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, 1998
( ) 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 333-63723-07
REGENCY OPERATING PARTNERSHIP OF GEORGIA, L.P.
(Exact name of registrant as specified in its charter)
Georgia 59-33363127
(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)
(Name of exchange on which registered)
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months and (2) has been subject to such filing requirements for
the past 90 days. YES ( ) NO (x )
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to
the best of 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 approximate number of shares of
Registrant's voting common stock outstanding is not applicable.
Documents Incorporated by Reference
None
<PAGE>
TABLE OF CONTENTS
Form 10-K
Item
No.
Report Page
This filing constitutes a special financial report pursuant to Rule 5d-2 of the
Securities Exchange Act of 1934. This report contains only the financial
statements of the registrant for 1998, the last full fiscal year preceding the
fiscal year in which the registrant's registration statement on Form S-4 (No.
333-63723) became effective.
PART IV
Item 14.
Exhibits, Financial Statements, Schedules and Reports on Form 8-K..............1
(a) Financial Statements and Financial Statement Schedules:
The financial statements together with the report of KPMG LLP dated February 1,
1999, 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:
23.Consent of KPMG LLP
27.Financial Data Table
<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 OPERATING PARTNERSHIP
OF GEORGIA, L.P.
By: REGENCY CENTERS, L.P., General Partner
By: REGENCY REALTY CORPORATION, General Partner
Date: March 17, 1999 By: /s/ Martin E. Stein, Jr.
------------------------
Martin E Stein, Jr., Chairman of the Board
and Chief Executive Officer
Date: March 17, 1999 By: /s/ Bruce M. Johnson
--------------------
Bruce M. Johnson, Managing Director and
Princpal Financial Officer
Date: March 17, 1999 By: /s/ J. Christian Leavitt
------------------------
J. Christian Leavitt, Senior Vice President,
Finance and Principal Accounting Officer
Pursuant to the reities 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, 1999 /s/ Martin E. Stein, Jr.
------------------------
Martin E. Stein, Jr., Chairman of the Board
and Chief Executive Officer
Date: March 17, 1999 /s/ Mary Lou Rogers
-------------------
Mary Lou Rogers, President, Chief Operating
Officer and Director
Date: March 17, 1999 /s/ Thomas B. Allin
-------------------
Thomas B. Allin, Director
Date: March 17, 1999 /s/ Raymond L. Bank
-------------------
Raymond L. Bank, Director
Date: March 17, 1999 /s/ A. R. Carpenter
--------------------
A. R. Carpenter, Director
Date: March 17, 1999 /s/ Jeffrey A. Cozad
--------------------
Jeffrey A. Cozad, Director
Date: March 17, 1999 /s/ J. Dix Druce, Jr.
---------------------
J. Dix Druce, Jr., Director
Date: March 17, 1999 s/ John T. Kelley
------------------
John T. Kelley, Director
Date: March 17, 1999 /s/ Douglas S. Luke
-------------------
Douglas S. Luke, Director
Date: March 17, 1999 /s/ John C. Schweitzer
----------------------
John C. Schweitzer, Director
Date: March 17, 1999 /s/ Lee Wielansky
--------------------
Lee Wielansky, Director
Date: March 17, 1999 /s/ Terry N. Worrell
--------------------
Terry N. Worrell, Director
<PAGE>
Independent Auditors' Report
The Partners
RRC Operating Partnership of Georgia, L.P.:
We have audited the accompanying balance sheets of RRC Operating Partnership of
Georgia, L.P. as of December 31, 1998 and 1997, and the related statements of
operations, partners' capital, and cash flows for the years ended December 31,
1998 and 1997, and for the period from February 22, 1996 (inception) to December
31, 1996. These financial statements are the responsibility of the Partnership's
management. Our responsibility is to express an opinion on these 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 financial statements referred to above present fairly, in
all material respects, the financial position of RRC Operating Partnership of
Georgia, L.P. as of December 31, 1998 and 1997, and the results of its
operations and its cash flows for the years ended December 31, 1998 and 1997,
and for the period from February 22, 1996 (inception) to December 31, 1996, in
conformity with generally accepted accounting principles.
KPMG LLP
<PAGE>
RRC OPERATING PARTNERSHIP OF GEORGIA, L.P.
Balance Sheets
December 31, 1998 and 1997
1998 1997
---------- -----------
Assets
Cash restricted for tenants' security deposits $ 21,441 17,178
Property and buildings, at cost
Land 1,123,200 1,123,200
Buildings and improvements 4,426,662 4,399,773
---------- -----------
5,549,862 5,522,973
Less accumulated depreciation 319,124 206,224
---------- -----------
Net property and buildings 5,230,738 5,316,749
---------- -----------
Other assets:
Accounts receivable and other assets 33,782 51,375
Deferred leasing costs, less accumulated
amortization (note 5) 24,952 6,800
---------- -----------
Total other assets 58,734 58,175
---------- -----------
$ 5,310,913 5,392,102
========== ===========
Liabilities and Partners' Capital
Liabilities:
Notes payable (note 3) 3,484,916 3,484,916
Accounts payable and other liabilities 345,675 229,887
Tenants' security deposits 21,441 17,178
---------- ----------
Total liabilities 3,852,032 3,731,981
Partners' capital (note 2) 1,458,881 1,660,121
---------- -----------
$ 5,310,913 5,392,102
========== ===========
See accompanying notes to financial statements.
<PAGE>
RRC OPERATING PARTNERSHIP OF GEORGIA, L.P.
Statements of Operations
Years ended December 31, 1998 and 1997, and the period
from February 22, 1996 (inception) to December 31,
1996
1998 1997 1996
---------- ---------- ---------
Revenues:
Rental income (note 4) $ 684,980 682,922 565,040
Tenant reimbursements and other income 116,906 102,778 107,200
--------- --------- ----------
Total revenues 801,886 785,700 672,240
--------- --------- ----------
Expenses:
Depreciation and amortization 119,121 115,342 90,882
General and administrative (note 5) 110,560 126,252 95,210
Real estate taxes 65,857 59,823 51,653
Interest 219,297 276,652 257,540
--------- ---------- ---------
Total expenses 514,835 578,069 495,285
--------- --------- ----------
Net income $ 287,051 207,631 176,955
========== ========== =========
See accompanying notes to financial statements.
<PAGE>
RRC OPERATING PARTNERSHIP OF GEORGIA, L.P.
Statements of Partners' Capital
Years ended December 31, 1998 and 1997, and the period from
February 22, 1996 (inception) to December 31, 1996
Limited Regency
Partners Centers, L.P. Total
----------- ----------- ---------
Balance at February 22, 1996 (inception) $ -- -- --
Contribution of real estate 525,333 -- 525,333
Net cash contributions (distributions) (16,845) 102,467 85,622
Net income -- 176,955 176,955
----------- ----------- ---------
Balance at December 31, 1996 508,488 279,422 787,910
Net cash contributions (distributions) (48,467) 713,047 664,580
Net income -- 207,631 207,631
---------- ----------- ----------
Balance at December 31, 1997 460,021 1,200,100 1,660,121
Net cash contributions (distributions) (50,772) (437,519) (488,291)
Net income 287,051 287,051
---------- ----------- -----------
Balance at December 31, 1998 $ 409,249 1,049,632 1,458,881
========== ========== =========
See accompanying notes to financial statements.
<PAGE>
RRC OPERATING PARTNERSHIP OF GEORGIA, L.P.
Statements of Cash Flows
Years ended December 31, 1998 and 1997, and the period
from February 22, 1996 (inception) to December 31, 1996
1998 1997 1996
--------- --------- --------
Cash flows from operating activities:
Net income $ 287,051 207,631 176,955
Adjustments to reconcile net income to
net cash provided by operating activities:
Depreciation and amortization 119,121 115,342 90,882
Deferred leasing costs (24,373) (6,800) --
Changes in assets and liabilities
Accounts receivable and other assets 17,593 (1,969) (47,248)
Accounts payable and other liabilities 115,788 31,211 109,760
Cash restricted for tenants security
deposits (4,263) 1,223 (1,116)
Tenants' security deposits 4,263 (1,223) 1,116
---------- ----------- ---------
Net cash provided by
operating activities 515,180 345,415 330,349
--------- ---------- --------
Cash flows from investing activities -
additions to property and buildings (26,889) (58,174) (306,513)
---------- ---------- --------
Cash flows from financing activities:
Principal payments on notes payable (3,801,821) (109,458)
Borrowings on notes payable -- 2,850,000 --
Net cash contributions (distributions) (488,291) 664,580 85,622
--------- ---------- ---------
Net cash used in financing activities (488,291) (287,241) (23,836)
----------- ---------- ---------
Net change in cash -- -- --
Cash at beginning of year -- -- --
----------- ---------- ---------
Cash at end of year $ -- -- --
=========== ========== =========
Supplemental disclosure of cash flow
information:
Cash paid for interest 230,863 215,088 269,200
=========== ========== ========
See accompanying notes to financial statements.
<PAGE>
RRC OPERATING PARTNERSHIP OF GEORGIA, L.P.
Notes to Financial Statements
December 31, 1998, 1997 and 1996
(1) Summary of Significant Accounting Policies
(a) Partnership Structure
RRC Operating Partnership of Georgia, L.P. (the Partnership) was
formed on February 22, 1996 as a Georgia limited partnership for
the purpose of acquiring, leasing and operating Parkway Station
Shopping Center, a 94,290 square foot shopping center located in
Warner-Robins, Georgia. Parkway Station, which was constructed
during 1983, has a net cost, for federal income tax purposes, of
approximately $2.0 million at December 31, 1998.
The Partnership interest is held 16% by Regency Centers, L.P., a
Delaware partnership (RCLP), as general partner, and 84% by
various individuals (Limited Partners). The Partnership will
terminate on December 31, 2050 or earlier upon the occurrence of
certain events specified in the Partnership agreement.
(b) Method of Accounting
The accompanying financial statements were prepared on the accrual
basis of accounting. No provision for income taxes is made because
any liability for income taxes is that of the individual Partners
and not that of the Partnership.
(c) Use of 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.
(d) Property and Buildings
Property and building are recorded at cost. Major additions and
improvements to property and buildings are capitalized to the
property accounts, while replacements, maintenance, and repairs
which do not improve or extend the useful lives of the respective
assets are reflected in operations. Depreciation is computed using
the straight-line method over the estimated useful lives of the
property and buildings, which is 39 years for buildings and
improvements and the life of the lease term for tenant
improvements.
<PAGE>
RRC OPERATING PARTNERSHIP OF GEORGIA, L.P.
Notes to Financial Statements
December 31, 1998, 1997 and 1996
(e) Revenue Recognition
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. Contingent rentals
are included in income in the period earned.
(f) Deferred Costs
Deferred costs consist of costs associated with leasing the
property. Such costs are deferred and amortized using the
straight-line method over the terms of the respective leases.
(g) Cash and Cash Equivalents
For the purposes of the statement of cash flows, the Partnership
considers all instruments with a maturity of 90 days or less at
purchase to be cash equivalents.
(h) Impairment of Long-Lived Assets
The Partnership follows the provisions of Statement of Financial
Accounting Standards No. 121, "Accounting for the Impairment of
Long-Lived Assets and Long-Lived Assets to be Disposed Of." This
Statement requires that long-lived assets be reviewed for
impairment whenever events or changes in circumstances indicate
that the carrying amount of an asset may not be recoverable.
Recoverability of assets to be held and used is measured by
comparison of the carrying amount of an asset to future net cash
flows expected to be generated by the asset. If such assets are
considered to be impaired, the impairment to be recognized is
measured by the amount by which the carrying amounts of the assets
exceed their fair value.
(2) Partners' Capital
The Partnership Agreement provides, among other provisions, that (1) 100%
of the net income shall be allocated to RCLP, (2) RCLP has complete
discretion as to the operations of Parkway Station Shopping Center, and
to its ultimate disposal, and (3) the Limited Partners receive
distributions in an amount equal to the dividends paid to RCLP's parent
company's (Regency Realty Corporation) stockholders.
(3) Notes Payable
The Partnership has two notes payable to RCLP, which total $3,484,916 at
December 31, 1998 and 1997. The notes provide for payment of interest
only annually at 6.73%, and are due in full August 28, 2012.
<PAGE>
RRC OPERATING PARTNERSHIP OF GEORGIA, L.P.
Notes to Financial Statements
December 31, 1998, 1997 and 1996
(4) Leases
The Partnership has various tenant leases with terms that expire through
2003. Future minimum rental payments under noncancelable operating leases
as of December 31, 1998, including renewed terms and new tenants, are as
follows:
Year ending December 31, Amount
1999 $ 645,195
2000 622,897
2001 464,993
2002 194,447
2003 11,616
-------------
$ 1,939,148
=============
Most tenants are responsible for payment or reimbursement of their
proportionate share of taxes, insurance, and common area expenses.
During each of 1998 and 1997, one tenant, Kroger Supermarkets, paid base
rent totaling $286,624 and $264,576, respectively, which exceeded 10% of
the total minimum rent earned by the Partnership.
(5) Related Party Transactions
The Partnership paid fees for property management to RCLP of
$31,294, $30,872 and $26,127 for the periods ended December 31, 1998,
1997 and 1996, respectively.
The Partnership paid tenant lease commissions to RCLP of $24,373 and
$6,800 for the years ended December 31, 1998 and 1997. No leasing
commissions were paid during 1996. Such payments have been recorded as
deferred leasing costs in the accompanying balance sheets.
<PAGE>
Exhibit 23
Independent Auditors' Consent
The Board of Directors
Regency Realty Corporation:
We consent to incorporation by reference in the registration statement (No.
333-63723) on Form S-4 of Regency Centers, L.P., of our report dated February
28, 1999, relating to the balance sheets of RRC Operating Partnership of
Georgia, L.P. as of December 31, 1998 and 1997, and the related statements of
operations, partners' capital, and cash flows for the years ended December 31,
1998 and 1997, and for the period from February 22, 1996 (inception) to December
31, 1996, which report appears in the December 31, 1998, annual report on Form
10-K of RRC Operating Partnership of Georgia, L.P.
KPMG LLP
Jacksonville, Florida
March 12, 1999
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY INFORMATION EXTRACTED FROM RRC OPERATING
PARTNERSHIP OF GEORGIA, L.P.'S ANNUAL REPORT FOR THE YEAR ENDED 12/31/98
</LEGEND>
<CIK> 0001066253
<NAME> RRC OPERATING PARTNERSHIP OF GEORGIA, L.P.
<MULTIPLIER> 1
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-END> DEC-31-1998
<CASH> 21,441
<SECURITIES> 0
<RECEIVABLES> 33,782
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 5,549,862
<DEPRECIATION> 319,124
<TOTAL-ASSETS> 5,310,913
<CURRENT-LIABILITIES> 0
<BONDS> 0
0
0
<COMMON> 0
<OTHER-SE> 1,458,881
<TOTAL-LIABILITY-AND-EQUITY> 5,310,913
<SALES> 0
<TOTAL-REVENUES> 801,886
<CGS> 0
<TOTAL-COSTS> 65,827
<OTHER-EXPENSES> 119,121
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 219,297
<INCOME-PRETAX> 287,051
<INCOME-TAX> 0
<INCOME-CONTINUING> 287,051
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 287,051
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</TABLE>
