United States
SECURITIES AND EXCHANGE COMMISSION
Washington DC 20549
FORM 10-Q
(Mark One)
[X] Quarterly Report Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
For the quarterly period ended June 30, 1999
-or-
[ ]Transition Report Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
For the transition period from ________ to ________
Commission File Number 333-63723-07
RRC OPERATING PARTNERSHIP OF GEORGIA, L.P.
(Exact name of registrant as specified in its charter)
Georgia 59-33363127
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
121 West Forsyth Street, Suite 200
Jacksonville, Florida 32202
(Address of principal executive offices) (Zip Code)
(904) 356-7000
(Registrant's telephone number, including area code)
Unchanged
(Former name, former address and former fiscal year,
if changed since last report)
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes [X] No[ ]
<PAGE>
RRC OPERATING PARTNERSHIP OF GEORGIA, L.P.
Balance Sheets
June 30, 1999 and December 31, 1998
(unaudited)
<TABLE>
<CAPTION>
1999 1998
<S> <C> <C>
---------------- ----------------
Assets
Cash restricted for tenants' security deposits $ 15,752 21,441
Property and buildings, at cost
Land 1,123,200 1,123,200
Buildings and improvements 4,499,921 4,426,662
---------------- ----------------
5,623,121 5,549,862
Less accumulated depreciation 376,441 319,124
---------------- ----------------
Net property and buildings 5,246,680 5,230,738
---------------- ----------------
Other assets:
Accounts receivable and other assets 33,599 33,782
Deferred leasing costs, less accumulated
amortization 21,907 24,952
---------------- ----------------
Total other assets 55,506 58,734
---------------- ----------------
$ 5,317,938 5,310,913
================ ================
Liabilities and Partners' Capital
Liabilities:
Notes payable (note 2) 3,484,916 3,484,916
Accounts payable and other liabilities 591,557 345,675
Tenants' security deposits 15,752 21,441
---------------- ----------------
Total liabilities 4,092,225 3,852,032
Partners' capital (note 3) 1,225,713 1,458,881
---------------- ----------------
$ 5,317,938 5,310,913
================ ================
</TABLE>
See accompanying notes to financial statements.
<PAGE>
RRC OPERATING PARTNERSHIP OF GEORGIA, L.P.
Statements of Operations
For the Three Months Ended June 30, 1999 and 1998
(unaudited)
<TABLE>
<CAPTION>
1999 1998
<S> <C> <C>
--------------- ----------------
Revenues:
Rental income $ 171,442 172,399
Tenant reimbursements and other income 26,651 26,635
--------------- ----------------
Total revenues 198,093 199,034
--------------- ----------------
Expenses:
Depreciation and amortization 30,869 29,757
General and administrative 36,320 26,237
Real estate taxes 15,141 15,141
Interest 56,237 54,824
--------------- ----------------
Total expenses 138,567 125,959
--------------- ----------------
Net income $ 59,526 73,075
=============== ================
</TABLE>
See accompanying notes to financial statements.
<PAGE>
RRC OPERATING PARTNERSHIP OF GEORGIA, L.P.
Statements of Operations
For the Six Months Ended June 30, 1999 and 1998
(unaudited)
<TABLE>
<CAPTION>
1999 1998
<S> <C> <C>
--------------- ----------------
Revenues:
Rental income $ 345,447 338,043
Tenant reimbursements and other income 60,560 57,425
--------------- ----------------
Total revenues 406,007 395,468
--------------- ----------------
Expenses:
Depreciation and amortization 61,345 58,730
General and administrative 66,449 49,068
Real estate taxes 30,612 30,612
Interest 111,601 109,648
--------------- ----------------
Total expenses 270,007 248,058
--------------- ----------------
Net income $ 136,000 147,410
=============== ================
</TABLE>
See accompanying notes to financial statements.
<PAGE>
RRC OPERATING PARTNERSHIP OF GEORGIA, L.P.
Statements of Cash Flows
For the Six Months ended June 30, 1999 and 1998
(unaudited)
<TABLE>
<CAPTION>
1999 1998
<S> <C> <C>
--------------- ----------------
Cash flows from operating activities -
Net income $ 136,000 147,410
Adjustments to reconcile net income to
net cash provided by operating activities:
Depreciation and amortization 61,345 58,730
Deferred leasing costs (983) (21,060)
Changes in assets and liabilities:
Accounts receivable and other assets 183 26,206
Accounts payable and other liabilities 245,882 142,802
Cash restricted for tenants security
deposits 5,689 (4,263)
Tenants' security deposits (5,689) 4,263
--------------- ----------------
Net cash provided by
operating activities 442,427 354,088
--------------- ----------------
Cash flows from investing activities -
additions to property and buildings (73,259) (9,505)
--------------- ----------------
Cash flows from financing activities -
net contributions (distributions) (369,168) (344,583)
--------------- ----------------
Net cash used in financing activities (369,168) (344,583)
--------------- ----------------
Net change in cash -- --
Cash at beginning of year -- --
--------------- ----------------
Cash at end of year $ -- --
=============== ================
</TABLE>
See accompanying notes to financial statements.
<PAGE>
RRC OPERATING PARTNERSHIP OF GEORGIA, L.P.
Notes to Financial Statements
June 30, 1999
(unaudited)
1. Organization and Principles of Consolidation
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.
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.
The Financial Statements reflect all adjustments which are of a normal
recurring nature, and in the opinion of management, are necessary to
properly state the results of operations and financial position.
Certain information and footnote disclosures normally included in
financial statements prepared in accordance with generally accepted
accounting principles have been condensed or omitted, although
management believes that the disclosures are adequate to make the
information presented not misleading. The Financial Statements should
be read in conjunction with the financial statements and notes thereto
included in the Partnership's December 31, 1998 Form 10-K filed with
the Securities and Exchange Commission.
2. Notes Payable and Unsecured Line of Credit
The Partnership has two notes payable to RCLP, which total $3,484,916
at June 30, 1999 and December 31, 1998. The notes provide for payment
of interest only annually at 6.73%, and are due in full August 28,
2012.
3. 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.
<PAGE>
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations
The following discussion should be read in conjunction with the accompanying
Financial Statements and Notes thereto of RRC Operating Partnership of Georgia,
L.P. (the "Partnership") appearing elsewhere in this Form 10-Q, and with the
Partnership's Form 10-K as of December 31, 1998.
Organization
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.
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.
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 and
recurring capital expenditures necessary to properly maintain the shopping
center.
Management expects to meet long-term liquidity requirements from excess cash
generated from operating activities or advances from RCLP, the general partner.
The Partnership expects that cash provided by operating activities and from RCLP
are adequate to meet liquidity requirements.
Results from Operations
Comparison of the Six Months Ended June 30, 1999 to 1998
Revenues increased $10,539 or 3% to $406,007 in 1999. Total expenses increased
$21,949 or 6% to $270,007 in 1999 due to increases in repairs and maintenance
related to the restriping of the parking lot. Net income was $136,000 in 1999
vs. $147,410 in 1998, a $11,410 or 8% decrease for the reasons previously
described.
Comparison of the Three Months Ended June 30, 1999 to 1998
Revenues for the three month periods ended June 30, 1999 and 1998 remained
constant. Total expenses increased $12,608 or 10% to $138,567 in 1999 due to
increases in repairs and maintenance as described above. Net income was $59,526
in 1999 vs. $73,075 in 1998, a $13,549 or 19% decrease for the reasons
previously described.
Inflation
Inflation has remained relatively low during 1999 and 1998 and has had a minimal
impact on the operating performance of the shopping center, 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
The general accounting and property management of the Partnership are handled by
RCLP's systems and applications. RCLP's management recognizes the potential
effect Year 2000 may have on the operations and, as a result, RCLP has
implemented a Year 2000 Compliance Project. The term "Year 2000 compliant" means
that the software, hardware, equipment, goods or systems utilized by, or
material to the physical operations, business operations, or financial reporting
of an entity will properly perform date sensitive functions before, during and
after the year 2000.
RCLP's Year 2000 Compliance Project includes an awareness phase, an assessment
phase, a renovation phase, and a testing phase of our data processing network,
accounting and property management systems, computer and operating systems,
software packages, and building management systems. The project also includes
surveying major tenants and financial institutions.
RCLP's computer hardware, operating systems, general accounting and property
management systems and principal desktop software applications are Year 2000
compliant as certified by the various vendors. They have tested, and remedied as
needed, the general accounting and property management information system, all
servers and their operating systems, all principal desktop software
applications, and 70% of the personal computers and PC operating systems. Based
on the test results, Management does not anticipate any Year 2000 problems that
will materially impact the Partnership's operations or operating results.
An assessment of RCLP's building management systems has been completed. This
assessment has resulted in the identification of certain lighting, telephone,
and voice mail systems that may not be Year 2000 compliant. These non-compliant
systems are in the process of being replaced. All such replacements will be
completed prior to September 30, 1999. It is expected that the additional costs
associated with these replacements will be less than $100,000.
RCLP has surveyed its major tenants, financial institutions, and utility
companies in order to determine the extent to which they are vulnerable to third
party Year 2000 failures. We have received responses from 100% of our principal
tenants and financial institutions and 98% of the utility companies that provide
service to our shopping centers. All parties have indicated that they are Year
2000 compliant or will be by September 30, 1999. However, there are no
assurances that these entities will not experience failures that might disrupt
the operations of RCLP.
RCLP believes the Year 2000 Compliance Project, summarized above, has adequately
addressed the Year 2000 risk. Certain events are beyond the control of
Management, primarily related to the readiness of customers and suppliers, and
can not be tested. Management believes this risk is mitigated by the fact that
the Partnership deals with numerous geographically disbursed customers and
suppliers. Any third party failures should be isolated and short term, however,
there can be no guarantee that the systems of unrelated entities will be
corrected on a timely basis and will not have an adverse effect on RCLP.
While RCLP does not expect major business interruptions as a result of the Year
2000 issue, they are currently developing a formal Year 2000 contingency plan,
which is expected to be in place by November 1999.
<PAGE>
Item 3. Quantitative and Qualitative Disclosures About Market Risk
Market Risk
The Partnership is not exposed to market risk since its only debt is fixed rate
and is not a party to market risk sensitive instruments, nor has it been a party
to market risk sensitive instruments during the reporting period or the
preceding fiscal year.
<PAGE>
PART II
Item 6. Exhibits and Reports on Form 8-K
Reports on Form 8-K
None
Item 27 Financial Data Schedule
<PAGE>
SIGNATURE
Pursuant to the requirements of the Securities and Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
Date: August 16, 1999 RRC OPERATING PARTNERSHIP OF GEORGIA, L.P.
By: Regency Centers, LP., general partner
By: /s/ J. Christian Leavitt
Vice President, Treasurer
and Secretary of Regency Realty Corporation,
general partner of Regency Centers, L.P.
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY INFORMATION EXTRACTED FROM RRC
OPERATING PARTNERSHIP OF GEORGIA L.P.'S REPORT FOR THE PERIOD
ENDED JUNE 30, 1999
</LEGEND>
<CIK> 0001066253
<NAME> RRC OPERATING PARTNERSHIP OF GEORGIA, L.P.
<MULTIPLIER> 1
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-END> JUN-30-1999
<CASH> 15,752
<SECURITIES> 0
<RECEIVABLES> 33,599
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 5,623,121
<DEPRECIATION> 376,441
<TOTAL-ASSETS> 5,317,938
<CURRENT-LIABILITIES> 0
<BONDS> 0
0
0
<COMMON> 0
<OTHER-SE> 1,225,713
<TOTAL-LIABILITY-AND-EQUITY> 5,317,938
<SALES> 0
<TOTAL-REVENUES> 406,007
<CGS> 0
<TOTAL-COSTS> 30,612
<OTHER-EXPENSES> 61,345
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 111,601
<INCOME-PRETAX> 136,000
<INCOME-TAX> 0
<INCOME-CONTINUING> 136,000
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 136,000
<EPS-BASIC> 0.00
<EPS-DILUTED> 0.00
</TABLE>
