SECURITIES AND EXCHANGE COMMISSION
UNITED STATES
Washington, DC 20549
FORM 8-K/A
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) June 6, 1997
REGENCY REALTY CORPORATION
(Exact name of registrant as specified in its charter)
Florida 1-12298 59-3191743
(State or other jurisdiction Commission (IRS Employer
of incorporation) File Number) Identification No.)
121 West Forsyth Street, Suite 200
Jacksonville, Florida 32202
(Address of principal executive offices) (Zip Code)
Registrant's telephone number including area code: (904)-356-7000
Not Applicable
(Former name or former address, if changed since last report)
<PAGE>
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
A. Financial Statements
(a) OAKLEY PLAZA
Audited Statement of Revenues and Certain Expenses for the year
ended December 31, 1996.
(b) MARINER'S VILLAGE SHOPPING CENTER
Audited Statement of Revenues and Certain Expenses for the year
ended December 31, 1996.
(c) CARMEL COMMONS SHOPPING CENTER
Audited Statement of Revenues and Certain Expenses for the year
ended December 31, 1996.
(d) MAINSTREET SQUARE SHOPPING CENTER
Audited Statement of Revenues and Certain Expenses for the year
ended December 31, 1996.
(e) EASTPORT PLAZA SHOPPING CENTER
Audited Statement of Revenues and Certain Expenses for the year
ended December 31, 1996.
(f) HYDE PARK PLAZA
Audited Statement of Revenues and Certain Expenses for the year
ended December 31, 1996.
B. Pro Forma Financial Information
(a) REGENCY REALTY CORPORATION
Pro Forma Consolidated Balance Sheet, June 30, 1997 (unaudited)
Pro Forma Consolidated Statements of Operations for the Six
Month Period ended June 30, 1997 and the Year ended December
31, 1996 (unaudited)
C. Exhibits
23. Consent of KPMG Peat Marwick LLP
<PAGE>
Independent Auditors' Report
The Board of Directors
Regency Realty Corporation:
We have audited the accompanying statement of revenues and certain expenses
(defined as being gross income less operating costs and expenses, exclusive of
expenses not directly related to the operation of the property) of Oakley Plaza
for the year ended December 31, 1996. This financial statement is the
responsibility of management. Our responsibility is to express an opinion on
this statement of revenues and certain expenses based on our audit.
We conducted our audit in accordance with generally accepted auditing standards.
Those standards require that we plan and perform the audit to obtain reasonable
assurance about whether the statement of revenues and certain expenses is free
of material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the statement of revenues and certain
expenses. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
presentation of the statement of revenues and certain expenses. We believe that
our audit provides a reasonable basis for our opinion.
The accompanying statement of revenues and certain expenses of Oakley Plaza was
prepared for the purposes of complying with the rules and regulations of the
Securities and Exchange Commission for inclusion in the Form 8-K of Regency
Realty Corporation and excludes material amounts, described in note 1 to the
statement of revenues and certain expenses, that would not be comparable to
those resulting from the proposed future operations of the property.
In our opinion, the statement of revenues and certain expenses referred to above
presents fairly, in all material respects, the revenues and certain expenses (as
defined above) of Oakley Plaza for the year ended December 31, 1996, in
conformity with generally accepted accounting principles.
KPMG Peat Marwick LLP
Certified Public Accountants
Jacksonville, Florida
June 13, 1997
<PAGE>
OAKLEY PLAZA
Statement of Revenues and Certain Expenses
For the year ended December 31, 1996
Real estate operation revenues:
Minimum rent $ 711,301
Recoveries from tenants 71,987
---------
Total revenues 783,288
---------
Real estate operation expenses:
Operating and maintenance 66,719
Management fees 23,319
Real estate taxes 65,057
General and administrative 16,202
---------
Total expenses 171,297
---------
Revenues in excess of certain expenses $ 611,991
=========
See accompanying notes to statement of revenues and certain expenses.
<PAGE>
OAKLEY PLAZA
Notes to Statement of Revenues and Certain Expenses
For the year ended December 31, 1996
1. Basis of Presentation
The statement of revenues and certain expenses relates to the operation of
a 117,110 square foot shopping center (the "Property") located in
Asheville, North Carolina.
The Property's financial statement is prepared on the accrual basis of
accounting in conformity with generally accepted accounting principles.
Subsequent to December 31, 1996, the Property was acquired by Regency
Realty Corporation (RRC) in a transaction accounted for as a purchase. All
operations of the Property will be included in the consolidated financial
statements of RRC beginning at the acquisition date.
The accompanying financial statement is not representative of the actual
operations for the period presented as certain expenses, which may not be
comparable to the expenses expected to be incurred by RRC in the proposed
future operation of the Property, have been excluded. RRC is not aware of
any material factors relating to the Property that would cause the
reported financial information not to be necessarily indicative of future
operating results. Costs not directly related to the operation of the
Property have been excluded, and consist of interest, depreciation,
professional fees, and various other non operating expenses.
2. Operating Leases
For the year ended December 31, 1996, the following tenants paid minimum
rent that exceeded 10% of the total minimum rent earned by the Property:
Western Auto $ 90,360
Bi-Lo, Inc. 209,590
---------
$ 299,950
=========
In addition, approximately $202,000 is included in minimum rent, which
records the effect of scheduled rent increases for one tenant, recognized
on a straight line basis over the total lease term.
<PAGE>
OAKLEY PLAZA
Notes to Statement of Revenues and Certain Expenses
For the year ended December 31, 1996
2. Operating Leases, continued
The Property is leased to tenants under operating leases with expiration
dates extending to the year 2008. Future minimum rent under noncancelable
operating leases as of December 31, 1996, excluding tenant reimbursements
of operating expenses and excluding additional contingent rentals based on
tenants' sales volume, are as follows:
Year ending December 31, Amount
1997 $ 837,980
1998 919,699
1999 857,120
2000 779,151
2001 786,015
<PAGE>
Independent Auditors' Report
The Board of Directors
Regency Realty Corporation:
We have audited the accompanying statement of revenues and certain expenses
(defined as being gross income less operating costs and expenses, exclusive of
expenses not directly related to the operation of the property) of Mariners
Village Shopping Center for the year ended December 31, 1996. This financial
statement is the responsibility of management. Our responsibility is to express
an opinion on this statement of revenues and certain expenses based on our
audit.
We conducted our audit in accordance with generally accepted auditing standards.
Those standards require that we plan and perform the audit to obtain reasonable
assurance about whether the statement of revenues and certain expenses is free
of material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the statement of revenues and certain
expenses. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
presentation of the statement of revenues and certain expenses. We believe that
our audit provides a reasonable basis for our opinion.
The accompanying statement of revenues and certain expenses of Mariners Village
Shopping Center was prepared for the purposes of complying with the rules and
regulations of the Securities and Exchange Commission for inclusion in the Form
8-K of Regency Realty Corporation and excludes material amounts, described in
note 1 to the statement of revenues and certain expenses, that would not be
comparable to those resulting from the proposed future operations of the
property.
In our opinion, the statement of revenues and certain expenses referred to above
presents fairly, in all material respects, the revenues and certain expenses (as
defined above) of Mariners Village Shopping Center for the year ended December
31, 1996, in conformity with generally accepted accounting principles.
KPMG Peat Marwick LLP
Certified Public Accountants
Jacksonville, Florida
June 9, 1997
<PAGE>
MARINERS VILLAGE SHOPPING CENTER
Statement of Revenues and Certain Expenses
For the year ended December 31, 1996
Real estate operation revenues:
Minimum rent $ 805,443
Percentage rent 27,456
Recoveries from tenants 162,403
---------
Total revenues 995,302
---------
Real estate operation expenses:
Operating and maintenance 194,531
Management fees 29,327
Real estate taxes 144,503
---------
Total expenses 368,361
---------
Revenues in excess of certain expenses $ 626,941
=========
See accompanying notes to statement of revenues and certain expenses.
<PAGE>
MARINERS VILLAGE SHOPPING CENTER
Notes to Statement of Revenues and Certain Expenses
For the year ended December 31, 1996
1. Basis of Presentation
The statement of revenues and certain expenses relates to the operation of
a 117,665 square foot shopping center (the "Property") located in Orlando,
Florida.
The Property's financial statement is prepared on the accrual basis of
accounting in conformity with generally accepted accounting principles.
Subsequent to December 31, 1996, the Property was acquired by Regency
Realty Corporation (RRC) in a transaction accounted for as a purchase. All
operations of the Property will be included in the consolidated financial
statements of RRC beginning at the acquisition date.
The accompanying financial statement is not representative of the actual
operations for the period presented as certain expenses, which may not be
comparable to the expenses expected to be incurred by RRC in the proposed
future operation of the Property, have been excluded. RRC is not aware of
any material factors relating to the Property that would cause the
reported financial information not to be necessarily indicative of future
operating results. Costs not directly related to the operation of the
Property have been excluded, and consist of interest, depreciation,
professional fees, and various other non operating expenses.
2. Operating Leases
For the year ended December 31, 1996, the following tenants paid minimum
rent that exceeded 10% of the total minimum rent earned by the Property:
Walgreens $ 104,000
Winn Dixie 294,851
----------
$ 398,851
<PAGE>
MARINERS VILLAGE SHOPPING CENTER
Notes to Statement of Revenues and Certain Expenses
For the year ended December 31, 1996
2. Operating Leases, continued
The Property is leased to tenants under operating leases with expiration
dates extending to the year 2026. Future minimum rent under noncancelable
operating leases as of December 31, 1996, excluding tenant reimbursements
of operating expenses and excluding additional contingent rentals based on
tenants' sales volume, are as follows:
Year ending December 31, Amount
1997 $ 932,636
1998 894,564
1999 835,215
2000 725,434
2001 584,742
<PAGE>
Independent Auditors' Report
The Board of Directors
Regency Realty Corporation:
We have audited the accompanying statement of revenues and certain expenses
(defined as being gross income less operating costs and expenses, exclusive of
expenses not directly related to the operation of the property) of Carmel
Commons Shopping Center for the year ended December 31, 1996. This financial
statement is the responsibility of management. Our responsibility is to express
an opinion on this statement of revenues and certain expenses based on our
audit.
We conducted our audit in accordance with generally accepted auditing standards.
Those standards require that we plan and perform the audit to obtain reasonable
assurance about whether the statement of revenues and certain expenses is free
of material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the statement of revenues and certain
expenses. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
presentation of the statement of revenues and certain expenses. We believe that
our audit provides a reasonable basis for our opinion.
The accompanying statement of revenues and certain expenses of Carmel Commons
Shopping Center was prepared for the purposes of complying with the rules and
regulations of the Securities and Exchange Commission for inclusion in the Form
8-K of Regency Realty Corporation and excludes material amounts, described in
note 1 to the statement of revenues and certain expenses, that would not be
comparable to those resulting from the proposed future operations of the
property.
In our opinion, the statement of revenues and certain expenses referred to above
presents fairly, in all material respects, the revenues and certain expenses (as
defined above) of Carmel Commons Shopping Center for the year ended December 31,
1996, in conformity with generally accepted accounting principles.
KPMG Peat Marwick LLP
Certified Public Accountants
Jacksonville, Florida
June 13, 1997
<PAGE>
CARMEL COMMONS SHOPPING CENTER
Statement of Revenues and Certain Expenses
For the year ended December 31, 1996
Real estate operation revenues:
Minimum rent $ 1,245,907
Percentage rent 44,854
Recoveries from tenants 262,997
-----------
Total revenues 1,553,758
-----------
Real estate operation expenses:
Operating and maintenance 159,862
Management fees 79,155
Real estate taxes 145,645
General and administrative 15,273
-----------
Total expenses 399,935
-----------
Revenues in excess of certain expenses $ 1,153,823
===========
See accompanying notes to statement of revenues and certain expenses.
<PAGE>
CARMEL COMMONS SHOPPING CENTER
Notes to Statement of Revenues and Certain Expenses
For the year ended December 31, 1996
1. Basis of Presentation
The statement of revenues and certain expenses relates to the operation of
a 132,647 square foot shopping center (the "Property") located in
Charlotte, North Carolina.
The Property's financial statement is prepared on the accrual basis of
accounting in conformity with generally accepted accounting principles.
Subsequent to December 31, 1996, the Property was acquired by Regency
Realty Corporation (RRC) in a transaction accounted for as a purchase. All
operations of the Property will be included in the consolidated financial
statements of RRC beginning at the acquisition date.
The accompanying financial statement is not representative of the actual
operations for the period presented as certain expenses, which may not be
comparable to the expenses expected to be incurred by RRC in the proposed
future operation of the Property, have been excluded. RRC is not aware of
any material factors relating to the Property that would cause the
reported financial information not to be necessarily indicative of future
operating results. Costs not directly related to the operation of the
Property have been excluded, and consist of interest, depreciation,
professional fees, and various other non operating expenses.
2. Operating Leases
For the year ended December 31, 1996, no tenants paid minimum rent that
exceeded 10% of the total minimum rent earned by the Property.
<PAGE>
CARMEL COMMONS SHOPPING CENTER
Notes to Statement of Revenues and Certain Expenses
For the year ended December 31, 1996
2. Operating Leases, continued
The Property is leased to tenants under operating leases with expiration
dates extending to the year 2010. Future minimum rent under noncancelable
operating leases as of December 31, 1996, excluding tenant reimbursements
of operating expenses and excluding additional contingent rentals based on
tenants' sales volume, are as follows:
Year ending December 31, Amount
1997 $ 1,267,048
1998 1,204,763
1999 1,026,774
2000 686,093
2001 544,921
<PAGE>
Independent Auditors' Report
The Board of Directors
Regency Realty Corporation:
We have audited the accompanying statement of revenues and certain expenses
(defined as being gross income less operating costs and expenses, exclusive of
expenses not directly related to the operation of the property) of Mainstreet
Square Shopping Center for the year ended December 31, 1996. This financial
statement is the responsibility of management. Our responsibility is to express
an opinion on this statement of revenues and certain expenses based on our
audit.
We conducted our audit in accordance with generally accepted auditing standards.
Those standards require that we plan and perform the audit to obtain reasonable
assurance about whether the statement of revenues and certain expenses is free
of material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the statement of revenues and certain
expenses. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
presentation of the statement of revenues and certain expenses. We believe that
our audit provides a reasonable basis for our opinion.
The accompanying statement of revenues and certain expenses of Mainstreet Square
Shopping Center was prepared for the purposes of complying with the rules and
regulations of the Securities and Exchange Commission for inclusion in the Form
8-K of Regency Realty Corporation and excludes material amounts, described in
note 1 to the statement of revenues and certain expenses, that would not be
comparable to those resulting from the proposed future operations of the
property.
In our opinion, the statement of revenues and certain expenses referred to above
presents fairly, in all material respects, the revenues and certain expenses (as
defined above) of Mainstreet Square Shopping Center for the year ended December
31, 1996, in conformity with generally accepted accounting principles.
KPMG Peat Marwick LLP
Certified Public Accountants
Jacksonville, Florida
June 11, 1997
<PAGE>
MAINSTREET SQUARE SHOPPING CENTER
Statement of Revenues and Certain Expenses
For the year ended December 31, 1996
Real estate operation revenues:
Minimum rent $ 671,802
Recoveries from tenants 116,756
---------
Total revenues 788,558
---------
Real estate operation expenses:
Operating and maintenance 144,763
Management fees 28,035
Real estate taxes 102,601
General and administrative 24,853
---------
Total expenses 300,252
---------
Revenues in excess of certain expenses $ 488,306
=========
See accompanying notes to statement of revenues and certain expenses.
<PAGE>
MAINSTREET SQUARE SHOPPING CENTER
Notes to Statement of Revenues and Certain Expenses
For the year ended December 31, 1996
1. Basis of Presentation
The statement of revenues and certain expenses relates to the operation of
a 107,159 square foot shopping center (the "Property") located in Orlando,
Florida.
The Property's financial statement is prepared on the accrual basis of
accounting in conformity with generally accepted accounting principles.
Subsequent to December 31, 1996, the Property was acquired by Regency
Realty Corporation (RRC) in a transaction accounted for as a purchase. All
operations of the Property will be included in the consolidated financial
statements of RRC beginning at the acquisition date.
The accompanying financial statement is not representative of the actual
operations for the period presented as certain expenses, which may not be
comparable to the expenses expected to be incurred by RRC in the proposed
future operation of the Property, have been excluded. RRC is not aware of
any material factors relating to the Property that would cause the
reported financial information not to be necessarily indicative of future
operating results. Costs not directly related to the operation of the
Property have been excluded, and consist of interest, depreciation,
professional fees, and various other non operating expenses.
2. Operating Leases
For the year ended December 31, 1996, the following tenants paid minimum
rent that exceeded 10% of the total minimum rent earned by the Property:
Walgreens $ 131,625
Winn Dixie 330,400
---------
$ 462,025
<PAGE>
MAINSTREET SQUARE SHOPPING CENTER
Notes to Statement of Revenues and Certain Expenses
For the year ended December 31, 1996
2. Operating Leases, continued
The Property is leased to tenants under operating leases with expiration
dates extending to the year 2008. Future minimum rent under noncancelable
operating leases as of December 31, 1996, excluding tenant reimbursements
of operating expenses and excluding additional contingent rentals based on
tenants' sales volume, are as follows:
Year ending December 31, Amount
1997 $ 705,353
1998 658,599
1999 643,678
2000 614,592
2001 563,215
<PAGE>
Independent Auditors' Report
The Board of Directors
Regency Realty Corporation:
We have audited the accompanying statement of revenues and certain expenses
(defined as being gross income less operating costs and expenses, exclusive of
expenses not directly related to the operation of the property) of Eastport
Plaza Shopping Center for the year ended December 31, 1996. This financial
statement is the responsibility of management. Our responsibility is to express
an opinion on this statement of revenues and certain expenses based on our
audit.
We conducted our audit in accordance with generally accepted auditing standards.
Those standards require that we plan and perform the audit to obtain reasonable
assurance about whether the statement of revenues and certain expenses is free
of material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the statement of revenues and certain
expenses. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
presentation of the statement of revenues and certain expenses. We believe that
our audit provides a reasonable basis for our opinion.
The accompanying statement of revenues and certain expenses of Eastport Plaza
Shopping Center was prepared for the purposes of complying with the rules and
regulations of the Securities and Exchange Commission for inclusion in the Form
8-K of Regency Realty Corporation and excludes material amounts, described in
note 1 to the statement of revenues and certain expenses, that would not be
comparable to those resulting from the proposed future operations of the
property.
In our opinion, the statement of revenues and certain expenses referred to above
presents fairly, in all material respects, the revenues and certain expenses (as
defined above) of Eastport Plaza Shopping Center for the year ended December 31,
1996, in conformity with generally accepted accounting principles.
KPMG Peat Marwick LLP
Certified Public Accountants
Jacksonville, Florida
June 11, 1997
<PAGE>
EASTPORT PLAZA SHOPPING CENTER
Statement of Revenues and Certain Expenses
For the year ended December 31, 1996
Real estate operation revenues:
Minimum rent $ 1,724,405
Recoveries from tenants 339,065
-----------
Total revenues 2,063,470
-----------
Real estate operation expenses:
Operating and maintenance 304,017
Management fees 66,335
Real estate taxes 204,514
General and administrative 39,080
----------
Total expenses 613,946
----------
Revenues in excess of certain expenses $ 1,449,524
===========
See accompanying notes to statement of revenues and certain expenses.
<PAGE>
EASTPORT PLAZA SHOPPING CENTER
Notes to Statement of Revenues and Certain Expenses
For the year ended December 31, 1996
1. Basis of Presentation
The statement of revenues and certain expenses relates to the operation of
a 232,270 square foot shopping center (the "Property") located in Port St.
Lucie, Florida.
The Property's financial statement is prepared on the accrual basis of
accounting in conformity with generally accepted accounting principles.
Subsequent to December 31, 1996, the Property was acquired by Regency
Realty Corporation (RRC) in a transaction accounted for as a purchase. All
operations of the Property will be included in the consolidated financial
statements of RRC beginning at the acquisition date.
The accompanying financial statement is not representative of the actual
operations for the period presented as certain expenses, which may not be
comparable to the expenses expected to be incurred by RRC in the proposed
future operation of the Property, have been excluded. RRC is not aware of
any material factors relating to the Property that would cause the
reported financial information not to be necessarily indicative of future
operating results. Costs not directly related to the operation of the
Property have been excluded, and consist of interest, depreciation,
professional fees, and various other non operating expenses.
2. Operating Leases
For the year ended December 31, 1996, the following tenants paid minimum
rent that exceeded 10% of the total minimum rent earned by the Property:
Publix $ 237,933
Sears Roebuck & Company 249,568
K-mart 453,678
---------
$ 941,179
<PAGE>
EASTPORT PLAZA SHOPPING CENTER
Notes to Statement of Revenues and Certain Expenses
For the year ended December 31, 1996
2. Operating Leases, continued
The Property is leased to tenants under operating leases with expiration
dates extending to the year 2016. Future minimum rent under noncancelable
operating leases as of December 31, 1996, excluding tenant reimbursements
of operating expenses and excluding additional contingent rentals based on
tenants' sales volume, are as follows:
Year ending December 31, Amount
1997 $ 1,751,729
1998 1,608,444
1999 1,528,828
2000 1,427,910
2001 1,190,250
<PAGE>
Independent Auditors' Report
The Board of Directors
Regency Realty Corporation:
We have audited the accompanying statement of revenues and certain expenses
(defined as being gross income less operating costs and expenses, exclusive of
expenses not directly related to the operation of the property) of Hyde Park
Plaza for the year ended December 31, 1996. This financial statement is the
responsibility of management. Our responsibility is to express an opinion on
this statement of revenues and certain expenses based on our audit.
We conducted our audit in accordance with generally accepted auditing standards.
Those standards require that we plan and perform the audit to obtain reasonable
assurance about whether the statement of revenues and certain expenses is free
of material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the statement of revenues and certain
expenses. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
presentation of the statement of revenues and certain expenses. We believe that
our audit provides a reasonable basis for our opinion.
The accompanying statement of revenues and certain expenses of Hyde Park Plaza
was prepared for the purposes of complying with the rules and regulations of the
Securities and Exchange Commission for inclusion in the Form 8-K of Regency
Realty Corporation and excludes material amounts, described in note 1 to the
statement of revenues and certain expenses, that would not be comparable to
those resulting from the proposed future operations of the property.
In our opinion, the statement of revenues and certain expenses referred to above
presents fairly, in all material respects, the revenues and certain expenses (as
defined above) of Hyde Park Plaza for the year ended December 31, 1996, in
conformity with generally accepted accounting principles.
KPMG Peat Marwick LLP
Certified Public Accountants
Jacksonville, Florida
June 20, 1997
<PAGE>
HYDE PARK PLAZA
Statement of Revenues and Certain Expenses
For the year ended December 31, 1996
Real estate operation revenues:
Minimum rent $ 3,956,819
Percentage rent 274,026
Recoveries from tenants 787,452
-------------
Total revenues 5,018,297
-------------
Real estate operation expenses:
Operating and maintenance 333,904
Management fees 168,256
Real estate taxes 615,138
General and administrative 27,766
-------------
Total expenses 1,145,064
-------------
Revenues in excess of certain expenses $ 3,873,233
=============
See accompanying notes to statement of revenues and certain expenses.
<PAGE>
HYDE PARK PLAZA
Notes to Statement of Revenues and Certain Expenses
For the year ended December 31, 1996
1. Basis of Presentation
The statement of revenues and certain expenses relates to the operation of
a 374,537 square foot shopping center (the "Property") located in
Cincinnati, Ohio.
The Property's financial statement is prepared on the accrual basis of
accounting in conformity with generally accepted accounting principles.
Subsequent to December 31, 1996, the Property was acquired by Regency
Realty Corporation (RRC) in a transaction accounted for as a purchase. All
operations of the Property will be included in the consolidated financial
statements of RRC beginning at the acquisition date.
The accompanying financial statement is not representative of the actual
operations for the period presented as certain expenses, which may not be
comparable to the expenses expected to be incurred by RRC in the proposed
future operation of the Property, have been excluded. RRC is not aware of
any material factors relating to the Property that would cause the
reported financial information not to be necessarily indicative of future
operating results. Costs not directly related to the operation of the
Property have been excluded, and consist of interest, depreciation,
professional fees, and various other non operating expenses.
2. Operating Leases
For the year ended December 31, 1996, Thriftway Inc. paid minimum rent of
$835,044, which exceeded 10% of the total minimum rent earned by the
Property.
The Property is leased to tenants under operating leases with expiration
dates extending to the year 2012. Future minimum rent under noncancelable
operating leases as of December 31, 1996, excluding tenant reimbursements
of operating expenses and excluding additional contingent rentals based on
tenants' sales volume, are as follows:
Year ending December 31, Amount
1997 $ 3,883,815
1998 3,893,620
1999 3,534,348
2000 2,963,250
2001 2,364,720
<PAGE>
Regency Realty Corporation
Pro Forma Consolidated Balance Sheet
June 30, 1997
(Unaudited)
The pro forma consolidated balance sheet is incorporated by reference to the
Company's Form 10-Q for the quarter ended June 30, 1997 filed on August 11,
1997. The acquisitions of Hyde Park Plaza, Oakley Plaza, Mariner's Village,
Carmel Commons, Mainstreet Square, and East Port Plaza (the Acquisition
Properties) had been completed as of that date, and are therefore included in
the Company's June 30, 1997 consolidated balance sheet. The Company's balance
sheet should be read in conjunction with the Company's annual report filed on
Form 10-K for the year ended December 31, 1996, and the pro forma consolidated
statements of operations of the Company and notes thereto included elsewhere
herein.
<PAGE>
The following unaudited pro forma consolidated statements of operations are
based upon the historical consolidated statements of operations for the six
month period ended June 30, 1997 and the year ended December 31, 1996 and are
presented as if the Company had acquired the Acquisition Properties as of
January 1, 1997 and 1996, respectively. The Regency Retail L.P. (RRLP) pro forma
statements for the year ended December 31, 1996 were filed on Form 8-K/A-2 dated
March 7, 1997 to reflect the acquisition of Branch Properties, L.P. and
Predecessor. These pro forma consolidated statements of operations should be
read in conjunction with the Company's 1996 Form 10-K, the pro forma
consolidated balance sheet of the Company, and the Statement of Revenues and
Certain Expenses of the Acquisition Properties and notes thereto included
elsewhere herein.
The unaudited pro forma consolidated statements of operations are not
necessarily indicative of what the actual results of the Company would have been
assuming the transactions had been completed as set forth above, nor does it
purport to represent the Company's results of operations in future periods.
For the Six Month Period Ended June 30, 1997
<TABLE>
<CAPTION>
Regency Regency
Realty Realty
Corporation Regency Acquisition Pro Forma Corporation
Historical Retail L.P. Properties Ajustments Pro Forma
<S> <C> <C> <C> <C> <C>
Real estate operating revenues: (a) (b)
Minimum rent $30,561 $3,596 3,063 0 37,220
Percentage rent 1,108 167 135 0 1,410
Recoveries from tenants 6,986 751 593 0 8,329
Other recoveries and income 0 0 0 0 0
Equity income of unconsolidated
partnerships 17 0 0 0 17
------------- --------------- ------------- ----------- -------------
38,672 4,514 3,791 0 46,976
------------- --------------- ------------- ----------- -------------
Real estate operating expenses:
Operating and maintenance 5,989 595 547 0 7,131
Real estate taxes 3,599 404 440 0 4,443
------------- --------------- ------------- ----------- -------------
9,588 999 987 0 11,574
------------- --------------- ------------- ----------- -------------
Net Property Revenues 29,084 3,514 2,804 0 35,403
Third party revenues:
Leasing, brokerage and development fees 2,731 735 0 0 3,466
Property management fees 957 325 0 0 1,281
------------- --------------- ------------- ----------- -------------
3,688 1,059 0 0 4,747
------------- --------------- ------------- ----------- -------------
Other expense (income):
General and administrative 5,216 683 0 0 5,899
Depreciation & amortization 7,075 972 0 1,057 (c) 9,104
Branch formation expenses 0 0 0 0 0
Interest expense 10,221 1,517 0 3,518 (d) 15,257
Interest income (453) (33) 0 0 (485)
------------- --------------- ------------- ----------- -------------
22,059 3,139 0 4,575 29,774
------------- --------------- ------------- ----------- -------------
Net income 10,712 1,435 2,804 (4,575) 10,376
Minority interest in consolidated
property partnerships (1,949) (313) 0 1,323 (e) (939)
============= =============== ============= =========== =============
Net income for common stockholders $8,764 $1,122 $2,804 ($3,252) $9,437
============= =============== ============= =========== =============
Earnings per share (note (f)):
Primary $0.60
=============
Fully diluted $0.56
=============
</TABLE>
<PAGE>
Regency Realty Corporation
Pro Forma Consolidated Statements of Operations
For the Six Month Period ended June 30, 1997 and the Year
ended December 31, 1996
(Unaudited)
In thousands, except share and per share data)
For the Year Ended December 31, 1996
<TABLE>
<CAPTION>
Regency Regency
Realty Realty
Corporation Regency Acquisition Pro Forma Corporation
Historical Retail L.P. Properties Adjustments Pro Forma
<S> <C> <C> <C> <C> <C>
Real estate operating revenues: (a) (b)
- -------------------------------
Minimum rent $34,706 $16,449 9,115 0 60,270
Percentage rent 998 150 346 0 1,494
Recoveries from tenants 7,729 3,254 1,740 0 12,723
Other recoveries and income 0 321 0 0 321
Equity income of unconsolidated
partnerships 70 0 0 0 70
--------------- ------------ ---------- ------------ -----------
43,503 20,174 11,201 0 74,878
--------------- ------------ ---------- ------------ -----------
Real estate operating expenses:
Operating and maintenance 7,656 7,608 1,721 0 16,985
Real estate taxes 4,409 1,596 1,279 0 7,284
--------------- ------------ ---------- ------------ -----------
12,065 9,204 3,000 0 24,269
--------------- ------------ ---------- ------------ -----------
Net Property Revenues 31,438 10,970 8,201 0 50,609
Third party revenues:
Leasing, brokerage and development fees 2,852 3,576 0 0 6,428
Property management fees 592 879 0 0 1,471
--------------- ------------ ---------- ------------ -----------
3,444 4,455 0 0 7,899
--------------- ------------ ---------- ------------ -----------
Other expense (income):
General and administrative 6,048 2,547 0 0 8,595
Depreciation & amortization 8,758 5,141 0 2,114 (c) 16,013
Branch formation expenses 0 108 0 0 108
Interest expense 10,777 5,222 0 7,037 (d) 23,036
Interest income (666) 0 0 0 (666)
--------------- ------------ ---------- ------------ -----------
24,917 13,018 0 9,151 47,086
--------------- ------------ ---------- ------------ -----------
Net income 9,965 2,407 8,201 (9,151) 11,422
Minority interest in consolidated
property partnerships 0 (1,780) 0 1,084 (e) (696)
Preferred stock dividends (58) 0 0 0 (58)
=============== ============ ========== ============ ===========
Net income for common stockholders $9,907 $627 $8,201 ($8,067) $10,668
=============== ============ ========== ============ ===========
Earnings per share (note (f)):
Primary $0.74
============
Fully diluted $0.72
============
</TABLE>
<PAGE>
Regency Realty Corporation
Notes to Pro Forma Consolidated Statements of Operations
For the Six Month Period ended June 30, 1997 and
the Year ended December 31, 1996
(Unaudited)
(In thousands, except share and per share data)
(a) Reflects results of operations for Regency Retail L.P. for the period
from January 1, 1997 to March 7, 1997 (acquisition date), and pro forma
results of operations as reflected in Form 8-K/A-2 dated March 7, 1997.
(b) Reflects revenues and certain expenses of the Acquisition Properties
for the period from January 1, 1997 to the respective acquisition date
of the property and for the year ended December 31, 1996.
For the period from January 1, 1997 to the Acquisition Date
<TABLE>
<CAPTION>
Property Acquisition Minimum Percentage Recoveries Operating & Real
Name Date Rent Rent from Tenants Maintenance Estate Taxes
---- -------------- ---------------- ---------------- ---------------- ---------------- ----------------
<S> <C> <C> <C> <C> <C> <C>
Hyde Park Plaza 06/06/97 $ 1,702 118 339 228 265
Oakley Plaza 03/14/97 142 0 14 21 13
Mariner's Village 03/25/97 185 6 37 52 33
Carmel Commons 03/28/97 297 11 63 61 35
Mainstreet Square 04/15/97 193 0 34 57 30
East Port Plaza 04/25/97 543 0 107 129 65
================ ================ ================ ================ ================
$ 3,063 135 593 547 440
================ ================ ================ ================ ================
</TABLE>
For the year ended December 31, 1996
<TABLE>
<CAPTION>
Property Minimum Percentage Recoveries Operating & Real
Name Rent Rent from Tenants Maintenance Estate Taxes
---------------- ---------------- ---------------- ---------------- ----------------
<S> <C> <C> <C> <C> <C>
Hyde Park Plaza $ 3,957 274 787 530 615
Oakley Plaza 711 0 72 106 65
Mariner's Village 805 27 162 224 145
Carmel Commons 1,246 45 263 254 146
Mainstreet Square 672 0 117 198 103
East Port Plaza 1,724 0 339 409 205
================ ================ ================ ================ ================
$ 9,115 346 1,740 1,721 1,279
================ ================ ================ ================ ================
</TABLE>
(c) Depreciation expense is based upon the costs allocated to the buildings
acquired with a useful life equal to forty years.
For the year ended December 31, 1996
<TABLE>
<CAPTION>
Property Building and Year Building Annual
Name Improvements Built/Renovated Useful Life Depreciation
---------------- ---------------- ---------------- ----------------
<S> <C> <C> <C> <C>
Hyde Park Plaza 33,734 1995 38 $ 888
Oakley Plaza 6,428 1988 31 207
Mariner's Village 5,979 1986 29 206
Carmel Commons 9,335 1979 22 424
Mainstreet Square 4,581 1988 31 148
East Port Plaza 8,179 1991 34 241
==========
Pro forma depreciation expense for the year ended December 31, 1996 2,114
==========
Pro forma depreciation expense for the six month period ended June 30, 1997 $ 1,057
==========
</TABLE>
<PAGE>
Regency Realty Corporation
Notes to Pro Forma Consolidated Statements of Operations
For the Six Month Period ended June 30, 1997 and
the Year ended December 31, 1996
(Unaudited)
(In thousands, except share and per share data)
(d) To reflect interest expense on the acquisition and development line of
credit for draws for property acquisitions in the amount of $66,596 at
an average interest rate of 7.4% and the assumption of a $24,750
mortgage loan at 8.52% on Hyde Park Plaza.
Pro forma interest expense for
the year ended December 31, 1996 $ 7,037
================
Pro forma interest expense for
the six month period ended June 30, 1997 $ 3,518
================
(e) On June 13, 1997, 3,027,080 redeemable partnership units of RRLP
converted to common stock, increasing the Company's direct ownership
interest in RRLP to 88%. The adjustment reflects the operations of RRLP
on a pro forma basis as if the Company had owned 88% of RRLP during
1996 and 1997.
(f) Earnings per share
<TABLE>
<CAPTION>
December 31, June 30,
1996 1997
---------------- ----------------
<S> <C> <C>
Primary Common Shares and Per Share Calculation:
Total Primary Shares 15,380 17,161
Income from continuing operations for common stockholders 10,668 9,437
Minority Interest in RRLP 696 939
---------------- ----------------
Income for Primary Shareholders 11,364 10,376
---------------- ----------------
Primary earnings per share 0.74 0.60
================ ================
Fully Diluted Common Shares and Per Share Calculation:
Contingent Units or common stock that could be issued to
previous Branch owners in 1998, 1999, and 2000 if earned
per the terms of the Contribution Agreement. 1,020 1,020
---------------- ----------------
Total Fully Diluted Shares 16,400 18,181
---------------- ----------------
Required increase in income from real estate operations
necessary to earn contingent shares, less applicable
depreciation on increased purchase price. 439 (262)
Income from continuing operations before extraordinary item
for common stockholders for computation of fully diluted
earnings per share 11,803 10,114
---------------- ----------------
Fully diluted earnings per share 0.72 0.56
================ ================
</TABLE>
<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 hereunto duly authorized.
REGENCY REALTY CORPORATION
(registrant)
Date: August 13, 1997 By:/s/ J.Christian Leavitt
--------------------------
J. Christian Leavitt
Treasurer and Secretary
Accountants' Consent
The Board of Directors
Regency Realty Corporation:
We consent to incorporation by reference in the registration statements, (No.
33-86886, No. 333-930, No. 333-2546, and No. 333-31077) on Form S-3 and (No.
333-24971) on Form S-8, of Regency Realty Corporation of our reports, with
respect to the Statements of Revenues and Certain Expenses for the year ended
December 31, 1996, of the following entities:
Name of audited entity Date of audit report
Mariners Village Shopping Center June 9, 1997
Mainstreet Square Shopping Center June 11, 1997
Eastport Plaza Shopping Center June 11, 1997
Oakley Plaza June 13, 1997
Carmel Commons Shopping Center June 13, 1997
Hyde Park Plaza June 20, 1997
The above reports appear in the Form 8-K/A of Regency Realty Corporation dated
August 13, 1997.
KPMG PEAT MARWICK LLP
Jacksonville, Florida
August 13, 1997
