail Boxes Etc.
Bethany Lake (5) -- Boss Cleaners, Mr. Parcel, Fantastic Sams
Casa Linda Plaza Eckerd, Petco Mail Boxes Etc, Blockbuster Video, Hallmark
Cooper Street Circuit City, Office Max, Jo-Ann Fabrics, Mail Boxes Etc., State Farm
Sears Homelife
Creekside (5) -- Hollywood Video, CICI's,Fantastic Sams
Harwood Hills PH I & II -- Good Year, Sport Clips, Pac N Mail
Hebron Park (6) -- Blockbuster Video, Hallmark, GNC
Hillcrest Village -- Blockbuster Video, American Airlines
Keller Town Center (6) -- Sports Clips, Custom Cleaners
MacArthur Park Phase II ( Barnes & Noble Coldwell Bankers, Great Clips
Market @ Preston Forest -- Nations Bank, Fantastic Sams
Market @ Round Rock -- Radio Shack, H&R Block, Merle Norman
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Drug Store & Other
Property Name Other Anchors Tenants
- ---------------------------- -------------------------- ----------------------------------------------------
<S> <C> <C>
TEXAS
Dallas / Ft. Worth (Continued)
- ------------------------------
Mills Pointe -- Blockbuster Video, Hallmark, H&R Block
Mockingbird Commons -- State Farm, GNC, Starbucks
Northview Plaza -- Blockbuster Video, Merle Norman, Pro-Cuts
Preston Brook - Frisco (5 -- Coldwell Banker, GNC, Hair Cuttery
Preston Park Sony Theatres Bath & Body Works, Blockbuster Video
Hallmark, Mail Boxes Etc., Starbucks
Prestonwood (6) -- Hallmark, Blockbuster Video, McAlister's
Ridglea Plaza Eckerd, Stein Mart Radio Shack, Mail Boxes Etc., Pro-Cuts
Shiloh Springs (5) -- GNC, Great Clips, Cardsmart
Southpark Bealls H & R Block, GNC, Mail Boxes Etc.
Tarrant Pkwy Plaza (6) -- Subway, Great Clips, Custom Cleaners
The Village -- Famous Footwear, Hallmark, Boston Market
Trophy Club (6) -- Blockbuster, Bank of America, Subway
Valley Ranch PH I, II & I -- Mail Boxes Etc., GNC, H&R Block
Village Center - Southlak -- Radio Shack, Papa Johns, Smoothie King
Houston
- --------
Champions Forest Eckerd Mail Boxes Etc., GNC, Fantastic Sams
Subtotal/Weighted
Average(Texas)
GEORGIA
Atlanta
- -------
Ashford Place Pier 1 Imports Baskin Robbin, Mail Boxes, Merle Norman
Braelin Village (5) Kmart Baskin Robbins, Mail Boxes Etc.,
Manhattan Bagel, Blockbuster Video, GNC
Briarcliff LaVista Drug Emporium Supercuts, Trust Company Bank
Briarcliff Village (6) Eckerd, TJ Maxx, Office Depot Subway, Hair Cuttery, Famous Footwear
Buckhead Court -- Pavillion, Bellsouth Mobility
Outback Steakhouse
Cambridge Square -- Allstate, AAA Mail & Pkg., Wachovia
Cromwell Square CVS Drug, Haverty's Furniture First Union, Bellsouth Mobility
Hancock Fabrics
Cumming 400 Big Lots Pizza Hut, Hair Cuttery, Autozone
Delk Spectrum (3)(5) Eckerd Mail Boxes, Etc., GNC, Blockbuster Video
Dunwoody Hall Eckerd Texaco, Blimpie, Nations Bank
Dunwoody Village (5) -- Federal Express, Jiffy Lube, Hallmark
Loehmann's Plaza Eckerd, Loehmann's Mail Boxes, Etc., GNC, H & R Block
Lovejoy Station -- State Farm, Pizza Hut, Supercuts
Memorial Bend TJ Maxx Pizza Hut, GNC, H & R Block
Orchard Square CVS Drug Mail Boxes Unlimited, State Farm, Remax
Paces Ferry Plaza -- Blockbuster Video, Nations Bank
Sherwin Williams
Powers Ferry Square CVS Drug Domino's Pizza, Dunkin Donuts, Supercuts
Powers Ferry Village CVS Drug Mail Boxes, Etc., Blimpies
Rivermont Station CVS Drug Pak Mail, GNC, Wolf Camera
Roswell Village Eckerd, Ace Hardware Hallmark, Pizza Hut, Scholtzyky's
Russell Ridge -- Pizza Hut, Pak Mail, Hallmark, GNC
Sandy Plains Village Stein Mart H & R Block, Mail Boxes Etc., Subway
Sandy Springs Village -- Air Touch, Blockbuster Video, Steinway Piano
Trowbridge Crossing (5) -- Domino's, Postal Services, Hair Cuttery
Other Markets
- -------------
Evans Crossing -- Subway, Hair Cuttery, Dollar Tree
LaGrangeMarketplace(3) Eckerd Lee's Nails, It's Fashions, One Price Clothing
Parkway Station (5) -- H & R Block, Pizza Hut, Olan Mills
Subtotal/Weighted
Average(Georgia)
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Drug Store & Other
Property Name Other Anchors Tenants
- ---------------------------- -------------------------- ----------------------------------------------------
<S> <C> <C>
OHIO
Cincinnati
- ----------
Beckett Commons -- Mail Boxes, Etc., Subway, Taco Bell
Cherry Grove CVS Drug, TJ Maxx, GNC, Hallmark, Sally Beauty Supply
Hancock Fabrics
Hamilton Meadows Kmart Radio Shack, H&R Block, GNC
Hyde Park Plaza Walgreen's, Michaels, Radio Shack, H&R Block, Hallmark
Barnes & Noble, Old Navy Blockbuster Video, US Post Office, Kinkos
Shoppes at Mason -- Mail Boxes Etc., GNC, Great Clips
Silverlake -- Radio Shack, H&R Block, Great Clips
Westchester Plaza -- Pizza Hut, Subway, GNC
Columbus
- --------
East Pointe -- Mail Boxes, Etc., Hallmark, Liberty Mutual
Hampstead Village (6) -- Blockbuster Video, Great Clips
Kingsdale (6) Stein Mart, Limited Hallmark, Goodyear, Jenny Craig
S&K Menswear Famous Footware
North Gate/(Maxtown) -- Hallmark, GNC, Great Clips
Park Place -- Mail Boxes Etc., Domino's, Subway
Windmiller Plaza Sears Hardware Radio Shack, Sears Optical, Great Clips
Worthington CVS Drug Little Caesar's, Hallmark, Radio Shack
Subtotal/Weighted
Average(Ohio)
NORTH CAROLINA
Asheville
- ---------
Oakley Plaza CVS Drug, Western Auto Little Caesar's, Subway
Baby Superstore Life Uniform
Charlotte
- ---------
Carmel Commons Eckerd, Piece Goods Little Caesar's, Radio Shack, Blimpies
City View CVS Drug, Public Library Bellsouth, Willie's Music
Union Square CVS Drug, Mail Boxes, Etc., Subway, TCBY
Consolidated Theatres
Raleigh / Durham
- ----------------
Bent Tree Plaza -- Pizza Hut, Manhattan Bagel, Parcel Plus
Garner Town Square United Artists, Office Max, Sears Optical, Friedman's Jewelers
Petsmart H & R Block, Shoe Carnival
Glenwood Village -- Domino's Pizza, Simple Pleasures
Lake Pine Plaza -- H & R Block, GNC, Great Clips
Maynard Crossing -- Mail Boxes, Etc., GNC, Hallmark
Southpoint Crossing (5) -- Wolf Camera, GNC, H&R Block
Woodcroft Eckerd, True Value Domino's Pizza, Subway, Allstate
Winston-Salem
- -------------
Kernersville Marketplace -- Mail Boxes, Little Caesar's, Great Clips
Subtotal/Weighted
Average(North Carolina)
- -------------------------
WASHINGTON
Seattle
- -------
Cascade Plaza (6) Long's Drugs JoAnn Fabrics, Fashion Bug
Inglewood Plaza -- Subway, Domino's Pizza
James Center (6) -- Kinko's, Hollywood Video, U.S. Bank
Lake Meridian Bartell Drugs Mail Boxes Etc., Starbucks, Home Video
Pine Lake Village Rite Aid Blockbuster Video, Starbucks, Mail Post
Sammamish Highlands Bartell Drugs, Ace Hardware Hollywood Video, Starbucks, GNC, H&R Block
South Point Plaza Rite Aid, Office Depot, Outback Steakhouse, Mail Boxes Etc.
Pep Boys
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Drug Store & Other
Property Name Other Anchors Tenants
- ---------------------------- -------------------------- ----------------------------------------------------
<S> <C> <C>
WASHINGTON
Seattle (Continued)
- -------------------
Southcenter Target (4) GTE Wireless, Supercuts, Starbucks
Thomas Lake Rite Aid Blockbuster Video, Great Clips, Subway
Subtotal/Weighted
Average(Washington)
- -------------------------
COLORADO
Colorado Springs
- ----------------
Cheyenne Meadows (5) -- Hallmark, Nail Center, Cost Cutters
Jackson Creek (5) -- Cost Cutters, Polo Cleaners
Woodman Plaza (6)(5) -- Cost Cutters, GNC, The Nail Center
Denver
- ------
Boulevard Center -- Bennigans, Great Clips, Mail Boxes Etc.
Buckley Square True Value Hardware Hollywood Video, Radio Shack, Subway
Leetsdale Marketplace -- Blockbuster Video, Radio Shack, GNC
Littleton Square Walgreens Blockbuster Video, Hallmark, H&R Block
Lloyd King Center (5) -- GNC, Cost Cutters, Hollywood Video
Redlands Marketplace (6) -- Redland Floral & Gifts
Stroh Ranch (5) -- Cost Cutters, Post Net, Dry Clean Station
Subtotal/Weighted
Average(Colorado)
OREGON
Portland
- --------
Cherry Park Market (Grmr) -- Hollywood Video, Subway, Baskin Robbins
Murrayhill Marketplace -- True Value, World Gym, State Farm
Sherwood II (6) -- --
Sherwood Market Center -- Hallmark, Blimpies, GNC, Supercuts
Sunnside 205 -- Kinko's, State Farm, Coffee Bistro
Walker Center Sportmart Blockbuster Video, Postal Annex
West Hills -- Blockbuster Video, GNC, Starbucks
Subtotal/Weighted
Average(Oregon)
ALABAMA
Birmingham
- ----------
Villages of Trussville (3) CVS Drug Head Start, Cellular One, Mattress Max
West County Marketplace (3) Rite Aid, Wal-Mart Domino's Pizza, GNC, Cato Plus
Montgomery
- ----------
Country Club (3) Rite Aid Radio Shack, Subway, Beltone, GNC
Other Markets
- -------------
Bonner's Point (3) Wal-Mart Subway, Domino's Pizza, Cato
Marketplace - Wal-Mart Domino's Pizza, Subway, Hallmark
Alexander City (3)
Subtotal/Weighted
Average(Alabama)
ARIZONA
- -------
Paseo Village Walgreens Domino's Pizza, Fantastic Sams
Pima Crossing Stein Mart Pier 1 Imports, Blockbuster Video, GNC
Subtotal/Weighted
Average(Arizona)
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Drug Store & Other
Property Name Other Anchors Tenants
- ---------------------------- -------------------------- ----------------------------------------------------
<S> <C> <C>
TENNESSEE
Nashville
- ---------
Harpeth Village (5) -- Mail Boxes, Etc., Heritage Cleaners, Great Clips
Nashboro Village -- Hallmark, Fantastic Sams, Cellular Sales
Peartree Village Eckerd, Office Max Hollywood Video, AAA Auto, Royal Thai
Subtotal/Weighted
Average(Tennessee)
MICHIGAN
- --------
Fenton Marketplace (6) -- --
Lakeshore Rite Aid Hallmark, Subway, Baskin Robbins
Waterford (6) -- Supercuts, Hollywood Entertainment
Subtotal/Weighted
Average(Michigan)
VIRGINIA
- --------
Brookville Plaza -- H&R Block, Cost Cutters, Jenny Craig
Statler Square CVS Drug, Staples Hallmark, H & R Block, Hair Cuttery
Subtotal/Weighted
Average(Virginia)
MISSISSIPPI
- -----------
Columbia Marketplace(3) Wal-Mart GNC, Radio Shack, Cato
Lucedale Marketplace(3) Wal-Mart Subway, Cato, Byrd's Cleaners
Subtotal/Weighted
Average(Mississippi)
SOUTH CAROLINA
- --------------
Merchants Village -- Mail Boxes Etc., Hollywood Video, Hallmark
Queensborough (5) -- Mail Boxes, Etc., Supercuts, Pizza Hut
Subtotal/Weighted
Average(South Carolina)
- -------------------------
DELAWARE
- --------
Pike Creek Eckerd, K-mart Radio Shack, H&R Block, TCBY
KENTUCKY
- --------
Franklin Square Rite Aid, JC Penney Mail Boxes, Baskin Robbins, Kay Jewelers
ILLINOIS
- --------
Hinsdale Lake Commons Ace Hardware Hallmark, Blockbuster Video, Fannie Mae
MISSOURI
- --------
St. Ann Square Bally Total Fitness Great Clips, US Navy, US Marines
WYOMING
- -------
Dell Range Road (5)(6) -- --
</TABLE>
<PAGE>
(1) Or latest renovation
(2) Includes development properties. If development properties are excluded,
the total percentage leased would be 95.5% for Partnership shopping centers
and 95.0% for Company shopping centers.
(3) Company-owned property not owned by the Partnership.
(4) Tenant owns its own building.
(5) Owned by a partnership with outside investors in which the Partnership
(or the Company in the case of a property referred to in note (3)
above) or an affiliate is the general partner.
(6) Property under development or redevelopment.
<PAGE>
Item 3. Legal Proceedings
The Partnership is, from time to time, a party to legal proceedings which arise
in the ordinary course of its business. The Partnership is not currently
involved in any litigation nor, to management's knowledge, is any litigation
threatened against the Partnership, the outcome of which would, in management's
judgement based on information currently available, have a material adverse
effect on the financial position or results of operations of the Partnership.
Item 4. Submission of Matters to a Vote of Security Holders
No matters were submitted for partnership unit vote during the fourth quarter of
1999.
PART Il
Item 5. Market for the Registrant's Common Equity and Related Shareholder
Matters
There is no established public trading market for the units of partnership
interest in the Partnership ("Units"), and Units may be transferred only with
the consent of the general partner as provided in the Third Amended and Restated
Agreement of Limited Partnership (the "Partnership Agreement"). As of December
31, 1999, Regency was the only holder of Class B Units, and there were
approximately 46 holders of record in the aggregate of Original Limited
Partnership Units, Additional Units and Series A, B, C and D Preferred Units,
determined in accordance with Rule 12g5-1 under the Securities Exchange Act of
1934, as amended. To the Partnership's knowledge, there have been no bids for
the Units and, accordingly, there is no available information with respect to
the high and low quotation of the Units for any quarter since Regency became the
general partner of the Partnership. Each outstanding Unit other than Class B
Units and Series A, B, C and D Preferred Units may be exchangeable by its holder
on a one share per one Unit basis, for the common stock of Regency or for cash,
at Regency's election.
The Partnership Agreement provides that the Partnership will make priority
distributions of Available Cash (as defined in the Partnership Agreement) first
to Series A, C and D Preferred Units on each March 31, June 30, September 30 and
December 31 in a distribution amount equal to 8.125%, 9.0% and 9.125% of the
original capital contribution per Series A, C and D Preferred Units,
respectively. The Partnership Agreement provides that the Partnership will make
priority distributions of Available Cash (as defined in the Partnership
Agreement) first to Series B Preferred Units on each March 1, June 1, September
1 and December 1 in a distribution amount equal to 8.75% of the original capital
contribution per Series B Preferred Units. Subject to the prior right of the
holders of Series A, B, C and D Preferred Units to receive all distributions
accumulated on such Units in full, at the time of each distribution to holders
of common stock of Regency, distributions of Available Cash will then be made to
the holders of Additional Units, first in an amount per Unit identical to the
amount that is distributed with respect to each share of common stock. The
Partnership Agreement provides that all remaining Available Cash will be
distributed to the General Partner.
Regency's common stock is traded on the New York Stock Exchange under the symbol
"REG". The following table sets forth the high and low prices and the cash
dividends declared on Regency's common stock by quarter for 1999 and 1998.
Quarterly distributions to limited partners (other than holders of Series A, B,
C and D Preferred Units) have been declared and paid at the same rate as the
Regency cash dividends since Regency or its affiliate has been the general
partner of the Partnership.
1999 1998
---------------------------- -----------------------------
Cash Cash
High Low Dividends High Low Dividends
Price Price Declared Price Price Declared
------- ------ --------- ------ ------ -----------
March 31 $23.125 18.750 .46 27.812 24.750 .44
June 30 22.500 19.000 .46 26.687 24.062 .44
September 30 22.125 19.875 .46 26.500 20.500 .44
December 31 20.813 18.750 .46 23.437 20.250 .44
<PAGE>
The Partnership intends to pay regular quarterly distributions to its Unit
holders in an amount per Unit identical to the amount distributed to each share
of Regency common stock. Future distributions will be declared and paid at the
discretion of Regency's Board of Directors, and will depend upon cash generated
by operating activities, the Partnership's financial condition, capital
requirements, Regency's annual distribution requirements under the REIT
provisions of the Internal Revenue Code of 1986, as amended, and such other
factors as the Board of Directors deems relevant. The Partnership anticipates
that for the foreseeable future cash available for distribution will be greater
than earnings and profits due to non-cash expenses, primarily depreciation and
amortization, to be incurred by the Partnership. In order to maintain its
qualification as a REIT, Regency must make annual distributions to shareholders
of at least 95% of its taxable income (90% effective January 1, 2001). Under
certain circumstances, which management does not expect to occur, Regency could
be required to make distributions in excess of cash available for distributions
in order to meet such requirements.
Under the loan agreement with the lenders of the Partnership's Line,
distributions may not exceed 95% of Funds from Operations ("FFO") based on the
immediately preceding four quarters. Also in the event of any monetary default,
Regency will not make distributions to shareholders and limited partners.
The following describes the registrant's sales of unregistered securities during
the periods covered by this report, each sold in reliance on Rule 506 of the
Securities Act.
In November 1998, the Partnership acquired Park Place shopping center in
exchange for 79,466 Additional Units valued at $26 per Unit plus the assumption
of debt secured by Park Place. During 1999, 3,682 Additional Units were issued
as contingent consideration.
On September 3, 1999, the Partnership issued $85 million of 8.75% Series B
Cumulative Redeemable Preferred Units ("Series B Preferred Units") to an
institutional investor in a private placement. The issuance involved the sale of
850,000 Series B Preferred Units for $100.00 per unit. The Series B Preferred
Units, which may be called by the Partnership at par on or after September 3,
2004, have no stated maturity or mandatory redemption, and pay a cumulative,
quarterly dividend at an annualized rate of 8.75%. At any time after September
3, 2009, the Series B Preferred Units may be exchanged for shares of 8.75%
Series B Cumulative Redeemable Preferred Stock of the Company at an exchange
rate of one share of Series B Preferred Stock for one Series B Preferred Unit.
The Series B Preferred Units and Series B Preferred Stock are not convertible
into common stock of the Company. The net proceeds of the offering were used to
reduce the Line.
On September 3, 1999, the Partnership issued $75 million of 9.0% Series C
Cumulative Redeemable Preferred Units ("Series C Preferred Units") to an
institutional investor in a private placement. The issuance involved the sale of
750,000 Series C Preferred Units for $100.00 per unit. The Series C Preferred
Units, which may be called by the Partnership at par on or after September 3,
2004, have no stated maturity or mandatory redemption, and pay a cumulative,
quarterly dividend at an annualized rate of 9.0%. At any time after September 3,
2009, the Series C Preferred Units may be exchanged for shares of 9.0% Series C
Cumulative Redeemable Preferred Stock of the Company at an exchange rate of one
share of Series C Preferred Stock for one Series C Preferred Unit. The Series C
Preferred Units and Series C Preferred Stock are not convertible into common
stock of the Company. The net proceeds of the offering were used to reduce the
Line.
On September 29, 1999, the Partnership issued $50 million of 9.125% Series D
Cumulative Redeemable Preferred Units ("Series D Preferred Units") to an
institutional investor in a private placement. The issuance involved the sale of
500,000 Series D Preferred Units for $100.00 per unit. The Series D Preferred
Units, which may be called by the Partnership at par on or after September 29,
2004, have no stated maturity or mandatory redemption, and pay a cumulative,
quarterly dividend at an annualized rate of 9.125%. At any time after September
29, 2009, the Series D Preferred Units may be exchanged for shares of 9.125%
Series D Cumulative Redeemable Preferred Stock of the Company at an exchange
rate of one share of Series D Preferred Stock for one Series D Preferred Unit.
The Series D Preferred Units and Series D Preferred Stock are not convertible
into common stock of the Company.The net proceeds of the offering were used to
reduce the Line.
<PAGE>
On June 29, 1998, the Partnership issued $80 million of 8.125% Series A
Cumulative Redeemable Preferred Units ("Series A Preferred Units") to an
institutional investor in a private placement. The issuance involved the sale of
1.6 million Series A Preferred Units for $50.00 per unit. The Series A Preferred
Units, which may be called by the Partnership at par on or after June 25, 2003,
have no stated maturity or mandatory redemption, and pay a cumulative, quarterly
dividend at an annualized rate of 8.125%. At any time after June 25, 2008, the
Series A Preferred Units may be exchanged for shares of 8.125% Series A
Cumulative Redeemable Preferred Stock of Regency at an exchange rate of one
share of Series A Preferred Stock for one Series A Preferred Unit. The Series A
Preferred Units and Series A Preferred Stock are not convertible into common
stock of Regency.
During 1998, the Partnership acquired 42 shopping centers and joint ventures for
a total investment of $370.3 ("1998 Acquisitions"). With respect to these
acquisitions, during 1999, the Partnership paid contingent consideration valued
at $9.0 million consisting of 69,555 Units, 3,768 shares of common stock, and
$7.0 million. During 2000, the Partnership may pay contingent consideration of
up to an estimated $7.5 million, through the issuance of Units, stock and the
payment of cash.
The Partnership acquired 34 shopping centers during 1997 (the "1997
Acquisitions") for approximately $377.8 million. Included in the 1997
Acquisitions are 26 shopping centers acquired from Branch Properties ("Branch")
for $232.4 million. During 1999, the Partnership issued 298,064 Additional Units
and shares of common stock valued at $5.9 million to Branch as contingent
consideration for the satisfaction of certain performance criteria of the
properties acquired. During 1998, the Partnership issued 721,997 Additional
Units and shares of common stock valued at $18.2 million to Branch as contingent
consideration for the satisfaction of certain performance criteria of the
properties acquired.
<PAGE>
Item 6. Selected Consolidated Financial Data
(in thousands, except per share data and number of properties)
The following table sets forth Selected Financial Data on a historical basis for
the five years ended December 31, 1999, for the Partnership. This information
should be read in conjunction with the financial statements of the Partnership
(including the related notes thereto) and Management's Discussion and Analysis
of the Financial Condition and Results of Operations, each included elsewhere in
this Form 10-K. This historical Selected Financial Data has been derived from
the audited financial statements.
<TABLE>
<CAPTION>
1999 1998 1997 1996 1995
---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C>
Operating Data:
Revenues:
Rental revenues $ 260,792 108,586 69,748 24,899 14,362
Other non-rental revenues 18,239 11,863 8,448 3,444 2,426
Equity in income of investments
in real estate partnerships
4,688 946 33 70 4
-------- -------- -------- ------- --------
Total revenues 283,719 121,395 78,229 28,413 16,792
-------- -------- -------- ------- --------
Operating expenses:
Operating, maintenance and
real estate taxes 62,973 25,078 17,755 7,211 4,130
General and administrative 19,747 15,064 9,964 6,049 4,895
Depreciation and amortization
44,891 20,652 12,401 4,345 2,573
-------- ------- -------- -------- --------
Total operating expenses 127,611 60,794 40,120 17,605 11,598
-------- ------- -------- -------- --------
Interest expense, net of interest
income 53,888 21,564 13,827 5,866 4,398
-------- -------- ------- -------- -------
Income before minority interests
and sale of real estate
investments 102,220 39,037 24,282 4,942 796
(Loss) gain on sale of real estate
investments (233) 10,726 451 - -
-------- -------- -------- -------- -------
Income before minority interests 101,987 49,763 24,733 4,942 796
Minority interest
(2,856) (464) (505) - -
-------- -------- --------- -------- -------
Net income 99,131 49,299 24,228 4,942 796
Preferred unit distributions (12,368) (3,359) - - -
-------- -------- -------- -------- -------
Net income for common $ 86,763 45,940 24,228 4,942 796
unitholders ======== ======== ======== ======== =======
Income per common unit:
Basic $ 1.59 1.62 1,20 0.19 0.04
======= ======= ======== ========= ========
Diluted $ 1.59 1.58 1.13 0.19 0.04
======= ======= ======== ========= ========
Other Data:
Original, Additional, and
Class B Units Outstanding 57,400 25,685 23,335 10,283 6,740
Series A , B, C and D Preferred
Units Outstanding 3,700 1,600 - - -
Partnership owned gross leasable area 22,841 12,358 7,792 3,638 2,019
Number of properties
(at end of period) 198 109 70 28 13
Ratio of earnings to fixed charges 1.9 2.0 2.3 1.7 1.1
Balance Sheet Data:
Real estate investments at cost $ 2,495,935 1,084,532 679,370 257,066 149,735
Total assets 2,530,709 1,086,437 683,849 258,184 145,997
Total debt 960,967 480,376 218,337 107,982 55,686
Partners' capital 1,503,085 574,268 445,547 143,724 85,863
</TABLE>
<PAGE>
Item 7. Management's Discussion and Analysis of Financial Condition and Results
of Operations
The following discussion should be read in conjunction with the accompanying
Consolidated Financial Statements and Notes thereto of Regency Centers, L.P.
appearing elsewhere within. Amounts are in thousands, except per share data and
retail center statistical information.
Organization
Regency Realty Corporation ("Regency" or "Company") is a qualified real estate
investment trust ("REIT") which began operations in 1993. The Company invests in
real estate primarily through its general partnership interest in Regency
Centers, L.P., ("RCLP" or "Partnership") an operating partnership in which the
Company currently owns approximately 97% of the outstanding common partnership
units ("Units"). Of the 216 properties included in the Company's portfolio at
December 31, 1999, 198 properties were owned either fee simple or through
partnerships interests by the Partnership. At December 31, 1999, the Company had
an investment in real estate, at cost, of approximately $2.6 billion of which
$2.4 billion or 96% was owned by the Partnership.
Shopping Center Business
The Partnership's principal business is owning, operating and developing grocery
anchored neighborhood shopping centers which are located in infill locations or
high growth corridors. The Partnership's properties summarized by state and in
order by largest holdings including their gross leasable areas (GLA) follows:
<TABLE>
<CAPTION>
December 31, 1999 December 31, 1998
------------------ ------------------
Location # Properties GLA % Leased* # Properties GLA % Leased*
<S> <C> <C> <C> <C> <C> <C>
Florida 39 4,859,031 93.7% 36 4,571,617 93.8%
California 36 3,858,628 98.2% - - -
Texas 29 3,849,549 94.2% 5 479,900 86.3%
Georgia 25 2,539,556 91.8% 25 2,560,383 93.1%
Ohio 14 1,923,100 98.1% 12 1,527,510 96.8%
North Carolina 12 1,241,639 97.9% 12 1,239,783 98.3%
Washington 9 1,066,962 98.1% - - -
Colorado 10 903,502 98.0% 5 447,569 95.2%
Oregon 7 616,070 94.2% - - -
Arizona 2 326,984 99.7% - - -
Tennessee 3 271,697 98.9% 4 295,179 96.8%
Michigan 3 250,655 98.7% 2 177,929 99.0%
Delaware 1 232,754 96.3% 1 232,752 94.8%
Kentucky 1 205,061 91.8% 1 205,060 95.6%
Virginia 2 197,324 96.1% 2 197,324 97.7%
Illinois 1 178,600 85.9% 1 178,600 86.9%
South Carolina 2 162,056 98.8% 2 162,056 100.0%
Missouri 1 82,498 95.8% 1 82,498 99.8%
Wyoming 1 75,000 - - - -
----------- ------------ ------------ ------------ ------------ ------------
Total 198 22,840,666 95.5% 109 12,358,160 94.6%
=========== ============ ============ ============ ============ ============
</TABLE>
* Excludes properties under construction
The Partnership, is focused on building a platform of grocery anchored
neighborhood shopping centers because grocery stores provide convenience
shopping of daily necessities, foot traffic for adjacent local tenants, and
should withstand adverse economic conditions. The Partnership's current
investment markets have continued to offer strong stable economies, and
accordingly, the Partnership expects to realize growth in net income as a result
of increasing occupancy in the portfolio, increasing rental rates, development
and acquisition of shopping centers in targeted markets, and redevelopment of
existing shopping centers.
<PAGE>
The following table summarizes the four largest grocery tenants occupying the
Partnership's shopping centers at December 31, 1999:
Grocery Number of % of % of Annualized Avg Remaining
Anchor Stores Total GLA Base Rent Lease Term
--------- ---------- ---------- --------------- ------------
Kroger 52 13.2% 11.4% 16 yrs
Publix 26 5.4% 4.6% 12 yrs
Safeway 32 6.3% 4.3% 10 yrs
Albertsons 14 3.2% 3.0% 14 yrs
Acquisition and Development of Shopping Centers
On September 23, 1998, the Company entered into an Agreement of Merger
("Agreement") with Pacific Retail Trust ("Pacific"), a privately held real
estate investment trust. The Agreement, among other matters, provided for the
merger of Pacific into Regency, and the exchange of each Pacific common or
preferred share into 0.48 shares of Regency common or preferred stock. The
stockholders approved the merger at a Special Meeting of Stockholders of Regency
held February 26, 1999. On February 28, 1999, the effective date of the merger,
the Company issued equity instruments valued at $770.6 million to the Pacific
stockholders in exchange for their outstanding common and preferred shares and
units. The total cost to acquire Pacific was approximately $1.157 billion based
on the value of Regency shares issued, including the assumption of $379 million
of outstanding debt and other liabilities of Pacific, and closing costs. The
price per share used to determine the purchase price was $23.325 based on the
five day average of the closing stock price of Regency's common stock on the New
York Stock Exchange immediately before, during and after the date the terms of
the merger were agreed to and announced to the public. The merger was accounted
for as a purchase with the Company as the acquiring entity. Concurrent with this
acquisition, the Company contributed all the assets and liabilities of Pacific
to the Partnership in exchange for Class B Units.
During 1998, the Partnership, through Regency, acquired 42 shopping centers and
joint ventures for a total investment of $370.3 ("1998 Acquisitions"). With
respect to these acquisitions, during 1999, the Partnership and Regency paid
contingent consideration valued at $9.0 million consisting of 69,555 Units,
3,768 shares of common stock, and $7.0 million. During 2000, the Partnership and
Regency may pay contingent consideration of up to an estimated $7.5 million,
through the issuance of Units, stock and the payment of cash.
Results from Operations
Comparison of 1999 to 1998
Revenues increased $162.3 million or 134% to $283.7 million in 1999. The
increase was due primarily to Pacific and the 1998 Acquisitions. At December 31,
1999, the real estate portfolio contained approximately 22.8 million SF, and was
92.6% leased. Minimum rent increased $116.9 million or 134%, and recoveries from
tenants increased $32.8 million or 164%. Other non-rental revenues from property
management, leasing, brokerage, and development services (service operation
segment) provided on properties not owned by the Partnership were $18.2 million
and $11.9 million in 1999 and 1998, respectively. This increase of $6.3 million
was the result of higher gains on developments sold. During 1998, the
Partnership sold four office buildings and a parcel of land for $30.7 million,
and recognized a gain on the sale of $10.7 million. As a result of these
transactions the Partnership's real estate portfolio is comprised entirely of
retail shopping centers. The proceeds from the sale were used to reduce the
balance of the line of credit.
Operating expenses increased $66.8 million or 110% to $127.6 million in 1999.
Combined operating and maintenance, and real estate taxes increased $37.9
million or 151% during 1999 to $63 million. The increases are due to Pacific and
the 1998 Acquisitions. General and administrative expenses increased 32% during
1999 to $19.3 million due to the hiring of new employees and related office
expenses necessary to manage the shopping centers acquired during 1999 and 1998.
Depreciation and amortization increased $24.2 million during 1999 or 117%
primarily due to Pacific and the 1998 Acquisitions.
Interest expense increased to $56 million in 1999 from $23.5 million in 1998 or
139% due to increased average outstanding loan balances related to the financing
of Pacific and the 1998 Acquisitions on the Line and the assumption of debt.
<PAGE>
Net income for common unit holders was $86.8 million in 1999 vs. $45.9 million
in 1998, a $40.9 million or 89% increase for the reasons previously described.
Diluted earnings per unit in 1999 was $1.59 vs. $1.58 in 1998 due to the gain
offset by the dilutive impact from the increase in weighted average common units
and equivalents of 26.9 million primarily due to the acquisition of Pacific.
Comparison of 1998 to 1997
Revenues increased $43.2 million or 55% to $121.4 million in 1998. The increase
was due primarily to the 1998 and 1997 Acquisitions. At December 31, 1998, the
real estate portfolio contained approximately 12.4 million SF, and was 93.6%
leased. Minimum rent increased $31.3 million or 56%, and recoveries from tenants
increased $6.9 million or 53%. Revenues from property management, leasing,
brokerage, and development services (service operation segment) provided on
properties not owned by the Partnership were $11.9 million in 1998 compared to
$8.4 million in 1997, the increase due primarily to increased brokerage fees and
increased activity in construction and development for third parties. During
1998, the Partnership sold four office buildings and a parcel of land for $30.7
million, and recognized a gain on the sale of $10.7 million. As a result of
these transactions the Partnership's real estate portfolio is comprised entirely
of retail shopping centers. The proceeds from the sale were used to reduce the
balance of the line of credit.
Operating expenses increased $20.6 million or 52% to $60.8 million in 1998.
Combined operating and maintenance, and real estate taxes increased $7.3 million
or 41% during 1998 to $25.1 million. The increases are due to the 1998 and 1997
Acquisitions. General and administrative expenses increased 51% during 1998 to
$15.1 million due to the hiring of new employees and related office expenses
necessary to manage the shopping centers acquired during 1998 and 1997, as well
as, the shopping centers the Partnership began managing for third parties during
1998 and 1997. Depreciation and amortization increased $8.3 million during 1998
or 67% primarily due to the 1998 and 1997 Acquisitions.
Interest expense increased to $23.5 million in 1998 from $14.8 million in 1997
or 59% due to increased average outstanding loan balances related to the
financing of the 1998 and 1997 Acquisitions on the Line and the assumption of
debt. Weighted average interest rates increased 0.1% during 1998. See further
discussion under Acquisition and Development of Shopping Centers and Liquidity
and Capital Resources.
Net income for common unit holders was $45.9 million in 1998 vs. $24.2 million
in 1997, a $21.7 million or 90% increase for the reasons previously described.
Diluted earnings per unit in 1998 was $1.58 vs. $1.13 in 1997 due to the
increase in net income combined with the dilutive impact from the increase in
weighted average common units and equivalents of 8.6 million primarily due to
the acquisition of Branch and Midland.
Liquidity and Capital Resources
Management anticipates that cash generated from operating activities will
provide the necessary funds on a short-term basis for its operating expenses,
interest expense and scheduled principal payments on outstanding indebtedness,
recurring capital expenditures necessary to properly maintain the shopping
centers, and distributions to share and unit holders. Net cash provided by
operating activities was $142.0 million and $54.0 million for the years ended
December 31, 1999 and 1998, respectively. The Partnership incurred recurring and
non-recurring capital expenditures (non-recurring expenditures pertain to
immediate building improvements on new acquisitions and anchor tenant
improvements on new leases) of $18.9 million and $6.9 million, during 1999 and
1998, respectively. The Partnership paid scheduled principal payments of $6.1
million and $3.1 million during 1999 and 1998, respectively. The Partnership
paid distributions of $15.5 million and $5.3 million, during 1999 and 1998,
respectively, to its Common and Series A , B, C and D Preferred unitholders.
Management expects to meet long-term liquidity requirements for term debt
payoffs at maturity, non-recurring capital expenditures, and acquisition,
renovation and development of shopping centers from: (i) excess cash generated
from operating activities, (ii) working capital reserves, (iii) additional debt
borrowings, and (iv) additional equity raised in the public markets. Net cash
used in investing activities was $211.9 million and $235.7 million, during 1999
and 1998, respectively, primarily for purposes discussed above under
Acquisitions and Development of Shopping Centers. Net cash provided by financing
activities was $105.3 million and $182.6 million during 1999 and 1998,
respectively, primarily related to the proceeds from the preferred unit and debt
offerings completed during 1999 and 1998. At December 31, 1999, the Partnership
had 50 shopping centers under construction or undergoing major renovations, with
costs to date of $271.3 million. Total committed costs necessary to complete the
properties under development is estimated to be $135 million and will be
expended through 2000.
<PAGE>
During 1999, the Board of Directors authorized the repurchase of up to $65
million of the Company's outstanding shares from time to time through periodic
open market transactions or through privately negotiated transactions. At
December 31, 1999, the Company had repurchased 2.7 million shares for $54.5
million of which the majority of the funds came from the Partnership.
Accordingly, 2.7 million Class B Units are currently held in treasury.
The Partnership's outstanding debt at December 31, 1999 and 1998 consists of the
following (in thousands):
1999 1998
------- ------
Notes Payable:
Fixed rate mortgage loans $ 331,716 230,398
Variable rate mortgage loans 11,376 11,051
Fixed rate unsecured loans 370,696 121,296
------- -------
Total notes payable 713,788 362,745
Acquisition and development line of credit 247,179 117,631
------- -------
Total $ 960,967 480,376
======= =======
During February, 1999, the Partnership modified the terms of its unsecured line
of credit (the "Line") by increasing the commitment to $635 million. This credit
agreement also provides for a competitive bid facility of up to $250 million of
the commitment amount. Maximum availability under the Line is based on the
discounted value of a pool of eligible unencumbered assets (determined on the
basis of capitalized net operating income) less the amount of the Partnership's
outstanding unsecured liabilities. The Line matures in February 2001, but may be
extended annually for one year periods. The Partnership is required to comply,
and is in compliance, with certain financial and other covenants customary with
this type of unsecured financing. These financial covenants include among others
(i) maintenance of minimum net worth, (ii) ratio of total liabilities to gross
asset value, (iii) ratio of secured indebtedness to gross asset value, (iv)
ratio of EBITDA to interest expense, (v) ratio of EBITDA to debt service and
reserve for replacements, and (vi) ratio of unencumbered net operating income to
interest expense on unsecured indebtedness. The Line is used primarily to
finance the acquisition and development of real estate, but is also available
for general working capital purposes.
Mortgage loans are secured by certain real estate properties, and may be prepaid
subject to a prepayment of a yield-maintenance premium. Mortgage loans are
generally due in monthly installments of interest and principal and mature over
various terms through 2019. Variable interest rates on mortgage loans are
currently based on LIBOR plus a spread in a range of 125 basis points to 150
basis points. Fixed interest rates on mortgage loans range from 7.04% to 9.8%.
During 1999, the Partnership assumed debt with a fair value of $411.2 million
related to the acquisition of real estate, which includes debt premiums of $4.1
million based upon the above market interest rates of the debt instruments. Debt
premiums are being amortized over the terms of the related debt instruments0.
On April 15, 1999 the Partnership completed a $250 million unsecured debt
offering in two tranches. The Partnership issued $200 million 7.4% notes due
April 1, 2004, priced at 99.922% to yield 7.42%, and $50 million 7.75% notes due
April 1, 2009, priced at 100%. The net proceeds of the offering were used to
reduce the balance of the Line.
As of December 31, 1999, scheduled principal repayments on notes payable and the
Line for the next five years were as follows (in thousands):
Scheduled
Principal Term Loan Total
Scheduled Payments by Year Payments Maturities Payments
---------- ------------ ----------
2000 5,711 41,942 47,653
2001 8,053 293,027 301,080
2002 4,943 44,091 49,034
2003 4,933 13,299 18,232
2004 5,327 199,866 205,193
Beyond 5 Years 36,833 290,365 327,248
Net unamortized debt premiums - 12,527 12,527
---------- --------- ---------
$ 65,850 895,117 960,967
Total ========== ========= =========
<PAGE>
Unconsolidated partnerships and joint ventures had mortgage loans payable of
$50.3 million at December 31, 1999, and the Partnership's proportionate share of
these loans was $21.2 million.
The Company qualifies and intends to continue to qualify as a REIT under the
Internal Revenue Code. As a REIT, the Company is allowed to reduce taxable
income by all or a portion of its distributions to stockholders. As
distributions have exceeded taxable income, no provision for federal income
taxes has been made. While the Company intends to continue to pay dividends to
its stockholders, the Company and the Partnership will reserve such amounts of
cash flow as it considers necessary for the proper maintenance and improvement
of the real estate portfolio, while still maintaining the Company's
qualification as a REIT.
The Partnership's real estate portfolio has grown substantially during 1999 as a
result of the acquisitions and development discussed above. The Partnership
intends to continue to acquire and develop shopping centers in the near future,
and expects to meet the related capital requirements from borrowings on the
Line. The Partnership expects to repay the Line from time to time from
additional public and private equity or debt offerings, such as those completed
in previous years. Because such acquisition and development activities are
discretionary in nature, they are not expected to burden the Partnership's
capital resources currently available for liquidity requirements. The
Partnership expects that cash provided by operating activities, unused amounts
available under the Line, and cash reserves are adequate to meet liquidity
requirements.
New Accounting Standards and Accounting Changes
The Financial Accounting Standards Board issued Statement of Financial
Accounting Standards No. 133, "Accounting for Derivative Instruments and Hedging
Activities " (FAS 133), which is effective for all fiscal quarters of all fiscal
years beginning after June 15, 1999. FAS 133 establishes accounting and
reporting standards for derivative instruments and hedging activities. FAS 133
requires entities to recognize all derivatives as either assets or liabilities
in the balance sheet and measure those instruments at fair value. The
Partnership does not believe FAS 133 will materially effect its financial
statements.
Environmental Matters
The Partnership like others in the commercial real estate industry, is subject
to numerous environmental laws and regulations and the operation of dry cleaning
plants at the Partnership's shopping centers is the principal environmental
concern. The Partnership believes that the dry cleaners are operating in
accordance with current laws and regulations and has established procedures to
monitor their operations. The Partnership has approximately 38 properties that
will require or are currently undergoing varying levels of environmental
remediation. These remediations are not expected to have a material financial
effect on the Company or the Partnership due to financial statement reserves and
various state-regulated programs that shift the responsibility and cost for
remediation to the state. Based on information presently available, no
additional environmental accruals were made and management believes that the
ultimate disposition of currently known matters will not have a material effect
on the financial position, liquidity, or operations of the Company or
Partnership.
Inflation
Inflation has remained relatively low during 1999 and 1998 and has had a minimal
impact on the operating performance of the shopping centers, however,
substantially all of the Partnership's long-term leases contain provisions
designed to mitigate the adverse impact of inflation. Such provisions include
clauses enabling the Partnership to receive percentage rentals based on tenants'
gross sales, which generally increase as prices rise, and/or escalation clauses,
which generally increase rental rates during the terms of the leases. Such
escalation clauses are often related to increases in the consumer price index or
similar inflation indices. In addition, many of the Partnership's leases are for
terms of less than ten years, which permits the Partnership to seek increased
rents upon re-rental at market rates. Most of the Partnership's leases require
the tenants to pay their share of operating expenses, including common area
maintenance, real estate taxes, insurance and utilities, thereby reducing the
Partnership's exposure to increases in costs and operating expenses resulting
from inflation.
<PAGE>
Year 2000 System Compliance
Management recognized the potential effect Year 2000 could have on the
Partnership's operations and, as a result, implemented a Year 2000 Compliance
Project. The project included an awareness phase, an assessment phase, a
renovation phase, and a testing phase of the data processing network, accounting
and property management systems, computer and operating systems, software
packages, and building management systems. The project also included surveying
major tenants and financial institutions. The Partnership's computer hardware,
operating systems, business systems, general accounting and property management
systems and principal desktop software applications are Year 2000 compliant.
Additionally, the Partnership did not incur and does not expect any business
interruption as a result of any of its customers or financial institutions not
being Year 2000 compliant.
Item 7a. Quantitative and Qualitative Disclosures About Market Risk
Market Risk
The Partnership is exposed to interest rate changes primarily as a result of its
line of credit and long-term debt used to maintain liquidity and fund capital
expenditures and expansion of the Partnership's real estate investment portfolio
and operations. The Partnership's interest rate risk management objective is to
limit the impact of interest rate changes on earnings and cash flows and to
lower its overall borrowing costs. To achieve its objectives the Partnership
borrows primarily at fixed rates and may enter into derivative financial
instruments such as interest rate swaps, caps and treasury locks in order to
mitigate its interest rate risk on a related financial instrument. The
Partnership has no plans to enter into derivative or interest rate transactions
for speculative purposes, and at December 31, 1999, the Partnership did not have
any borrowings hedged with derivative financial instruments.
The Partnership's interest rate risk is monitored using a variety of techniques.
The table below presents the principal amounts maturing (in thousands) based
upon contractual terms, weighted average interest rates of debt remaining, and
the fair value of total debt (in thousands), by year of expected maturity to
evaluate the expected cash flows and sensitivity to interest rate changes.
<TABLE>
<CAPTION>
Fair
2000 2001 2002 2003 2004 Thereafter Total Value
---- ---- ---- ---- ---- ---------- ----- -----
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Fixed rate debt $ 47,521 42,656 49,034 18,232 205,193 327,248 689,884 704,412
Average interest rate for
all debt 7.80% 7.81% 7.78% 7.70% 7.66% 7.81% - -
Variable rate LIBOR debt $ 131 258,424 - - - - 258,555 258,555
Average interest rate for
all debt 6.13% 6.13% - - - - - -
</TABLE>
As the table incorporates only those exposures that exist as of December 31,
1999, it does not consider those exposures or positions which could arise after
that date. Moreover, because firm commitments are not presented in the table
above, the information presented therein has limited predictive value. As a
result, the Partnership's ultimate realized gain or loss with respect to
interest rate fluctuations will depend on the exposures that arise during the
period, the Company's hedging strategies at that time, and interest rates.
Forward Looking Statements
This report contains certain forward-looking statements (as such term is defined
in the Private Securities Litigation Reform Act of 1995) and information
relating to the Partnership that is based on the beliefs of the Partnership's
management, as well as assumptions made by and information currently available
to management. When used in this report, the words "estimate," "project,"
"believe," "anticipate," "intend," "expect" and similar expressions are intended
to identify forward-looking statements. Such statements involve known and
unknown risks, uncertainties and other factors that may cause the actual
results, performance or achievements of the Partnership, or industry results, to
be materially different from any future results, performance or achievements
expressed or implied by such forward-looking statements. Such factors include,
<PAGE>
among others, the following: general economic and business conditions; changes
in customer preferences; competition; changes in technology; the integration of
acquisitions, including Pacific; changes in business strategy; the indebtedness
of the Partnership; quality of management, business abilities and judgment of
the Partnership's personnel; the availability, terms and deployment of capital;
and various other factors referenced in this report. Readers are cautioned not
to place undue reliance on these forward-looking statements, which speak only as
of the date hereof. The Partnership does not undertake any obligation to
publicly release any revisions to these forward-looking statements to reflect
events or circumstances after the date hereof or to reflect the occurrence of
unanticipated events.
Item 8. Consolidated Financial Statements and Supplementary Data
The Consolidated Financial Statements and supplementary data included in this
Report are listed in Part IV, Item 14(a).
Item 9. Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure
None.
PART III
Item 10. Directors and Executive Officers of the Registrant
The Partnership is managed by Regency, its general partner. Consequently, the
information required by this item is reflected in and is hereby incorporated by
reference to the information contained in Regency's definitive proxy statement
for its 2000 Annual Meeting of Shareholders, to be filed with the Securities and
Exchange Commission within 120 days after the end of its fiscal year. The
following table provides information concerning the executive officers of
Regency.
Executive Officer Positions with the Company
(Age) Principal Occupations During the Past Five Years
Martin E. Stein, Jr. Chairman, Chief Executive Officer, and Director
(age 47) of the Company since its initial public offering in
October 1993; previously President of the Company's
predecessor real estate division since 1976.
Mary Lou Fiala President and Chief Operating Officer since January,
(age 48) 1999 and Director of the Company since March, 1997;
Managing Director - Security Capital U.S. Realty
Strategic Group From March 1997 to January 1999;
Senior Vice President and Director of Stores, New
England - Macy's East/ Federated Department Stores
from 1994 to March 1997; various retailing positions
since joining Macy's in 1977, including Senior Vice
President for Federated's Burdines Division and
Henri Bendel.
Bruce M. Johnson Managing Director and Chief Financial Officer of the
(age 52) Company since its initial public offering in October
1993, and Executive Vice President of the Company's
predecessor real estate division since 1979.
<PAGE>
Item 11. Executive Compensation
The Partnership is managed by Regency, its general partner. Consequently, the
information required by this item is reflected in and is hereby incorporated by
reference to the information contained in Regency's definitive proxy statement
for its 2000 Annual Meeting of Shareholders, to be filed with the Securities and
Exchange Commission within 120 days after the end of its fiscal year.
Item 12. Security Ownership of Certain Beneficial Owner and Management
Information known to the Partnership with respect to beneficial ownership (as
defined in Rule 13d-3 under the Securities Exchange Act of 1934, as amended) of
more than 5% of the outstanding Class B Units as of March 24, 2000 is as follows
NO. OF UNITS BENEFICIALLY
CLASS BENEFICIAL OWNER OWNED % OF CLASS
Class B Units Regency Realty Corporation 55,123,067 100%
121 W. Forsyth St., Suite 200
Jacksonville, Florida 32202
The Partnership has no directors or executive officers and is managed by Regency
as the general partner of the Partnership. Other than Lee S. Wielansky and John
F. Euart, Jr., no director or executive officer of Regency personally owns any
Units of the Partnership as of March 24, 2000.
Information concerning the beneficial ownership of shares of common stock of
Regency by its directors and executive officers, as well as by persons believed
to be the beneficial owner of more than 5% of Regency's outstanding common
stock, is hereby incorporated by reference to the information contained in
Regency's definitive proxy statement for its 2000 Annual Meeting of
Shareholders.
Item 13. Certain Relationships and Related Transactions
The Partnership is managed by Regency, its general partner. Consequently, the
information required by this item is reflected in and is hereby incorporated by
reference to the information contained in Regency's definitive proxy statement
for its 2000 Annual Meeting of Shareholders, to be filed with the Securities and
Exchange Commission within 120 days after the end of its fiscal year.
<PAGE>
PART IV
Item 14. Exhibits, Financial Statement Schedules, and Reports on Form 8-K
(a) Financial Statements and Financial Statement Schedules:
The Partnership's 1999 financial statements and financial statement schedule,
together with the reports of KPMG LLP dated January 26, 2000 are listed on the
index immediately preceding the financial statements at the end of this report.
(b) Reports on Form 8-K:
None
(c) Exhibits:
3. Third Amended and Restated Agreement of Limited Partnership of Regency
Centers, L.P., as amended, incorporated by reference to Exhibit 10(q) of
Regency Realty Corporation's Form 10-K for the year ended December 31,
1999, filed March 17, 2000.
4. Instruments defining Rights of Security Holders
(a) Indenture dated July 20, 1998 between Regency Centers, L.P., the
guarantors named therein and First Union National Bank, as
trustee (incorporated by reference to Exhibit 4.1 to the
registration statement on Form S-4 of Regency Centers, L.P., No.
333-63723).
(b) Indenture dated March 9, 1999 between Regency Centers, L.P., the
guarantors named therein and First Union National Bank, as
trustee (incorporated by reference to Exhibit 4.1 to the
registration statement on Form S-3 of Regency Centers, L.P., No.
333-72899)
10. Material Contracts
(a) Amended and Restated Credit Agreement dated as of February 26,
1999 by and among Regency Centers, L.P., a Delaware limited
partnership (the "Borrower"), Regency Realty Corporation, a
Florida corporation (the "Parent"), each of the financial
institutions initially a signatory hereto together with their
assignees, (the "Lenders"), and Wells Fargo Bank, National
Association, as contractual representative of the Lenders to the
extent and in the manner provided, incorporated by reference to
Exhibit 10(u) of Regency Realty Corporation's Form 10-K for the
year ended December 31, 1998, filed March 15, 1999.
(i) Letter Agreement dated August 30, 1999 amending the
Amended and Restated Credit Agreement dated
February 26, 1999, incorporated by reference to
Exhibit 10(r)(i) of Regency Realty Corporation's
Form 10-K for the year ended December 31, 1999,
filed March 17, 2000.
(ii) Letter Agreement dated October 29, 1999 amending
the Amended and Restated Credit Agreement dated
February 26, 1999, incorporated by reference to
Exhibit 10(r)(ii) of Regency Realty Corporation's
Form 10-K for the year ended December 31, 1999,
filed March 17, 2000.
21. Subsidiaries of the Registrant incorporated by reference to Exhibit 21
of Regency Realty Corporation's Form 10-K for the year ended December
31, 1999, filed March 17, 2000.
23. Consent of KPMG LLP
27. Financial Data Schedule
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.
REGENCY CENTERS, L.P.
By: REGENCY REALTY CORPORATION,
Its General Partner
Date: March 17, 2000 By: /s/ Martin E. Stein, Jr.
------------------------
Martin E Stein, Jr., Chairman of the Board
and Chief Executive Officer
Date: March 17, 2000 By: /s/ Bruce M. Johnson
--------------------
Bruce M. Johnson, Managing Director and
Principal Financial Officer
Date: March 17, 2000 By: /s/ J. Christian Leavitt
------------------------
J. Christian Leavitt, Senior Vice
President, Finance and Principal
Accounting 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:
Date: March 17, 2000 /s/ Martin E. Stein, Jr.
------------------------
Martin E. Stein, Jr.,Chairman of the Board
and Chief Executive Officer
Date: March 17, 2000 /s/ Mary Lou Fiala
------------------------
Mary Lou Fiala, President, Chief Operating
Officer and Director
Date: March 17, 2000 /s/ Thomas B. Allin
------------------------
Thomas B. Allin, Director
Date: March 17, 2000 /s/ Raymond L. Bank
------------------------
Raymond L. Bank, Director
Date: March 17, 2000 /s/ A. R. Carpenter
------------------------
A. R. Carpenter, Director
Date: March 17, 2000 /s/ Jeffrey A. Cozad
------------------------
Jeffrey A. Cozad, Director
Date: March 17, 2000 /s/ J. Dix Druce, Jr.
------------------------
J. Dix Druce, Jr., Director
Date: March 17, 2000 /s/ John T. Kelley
------------------------
John T. Kelley, Director
Date: March 17, 2000 /s/ Douglas S. Luke
------------------------
Douglas S. Luke, Director
Date: March 17, 2000 /s/ John C. Schweitzer
------------------------
John C. Schweitzer, Director
Date: March 17, 2000 /s/ Lee Wielansky
------------------------
Lee Wielansky, Director
Date: March 17, 2000 /s/ Terry N. Worrell
-----------------------
Terry N. Worrell, Director
<PAGE>
REGENCY CENTERS, L.P.
INDEX TO FINANCIAL STATEMENTS
Regency Centers, L.P.
Independent Auditors' Report F-2
Consolidated Balance Sheets as of December 31, 1999 and 1998 F-3
Consolidated Statements of Operations for the years ended
December 31, 1999, 1998, and 1997 F-4
Consolidated Statements of Changes in Capital for the
years ended December 31, 1999, 1998 and 1997 F-5
Consolidated Statements of Cash Flows for the years ended
December 31, 1999, 1998, and 1997 F-6
Notes to Consolidated Financial Statements F-8
Financial Statement Schedule
Independent Auditors' Report on Financial Statement Schedule S-1
Schedule III - Regency Centers, L.P. Combined Real Estate and
Accumulated Depreciation - December 31, 1999 S-2
All other schedules are omitted because they are not applicable or because
information required therein is shown in the financial statements or notes
thereto.
F-1
<PAGE>
Independent Auditors' Report
The Unitholders of Regency Centers, L.P. and the Board of Directors of
Regency Realty Corporation:
We have audited the accompanying consolidated balance sheets of Regency Centers,
L.P. as of December 31, 1999 and 1998, and the related consolidated statements
of operations, changes in capital, and cash flows for each of the years in the
three-year period ended December 31, 1999. These consolidated financial
statements are the responsibility of the Partnership's management. Our
responsibility is to express an opinion on these consolidated financial
statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. 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 consolidated financial statements referred to above present
fairly, in all material respects, the financial position of Regency Centers,
L.P. as of December 31, 1999 and 1998, and the results of their operations and
their cash flows for each of the years in the three-year period ended December
31, 1999 in conformity with generally accepted accounting principles.
KPMG LLP
Jacksonville, Florida
January 26, 2000
F-2
<PAGE>
REGENCY CENTERS, L.P.
Consolidated Balance Sheets
December 31, 1999 and 1998
<TABLE>
<CAPTION>
1999 1998
-------- ------
<S> <C> <C>
Assets
Real estate investments, at cost: (notes 2, 5 and 9):
Land $ 538,881,578 222,259,131
Buildings and improvements 1,722,813,591 795,124,798
Construction in progress - development for investment 81,995,169 15,647,659
Construction in progress - development for sale 85,305,724 20,869,915
--------------- ---------------
2,428,996,062 1,053,901,503
Less: accumulated depreciation 81,294,400 36,752,466
--------------- ---------------
2,347,701,662 1,017,149,037
Investments in real estate partnerships (note 4) 66,938,784 30,630,540
--------------- ---------------
Net real estate investments 2,414,640,446 1,047,779,577
Cash and cash equivalents 50,964,920 15,536,926
Note receivable 15,673,125 -
Tenant receivables, net of allowance for uncollectible accounts
of $1,883,547 and $1,787,866 at December 31, 1999
and 1998, respectively 30,884,172 13,712,937
Deferred costs, less accumulated amortization of
$5,498,619 and $2,350,267 at December 31, 1999
and 1998, respectively 11,272,866 5,156,289
Other assets 7,273,925 4,251,221
--------------- ---------------
$ 2,530,709,454 1,086,436,950
=============== ===============
Liabilities and Partners' Capital
Liabilities:
Notes payable (note 2 and 5) 713,787,207 362,744,897
Acquisition and development line of credit (note 5) 247,179,310 117,631,185
Accounts payable and other liabilities 47,981,987 17,596,224
Tenants' security and escrow deposits 7,566,967 2,638,033
--------------- ---------------
Total liabilities 1,016,515,471 500,610,339
--------------- ---------------
Limited partners' interest in consolidated partnerships 11,108,994 11,558,619
--------------- ---------------
Partners' Capital (notes 2,6,7 and 8):
Series A preferred units, par value $50: 1,600,000 units
issued and outstanding at December 31, 1999 and
December 31, 1998 78,800,000 78,800,000
Series B preferred units, par value $100: 850,000 units
issued and outstanding at December 31, 1999 82,799,720 -
Series C preferred units, par value $100: 750,000 units
issued and outstanding at December 31, 1999 73,058,577 -
Series D preferred units, par value $100: 500,000 units
issued and outstanding at December 31, 1999 49,157,977 -
General partner; 55,535,928 and 24,537,723 units outstanding
at December 31, 1999 and 1998, respectively 1,179,400,122 472,748,608
Limited partners; 1,863,604 and 1,147,446 units outstanding
at December 31, 1999 and 1998, respectively 39,868,593 22,719,384
--------------- ---------------
Total partners' capital 1,503,084,989 574,267,992
--------------- ---------------
Commitments and contingencies (notes 9 and 10)
$ 2,530,709,454 1,086,436,950
=============== ===============
</TABLE>
See accompanying notes to consolidated financial statements.
F-3
<PAGE>
REGENCY CENTERS, L.P.
Consolidated Statements of Operations
For the Years ended December 31, 1999, 1998, and 1997
<TABLE>
<CAPTION>
1999 1998 1997
------ ------ ------
<S> <C> <C> <C>
Revenues:
Minimum rent (note 9) $ 203,858,715 86,945,086 55,610,184
Percentage rent 4,115,179 1,652,560 1,078,692
Recoveries from tenants 52,817,868 19,988,640 13,058,816
Other non-rental revenues 18,239,486 11,862,784 8,447,615
Equity in income of investments in
real estate partnerships 4,687,944 946,271 33,311
---------------- ---------------- ----------------
Total revenues 283,719,192 121,395,341 78,228,618
---------------- ---------------- ----------------
Operating expenses:
Depreciation and amortization 44,890,628 20,652,375 12,401,128
Operating and maintenance 36,259,450 14,875,587 10,950,495
General and administrative 19,274,225 14,564,148 9,324,928
Real estate taxes 26,714,308 10,202,308 6,803,927
Other expenses 472,526 500,000 639,000
---------------- ---------------- ----------------
Total operating expenses 127,611,137 60,794,418 40,119,478
---------------- ---------------- ----------------
Interest expense (income):
Interest expense 56,033,260 23,464,311 14,761,774
Interest income (2,144,885) (1,900,136) (934,473)
---------------- ---------------- ----------------
Net interest expense 53,888,375 21,564,175 13,827,301
---------------- ---------------- ----------------
Income before minority interests and sale
of real estate investments 102,219,680 39,036,748 24,281,839
---------------- ---------------- ----------------
(Loss) gain on sale of real estate investments (232,989) 10,725,975 450,902
Minority interest of limited partners (2,855,404) (464,098) (504,957)
---------------- ---------------- ----------------
Net income 99,131,287 49,298,625 24,227,784
Preferred unit distributions (12,368,403) (3,358,333) -
---------------- ---------------- ----------------
Net income for common unitholders $ 86,762,884 45,940,292 24,227,784
================ ================ ================
Net income per common unit (note 7):
Basic $ 1.59 1.62 1.20
================ ================ ================
Diluted $ 1.59 1.58 1.13
================ ================ ================
</TABLE>
See accompanying notes to consolidated financial statements
F-4
<PAGE>
REGENCY CENTERS, L.P.
Consolidated Statement of Changes in Capital
For the Years Ended December 31, 1999, 1998 and 1997
<TABLE>
<CAPTION>
Predecessor Preferred General Limited Total
Equity Units Partner Partners Capital
------------ ---------- ---------- ---------- -----------
<S> <C> <C> <C> <C> <C>
Balance December 31, 1996 $ 143,724,221 - - - 143,724,221
Reclassification of predecessor equity
upon formation of the Partnership (143,724,221) - 143,724,221 - -
Net income - - 22,185,961 2,041,823 24,227,784
Units issued for acquisition
of real estate - - 16,227,869 96,380,706 112,608,575
Units issued for cash - - - 2,255,140 2,255,140
Units issued as a result of common
stock issued by Regency - - 227,953,752 - 227,953,752
Cash distributions for dividends - - (35,093,345) (1,900,288) (36,993,633)
Other contributions (distributions), net - - (28,229,211) - (28,229,211)
Units exchanged for common
stock of Regency - 85,460,247 (85,460,247) -
-------------- -------------- --------------- -------------- ---------------
Balance December 31, 1997 - - 432,229,494 13,317,134 445,546,628
Net income - 3,358,333 44,114,019 1,826,273 49,298,625
Cash received for issuance of
preferred units, net - 78,800,000 - - 78,800,000
Units issued as a result of common
stock issued by Regency - - 13,425,337 7,694 14,433,031
Cash distributions for dividends - - (50,295,345) (1,891,368) (52,186,713)
Preferred unit distribution - (3,358,333) - - (3,358,333)
Other contributions (distributions), net - - 7,582,224 - 7,582,224
Units issued for acquisition
of real estate - 3,102,555 32,049,975 35,152,530
Units exchanged for common
stock of Regency - - 15,940,506 (15,940,506) -
Reallocation of limited partners interest - - 6,649,818 (6,649,818) -
-------------- -------------- --------------- -------------- ---------------
Balance December 31, 1998 $ - 78,800,000 472,748,608 22,719,384 574,267,992
Net income - 12,368,403 83,865,106 2,897,778 99,131,287
Cash received for the issuance of
preferred units, net 205,016,274 - - 205,016,274
Cash distributions for dividends - - (97,623,424) (3,140,849) (100,764,273)
Preferred unit distribution - (12,368,403) - - (12,368,403)
Repurchase of Regency stock and
corresponding units - - (54,536,612) - (54,536,612)
Other contributions (distributions), net - - (2,952,539) - (2,952,539)
Units issued for acquisition
of real estate - 766,258,365 26,608,892 792,867,257
Units issued as a result of common
stock issued by Regency - - 4,044,945 - 4,044,945
Units converted for cash - - (1,620,939) (1,620,939)
Units exchanged for common
stock of Regency - - 7,595,673 (7,595,673) -
-------------- -------------- --------------- -------------- ---------------
Balance December 31, 1999 $ - 283,816,274 1,179,400,122 39,868,593 1,503,084,989
============== ============== =============== ============== ===============
</TABLE>
See accompanying notes to consolidated financial statements
F-5
<PAGE>
REGENCY CENTERS, L.P.
Consolidated Statements of Cash Flows
For the Years Ended December 31, 1999, 1998 and 1997
<TABLE>
<CAPTION>
1999 1998 1997
------ ------ ------
<S> <C> <C> <C>
Cash flows from operating activities:
Net income $ 99,131,287 49,298,625 24,227,784
Adjustments to reconcile net income to net
cash provided by operating activities:
Depreciation and amortization 44,890,628 20,652,375 12,401,128
Deferred financing cost and debt premium amortization 132,103 (1,152,250) 434,826
Services provided by Regency in exchange for units 3,821,570 3,199,808 2,858,772
Minority interest of limited partners 2,855,404 464,098 504,957
Equity in income of investments in real estate partnerships (4,687,944) (946,271) (33,311)
Loss (gain) on sale of real estate investments 232,989 (10,725,975) (450,902)
Changes in assets and liabilities:
Tenant receivables (12,256,210) (4,245,674) (4,232,165)
Deferred leasing commissions (4,557,488) (2,079,252) (870,857)
Other assets (6,123) (4,003,247) (1,701,232)
Tenants' security and escrow deposits 1,225,046 484,181 892,917
Accounts payable and other liabilities 11,207,663 3,057,923 203,025
--------------- --------------- ---------------
Net cash provided by operating activities 141,988,925 54,004,341 34,234,942
--------------- --------------- ---------------
Cash flows from investing activities:
Acquisition and development of real estate (121,021,353) (230,037,657) (127,716,692)
Acquisition of Pacific, net of cash acquired (9,046,230) - -
Investment in real estate partnerships (30,752,019) (29,068,392) -
Capital improvements (18,915,839) (6,922,203) (5,226,138)
Construction in progress for sale, net of reimbursement (38,246,886) (696,876) (23,776,953)
Proceeds from sale of real estate investments 5,389,760 30,662,197 2,645,229
Distributions received from real estate partnership investments 704,474 383,853 68,688
--------------- --------------- ---------------
Net cash used in investing activities (211,888,093) (235,679,078) (154,005,866)
--------------- --------------- ---------------
Cash flows from financing activities:
Cash contributions from the issuance of Regency stock
and exchangeable partnership units 223,375 10,233,223 227,350,120
Repurchase of Regency stock and corresponding units (54,536,612) - -
Redemption of exchangeable partnership units (1,620,939) - -
Net (distributions) contributions limited partners
in consolidated partnerships (1,071,831) 4,289,995 -
Distributions to preferred unit holders (12,368,403) (3,358,333) -
Cash distributions for dividends (100,764,273) (52,186,713) (36,993,633)
Other (distributions) contributions, net (2,952,539) 7,582,224 (28,229,211)
Net proceeds from fixed rate unsecured loans 249,845,300 99,758,000 -
Net proceeds from issuance of preferred units 205,016,274 78,800,000 -
(Repayment) proceeds of acquisition and development
line of credit, net (142,051,875) 69,500,000 (25,570,000)
Proceeds from mortgage loans 445,207 7,345,000 15,972,920
Repayment of mortgage loans (30,481,514) (37,092,341) (24,015,293)
Deferred financing costs (4,355,008) (2,301,821) (568,449)
--------------- --------------- ---------------
Net cash provided by financing activities 105,327,162 182,569,234 127,946,454
--------------- --------------- ---------------
Net increase in cash and cash equivalents 35,427,994 894,497 8,175,530
Cash and cash equivalents at beginning of period 15,536,926 14,642,429 6,466,899
--------------- --------------- ---------------
Cash and cash equivalents at end of period $ 50,964,920 15,536,926 14,642,429
=============== =============== ===============
</TABLE>
F-6
<PAGE>
REGENCY CENTERS, L.P.
Consolidated Statements of Cash Flows
For the Years Ended December 31, 1999, 1998 and 1997
continued
<TABLE>
<CAPTION>
1999 1998 1997
----- ----- ------
<S> <C> <C> <C>
Supplemental disclosure of cash flow information -
cash paid for interest (net of capitalized interest
of approximately $11,029,000, $3,417,000 and $1,896,000
in 1999, 1998 and 1997 respectively) $ 49,325,134 19,841,375 14,395,279
=============== =============== ===============
Supplemental disclosure of non-cash transactions:
Mortgage loans assumed for the acquisition of Pacific
and real estate $ 411,184,783 124,391,131 142,448,966
=============== =============== ===============
Units issued for the acquisition of real estate $ 792,867,257 35,152,530 112,608,575
=============== =============== ===============
Other liabilities assumed to acquire Pacific $ 13,897,643 - -
=============== =============== ===============
</TABLE>
See accompanying notes to consolidated financial statements.
F-7
<PAGE>
REGENCY CENTERS, L.P.
Notes to Consolidated Financial Statements
December 31, 1999
(unaudited)
1. Summary of Significant Accounting Policies
(a) Organization and Principles of Consolidation
Regency Centers, L.P. ("RCLP" or "Partnership") is the primary
entity through which Regency Realty Corporation ("Regency" or
"Company"), a self-administered and self-managed real estate
investment trust ("REIT"), conducts substantially all of its
business and owns substantially all of its assets.
The Partnership was formed in 1996 for the purpose of acquiring
certain real estate properties. The historical financial
statements of the Partnership reflect the accounts of the
Partnership since its inception, together with the accounts of
certain predecessor entities (including Regency Centers, Inc., a
wholly-owned subsidiary of Regency through which Regency owned a
substantial majority of its properties), which were merged with
and into the Partnership as of February 26, 1998. At December 31,
1999, Regency owns approximately 97% of the outstanding common
units of the Partnership.
During 1999, two properties were transferred from Regency to RCLP.
The effects of such transfers were not material to the operations
or financial position of the Partnership. During 1998, Regency
transferred all of the assets and liabilities of a 100% owned
shopping center, Hyde Park, to the Partnership in exchange for
Class B units. Hyde Park was acquired by Regency on June 6, 1997,
and its operations had been included in Regency's financial
statements from that date forward. Since the Partnership and Hyde
Park are under the common control of Regency, the transfer of Hyde
Park has been accounted for at historical cost in a manner similar
to a pooling of interests, as if the Partnership had directly
acquired Hyde Park on June 6, 1997. Accordingly, the Partnership's
financial statements have been restated to include the assets,
liabilities, units issued, and results of operations of Hyde Park
from the date it was acquired.
The Partnership's ownership interests are represented by Units, of
which there are (i) Series A Preferred Units, (ii) Series B
Preferred Units (iii) Series C Preferred Units (iv) Series D
Preferred Units (v) Original Limited Partnership Units, all of
which were issued in connection with the Branch acquisition, (vi)
Additional Units, all of which were issued in connection with the
Midland and other property acquisitions, and (vii) Class B Units,
all of which are owned by Regency. Each outstanding Unit other
than Class B Units and Series A, B, C, and D Preferred Units is
exchangeable, on a one share per one Unit basis, for the common
stock of Regency or for cash at Regency's election.
The accompanying consolidated financial statements include the
accounts of the Partnership, its wholly owned subsidiaries, and
its majority owned or controlled subsidiaries and partnerships.
All significant intercompany balances and transactions have been
eliminated in the consolidated financial statements.
(b) Revenues
The Partnership leases space to tenants under agreements with
varying terms. Leases are accounted for as operating leases with
minimum rent recognized on a straight-line basis over the term of
the lease regardless of when payments are due. Accrued rents are
included in tenant receivables. Minimum rent has been adjusted to
reflect the effects of recognizing rent on a straight line basis.
Substantially all of the lease agreements contain provisions which
provide additional rents based on tenants' sales volume
(contingent or percentage rent) or reimbursement of the tenants'
share of real estate taxes and certain common area maintenance
(CAM) costs. These additional rents are recognized as the tenants
achieve the specified targets as defined in the lease agreements.
Other non-rental revenues from management, leasing and brokerage
fees are recognized as revenue when earned.
F-8
<PAGE>
REGENCY CENTERS, L.P.
Notes to Consolidated Financial Statements
December 31, 1999
(unaudited)
(c) Real Estate Investments
Land, buildings and improvements are recorded at cost. All direct
and indirect costs clearly associated with the acquisition,
development and construction of real estate projects are
capitalized as buildings and improvements.
Maintenance and repairs which do not improve or extend the useful
lives of the respective assets are reflected in operating and
maintenance expense. The property cost includes the capitalization
of interest expense incurred during construction in accordance
with generally accepted accounting principles.
Depreciation is computed using the straight line method over
estimated useful lives up to forty years for buildings and
improvements, term of lease for tenant improvements, and five to
seven years for furniture and equipment.
The Partnership reviews its real estate investments for impairment
whenever events or changes in circumstances indicate that the
carrying amount of an asset may not be recoverable.
(d) Income Taxes
The Partnership is not liable for federal income taxes and each
partner reports its allocable share of income and deductions on
its respective return; accordingly no provision for income taxes
is required in the consolidated financial statements.
Regency Realty Group, Inc., ("RRG") and PRT Development
Corporation ("PRTDC") are taxable subsidiaries of the Partnership.
RRG and PRTDC are subject to Federal and state income taxes and
file separate tax returns. RRG and PRTDC had combined taxable
income of $3,465,262, $774,756 and $890,404 for the years ended
December 31, 1999, 1998 and 1997, respectively. RRG and PRTDC
incurred Federal and state income tax of $1,502,876, $223,657 and
$327,013 in 1999, 1998 and 1997, respectively.
At December 31, 1999 and 1998, the net book basis of real estate
assets exceeds the tax basis by approximately $244.8 million and
$168.6 million, respectively, primarily due to the difference
between the cost basis of the assets acquired and their carryover
basis recorded for tax purposes.
(e) Deferred Costs
Deferred costs consist of internal and external commissions
associated with leasing the rental property and loan costs
incurred in obtaining financing which are limited to initial
direct and incremental costs. The net leasing commission balance
was $6.2 and $2.5 million at December 31, 1999 and 1998,
respectively. The net loan cost balance was $5.1 and $2.6 million
at December 31, 1999 and 1998, respectively. Such costs are
deferred and amortized over the terms of the respective leases and
loans.
F-9
<PAGE>
REGENCY CENTERS, L.P.
Notes to Consolidated Financial Statements
December 31, 1999
(unaudited)
(f) Earnings Per Unit
Basic net income per unit is computed based upon the weighted
average number of common units outstanding during the year.
Diluted net income per unit also includes common unit equivalents
for options to purchase additional units and contingently issuable
units when dilutive. See note 7 for the calculation of earnings
per unit.
(g) Cash and Cash Equivalents
Any instruments which have an original maturity of ninety days or
less when purchased are considered cash equivalents.
(h) Estimates
The preparation of financial statements in conformity with
generally accepted accounting principles requires the
Partnership's management to make estimates and assumptions that
affect the reported amounts of assets and liabilities, and
disclosure of contingent assets and liabilities, at the date of
the financial statements and the reported amounts of revenues and
expenses during the reporting period. Actual results could differ
from those estimates.
(i) Stock Option Plan
The Company and the Partnership apply the provisions of SFAS No.
123, "Accounting for Stock Based Compensation", which allows
companies a choice in the method of accounting for stock options.
Entities may recognize as expense over the vesting period the fair
value of all stock-based awards on the date of grant or SFAS No.
123 also permits entities to continue to apply the provisions of
APB Opinion No. 25 and provide pro forma net income and pro forma
earnings per unit disclosures for employee stock option grants
made as if the fair-value-based method defined in SFAS No. 123 had
been applied. APB Opinion No. 25 "Accounting for Stock Issued to
Employees", and related interpretations states that compensation
expense would be recorded on the date of grant only if the current
market price of the underlying stock exceeded the exercise price.
The Company has elected to continue to apply the provisions of APB
Opinion No. 25 and provide the pro forma disclosure provisions of
SFAS No. 123.
(j) Allocation of Expenses
All general and administrative expenses incurred by Regency and
the Partnership have been paid by the Partnership. All other
expenses have been allocated between Regency and the Partnership
based upon the direct relationship to the real estate asset for
which they were incurred. The Partnership provides property
management services for the real estate properties within the
Partnership as well as other entities, and earns a fee for these
services. Such fees are recorded as management fee revenue for
third parties or as a reduction of general and administrative
expenses for properties owned by Regency. These fees are charged
based on a percentage of total revenues, as defined.
(k) Reclassifications
Certain reclassifications have been made to the 1998 amounts to
conform to classifications adopted in 1999.
F-10
<PAGE>
REGENCY CENTERS, L.P.
Notes to Consolidated Financial Statements
December 31, 1999
(unaudited)
2. Acquisitions
On September 23, 1998, the Company entered into an Agreement of Merger
("Agreement") with Pacific Retail Trust ("Pacific"), a privately held
real estate investment trust. The Agreement, among other matters,
provided for the merger of Pacific into Regency, and the exchange of each
Pacific common or preferred share into 0.48 shares of Regency common or
preferred stock. The stockholders approved the merger at a Special
Meeting of Stockholders of Regency held February 26, 1999. On February
28, 1999, the effective date of the merger, the Company issued equity
instruments valued at $770.6 million to the Pacific stockholders in
exchange for their outstanding common and preferred shares and units. The
total cost to acquire Pacific was approximately $1.157 billion based on
the value of Regency shares issued, including the assumption of $379
million of outstanding debt and other liabilities of Pacific, and closing
costs. The price per share used to determine the purchase price was
$23.325 based on the five day average of the closing stock price of
Regency's common stock on the New York Stock Exchange immediately before,
during and after the date the terms of the merger were agreed to and
announced to the public. The merger was accounted for as a purchase with
the Company as the acquiring entity. Concurrent with this acquisition,
the Company contributed all the assets and liabilities of Pacific to the
Partnership in exchange for Class B Units.
During 1998, the Partnership, through Regency, acquired 42 shopping
centers and joint ventures for a total investment of $370.3 ("1998
Acquisitions"). With respect to these acquisitions, during 1999, the
Partnership and Regency paid contingent consideration valued at $9.0
million consisting of 69,555 Units, 3,768 shares of common stock, and
$7.0 million. During 2000, the Partnership and Regency may pay contingent
consideration of up to an estimated $7.5 million, through the issuance of
Units, stock and the payment of cash.
The operating results of Pacific and the 1998 Acquisitions are included
in the Partnership's consolidated financial statements from the date each
property was acquired. The following unaudited pro forma information
presents the consolidated results of operations as if Pacific and all of
the 1998 Acquisitions had occurred on January 1, 1998. Such pro forma
information reflects adjustments to 1) increase depreciation, interest
expense, and general and administrative costs, 2) remove the office
buildings sold, and 3) adjust the weighted average common units issued to
acquire the properties. Pro forma revenues would have been $306.5 and
$267.9 million as of December 31, 1999 and 1998, respectively. Pro forma
net income for common unitholders would have been $93.2 and $76.7 million
as of December 31, 1999 and 1998, respectively. Pro forma basic net
income per common unit would have been $1.60 and $1.26 as of December 31,
1999 and 1998, respectively. Pro forma diluted net income per common unit
would have been $1.60 and $1.25 as of December 31, 1999 and 1998,
respectively. This data does not purport to be indicative of what would
have occurred had Pacific and the 1998 Acquisitions been made on January
1, 1998, or of results which may occur in the future.
3. Segments
The Partnership was formed, and currently operates, for the purpose of 1)
operating and developing Partnership owned retail shopping centers
(Retail segment), and 2) providing services including property
management, leasing, brokerage, and construction and development
management for third-parties (Service operations segment). The
Partnership had previously operated four office buildings that were sold
during 1998 and 1997 (Office buildings segment). The Partnership's
reportable segments offer different products or services and are managed
separately because each requires different strategies and management
expertise. There are no material inter-segment sales or transfers.
The Partnership assesses and measures operating results starting with Net
Operating Income for the Retail and Office Buildings segments and Income
for the Service operations segment and converts such amounts into a
performance measure referred to as Funds From Operations ("FFO"). The
operating results for the individual retail shopping centers have been
aggregated since all of the Partnership's shopping centers exhibit highly
similar economic characteristics as neighborhood shopping centers, and
offer similar degrees of risk and opportunities for growth. FFO as
defined by the National Association of Real Estate Investment Trusts
F-11
<PAGE>
REGENCY CENTERS, L.P.
Notes to Consolidated Financial Statements
December 31, 1999
(unaudited)
3. Segments (continued)
consists of net income (computed in accordance with generally accepted
accounting principles) excluding gains (or losses) from debt
restructuring and sales of income producing property held for investment,
plus depreciation and amortization of real estate, and adjustments for
unconsolidated investments in real estate partnerships and joint
ventures. The Partnership further adjusts FFO by distributions made to
holders of Units that results in a diluted FFO amount. The Partnership
considers diluted FFO to be the industry standard for reporting the
operations of real estate investment trusts ("REITs"). Adjustments for
investments in real estate partnerships are calculated to reflect diluted
FFO on the same basis. While management believes that diluted FFO is the
most relevant and widely used measure of the Partnership's performance,
such amount does not represent cash flow from operations as defined by
generally accepted accounting principles, should not be considered an
alternative to net income as an indicator of the Partnership's operating
performance, and is not indicative of cash available to fund all cash
flow needs. Additionally, the Partnership's calculation of diluted FFO,
as provided below, may not be comparable to similarly titled measures of
other REITs.
The accounting policies of the segments are the same as those described
in note 1. The revenues, diluted FFO, and assets for each of the
reportable segments are summarized as follows for the years ended as of
December 31, 1999, 1998, and 1997. Non-segment assets to reconcile to
total assets include cash and deferred costs.
<TABLE>
<CAPTION>
1999 1998 1997
<S> <C> <C> <C>
Revenues:
Retail segment $ 265,479,706 109,000,125 65,096,009
Service operations segment 18,239,486 11,862,784 8,447,615
Office buildings segment - 532,432 4,684,994
------------- ------------- ------------
Total revenues $ 283,719,192 121,395,341 78,228,618
============= ============= ============
Funds from Operations:
Retail segment net operating income $ 202,505,948 84,105,501 49,098,456
Service operations segment income 18,239,486 11,862,784 8,447,615
Office buildings segment net operating income - 349,161 2,928,125
Adjustments to calculate diluted FFO:
Interest expense (56,033,260) (23,464,311) (14,761,774)
Interest income 2,144,885 1,900,136 934,473
Earnings from recurring land sales - 901,853 -
General and administrative (19,746,751) (15,064,148) (9,963,928)
Non-real estate depreciation (1,003,092) (679,740) (406,113)
Minority interests of limited partners (2,855,404) (464,098) (504,957)
Minority interests in depreciation
and amortization (584,048) (526,018) (285,280)
Share of joint venture depreciation
and amortization 987,912 688,686 59,038
Distributions on preferred units (12,368,403) (3,358,333) -
------------- ------------ ------------
Funds from Operations - diluted 131,287,273 56,251,473 35,545,655
------------- ------------ ------------
Reconciliation to net income for common unitholders:
Real estate related depreciation
and amortization (43,887,536) (19,972,635) (11,995,015)
Minority interests in depreciation
and amortization 584,048 526,018 285,280
Share of joint venture depreciation
and amortization (987,912) (688,686) (59,038)
(Loss) earnings from property sales (232,989) 9,824,122 450,902
------------- ------------ ------------
Net income available for common unitholders $ 86,762,884 45,940,292 24,227,784
============= ============ ============
</TABLE>
<TABLE>
<CAPTION>
As of December 31
1999 1998 1997
<S> <C> <C> <C>
Assets (in thousands):
Retail segment $ 2,344,092 1,040,623 625,243
Service operations segment 123,233 20,870 20,173
Office buildings segment - - 19,258
Cash and other assets 63,384 24,944 19,175
------------- ----------- -----------
Total assets $ 2,530,709 1,086,437 683,849
============= =========== ===========
</TABLE>
F-12
<PAGE>
REGENCY CENTERS, L.P.
Notes to Consolidated Financial Statements
December 31, 1999
(unaudited)
4. Investments in Real Estate Partnerships
The Partnership accounts for all investments in which it owns less than
50% and does not have controlling financial interest, using the equity
method. The Partnership's combined investment in these partnerships was
$66.9 and $30.6 million at December 31, 1999 and 1998, respectively. Net
income is allocated to the Partnership in accordance with the respective
partnership agreement.
5. Notes Payable and Acquisition and Development Line of Credit
The Partnership's outstanding debt at December 31, 1999 and December 31,
1998 consists of the following (in thousands):
<TABLE>
<CAPTION>
1999 1998
<S> <C> <C>
Notes Payable:
Fixed rate mortgage loans $ 331,716 230,398
Variable rate mortgage loans 11,376 11,051
Fixed rate unsecured loans 370,696 121,296
-------- --------
Total notes payable 713,788 362,745
Acquisition and development line of credit 247,179 117,631
-------- --------
Total $ 960,967 480,376
======== ========
</TABLE>
During February, 1999, the Partnership modified the terms of its
unsecured acquisition and development line of credit (the "Line") by
increasing the commitment to $635 million. This credit agreement also
provides for a competitive bid facility of up to $250 million of the
commitment amount. Maximum availability under the Line is based on the
discounted value of a pool of eligible unencumbered assets (determined on
the basis of capitalized net operating income) less the amount of the
Partnership's outstanding unsecured liabilities. The Line matures in
February 2001, but may be extended annually for one year periods.
Borrowings under the Line bear interest at a variable rate based on LIBOR
plus a specified spread, (1.00% currently), which is dependent on the
Company's investment grade rating. The Partnership is required to comply,
and is in compliance, with certain financial and other covenants
customary with this type of unsecured financing. These financial
covenants include among others (i) maintenance of minimum net worth, (ii)
ratio of total liabilities to gross asset value, (iii) ratio of secured
indebtedness to gross asset value, (iv) ratio of EBITDA to interest
expense, (v) ratio of EBITDA to debt service and reserve for
replacements, and (vi) ratio of unencumbered net operating income to
interest expense on unsecured indebtedness. The Line is used primarily to
finance the acquisition and development of real estate, but is also
available for general working capital purposes.
Mortgage loans are secured by certain real estate properties, and may be
prepaid subject to a prepayment of a yield-maintenance premium. Mortgage
loans are generally due in monthly installments of interest and principal
and mature over various terms through 2019. Variable interest rates on
mortgage loans are currently based on LIBOR plus a spread in a range of
125 basis points to 150 basis points. Fixed interest rates on mortgage
loans range from 7.04% to 9.8%.
During 1999, the Partnership assumed debt with a fair value of $411.2
million related to the acquisition of real estate, which includes debt
premiums of $4.1 million based upon the above market interest rates of
the debt instruments. Debt premiums are being amortized over the terms of
the related debt instruments, as an adjustment to interest expense.
On April 15, 1999 the Partnership completed a $250 million unsecured debt
offering in two tranches. The Partnership issued $200 million 7.4% notes
due April 1, 2004, priced at 99.922% to yield 7.42%, and $50 million
7.75% notes due April 1, 2009, priced at 100%. The net proceeds of the
offering were used to reduce the balance of the Line.
F-13
<PAGE>
REGENCY CENTERS, L.P.
Notes to Consolidated Financial Statements
December 31, 1999
(unaudited)
5. Notes Payable and Acquisition and Development Line of Credit (continued)
As of December 31, 1999, scheduled principal repayments on notes payable
and the Line were as follows (in thousands):
<TABLE>
<CAPTION>
Scheduled
Principal Term Loan Total
Scheduled Payments by Year Payments Maturities Payments
<S> <C> <C> <C>
2000 5,711 41,942 47,653
2001 8,053 293,027 301,080
2002 4,943 44,091 49,034
2003 4,933 13,299 18,232
2004 5,327 199,866 205,193
Beyond 5 Years 36,833 290,365 327,248
Net unamortized debt premiums - 12,527 12,527
-------- --------- ---------
Total 65,850 895,117 960,967
======== ========= =========
</TABLE>
Unconsolidated partnerships and joint ventures had mortgage loans payable
of $50.3 million at December 31, 1999, and the Partnership's
proportionate share of these loans was $21.2 million.
6. Regency's Stockholders' Equity and Partners' Capital
Allocation of profits and losses and distributions to unitholders are
made in accordance with the partnership agreement. Distributions to
Limited Partners are made in the same amount as the dividends declared
and paid on Regency common stock. Distributions to the General Partner
are made at the General Partner's discretion.
The following represent equity transactions initiated by Regency and the
Partnership. The proceeds from such transactions are the primary source
of capital from which the Partnership acquires and develops new real
estate.
On June 11, 1996, the Company entered into a Stockholders Agreement (the
"Agreement") with SC-USREALTY granting it certain rights such as
purchasing common stock, nominating representatives to the Company's
Board of Directors, and subjecting SC-USREALTY to certain restrictions
including voting and ownership restrictions. In connection with the Units
and shares of common stock issued in March 1998 related to earnout
payments, SC-USREALTY acquired 435,777 shares at $22.125 per share in
accordance with their rights as provided for in the Agreement. In
conjunction with the acquisition of Pacific, SC-USREALTY exchanged their
Pacific shares for 22.6 million Regency common shares.
In connection with the acquisition of shopping centers, RCLP has issued
Exchangeable Operating Partnership Units to limited partners convertible
on a one for one basis into shares of common stock of the Company.
On June 29, 1998, the Partnership issued $80 million of 8.125% Series A
Cumulative Redeemable Preferred Units ("Series A Preferred Units") to an
institutional investor in a private placement. The issuance involved the
sale of 1.6 million Series A Preferred Units for $50.00 per unit. The
Series A Preferred Units, which may be called by the Partnership at par
on or after June 25, 2003, have no stated maturity or mandatory
redemption, and pay a cumulative, quarterly dividend at an annualized
rate of 8.125%. At any time after June 25, 2008, the Series A Preferred
Units may be exchanged for shares of 8.125% Series A Cumulative
Redeemable Preferred Stock of the Company at an exchange rate of one
share of Series A Preferred Stock for one Series A Preferred Unit. The
Series A Preferred Units and Series A Preferred Stock are not convertible
into common stock of the Company. The net proceeds of the offering were
used to reduce the Line.
F-14
<PAGE>
REGENCY CENTERS, L.P.
Notes to Consolidated Financial Statements
December 31, 1999
(unaudited)
6. Regency's Stockholders' Equity and Partners' Capital (continued)
On September 3, 1999, the Partnership issued $85 million of 8.75% Series
B Cumulative Redeemable Preferred Units ("Series B Preferred Units") to
an institutional investor in a private placement. The issuance involved
the sale of 850,000 Series B Preferred Units for $100.00 per unit. The
Series B Preferred Units, which may be called by the Partnership at par
on or after September 3, 2004, have no stated maturity or mandatory
redemption, and pay a cumulative, quarterly dividend at an annualized
rate of 8.75%. At any time after September 3, 2009, the Series B
Preferred Units may be exchanged for shares of 8.75% Series B Cumulative
Redeemable Preferred Stock of the Company at an exchange rate of one
share of Series B Preferred Stock for one Series B Preferred Unit. The
Series B Preferred Units and Series B Preferred Stock are not convertible
into common stock of the Company. The net proceeds of the offering were
used to reduce the Line.
On September 3, 1999, the Partnership issued $75 million of 9.0% Series C
Cumulative Redeemable Preferred Units ("Series C Preferred Units") to an
institutional investor in a private placement. The issuance involved the
sale of 750,000 Series C Preferred Units for $100.00 per unit. The Series
C Preferred Units, which may be called by the Partnership at par on or
after September 3, 2004, have no stated maturity or mandatory redemption,
and pay a cumulative, quarterly dividend at an annualized rate of 9.0%.
At any time after September 3, 2009, the Series C Preferred Units may be
exchanged for shares of 9.0% Series C Cumulative Redeemable Preferred
Stock of the Company at an exchange rate of one share of Series C
Preferred Stock for one Series C Preferred Unit. The Series C Preferred
Units and Series C Preferred Stock are not convertible into common stock
of the Company. The net proceeds of the offering were used to reduce the
Line.
On September 29, 1999, the Partnership issued $50 million of 9.125%
Series D Cumulative Redeemable Preferred Units ("Series D Preferred
Units") to an institutional investor in a private placement. The issuance
involved the sale of 500,000 Series D Preferred Units for $100.00 per
unit. The Series D Preferred Units, which may be called by the
Partnership at par on or after September 29, 2004, have no stated
maturity or mandatory redemption, and pay a cumulative, quarterly
dividend at an annualized rate of 9.125%. At any time after September 29,
2009, the Series D Preferred Units may be exchanged for shares of 9.125%
Series D Cumulative Redeemable Preferred Stock of the Company at an
exchange rate of one share of Series D Preferred Stock for one Series D
Preferred Unit. The Series D Preferred Units and Series D Preferred Stock
are not convertible into common stock of the Company. The net proceeds of
the offering were used to reduce the Line.
As part of the acquisition of Pacific Retail Trust, the Company issued
Series 1 and Series 2 preferred shares. Series 1 preferred shares are
convertible into Series 2 preferred shares on a one-for-one basis and
contain provisions for adjustment to prevent dilution. The Series 1
preferred shares are entitled to a quarterly dividend in an amount equal
to $0.0271 less than the common dividend and are cumulative. Series 2
preferred shares are convertible into common shares on a one-for-one
basis. The Series 2 preferred shares are entitled to quarterly dividends
in an amount equal to the common dividend and are cumulative. The Company
may redeem the preferred shares any time after October 20, 2010 at a
price of $20.83 per share, plus all accrued but unpaid dividends. During
1999, a holder of Series 2 preferred shares converted their shares into
14,987 shares of common stock.
During the fourth quarter, the Board of Directors authorized the
repurchase of up to $65 million of the Company's outstanding shares from
time to time through periodic open market transactions or through
privately negotiated transactions. At December 31, 1999, the Company had
repurchased 2.7 million shares for $54.5 million of which the majority of
the funds came from the Partnership. Accordingly, 2.7 million Class B
Units are currently held in treasury.
During 1999, the holders of all of Regency's Class B stock converted
2,500,000 shares into 2,975,468 shares of common stock.
F-15
<PAGE>
REGENCY CENTERS, L.P.
Notes to Consolidated Financial Statements
December 31, 1999
(unaudited)
7. Earnings Per Unit
The following summarizes the calculation of basic and diluted earnings
per unit for the years ended December 31, 1999, 1998 and 1997 (in
thousands except per share data):
<TABLE>
<CAPTION>
1999 1998 1997
<S> <C> <C> <C>
Basic Earnings Per Unit (EPU) Calculation:
Weighted average units outstanding 52,409 24,991 15,891
======= ======= =======
Net income for common unitholders $ 86,763 45,940 24,228
Less: dividends paid on Class B common
stock, Series 1 and Series 2 preferred stock 3,654 5,378 5,140
------- ------- -------
Net income for Basic and Diluted EPU $ 83,109 40,562 19,088
======= ======= =======
Basic EPU $ 1.59 1.62 1.20
======= ======= =======
Diluted Earnings Per Unit (EPU) Calculation:
Weighted average units outstanding
for Basic EPU 52,409 24,991 15,891
Incremental units to be issued under common
stock options using the Treasury method 4 14 80
Contingent units for the acquisition
of real estate - 511 955
------- ------- -------
Total diluted units 52,413 25,516 16,926
======= ======= =======
Diluted EPU $ 1.59 1.58 1.13
======= ======= =======
</TABLE>
The Class B common stock dividends are deducted from income in
computing earnings per unit since the proceeds of this offering were
transferred to and reinvested by the Partnership. In addition, the
Series 1 and Series 2 Preferred stock dividends are also deducted from
net income in computing earnings per unit since the properties acquired
with these preferred shares were contributed to the Partnership.
Accordingly, the payment of Class B common, Series 1 and Series 2
Preferred stock dividends are deemed to be preferential to the
distributions made to common unitholders.
8. Long-Term Stock Incentive Plans
Regency is committed to contribute to the Partnership all proceeds from
the exercise of options or other stock-based awards granted under
Regency's Stock Option and Incentive Plan. Regency's ownership in the
Partnership will be increased based on the amount of proceeds contributed
to the Partnership.
In 1993, the Company adopted a Long-Term Omnibus Plan (the "Plan")
pursuant to which the Board of Directors may grant stock and stock
options to officers, directors and other key employees. The Plan provides
for the issuance of up to 12% of the Company's common shares outstanding
not to exceed 8.5 million shares. Stock options are granted with an
exercise price equal to the stock's fair market value at the date of
grant. All stock options granted have ten year terms, and become fully
exercisable after four years from the date of grant, with the exception
of options issued to directors prior to 1999 which become fully
exercisable after one year.
At December 31, 1999, there were approximately 2.7 million shares
available for grant under the Plan. The per share weighted-average fair
value of stock options granted during 1999 and 1998 was $1.23 and $2.22
on the date of grant using the Black Scholes option-pricing model with
the following weighted-average assumptions: 1999 - expected dividend
yield 9.2%, risk-free interest rate of 5.7%, expected volatility 21%, and
an expected life of 5.3 years; 1998 - expected dividend yield 7.5%,
risk-free interest rate of 4.8%, expected volatility 21%, and an expected
life of 6.5 years. The Company applies APB Opinion No. 25 in accounting
for its Plan and, accordingly, no compensation cost has been recognized
for its stock options in the consolidated financial statements.
F-16
<PAGE>
REGENCY CENTERS, L.P.
Notes to Consolidated Financial Statements
December 31, 1999
(unaudited)
8. Long-Term Stock Incentive Plans (continued)
Had the Partnership determined compensation cost based on the fair value
at the grant date for its stock options under SFAS No. 123, the
Partnership's net income for common stockholders would have been reduced
to the pro forma amounts indicated below (in thousands except per share
data):
Net income for
common unitholders 1999 1998 1997
As reported: $86,763 $45,940 $24,228
Net income per unit:
Basic $1.59 $1.62 $1.20
Diluted $1.59 $1.58 $1.13
Pro forma: $84,610 $44,915 $22,603
Net income per unit:
Basic $1.55 $1.58 $1.09
Diluted $1.55 $1.55 $1.03
Stock option activity during the periods indicated is as follows:
Number of Weighted-Average
Shares Exercise Price
Outstanding, December 31, 1996 198,000 $ 19.43
Granted 1,252,276 25.39
Forfeited (7,000) 23.54
Exercised (124,769) 19.25
Outstanding, December 31, 1997 1,318,507 25.08
Granted 741,265 24.39
Forfeited (123,495) 25.33
Exercised (227,700) 24.97
Outstanding, December 31, 1998 1,708,577 24.71
Granted 860,767 20.70
Pacific Retail Merger 1,251,719 24.24
Forfeited (87,395) 25.69
Exercised (4,000) 17.88
----------- ----------
Outstanding, December 31, 1999 3,729,668 $ 23.61
=========== ==========
The following table presents information regarding all options
outstanding at December 31, 1999.
Weighted
Average Weighted
Number of Remaining Range of Average
Options Contractual Exercise Exercise
Outstanding Life Prices Price
423,220 9.31 $ 16.75 - 19.81 $ 19.73
1,388,098 8.68 20.83 - 22.94 21.86
1,918,350 7.42 25.00 - 27.69 25.73
--------- ---- ------------------ -------------
3,729,668 8.10 $ 16.75 - 27.69 $ 23.61
========= ==== ================== =============
The following table presents information regarding options currently
exercisable at December 31, 1999:
Weighted
Number of Range of Average
Options Exercise Exercise
Exercisable Prices Price
45,731 $ 16.75 - 19.25 $ 19.01
15,899 22.25 - 25.00 23.34
88,681 26.25 - 27.75 26.98
------- --------------- ------------
150,311 $ 16.75 - 27.75 $ 24.17
======= =============== ============
Also as part of the Plan, certain officers and employees have received
loans to purchase stock at market rates of interest, have been granted
restricted stock, and have been granted dividend equivalents. During
1999, 1998 and 1997, the Company charged $1,030,645, $1,322,164 and
$1,115,906, respectively, to income on the consolidated statement of
operations related to the Plan.
F-17
<PAGE>
REGENCY CENTERS, L.P.
Notes to Consolidated Financial Statements
December 31, 1999
(unaudited)
9. Operating Leases
The Partnership's properties are leased to tenants under operating leases
with expiration dates extending to the year 2032. Future minimum rents
under noncancelable operating leases as of December 31,1999, excluding
tenant reimbursements of operating expenses and excluding additional
contingent rentals based on tenants' sales volume are as follows:
Year ending December 31, Amount
2000 $ 212,605,774
2001 199,375,597
2002 176,902,371
2003 155,139,918
2004 128,333,418
Thereafter 883,033,479
-------------
Total $ 1,755,390,557
=============
The shopping centers' tenant base includes primarily national and
regional supermarkets, drug stores, discount department stores and other
retailers and, consequently, the credit risk is concentrated in the
retail industry. There were no tenants which individually represented 10%
or more of the Partnership's combined minimum rent.
10. Contingencies
The Partnership like others in the commercial real estate industry, is
subject to numerous environmental laws and regulations and the operation
of dry cleaning plants at the Partnership's shopping centers is the
principal environmental concern. The Partnership believes that the dry
cleaners are operating in accordance with current laws and regulations
and has established procedures to monitor their operations. While the
Partnership has registered the plants located in Florida under a state
funded program designed to substantially fund the clean up, if necessary,
of any environmental issues, the owner or operator is not relieved from
the ultimate responsibility for clean up. The Partnership also has
established due diligence procedures to identify and evaluate potential
environmental issues on properties under consideration for acquisition.
In connection with acquisitions during 1999 and 1998, the Partnership has
established environmental reserves which amounted to $2.6 million and
$2.2 million at December 31, 1999 and 1998, respectively. While it is not
possible to predict with certainty, management believes that the reserves
are adequate to cover future clean-up costs related to these sites. The
Partnership's policy is to accrue environmental clean-up costs when it is
probable that a liability has been incurred and that amount is reasonably
estimable. Based on information presently available, no additional
environmental accruals were made and management believes that the
ultimate disposition of currently known matters will not have a material
effect on the financial position, liquidity, or operations of the
Partnership.
11. Summary of Quarterly Financial Data (Unaudited)
Presented below is a summary of the consolidated quarterly financial data
for the years ended December 31, 1999 and 1998 (amounts in thousands,
except per share data):
<TABLE>
<CAPTION>
First Second Third Fourth
Quarter Quarter Quarter Quarter
<S> <C> <C> <C> <C>
1999:
Revenues $ 47,008 75,204 74,912 86,595
Net income for
common unitholders 12,950 24,447 23,983 25,383
Net income per unit:
Basic .33 .41 .40 .45
Diluted .33 .41 .40 .45
1998:
Revenues $ 25,190 29,533 32,332 34,340
Net income for
common unitholders 18,256 9,361 9,320 9,003
Net income per unit:
Basic .69 .32 .34 .27
Diluted .68 .32 .33 .25
</TABLE>
F-18
<PAGE>
Independent Auditors' Report
On Financial Statement Schedule
The Unitholders of Regency Centers, L.P. and the Board of Directors of
Regency Realty Corporation
Under date of January 26, 2000, we reported on the consolidated balance sheets
of Regency Centers L.P. as of December 31, 1999 and 1998, and the related
consolidated statements of operations, changes in capital, and cash flows for
each of the years in the three-year period ended December 31, 1999, as contained
in the annual report on Form 10-K for the year 1999. In connection with our
audits of the aforementioned consolidated financial statements, we also audited
the related financial statement schedule as listed in the accompanying index on
page F-1 of the annual report on Form 10-K for the year 1999. This financial
statement schedule is the responsibility of the Partnership's management. Our
responsibility is to express an opinion on the financial statement schedule
based on our audits.
In our opinion, the related financial statement schedule, when considered in
relation to the basic consolidated financial statements taken as a whole,
presents fairly, in all material respects, the information set forth therein.
KPMG LLP
Jacksonville, Florida
January 26, 2000
S-1
<PAGE>
Regency Centers, L.P.
Combined Real Estate and Accumulated Depreciation
December 31, 1999
<TABLE>
<CAPTION>
Schedule III
Initial Cost Cost Capitalized Total Cost
---------------------------- ---------------------------------------------
Building & Subsequent to Building &
Land Improvements Acquisition Land Improvements Total
------------ -------------- --------------- ------------- --------------- -------------
<S> <C> <C> <C> <C> <C> <C>
ANASTASIA SHOPPING PLAZA 1,072,451 3,617,493 176,624 1,072,451 3,794,117 4,866,568
ARAPAHO VILLAGE 837,148 8,031,688 - 837,148 8,031,688 8,868,836
ARDEN SQUARE 3,140,000 7,420,438 - 3,140,000 7,420,438 10,560,438
ASHFORD PLACE 2,803,998 9,163,994 345,480 2,583,998 9,729,474 12,313,472
AVENTURA SHOPPING CENTER 2,751,094 9,595,209 - 2,751,094 9,595,209 12,346,303
BECKETT COMMONS 1,625,242 5,844,871 269,559 1,625,242 6,114,430 7,739,672
BENEVA 2,483,547 8,851,199 293,537 2,483,547 9,144,736 11,628,283
BENT TREE PLAZA 1,927,712 6,659,082 - 1,927,712 6,659,082 8,586,794
BERKSHIRE COMMONS 2,294,960 8,151,236 88,422 2,294,960 8,239,658 10,534,618
BLOOMINGDALE 3,861,759 14,100,891 235,565 3,861,759 14,336,456 18,198,215
BLOSSOM VALLEY 7,803,568 10,320,913 - 7,803,568 10,320,913 18,124,481
BOLTON PLAZA 2,660,227 6,209,110 1,435,951 2,634,664 7,670,624 10,305,288
BOULEVARD CENTER 3,659,040 9,658,227 - 3,659,040 9,658,227 13,317,267
BOYNTON LAKES PLAZA 2,783,000 10,043,027 43,649 2,783,000 10,086,676 12,869,676
BRAELINN VILLAGE EQUIPORT 4,191,214 12,389,585 883,677 4,191,214 13,273,262 17,464,476
BRIARCLIFF LA VISTA 694,120 2,462,819 583,747 694,120 3,046,566 3,740,686
BRIARCLIFF VILLAGE 4,597,018 16,303,813 1,476,227 4,597,018 17,780,040 22,377,058
BRISTOL WARNER 5,000,000 11,997,016 - 5,000,000 11,997,016 16,997,016
BROOKVILLE PLAZA 1,208,012 4,205,994 186,518 1,208,012 4,392,512 5,600,524
BUCKHEAD COURT 1,737,569 6,162,941 1,515,521 1,627,569 7,788,462 9,416,031
BUCKLEY SQUARE 2,970,000 5,126,240 - 2,970,000 5,126,240 8,096,240
CAMBRIDGE SQUARE 792,000 2,916,034 309,747 792,000 3,225,781 4,017,781
CARMEL COMMONS 2,466,200 8,903,187 1,659,743 2,466,200 10,562,930 13,029,130
CARRIAGE GATE 740,960 2,494,750 1,232,323 740,960 3,727,073 4,468,033
CASA LINDA PLAZA 4,515,000 30,809,330 - 4,515,000 30,809,330 35,324,330
CASCADE PLAZA 3,023,165 10,694,460 - 3,023,165 10,694,460 13,717,625
CENTER OF SEVEN SPRINGS 1,737,994 6,290,048 1,781,068 1,757,440 8,051,670 9,809,110
CHAMPIONS FOREST 2,665,875 8,678,603 - 2,665,875 8,678,603 11,344,478
CHERRY GROVE 3,533,146 12,710,297 497,290 3,533,146 13,207,587 16,740,733
CHERRY PARK MARKET 2,400,000 16,162,934 - 2,400,000 16,162,934 18,562,934
CITY VIEW SHOPPING CENTER 1,207,204 4,341,304 53,659 1,207,204 4,394,963 5,602,167
COOPER STREET 2,078,891 10,682,189 - 2,078,891 10,682,189 12,761,080
COSTA VERDE 12,740,000 25,261,188 - 12,740,000 25,261,188 38,001,188
COUNTRY CLUB CALIF 3,000,000 11,657,200 - 3,000,000 11,657,200 14,657,200
CROMWELL SQUARE 1,771,892 6,285,288 263,146 1,771,892 6,548,434 8,320,326
CROSSROADS 3,513,903 2,595,055 - 3,513,903 2,595,055 6,108,958
CUMMING 400 2,374,562 8,420,776 476,617 2,374,562 8,897,393 11,271,955
DIABLO PLAZA 5,300,000 7,535,866 - 5,300,000 7,535,866 12,835,866
DUNWOODY HALL 1,819,209 6,450,922 983,126 1,819,209 7,434,048 9,253,257
DUNWOODY VILLAGE 2,326,063 7,216,045 2,129,971 2,326,063 9,346,016 11,672,079
EAST POINTE 1,868,120 6,742,983 37,375 1,868,120 6,780,358 8,648,478
EAST PORT PLAZA 3,257,023 11,611,363 283,522 3,257,023 11,894,885 15,151,908
EL CAMINO 7,600,000 10,852,428 - 7,600,000 10,852,428 18,452,428
EL NORTE PARKWAY PLA 2,833,510 6,332,078 - 2,833,510 6,332,078 9,165,588
ENCINA GRANDE 5,040,000 10,378,539 - 5,040,000 10,378,539 15,418,539
ENSLEY SQUARE 915,493 3,120,928 436,060 915,493 3,556,988 4,472,481
EVANS CROSSING 1,468,743 5,123,617 171,720 1,634,997 5,129,083 6,764,080
FLEMING ISLAND 3,076,701 6,291,505 31,752 3,076,701 6,323,257 9,399,958
FRANKLIN SQUARE 2,584,025 9,379,749 478,328 2,584,025 9,858,077 12,442,102
FRIARS MISSION 6,660,000 27,276,992 - 6,660,000 27,276,992 33,936,992
GARDEN SQUARE 2,073,500 7,614,748 425,298 2,136,135 7,977,411 10,113,546
GARNER FESTIVAL 5,591,099 19,897,197 864,979 5,591,099 20,762,176 26,353,275
GLENWOOD VILLAGE 1,194,198 4,235,476 227,955 1,194,198 4,463,431 5,657,629
HAMILTON MEADOWS 2,034,566 6,582,429 3,380 2,034,566 6,585,809 8,620,375
HAMPSTEAD VILLAGE 2,769,901 5,152,103 - 2,769,901 5,152,103 7,922,004
HANCOCK 8,231,581 24,248,620 - 8,231,581 24,248,620 32,480,201
HARPETH VILLAGE FIELDSTONE 2,283,874 5,559,498 3,537,926 2,283,874 9,097,424 11,381,298
HARWOOD HILLS VILLAGE 2,852,704 9,192,614 - 2,852,704 9,192,614 12,045,318
HERITAGE LAND 12,390,000 - - 12,390,000 - 12,390,000
HERITAGE PLAZA - 23,675,957 - - 23,675,957 23,675,957
HIGHLAND SQUARE 2,615,250 9,359,722 4,964,243 2,615,250 14,323,965 16,939,215
HILLCREST VILLAGE 1,600,000 1,797,686 - 1,600,000 1,797,686 3,397,686
HINSDALE LAKE COMMONS 4,217,840 15,039,854 71,706 4,217,840 15,111,560 19,329,400
HYDE PARK 9,240,000 33,340,181 2,744,895 9,735,102 35,589,974 45,325,076
INGLEWOOD PLAZA 1,300,000 1,862,406 - 1,300,000 1,862,406 3,162,406
JAMES CENTER 2,706,000 9,451,497 - 2,706,000 9,451,497 12,157,497
</TABLE>
S-2
<PAGE>
Regency Centers, L.P.
Combined Real Estate and Accumulated Depreciation
December 31, 1999
<TABLE>
<CAPTION>
Schedule III
Initial Cost Cost Capitalized Total Cost
---------------------------- ---------------------------------------------
Building & Subsequent to Building &
Land Improvements Acquisition Land Improvements Total
------------ -------------- --------------- ------------- --------------- -------------
<S> <C> <C> <C> <C> <C> <C>
KERNERSVILLE PLAZA 1,741,562 6,081,020 268,646 1,741,562 6,349,666 8,091,228
KINGSDALE SHOPPING CENTER 3,866,500 15,185,234 - 3,866,500 15,185,234 19,051,734
LAKE MERIDIAN 6,510,000 12,121,889 - 6,510,000 12,121,889 18,631,889
LAKE PINE PLAZA 2,008,110 6,908,986 309,124 2,008,110 7,218,110 9,226,220
LAKESHORE 1,617,940 5,371,499 11,789 1,617,940 5,383,288 7,001,228
LEETSDALE MARKETPLACE 3,420,000 9,933,701 - 3,420,000 9,933,701 13,353,701
LITTLETON SQUARE 2,030,000 8,254,964 - 2,030,000 8,254,964 10,284,964
LOEHMANNS PLAZA 3,981,525 14,117,891 758,111 3,981,525 14,876,002 18,857,527
LOEHMANNS PLAZA CALIFORNIA 5,420,000 8,679,135 - 5,420,000 8,679,135 14,099,135
LOVEJOY STATION 1,540,000 5,581,468 5,754 1,540,000 5,587,222 7,127,222
MAINSTREET SQUARE 1,274,027 4,491,897 47,467 1,274,027 4,539,364 5,813,391
MARINERS VILLAGE 1,628,000 5,907,835 136,797 1,628,000 6,044,632 7,672,632
MARKET AT PRESTON FOREST 4,400,000 10,752,712 - 4,400,000 10,752,712 15,152,712
MARKET AT ROUND ROCK 2,000,000 9,676,170 - 2,000,000 9,676,170 11,676,170
MARKETPLACE ST PETE 1,287,000 4,662,740 283,120 1,287,000 4,945,860 6,232,860
MAXTOWN ROAD (NORTHGATE) 1,753,136 6,244,449 28,947 1,753,136 6,273,396 8,026,532
MAYNARD CROSSING 4,066,381 14,083,800 616,760 4,066,381 14,700,560 18,766,941
MEMORIAL BEND SHOPPING CENTER 3,256,181 11,546,660 2,121,856 3,366,181 13,558,516 16,924,697
MERCHANTS VILLAGE 1,054,306 3,162,919 3,399,315 1,054,306 6,562,234 7,616,540
MILLS POINTE 2,000,000 11,919,176 - 2,000,000 11,919,176 13,919,176
MOCKINGBIRD COMMON 3,000,000 9,675,600 - 3,000,000 9,675,600 12,675,600
MORNINGSIDE PLAZA 4,300,000 13,119,929 - 4,300,000 13,119,929 17,419,929
MURRAYHILL MARKETPLACE 2,600,000 15,753,034 - 2,600,000 15,753,034 18,353,034
NASHBORO 1,824,320 7,313,207 - 1,824,320 7,313,207 9,137,527
NEWBERRY SQUARE 2,341,460 8,466,651 868,040 2,341,460 9,334,691 11,676,151
NEWLAND CENTER 12,500,000 12,221,279 - 12,500,000 12,221,279 24,721,279
NORTH HILLS 4,900,000 18,972,202 - 4,900,000 18,972,202 23,872,202
NORTHVIEW PLAZA 1,956,961 8,694,879 - 1,956,961 8,694,879 10,651,840
OAKBROOK PLAZA 4,000,000 6,365,704 - 4,000,000 6,365,704 10,365,704
OAKLEY PLAZA 1,772,540 6,406,975 78,014 1,772,540 6,484,989 8,257,529
OLD ST AUGUSTINE PLAZA 2,047,151 7,355,162 295,861 2,047,151 7,651,023 9,698,174
ORCHARD SQUARE 1,155,000 4,135,353 284,028 1,155,000 4,419,381 5,574,381
PACES FERRY PLAZA 2,811,522 9,967,557 2,047,867 2,811,622 12,015,324 14,826,946
PALM HARBOUR SHOPPING VILLAGE 2,899,928 10,998,230 1,264,129 2,899,928 12,262,359 15,162,287
PALM TRAILS PLAZA 2,438,996 5,818,523 47,362 2,438,996 5,865,885 8,304,881
PARK PLACE 2,231,745 7,974,362 8,795 2,231,745 7,983,157 10,214,902
PARKWAY STATION 1,123,200 4,283,917 216,003 1,123,200 4,499,920 5,623,120
PASEO VILLAGE 2,550,000 7,780,102 - 2,550,000 7,780,102 10,330,102
PEACHLAND PROMENADE 1,284,562 5,143,564 93,215 1,284,561 5,236,780 6,521,341
PEARTREE VILLAGE 5,196,653 8,732,711 10,768,493 5,196,653 19,501,204 24,697,857
PIKE CREEK 5,077,406 18,860,183 398,631 5,077,406 19,258,814 24,336,220
PIMA CROSSING 5,800,000 24,891,690 - 5,800,000 24,891,690 30,691,690
PINE LAKE VILLAGE 6,300,000 10,522,041 - 6,300,000 10,522,041 16,822,041
PINE TREE PLAZA 539,000 1,995,927 3,310,606 539,000 5,306,533 5,845,533
PLAZA DE HACIENDA 4,230,000 11,741,933 - 4,230,000 11,741,933 15,971,933
PLAZA HERMOSA 4,200,000 9,369,630 - 4,200,000 9,369,630 13,569,630
POWERS FERRY SQUARE 3,607,647 12,790,749 3,901,785 3,607,647 16,692,534 20,300,181
POWERS FERRY VILLAGE 1,190,822 4,223,606 243,073 1,190,822 4,466,679 5,657,501
PRESTON PARK 6,400,000 46,896,071 - 6,400,000 46,896,071 53,296,071
QUEENSBOROUGH 1,826,000 6,501,056 (833,622)(*) 1,163,021 6,330,413 7,493,434
REGENCY COURT 3,571,337 12,664,014 1,032,708 3,571,337 13,696,722 17,268,059
RIDGLEA PLAZA 1,675,498 12,912,138 - 1,675,498 12,912,138 14,587,636
RIVERMONT STATION 2,887,213 10,445,109 87,952 2,887,213 10,533,061 13,420,274
RONA PLAZA 1,500,000 4,356,480 - 1,500,000 4,356,480 5,856,480
ROSWELL VILLAGE 2,304,345 6,777,200 5,729,925 2,304,345 12,507,125 14,811,470
RUSSELL RIDGE 2,153,214 - 6,574,954 2,215,341 6,512,827 8,728,168
SAMMAMISH HIGHLAND 9,300,000 7,553,288 - 9,300,000 7,553,288 16,853,288
SAN LEANDRO 1,300,000 7,891,091 - 1,300,000 7,891,091 9,191,091
SANDY PLAINS VILLAGE 2,906,640 10,412,440 1,555,213 2,906,640 11,967,653 14,874,293
SANDY SPRINGS VILLAGE 733,126 2,565,411 1,013,964 733,126 3,579,375 4,312,501
SANTA ANA DOWTOWN 4,240,000 7,319,468 - 4,240,000 7,319,468 11,559,468
SEQUOIA STATION 9,100,000 17,899,819 - 9,100,000 17,899,819 26,999,819
SHERWOOD MARKET CENTER 3,475,000 15,897,972 - 3,475,000 15,897,972 19,372,972
SHOPPES @ 104 2,651,000 9,523,429 440,325 2,651,000 9,963,754 12,614,754
</TABLE>
S-3
<PAGE>
Regency Centers, L.P.
Combined Real Estate and Accumulated Depreciation
December 31, 1999
<TABLE>
<CAPTION>
Schedule III
Initial Cost Cost Capitalized Total Cost
---------------------------- ---------------------------------------------
Building & Subsequent to Building &
Land Improvements Acquisition Land Improvements Total
------------ -------------- --------------- ------------- --------------- -------------
<S> <C> <C> <C> <C> <C> <C>
SHOPPES AT MASON 1,576,656 5,357,855 - 1,576,656 5,357,855 6,934,511
SILVERLAKE 2,004,860 7,161,869 21,690 2,004,860 7,183,559 9,188,419
SOUTH MONROE 1,200,000 6,566,974 (1,351,812)(*) 874,999 5,540,163 6,415,162
SOUTH POINT PLAZA 5,000,000 10,085,995 - 5,000,000 10,085,995 15,085,995
SOUTH POINTE CROSSING 4,399,303 11,363,585 - 4,399,303 11,363,585 15,762,888
SOUTHCENTER 1,300,000 12,250,504 - 1,300,000 12,250,504 13,550,504
SOUTHPARK 3,077,667 9,399,976 - 3,077,667 9,399,976 12,477,643
ST ANN SQUARE 1,541,883 5,597,282 166,887 1,541,883 5,764,169 7,306,052
STATLER SQUARE 2,227,819 7,479,952 241,316 2,227,819 7,721,268 9,949,087
STRAWFLOWER VILLAGE 4,060,228 7,232,936 - 4,060,228 7,232,936 11,293,164
SUNNYSIDE 205 1,200,000 8,703,281 - 1,200,000 8,703,281 9,903,281
TAMIAMI TRAILS 2,046,286 7,463,336 169,041 2,046,286 7,632,377 9,678,663
TASSAJARA CROSSING 8,560,000 14,899,929 - 8,560,000 14,899,929 23,459,929
TEQUESTA SHOPPES 1,782,000 6,426,042 245,223 1,782,000 6,671,265 8,453,265
THE MARKETPLACE 546,828 2,187,314 1,951 546,829 2,189,264 2,736,093
THE PROMENADE 2,526,480 12,712,811 - 2,526,480 12,712,811 15,239,291
THE VILLAGE 522,313 6,984,992 - 522,313 6,984,992 7,507,305
THOMAS LAKE 6,000,000 10,301,811 - 6,000,000 10,301,811 16,301,811
TOWN CENTER AT MARTIN DOWNS 1,364,000 4,985,410 35,225 1,364,000 5,020,635 6,384,635
TOWN SQUARE 438,302 1,555,481 1,593,834 768,302 2,819,315 3,587,617
TROWBRIDGE CROSSING EQUIPORT 910,263 1,914,551 1,162,927 910,263 3,077,478 3,987,741
TWIN PEAKS 5,200,000 25,119,758 - 5,200,000 25,119,758 30,319,758
UNION SQUARE SHOPPING CENTER 1,578,654 5,933,889 425,198 1,578,656 6,359,085 7,937,741
UNIVERSITY COLLECTION 2,530,000 8,971,597 149,697 2,530,000 9,121,294 11,651,294
UNIVERSITY MARKETPLACE 3,250,562 7,056,855 2,518,819 3,532,046 9,294,190 12,826,236
VALLEY RANCH CENTRE 3,021,181 10,727,623 - 3,021,181 10,727,623 13,748,804
VENTURA VILLAGE 4,300,000 6,351,012 - 4,300,000 6,351,012 10,651,012
VILLAGE CENTER 6 3,010,586 10,799,316 441,127 3,010,586 11,240,443 14,251,029
WALKER CENTER 3,840,000 6,417,522 - 3,840,000 6,417,522 10,257,522
WATERFORD TOWNE CENTER 5,650,058 5,514,671 - 5,650,058 5,514,671 11,164,729
WELLEBY 1,496,000 5,371,636 1,656,583 1,496,000 7,028,219 8,524,219
WELLINGTON MARKET PLACE 5,070,384 13,308,972 352,814 5,070,384 13,661,786 18,732,170
WELLINGTON TOWN SQUARE 1,914,000 7,197,934 691,879 1,914,000 7,889,813 9,803,813
WEST HILLS 2,200,000 6,045,233 - 2,200,000 6,045,233 8,245,233
WEST PARK PLAZA 5,840,225 4,991,746 - 5,840,225 4,991,746 10,831,971
WESTCHESTER PLAZA 1,857,048 6,456,178 284,131 1,857,048 6,740,309 8,597,357
WESTLAKE VILLAGE CENTER - 32,786,739 - - 32,786,739 32,786,739
WINDMILLER PLAZA PHASE I 2,620,355 11,190,526 468,768 2,620,355 11,659,294 14,279,649
WOODCROFT SHOPPING CENTER 1,419,000 5,211,981 388,944 1,419,000 5,600,925 7,019,925
WOODMAN VAN NUYS 5,500,000 6,835,246 - 5,500,000 6,835,246 12,335,246
WOODSIDE CENTRAL 3,500,000 8,845,698 - 3,500,000 8,845,698 12,345,698
WORTHINGTON PARK CENTRE 3,346,203 10,053,858 482,503 3,346,203 10,536,361 13,882,564
------------ -------------- ------------ ------------- ---------------- -------------
538,697,969 1,634,235,139 88,762,058 538,881,578 1,722,813,591 2,261,695,169
============ ============== ============ ============= ================ =============
(*) Includes land parcels sold in 1999
</TABLE>
S-4
<PAGE>
Regency Centers, L.P.
Combined Real Estate and Accumulated Depreciation
December 31, 1999
Schedule III
Total Cost
Net of
Accumulated Accumulated
Depreciation Depreciation Mortgages
------------ -------------- ---------------
ANASTASIA SHOPPING PLAZA 703,411 4,163,157 -
ARAPAHO VILLAGE 167,115 8,701,721 -
ARDEN SQUARE 154,340 10,406,098 -
ASHFORD PLACE 919,895 11,393,577 4,550,587
AVENTURA SHOPPING CENTER 2,590,758 9,755,545 8,470,790
BECKETT COMMONS 290,832 7,448,840 -
BENEVA 234,349 11,393,934 -
BENT TREE PLAZA 333,929 8,252,865 5,524,586
BERKSHIRE COMMONS 1,293,958 9,240,660 -
BLOOMINGDALE 689,773 17,508,442 -
BLOSSOM VALLEY 214,502 17,909,979 -
BOLTON PLAZA 1,164,968 9,140,320 -
BOULEVARD CENTER 200,691 13,116,576 -
BOYNTON LAKES PLAZA 503,861 12,365,815 -
BRAELINN VILLAGE EQUIPORT 1,169,840 16,294,636 2,218,290
BRIARCLIFF LA VISTA 228,379 3,512,307 1,630,511
BRIARCLIFF VILLAGE 1,531,761 20,845,297 3,113,636
BRISTOL WARNER 254,072 16,742,944 -
BROOKVILLE PLAZA 232,409 5,368,115 -
BUCKHEAD COURT 640,706 8,775,325 -
BUCKLEY SQUARE 114,662 7,981,578 -
CAMBRIDGE SQUARE 231,738 3,786,043 -
CARMEL COMMONS 724,774 12,304,356 -
CARRIAGE GATE 929,813 3,538,220 2,266,757
CASA LINDA PLAZA 646,494 34,677,836 -
CASCADE PLAZA 89,111 13,628,514 -
CENTER OF SEVEN SPRINGS 1,365,365 8,443,745 -
CHAMPIONS FOREST 180,533 11,163,945 -
CHERRY GROVE 608,392 16,132,341 -
CHERRY PARK MARKET 336,746 18,226,188 -
CITY VIEW SHOPPING CENTER 387,717 5,214,450 -
COOPER STREET 222,192 12,538,888 -
COSTA VERDE 524,233 37,476,955 -
COUNTRY CLUB CALIF 243,184 14,414,016 -
CROMWELL SQUARE 582,640 7,737,686 4,411,629
CROSSROADS 53,918 6,055,040 -
CUMMING 400 785,766 10,486,189 6,349,087
DIABLO PLAZA 156,691 12,679,175 -
DUNWOODY HALL 612,852 8,640,405 -
DUNWOODY VILLAGE 768,329 10,903,750 7,144,500
EAST POINTE 328,701 8,319,777 5,173,921
EAST PORT PLAZA 840,051 14,311,857 -
EL CAMINO 226,355 18,226,073 -
EL NORTE PARKWAY PLA 131,548 9,034,040 -
ENCINA GRANDE 215,852 15,202,687 -
ENSLEY SQUARE 326,996 4,145,485 -
EVANS CROSSING 268,899 6,495,181 4,277,340
FLEMING ISLAND 237,072 9,162,886 3,404,648
FRANKLIN SQUARE 517,497 11,924,605 8,989,157
FRIARS MISSION 564,821 33,372,171 7,686,329
GARDEN SQUARE 447,836 9,665,710 6,403,488
GARNER FESTIVAL 626,736 25,726,539 -
GLENWOOD VILLAGE 402,574 5,255,055 2,127,621
HAMILTON MEADOWS 385,108 8,235,267 5,528,516
HAMPSTEAD VILLAGE 20,684 7,901,320 2,431,616
HANCOCK 497,293 31,982,908 -
HARPETH VILLAGE FIELDSTONE 446,475 10,934,823 -
HARWOOD HILLS VILLAGE 187,491 11,857,827 -
HERITAGE LAND - 12,390,000 -
HERITAGE PLAZA 508,580 23,167,377 -
HIGHLAND SQUARE 386,415 16,552,800 3,835,315
HILLCREST VILLAGE 37,464 3,360,222 -
HINSDALE LAKE COMMONS 411,905 18,917,495 -
HYDE PARK 2,306,602 43,018,474 4,750,000
S-5
<PAGE>
Regency Centers, L.P.
Combined Real Estate and Accumulated Depreciation
December 31, 1999
Schedule III
Total Cost
Net of
Accumulated Accumulated
Depreciation Depreciation Mortgages
------------ -------------- ---------------
INGLEWOOD PLAZA 38,648 3,123,758 -
JAMES CENTER 177,930 11,979,567 5,787,944
KERNERSVILLE PLAZA 281,973 7,809,255 5,146,742
KINGSDALE SHOPPING CENTER 838,852 18,212,882 -
LAKE MERIDIAN 253,379 18,378,510 -
LAKE PINE PLAZA 324,461 8,901,759 5,888,137
LAKESHORE 256,291 6,744,937 3,668,020
LEETSDALE MARKETPLACE 210,546 13,143,155 -
LITTLETON SQUARE 171,608 10,113,356 -
LOEHMANNS PLAZA 1,316,391 17,541,136 -
LOEHMANNS PLAZA CALIFORNIA 182,289 13,916,846 -
LOVEJOY STATION 349,967 6,777,255 -
MAINSTREET SQUARE 322,753 5,490,638 -
MARINERS VILLAGE 438,189 7,234,443 -
MARKET AT PRESTON FOREST 223,653 14,929,059 -
MARKET AT ROUND ROCK 202,961 11,473,209 7,298,779
MARKETPLACE ST PETE 511,093 5,721,767 -
MAXTOWN ROAD (NORTHGATE) 273,865 7,752,667 5,339,003
MAYNARD CROSSING 653,322 18,113,619 1,550,269
MEMORIAL BEND SHOPPING CENTER 1,179,660 15,745,037 8,089,362
MERCHANTS VILLAGE 374,103 7,242,437 -
MILLS POINTE 254,094 13,665,082 5,741,898
MOCKINGBIRD COMMON 202,283 12,473,317 -
MORNINGSIDE PLAZA 277,236 17,142,693 -
MURRAYHILL MARKETPLACE 332,855 18,020,179 8,209,237
NASHBORO 159,122 8,978,405 -
NEWBERRY SQUARE 1,667,918 10,008,233 6,346,921
NEWLAND CENTER 265,001 24,456,278 -
NORTH HILLS 394,792 23,477,410 8,688,589
NORTHVIEW PLAZA 180,899 10,470,941 -
OAKBROOK PLAZA 137,140 10,228,564 -
OAKLEY PLAZA 455,637 7,801,892 -
OLD ST AUGUSTINE PLAZA 684,282 9,013,892 -
ORCHARD SQUARE 475,492 5,098,889 -
PACES FERRY PLAZA 1,013,894 13,813,052 -
PALM HARBOUR SHOPPING VILLAGE 1,030,852 14,131,435 -
PALM TRAILS PLAZA 237,875 8,067,006 -
PARK PLACE 233,562 9,981,340 -
PARKWAY STATION 437,015 5,186,105 -
PASEO VILLAGE 162,823 10,167,279 4,081,445
PEACHLAND PROMENADE 724,060 5,797,281 4,095,518
PEARTREE VILLAGE 1,208,491 23,489,366 2,613,011
PIKE CREEK 715,709 23,620,511 2,237,467
PIMA CROSSING 521,129 30,170,561 -
PINE LAKE VILLAGE 218,507 16,603,534 -
PINE TREE PLAZA 152,747 5,692,786 -
PLAZA DE HACIENDA 243,335 15,728,598 6,604,058
PLAZA HERMOSA 194,980 13,374,650 -
POWERS FERRY SQUARE 1,328,284 18,971,897 -
POWERS FERRY VILLAGE 379,832 5,277,669 2,885,949
PRESTON PARK 984,572 52,311,499 4,478,620
QUEENSBOROUGH 176,070 7,317,364 -
REGENCY COURT 1,156,685 16,111,374 -
RIDGLEA PLAZA 273,345 14,314,291 -
RIVERMONT STATION 665,282 12,754,992 -
RONA PLAZA 90,620 5,765,860 -
ROSWELL VILLAGE 622,605 14,188,865 -
RUSSELL RIDGE 823,061 7,905,107 6,124,639
SAMMAMISH HIGHLAND 157,091 16,696,197 -
SAN LEANDRO 166,369 9,024,722 -
SANDY PLAINS VILLAGE 955,297 13,918,996 -
SANDY SPRINGS VILLAGE 248,139 4,064,362 -
SANTA ANA DOWTOWN 153,685 11,405,783 -
SEQUOIA STATION 372,249 26,627,570 -
SHERWOOD MARKET CENTER 343,240 19,029,732 -
SHOPPES @ 104 385,985 12,228,769 -
SHOPPES AT MASON 249,129 6,685,382 3,861,074
SILVERLAKE 285,014 8,903,405 -
S-6
<PAGE>
Regency Centers, L.P.
Combined Real Estate and Accumulated Depreciation
December 31, 1999
Schedule III
Total Cost
Net of
Accumulated Accumulated
Depreciation Depreciation Mortgages
------------ -------------- ---------------
SOUTH MONROE 213,093 6,202,069 -
SOUTH POINT PLAZA 209,355 14,876,640 -
SOUTH POINTE CROSSING 279,858 15,483,030 -
SOUTHCENTER 257,171 13,293,333 -
SOUTHPARK 195,568 12,282,075 -
ST ANN SQUARE 345,192 6,960,860 4,861,922
STATLER SQUARE 370,770 9,578,317 5,393,006
STRAWFLOWER VILLAGE 153,788 11,139,376 -
SUNNYSIDE 205 182,560 9,720,721 5,678,996
TAMIAMI TRAILS 481,369 9,197,294 -
TASSAJARA CROSSING 310,417 23,149,512 -
TEQUESTA SHOPPES 564,489 7,888,776 -
THE MARKETPLACE 264,410 2,471,683 2,186,300
THE PROMENADE 268,195 14,971,096 -
THE VILLAGE 146,548 7,360,757 -
THOMAS LAKE 214,407 16,087,404 -
TOWN CENTER AT MARTIN DOWNS 387,973 5,996,662 -
TOWN SQUARE 178,771 3,408,846 -
TROWBRIDGE CROSSING EQUIPORT 202,473 3,785,268 1,800,000
TWIN PEAKS 524,275 29,795,483 -
UNION SQUARE SHOPPING CENTER 556,755 7,380,986 -
UNIVERSITY COLLECTION 737,604 10,913,690 -
UNIVERSITY MARKETPLACE 2,122,729 10,703,507 -
VALLEY RANCH CENTRE 227,928 13,520,876 -
VENTURA VILLAGE 132,059 10,518,953 -
VILLAGE CENTER 6 1,189,672 13,061,357 -
WALKER CENTER 135,589 10,121,933 -
WATERFORD TOWNE CENTER 43,360 11,121,369 -
WELLEBY 780,688 7,743,531 -
WELLINGTON MARKET PLACE 1,498,316 17,233,854 -
WELLINGTON TOWN SQUARE 692,458 9,111,355 -
WEST HILLS 125,737 8,119,496 5,185,042
WEST PARK PLAZA 103,736 10,728,235 -
WESTCHESTER PLAZA 390,261 8,207,096 5,712,441
WESTLAKE VILLAGE CENTER 681,958 32,104,781 -
WINDMILLER PLAZA PHASE I 431,949 13,847,700 -
WOODCROFT SHOPPING CENTER 469,317 6,550,608 -
WOODMAN VAN NUYS 138,667 12,196,579 5,895,124
WOODSIDE CENTRAL 186,176 12,159,522 -
WORTHINGTON PARK CENTRE 510,888 13,371,676 4,858,536
---------------------------------------------
81,294,400 2,180,400,769 350,596,373
=============================================
(*) Includes land parcels sold in 1999
S-7
<PAGE>
REGENCY REALTY CENTERS. L.P.
Combined Real Estate and Accumulated Depreciation
December 31, 1999
Depreciation and amortization of the Company's investment in buildings and
improvements reflected in the statement of operation is calculated over the
estimated useful lives of the assets as follows:
Buildings and improvements up to 40 years
The aggregate cost for Federal income tax purposes was approximately
$1,935,556,329 at December 31, 1999.
The changes in total real estate assets for the period ended December 31, 1999,
1998, and 1997:
<TABLE>
<CAPTION>
1999 1998 1997
--------------- --------------- -------------
<S> <C> <C> <C>
Balance, beginning of period 1,017,383,929 644,770,114 252,670,199
Developed or acquired properties 1,213,460,158 389,940,413 390,902,973
Transfer of two properties 30,265,851 - -
Sale of property (18,330,608) (24,248,801) (2,907,503)
Improvements 18,915,839 6,922,203 4,104,445
--------------- --------------- -------------
Balance, end of period 2,261,695,169 1,017,383,929 644,770,114
=============== =============== =============
</TABLE>
The changes in accumulated depreciation for the period ended December 31, 1999,
1998, and 1997:
<TABLE>
<CAPTION>
1999 1998 1997
--------------- --------------- -------------
<S> <C> <C> <C>
Balance, beginning of period 36,752,466 22,537,454 11,669,690
Transfer of two properties 2,558,924 - -
Sale of property (721,034) (5,121,929) (713,176)
Depreciation for period 42,704,044 19,336,941 11,580,940
--------------- -------------- ------------
Balance, end of period 81,294,400 36,752,466 22,537,454
=============== =============== =============
</TABLE>
S-8
Exhibit 23
Independent Auditors' Consent
The Unitholders of Regency Centers, L.P. and the
Board of Directors of Regency Realty Corporation:
We consent to incorporation by reference in the registration statement (No.
333-72899) on Form S-3 of Regency Centers, L.P., of our reports dated January
26, 2000, relating to the consolidated balance sheets of Regency Centers, L.P.
as of December 31, 1999 and 1998, and the related consolidated statements of
operations, changes in capital, and cash flows for each of the years in the
three year period ended December 31, 1999, and related schedule, which reports
appear in the December 31, 1999, annual report on Form 10-K of Regency Centers,
L.P.
KPMG LLP
Jacksonville, Florida
March 27, 2000
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY INFORMATION EXTRACTED FROM REGENCY
CENTERS, L.P. FORM 10-K FOR THE PERIOD ENDED 12/31/99
</LEGEND>
<CIK> 0001066247
<NAME> REGENCY CENTERS, L.P.
<MULTIPLIER> 1
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-END> DEC-31-1999
<CASH> 50,964,920
<SECURITIES> 0
<RECEIVABLES> 32,767,719
<ALLOWANCES> 1,883,547
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 2,495,934,846
<DEPRECIATION> 81,294,400
<TOTAL-ASSETS> 2,530,709,454
<CURRENT-LIABILITIES> 0
<BONDS> 0
0
0
<COMMON> 0
<OTHER-SE> 1,503,084,989
<TOTAL-LIABILITY-AND-EQUITY> 2,530,709,454
<SALES> 0
<TOTAL-REVENUES> 283,719,192
<CGS> 0
<TOTAL-COSTS> 62,973,758
<OTHER-EXPENSES> 44,890,628
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 56,033,260
<INCOME-PRETAX> 99,131,287
<INCOME-TAX> 0
<INCOME-CONTINUING> 86,762,884
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 86,762,884
<EPS-BASIC> 1.59
<EPS-DILUTED> 1.59
</TABLE>
