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 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 (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 (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 approximate 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.,
which is the general partner of RRC Operating Partnership of Georgia, 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
Form 10-K
Item
No.
Report Page
PART I
1. Business..............................................................1
2. Properties............................................................1
3. Legal Proceedings.....................................................2
4. Submission of Matters to a Vote of Security Holders...................2
PART II
5. Market for the Registrant's Common Equity and Related
Shareholder Matters...................................................2
6. Selected Consolidated Financial Data..................................3
7. Management's Discussion and Analysis of Financial Condition
and Results of Operations.............................................4
7a. Quantitative and Qualitative Disclosures About Market Risk............5
8. Consolidated Financial Statements and Supplementary Data..............5
9. Changes in and Disagreements with Accountants on Accounting
and Financial Disclosure..............................................5
PART III
10. Directors and Executive Officers of the Registrant....................6
11. Executive Compensation................................................6
12. Security Ownership of Certain Beneficial Owners
and Management........................................................6
13. Certain Relationships and Related Transactions........................7
PART IV
14. Exhibits, Financial Statements, Schedules and Reports on
Form 8-K..............................................................7
<PAGE>
PART I
Item 1. Business
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. Regency Centers, L.P.
("RCLP") is the general partner of the Partnership and holds a 16% interest in
the Partnership. The remaining 84% is held by the limited partner. Regency
Realty Corporation ("Regency") is the general partner of RCLP and acquires,
owns, develops and manages neighborhood shopping centers in targeted markets.
Regency, a Florida corporation organized in 1993, commenced operations as a real
estate investment trust 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 RCLP, a 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, as
general partner of RCLP, fully controls the operating decisions and activities
of RCLP, and accordingly, the operating decisions and activities of the
Partnership.
Item 2. Properties
The principal tenant of Parkway Station Shopping Center is Kroger Supermarkets
which is 45% of the gross leasable area.
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 of
Lease Total Rent Total
Expiration Expiring Partnership Expiring Minimum
Year GLA GLA Leases Rent (2)
---- --- --- ------ --------
(1) 12,720 13.5% 85,360 14.2%
2000 8,550 9.1% 82,331 13.7%
2001 4,180 4.4% 48,825 8.1%
2002 50,895 54.0% 353,500 58.7%
2003 3,800 4.0% 32,300 5.4%
----------- ------ ------- ------- -----
10 Yr Total 80,145 85.0% 602,316 100%
----------- ------ ------- ------- -----
(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 Item 7, Management's Discussion and Analysis for further information about
the Partnership's shopping center.
<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 Agreement of Limited
Partnership (the "Partnership Agreement"). As of December 31, 1999, RCLP was the
only general partner, and there was one limited partner of record, 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 RCLP became the general partner
of the Partnership. Each outstanding Unit held by the limited partner may be
exchangeable 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 Cash Flow (as defined in the Partnership Agreement) to the
limited partner, 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 Cash Flow 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 the limited partner has been declared and paid at the
same rate as the Regency cash dividends since RCLP is the general partner of the
Partnership.
<TABLE>
<CAPTION>
1999 1998
----------------------------------- -------------------------------
Cash Cash
High Low Dividends High Low Dividends
Price Price Declared Price Price Declared
----- ----- -------- ----- ----- --------
<S> <C> <C> <C> <C> <C> <C>
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
</TABLE>
The Partnership intends to pay regular quarterly distributions to the limited
partner 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.
<PAGE>
Item 6. Selected Consolidated Financial Data
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:
Total rental revenues $ 774,108 801,886 785,700 672,240 -
---------- ---------- --------- -------- -------
Operating expenses:
Operating, maintenance and
real estate taxes 181,209 176,417 186,075 146,863 -
Depreciation and amortization 131,765 119,121 115,342 90,882 -
---------- ---------- --------- -------- -------
Total operating expenses 312,974 295,538 301,417 237,745 -
---------- ---------- --------- -------- -------
Interest expense, net of interest income 226,805 219,297 276,652 257,540 -
---------- ---------- --------- --------- -------
Net income $ 234,329 287,051 207,631 176,955 -
========== ========== ========= ========= =======
Other Data:
Partnership owned gross leasable area 94,290 94,290 94,290 94,290 -
Balance Sheet Data:
Real estate investments at cost $ 5,623,120 5,549,862 5,522,973 5,464,798 -
Total assets 5,266,844 5,310,913 5,392,102 5,441,724 -
Total debt 3,484,916 3,484,916 3,484,916 4,436,738 -
Partners' capital 1,193,696 1,458,881 1,660,121 787,910 -
</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
Financial Statements and Notes thereto of RRC Operating Partnership of Georgia,
L.P. appearing elsewhere in this Form 10-K as of December 31, 1999.
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.
The Partnership expects that cash provided by operating activities and from RCLP
are adequate to meet liquidity requirements.
Results from Operations
Comparison 1999 to 1998
Rental income decreased $32,808 or 4.8% to $652,172 in 1999 since the property
is currently 85% leased vs. 95% leased at December 31, 1998 because of a 8,600
sf tenant move-out. Tenant reimbursements and other income increased $5,030 due
to a full service lease for one of the tenants. Total expenses increased $24,944
or 4.8% to $539,779 in 1999 due to increases in repairs and maintenance related
to the restriping of the parking lot. Net income was $234,329 in 1999 vs.
$287,051 in 1998, a $52,722 or 18.4% decrease for the reasons previously
described.
Comparison 1998 to 1997
Rental income increased $2,058 or 0.3% to $684,980 in 1998. Tenant
reimbursements and other income increased $14,128 due to a full service lease
for one of the tenants. Total expenses decreased $63,234 or 10.9% to $514,835 in
1998 due to a decrease in interest expense resulting from a lower rate of
interest in 1998. Net income was $287,051 in 1998 vs. $207,631 in 1997, a
$79,420 or 38.2% increase 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.
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.
<PAGE>
Item 7a. 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.
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 RCLP, its general partner, which in turn is
managed by RCLP's general partner, Regency. 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 Regency
(Age) Principal Occupations During the Past Five Years
Martin E. Stein, Jr. Chairman, Chief Executive Officer, and Director of
(age 47) Regency since its initial public offering in
October 1993; previously President of Regency's
predecessor real estate division since 1976.
MaryLou Fiala President and Chief Operating Officer since
(Age 48) January, 1999 and Director of Regency 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
(age 52) Regency since its initial public offering in
October 1993, and Executive Vice President
of Regency's predecessor real estate division
since 1979.
Item 11. Executive Compensation
The Partnership is managed by RCLP, its general partner, which in turn is
managed by RCLP's general partner, Regency. 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>
Item 12. Security Ownership of Certain Beneficial Owner and Management
The limited partner of the Partnership has no right to appoint or remove the
general partner. The general partner is Regency Centers, L.P., 121 West Forsyth
Street, Jacksonville, Florida 32202.
The Partnership has no directors or executive officers and is managed by RCLP as
the general partner of the Partnership. No director or executive officer of
Regency, as general partner of RCLP, personally owns any Units of the
Partnership as of March 27, 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 RCLP, its general partner, which in turn is
managed by its general partner, Regency. 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.
PART IV
Item 14. Exhibits, Financial Statements, Schedules and Reports on Form 8-K
(a) Financial Statements and Financial Statement Schedules:
The financial statements together with the report of KPMG LLP dated March 17,
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:
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.
RRC OPERATING PARTNERSHIP
OF GEORGIA, L.P.
By: REGENCY CENTERS, L.P., 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
<PAGE>
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>
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, 1999 and 1998, and the related statements of
operations, partners' capital, and cash flows for each of the years in the three
period ended December 31, 1999. 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, 1999 and 1998, and the results of its
operations and its cash flows for each of the years in the three period ended
December 31, 1999, in conformity with generally accepted accounting principles.
KPMG LLP
Jacksonville, Florida
March 17, 2000
<PAGE>
RRC OPERATING PARTNERSHIP OF GEORGIA, L.P.
Balance Sheets
December 31, 1999 and 1998
<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 4,499,920 4,426,662
--------------- ----------------
5,623,120 5,549,862
Less: accumulated depreciation 437,015 319,124
--------------- ----------------
Net property and buildings 5,186,105 5,230,738
--------------- ----------------
Other assets:
Accounts receivable and other assets 47,816 33,782
Deferred leasing costs, less accumulated
amortization 17,171 24,952
--------------- ----------------
Total other assets 64,987 58,734
--------------- ----------------
$ 5,266,844 5,310,913
=============== ================
Liabilities and Partners' Capital
Liabilities:
Notes payable 3,484,916 3,484,916
Accounts payable and other liabilities 572,480 345,675
Tenants' security and escrow deposits 15,752 21,441
--------------- ----------------
Total liabilities 4,073,148 3,852,032
Partners' capital 1,193,696 1,458,881
--------------- ----------------
$ 5,266,844 5,310,913
=============== ================
</TABLE>
See accompanying notes to financial statements
<PAGE>
RRC OPERATING PARTNERSHIP OF GEORGIA, L.P.
Statements of Operations
For the Years ended December 31, 1999, 1998, and 1997
<TABLE>
<CAPTION>
1999 1998 1997
------ ------ ------
<S> <C> <C> <C>
Revenues:
Rental income $ 652,172 684,980 682,922
Tenant reimbursements and other income 121,936 116,906 102,778
---------------- ---------------- ----------------
Total revenues 774,108 801,886 785,700
---------------- ---------------- ----------------
Expenses:
Depreciation and amortization 131,765 119,121 115,342
Operating and maintenance 114,796 110,560 126,252
Real estate taxes 66,413 65,857 59,823
Interest 226,805 219,297 276,652
---------------- ---------------- ----------------
Total expenses 539,779 514,835 578,069
---------------- ---------------- ----------------
Net income $ 234,329 287,051 207,631
================ ================ ================
</TABLE>
See accompanying notes to financial statements
<PAGE>
RRC OPERATING PARTNERSHIP OF GEORGIA, L.P.
Statements of Partners' Capital
For the Years ended December 31, 1999, 1998, and 1997
<TABLE>
<CAPTION>
Limited Regency
Partner Centers, L.P. Total
---------- --------------- -------
<S> <C> <C> <C>
Balance at December 31, 1996 $ 508,488 279,422 787,910
Net cash (distributions) contributions (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 (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
Net cash (distributions) (53,080) (446,434) (499,514)
Net income - 234,329 234,329
---------------- ---------------- ----------------
Balance at December 31, 1999 $ 356,169 837,527 1,193,696
================ ================ ================
</TABLE>
See accompanying notes to financial statements
<PAGE>
RRC OPERATING PARTNERSHIP OF GEORGIA, L.P.
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 form operating activities:
Net income $ 234,329 287,051 207,631
Adjustments to reconcile net income to net cash
provided by operating activities:
Depreciation and amortization 131,765 119,121 115,342
Deferred leasing costs (6,093) (24,373) (6,800)
Changes in asset and liabilities:
Accounts receivable and other assets (14,034) 17,593 (1,969)
Accounts payable and other liabilities 226,805 115,788 31,211
Cash restricted for tenants' security deposits 5,689 (4,263) 1,223
Tenants' security deposits (5,689) 4,263 (1,223)
---------------- ---------------- ----------------
Net cash provided by operating activities 572,772 515,180 345,415
---------------- ---------------- ----------------
Cash flows from investing activites - additions to
property and buildings (73,258) (26,889) (58,174)
---------------- ---------------- ----------------
Cash flows from financing activities:
Principal payments on notes payable - - (3,801,821)
Borrowings on notes payable - - 2,850,000
Net cash (distributions) contributions (499,514) (488,291) 664,580
---------------- ---------------- ----------------
Net cash used in financing activities (499,514) (488,291) (287,241)
---------------- ---------------- ----------------
Net change in cash - - -
Cash at beginning of year - - -
---------------- ---------------- ----------------
Cash at end of year $ - - -
================ ================ ================
Supplemental disclosure of cash flow information:
Cash paid for interest 226,805 230,863 269,200
================ ================ ================
</TABLE>
See accompanying notes to financial statements
<PAGE>
RRC OPERATING PARTNERSHIP OF GEORGIA, L.P.
Notes to Financial Statements
December 31, 1999
(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, 1999.
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.
(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.
The Partnership reviews its property and building for impairment
whenever events or changes in circumstances indicate that the
carrying amount of an asset may not be recoverable.
<PAGE>
RRC OPERATING PARTNERSHIP OF GEORGIA, L.P.
Notes to Financial Statements
December 31, 1999
(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.
(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
December 31, 1999 and 1998. 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, 1999
(4) Leases
The Partnership has various tenant leases with terms that expire through
2004. Future minimum rental payments under noncancelable operating leases
as of December 31, 1999, including renewed terms and new tenants, are as
follows:
Year ending December 31, Amount
2000 $ 561,248
2001 442,677
2002 172,858
2003 42,890
2004 34,017
Thereafter 35,023
-------------
$ 1,288,713
=============
Most tenants are responsible for payment or reimbursement of their
proportionate share of taxes, insurance, and common area expenses.
During each of 1999, 1998 and 1997, one tenant, Kroger Supermarkets, paid
base rent totaling $264,576, $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 $30,101,
$31,294 and $30,872 for the periods ended December 31, 1999, 1998 and
1997, respectively.
The Partnership paid leasing commissions to RCLP of $6,093, $24,373 and
$6,800 for the years ended December 31, 1999, 1998 and 1997. Such
payments have been recorded as deferred leasing costs in the accompanying
balance sheets.
<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 DECEMBER 31, 1999
</LEGEND>
<CIK> 0001066253
<NAME> RRC OPERATING PART GEORGIA, L.P.
<MULTIPLIER> 1
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-END> DEC-31-1999
<CASH> 15,752
<SECURITIES> 0
<RECEIVABLES> 47,816
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 5,623,121
<DEPRECIATION> 437,015
<TOTAL-ASSETS> 5,266,844
<CURRENT-LIABILITIES> 0
<BONDS> 0
0
0
<COMMON> 0
<OTHER-SE> 1,193,696
<TOTAL-LIABILITY-AND-EQUITY> 5,266,844
<SALES> 0
<TOTAL-REVENUES> 774,108
<CGS> 0
<TOTAL-COSTS> 181,209
<OTHER-EXPENSES> 131,765
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 226,805
<INCOME-PRETAX> 234,329
<INCOME-TAX> 0
<INCOME-CONTINUING> 234,329
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 234,329
<EPS-BASIC> 0.00
<EPS-DILUTED> 0.00
</TABLE>
