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 March 31, 2000
-or-
[ ]Transition Report Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
For the transition period from ________ to ________
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
March 31, 2000 and December 31, 1999
(unaudited)
<TABLE>
<CAPTION>
2000 1999
---- ----
<S> <C> <C>
Assets
Cash restricted for tenants' security deposits $ 15,752 15,752
Property and buildings, at cost
Land 1,123,200 1,123,200
Buildings and improvements 4,508,549 4,499,920
--------------- ----------------
5,631,749 5,623,120
Less: accumulated depreciation 466,288 437,015
--------------- ----------------
Net property and buildings 5,165,461 5,186,105
--------------- ----------------
Other assets:
Accounts receivable and other assets 35,516 47,816
Deferred leasing costs, less accumulated
amortization 16,942 17,171
--------------- ----------------
Total other assets 52,458 64,987
--------------- ----------------
$ 5,233,671 5,266,844
=============== ================
Liabilities and Partners' Capital
Liabilities:
Notes payable 3,484,916 3,484,916
Accounts payable and other liabilities 648,765 572,480
Tenants' security and escrow deposits 15,752 15,752
--------------- ----------------
Total liabilities 4,149,433 4,073,148
Partners' capital 1,084,238 1,193,696
--------------- ----------------
$ 5,233,671 5,266,844
=============== ================
</TABLE>
See accompanying notes to financial statements
<PAGE>
RRC OPERATING PARTNERSHIP OF GEORGIA, L.P.
Statements of Operations
For the Three Months ended March 31, 2000 and 1999
(unaudited)
<TABLE>
<CAPTION>
2000 1999
---- ----
<S> <C> <C>
Revenues:
Rental income $ 150,620 174,005
Tenant reimbursements and other income 27,366 33,909
--------------- ----------------
Total revenues 177,986 207,914
--------------- ----------------
Expenses:
Depreciation and amortization 31,284 30,476
Operating and maintenance 26,472 30,129
Real estate taxes 16,383 15,471
Interest 59,902 55,364
--------------- ----------------
Total expenses 134,041 131,440
--------------- ----------------
Net income $ 43,945 76,474
=============== ================
</TABLE>
See accompanying notes to financial statements
<PAGE>
RRC OPERATING PARTNERSHIP OF GEORGIA, L.P.
Statements of Partners' Capital
For the Three Months ended March 31, 2000
(unaudited)
<TABLE>
<CAPTION>
Limited Regency
Partner Centers, L.P. Total
-------- ------------- -----
<S> <C> <C> <C>
Balance at December 31, 1999 $ 356,169 837,527 1,193,696
Net cash (distributions) (13,847) (139,556) (153,403)
Net income - 43,945 43,945
---------------- ---------------- ----------------
Balance at March 31, 2000 $ 342,322 741,916 1,084,238
================ ================ ================
</TABLE>
See accompanying notes to financial statements
<PAGE>
RRC OPERATING PARTNERSHIP OF GEORGIA, L.P.
Statements of Cash Flows
For the Three Months ended March 31, 2000 and 1999
(unaudited)
<TABLE>
<CAPTION>
2000 1999
---- ----
<S> <C> <C>
Cash flows form operating activities:
Net income $ 43,945 76,474
Adjustments to reconcile net income to net cash
provided by operating activities:
Depreciation and amortization 31,284 30,476
Changes in asset and liabilities:
Accounts receivable and other assets 12,300 12,425
Deferred leasing costs (1,782) (803)
Accounts payable and other liabilities 76,285 207,632
--------------- ----------------
Net cash provided by operating activities 162,032 326,204
--------------- ----------------
Cash flows from investing activites - additions to
property and buildings (8,629) (72,259)
--------------- ----------------
Cash flows from financing activities - net cash
distributions to partners (153,403) (253,945)
--------------- ----------------
Net change in cash - -
Cash at beginning of year - -
--------------- ----------------
Cash at end of year $ - -
=============== ================
</TABLE>
<PAGE>
RRC OPERATING PARTNERSHIP OF GEORGIA, L.P.
Notes to Financial Statements
March 31, 2000
(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 the limited partner.
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, 1999 Form 10-K filed with the Securities and Exchange
Commission.
(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 partner receives
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
March 31, 2000 and December 31, 1999. The notes provide for payment of
interest only annually at 6.73%, and are due in full August 28, 2012.
<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
Financial Statements and Notes thereto of RRC Operating Partnership of Georgia,
L.P. appearing elsewhere within.
Organization
The Partnership interest is held 16% by RCLP, as general partner, and 84% by one
limited partner. 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.
Results from Operations
Comparison of the Three Months ended March 31, 2000 to 1999
Rental income decreased $23,385 or 13% to $150,620 for the first three months in
2000. The property is currently 85% leased compared to 95% leased at March 31,
1999. Tenant reimbursements and other income decreased $6,543 due to the
decrease in leased space. Total expenses increased $2,601 or 2% to $134,041 in
2000 due to an increase in interest expense. Net income was $43,945 for the
first three months in 2000 vs. $76,474 for the first three months in 1999, a
$32,529 or 43% decrease for the reasons previously described.
Inflation
Inflation has remained relatively low during 2000 and 1999 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.
Year 2000 System Compliance
The general accounting and property management of the Partnership are handled by
RCLP's systems and applications. 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. RCLP'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 3a. 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: May 11, 2000 RRC OPERATING PARTNERSHIP OF GEORGIA, L.P.
By: Regency Centers, LP., general partner
By:/s/ J. Christian Leavitt
Senior 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 QUARTER ENDED 3/31/00
</LEGEND>
<CIK> 0001066253
<NAME> RRC OPERATING PARTNERSHIP OF GA
<MULTIPLIER> 1
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-2000
<PERIOD-END> MAR-31-2000
<CASH> 15,752
<SECURITIES> 0
<RECEIVABLES> 35,516
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 5,631,749
<DEPRECIATION> 466,288
<TOTAL-ASSETS> 5,233,671
<CURRENT-LIABILITIES> 0
<BONDS> 0
0
0
<COMMON> 0
<OTHER-SE> 1,084,238
<TOTAL-LIABILITY-AND-EQUITY> 5,233,671
<SALES> 0
<TOTAL-REVENUES> 177,986
<CGS> 0
<TOTAL-COSTS> 42,855
<OTHER-EXPENSES> 31,284
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 59,902
<INCOME-PRETAX> 43,945
<INCOME-TAX> 0
<INCOME-CONTINUING> 43,945
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 43,945
<EPS-BASIC> 0.00
<EPS-DILUTED> 0.00
</TABLE>
