United States
SECURITIES AND EXCHANGE COMMISSION
Washington DC 20549
FORM 10-Q
(Mark One)
[X] For the quarterly period ended June 30, 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 1-12298
REGENCY REALTY CORPORATION
(Exact name of registrant as specified in its charter)
Florida 59-3191743
------- ----------
(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[ ]
(Applicable only to Corporate Registrants)
As of August 10, 2000, there were 56,892,895 shares outstanding of the
Registrant's common stock.
<PAGE>
REGENCY REALTY CORPORATION
Consolidated Balance Sheets
June 30, 2000 and December 31, 1999
(unaudited)
<TABLE>
<CAPTION>
2000 1999
------ ------
<S> <C> <C>
Assets
Real estate investments
Land $ 587,038,861 567,673,872
Buildings and improvements 1,853,754,929 1,834,279,432
--------------- --------------
2,440,793,790 2,401,953,304
Less: accumulated depreciation 123,690,925 104,467,176
--------------- --------------
2,317,102,865 2,297,486,128
Properties in development 223,775,833 167,300,893
Operating properties held for sale 67,031,998 -
Investments in real estate partnerships 37,159,178 66,938,784
--------------- --------------
Net real estate investments 2,645,069,874 2,531,725,805
Cash and cash equivalents 37,907,422 54,117,443
Notes receivable 24,349,824 15,673,125
Tenant receivables, net of allowance for uncollectible accounts of
$2,278,852 and $1,883,547 at June 30, 2000 and
December 31, 1999 32,885,659 33,515,040
Deferred costs, less accumulated amortization of $11,046,731 and
$8,802,559 at June 30, 2000 and December 31, 1999 14,338,789 12,530,546
Other assets 7,423,800 7,374,019
--------------- --------------
$ 2,761,975,368 2,654,935,978
=============== ==============
Liabilities and Stockholders' Equity
Liabilities:
Notes payable 738,633,803 764,787,207
Unsecured line of credit 340,000,000 247,179,310
Accounts payable and other liabilities 45,956,979 48,886,111
Tenants' security and escrow deposits 8,344,141 7,952,707
--------------- --------------
Total liabilities 1,132,934,923 1,068,805,335
--------------- --------------
Preferred units 352,059,037 283,816,274
Exchangeable operating partnership units 37,226,735 44,589,873
Limited partners' interest in consolidated partnerships 9,339,453 10,475,321
--------------- --------------
Total minority interest 398,625,225 338,881,468
--------------- --------------
Stockholders' equity:
Cumulative convertible preferred stock Series 1 and paid in
capital $.01 par value per share: 542,532 shares authorized;
537,107 issued and outstanding at June 30, 2000 and December 31, 1999;
liquidation preference $20.83 per share 12,528,032 12,528,032
Cumulative convertible preferred stock Series 2 and paid in capital
$.01 par value per share: 1,502,532 shares authorized; 950,400
shares issued and outstanding at June 30, 2000 and December 31, 1999
liquidation preference $20.83 per share 22,168,080 22,168,080
Common stock $.01 par value per share: 150,000,000 shares
authorized; 60,168,062 and 59,639,536 shares issued
at June 30, 2000 and December 31, 1999 601,681 596,395
Treasury stock; 3,265,022 and 2,715,851 shares held at June 30, 2000
and December 31, 1999, at cost (65,404,775) (54,536,612)
Additonal paid in capital 1,315,389,110 1,304,257,610
Distributions in excess of net income (44,031,759) (26,779,538)
Stock loans (10,835,149) (10,984,792)
--------------- --------------
Total stockholders' equity 1,230,415,220 1,247,249,175
--------------- --------------
Commitments and contingencies
$ 2,761,975,368 2,654,935,978
=============== ==============
</TABLE>
See accompanying notes to consolidated financial statements
<PAGE>
REGENCY REALTY CORPORATION
Consolidated Statements of Operations
For the Three Months ended June 30, 2000 and 1999
(unaudited)
<TABLE>
<CAPTION>
2000 1999
------ -----
<S> <C> <C>
Revenues:
Minimum rent $ 62,589,168 58,810,105
Percentage rent 392,944 477,553
Recoveries from tenants 16,471,573 15,135,633
Service operations revenue 7,112,340 3,845,576
Equity in (loss) income of investments in
real estate partnerships (302,851) 1,395,100
--------------- --------------
Total revenues 86,263,174 79,663,967
--------------- --------------
Operating expenses:
Depreciation and amortization 14,625,223 12,369,778
Operating and maintenance 10,602,934 9,883,623
General and administrative 3,761,187 5,143,534
Real estate taxes 8,290,209 7,478,034
Other expenses 919,715 375,000
--------------- --------------
Total operating expenses 38,199,268 35,249,969
--------------- --------------
Interest expense (income):
Interest expense 18,198,723 17,171,139
Interest income (819,558) (654,485)
--------------- --------------
Net interest expense 17,379,165 16,516,654
--------------- --------------
Income before minority interests, gain and
provision on real estate investments 30,684,741 27,897,344
Gain on sale of operating properties 18,310 -
Provision for loss on operating properties held for sale (6,909,625) -
--------------- --------------
Income before minority interests 23,793,426 27,897,344
Minority interest preferred unit distributions (6,942,014) (1,625,001)
Minority interest of exchangeable partnership units (497,487) (760,306)
Minority interest of limited partners (236,881) (486,094)
--------------- --------------
Net income 16,117,044 25,025,943
Preferred stock dividends (699,459) (696,000)
--------------- --------------
Net income for common stockholders $ 15,417,585 24,329,943
=============== ==============
Net income per share:
Basic $ 0.27 0.41
=============== ==============
Diluted $ 0.27 0.41
=============== ==============
</TABLE>
See accompanying notes to consolidated financial statements
<PAGE>
REGENCY REALTY CORPORATION
Consolidated Statements of Operations
For the Six Months ended June 30, 2000 and 1999
(unaudited)
<TABLE>
<CAPTION>
2000 1999
------ ------
<S> <C> <C>
Revenues:
Minimum rent $ 123,902,924 97,942,221
Percentage rent 1,052,461 887,999
Recoveries from tenants 33,082,037 24,378,781
Service operations revenue 9,366,744 5,740,623
Equity in income of investments in
real estate partnerships 60,663 2,136,203
--------------- --------------
Total revenues 167,464,829 131,085,827
--------------- --------------
Operating expenses:
Depreciation and amortization 28,386,988 21,781,052
Operating and maintenance 21,103,043 16,868,331
General and administrative 8,257,266 8,780,893
Real estate taxes 16,321,881 12,238,119
Other expenses 919,715 525,000
--------------- --------------
Total operating expenses 74,988,893 60,193,395
--------------- --------------
Interest expense (income):
Interest expense 33,889,872 27,992,343
Interest income (1,662,558) (1,121,003)
--------------- --------------
Net interest expense 32,227,314 26,871,340
--------------- --------------
Income before minority interests, gain and
provision on real estate investments 60,248,622 44,021,092
Gain on sale of operating properties 18,310 -
Provision for loss on operating properties held for sale (6,909,625) -
--------------- --------------
Income before minority interests 53,357,307 44,021,092
Minority interest preferred unit distributions (13,254,513) (3,250,002)
Minority interest of exchangeable partnership units (1,185,494) (1,338,511)
Minority interest of limited partners (480,314) (747,033)
--------------- --------------
Net income 38,436,986 38,685,546
Preferred stock dividends (1,398,918) (900,000)
--------------- --------------
Net income for common stockholders $ 37,038,068 37,785,546
=============== ==============
Net income per share:
Basic $ 0.65 0.76
=============== ==============
Diluted $ 0.65 0.76
=============== ==============
</TABLE>
See accompanying notes to consolidated financial statements
<PAGE>
REGENCY REALTY CORPORATION
Consolidated Statement of Stockholders' Equity
For the Six Months ended June 30, 2000
(unaudited)
<TABLE>
<CAPTION>
Series 1 Series 2 Common Treasury
Preferred Stock Preferred Stock Stock Stock
--------------- --------------- ---------- -------------
<S> <C> <C> <C> <C>
Balance at
December 31, 1999 $ 12,528,032 22,168,080 596,395 (54,536,612)
Common stock issued as
compensation or purchased by
directors or officers, or issued
under stock options - - 1,505 -
Common stock issued (cancelled)
under stock loans - - 5 (233,468)
Common stock issued for
partnership units redeemed - - 3,740 -
Common stock issued to
acquire real estate - - 36 -
Reallocation of minority interest - - - -
Repurchase of common stock - - - (10,634,695)
Cash dividends declared:
Common stock ($.48 per share)
and preferred stock - - - -
Net income - - - -
--------------- ------------ ------------ ----------------
Balance at
June 30, 2000 $ 12,528,032 22,168,080 601,681 (65,404,775)
=============== ============ ============ ================
</TABLE>
<PAGE>
REGENCY REALTY CORPORATION
Consolidated Statement of Stockholders' Equity (continued)
For the Six Months ended June 30, 2000
(unaudited)
<TABLE>
<CAPTION>
Additional Distributions Total
Paid In in excess of Stock Stockholders'
Capital Net Income Loans Equity
--------------- ------------ -------------- --------------
<S> <C> <C> <C> <C>
Balance at
December 31, 1999 $ 1,304,257,610 (26,779,538) (10,984,792) 1,247,249,175
Common stock issued as
compensation or purchased by
directors or officers, or issued
under stock options 2,939,551 - - 2,941,056
Common stock issued (cancelled)
under stock loans (55,829) - 149,643 (139,649)
Common stock issued for
partnership units redeemed 8,734,138 - - 8,737,878
Common stock issued to
acquire real estate 88,888 - - 88,924
Reallocation of minority interest (575,248) - - (575,248)
Repurchase of common stock - - - (10,634,695)
Cash dividends declared:
Common stock ($.48 per share)
and preferred stock - (55,689,207) - (55,689,207)
Net income - 38,436,986 - 38,436,986
--------------- ------------ ------------ ----------------
Balance at
June 30, 2000 $ 1,315,389,110 (44,031,759) (10,835,149) 1,230,415,220
=============== ============ ============ ================
</TABLE>
See accompanying notes to consolidated financial statements.
<PAGE>
REGENCY REALTY CORPORATION
Consolidated Statements of Cash Flows
For the Six Months Ended June 30, 2000 and 1999
(unaudited)
<TABLE>
<CAPTION>
2000 1999
------ ------
<S> <C> <C>
Cash flows from operating activities:
Net income $ 38,436,986 38,685,546
Adjustments to reconcile net income to net
cash provided by operating activities:
Depreciation and amortization 28,386,988 21,781,052
Deferred financing cost and debt premium amortization 417,714 125,466
Stock based compensation 2,249,594 1,264,038
Minority interest preferred unit distribution 13,254,513 3,250,002
Minority interest of exchangeable partnership units 1,185,494 1,338,511
Minority interest of limited partners 480,314 747,033
Equity in income of investments in real estate partnerships (60,663) (2,136,203)
Gain on sale of operating properties (18,310) -
Provision for loss on operating properties held for sale 6,909,625 -
Changes in assets and liabilities:
Tenant receivables 2,335,747 (9,255,288)
Deferred leasing commissions (3,576,996) (2,086,950)
Other assets (800,041) 1,791,661
Tenants' security deposits 243,722 70,943
Accounts payable and other liabilities (2,755,890) 8,577,067
---------------- ---------------
Net cash provided by operating activities 86,688,797 64,152,878
---------------- ---------------
Cash flows from investing activities:
Acquisition and development of real estate, net (135,129,471) (76,143,373)
Acquisition of Pacific, net of cash acquired - (9,046,230)
Acquistion of partners' interest in investments
in real estate partnerships, net of cash acquired (1,402,371) -
Investment in real estate partnerships (23,320,328) (10,104,935)
Capital improvements (6,603,403) (6,648,509)
Proceeds from sale of operating properties 7,491,870 -
Repayment of notes receivable 15,673,125 -
Distributions received from investments in real estate partnership - 704,474
---------------- ---------------
Net cash used in investing activities (143,290,578) (101,238,573)
---------------- ---------------
Cash flows from financing activities:
Net proceeds from common stock issuance 22,672 70,809
Repurchase of common stock (10,634,695) -
Net distributions to limited partners in consolidated partnerships (1,616,183) (458,450)
Distributions to exchangeable partnership unit holders (2,018,021) (1,634,263)
Distributions to preferred unit holders (13,254,513) (3,250,002)
Dividends paid to common stockholders (54,290,289) (39,670,029)
Dividends paid to preferred stockholders (1,398,918) (900,000)
Net proceeds from fixed rate unsecured notes - 249,845,300
Net proceeds from issuance of preferred units 68,242,763 -
Proceeds (repayment) of unsecured line of credit, net 92,820,690 (145,351,875)
Proceeds from mortgage loans 6,734,632 -
Repayment of mortgage loans (44,216,378) (23,138,753)
Deferred financing costs - (3,565,034)
---------------- ---------------
Net cash provided by financing activities 40,391,760 31,947,703
---------------- ---------------
Net decrease in cash and cash equivalents (16,210,021) (5,137,992)
Cash and cash equivalents at beginning of period 54,117,443 19,919,693
---------------- ---------------
Cash and cash equivalents at end of period $ 37,907,422 14,781,701
================ ===============
</TABLE>
<PAGE>
REGENCY REALTY CORPORATION
Consolidated Statements of Cash Flows
For the Six Months Ended June 30, 2000 and 1999
(unaudited)
continued
<TABLE>
<CAPTION>
2000 1999
------ ------
<S> <C> <C>
Supplemental disclosure of cash flow information - cash paid for
interest (net of capitalized interest of approximately
$5,960,000 and $3,935,000 in 2000 and 1999, respectively) $ 33,228,474 21,346,560
================ ===============
Supplemental disclosure of non-cash transactions:
Mortgage loans assumed for the acquisition of Pacific and real estate $ - 402,582,015
================ ===============
Exchangeable operating partnership units and common stock issued
for investments in real estate partnerships $ 329,948 1,949,020
================ ===============
Exchangeable operating partnership units and common stock
issued for the acquisition of partners' interest in investments
in real estate partnerships $ 1,287,111 -
================ ===============
Exchangeable operating partnership units, preferred and common
stock issued for the acquisition of Pacific and real estate $ 103,885 771,351,617
================ ===============
Other liabilities assumed to acquire Pacific $ - 13,897,643
================ ===============
Properties in development sold in exchange for notes receivable $ 24,349,824 -
================ ===============
</TABLE>
See accompanying notes to consolidated financial statements.
<PAGE>
REGENCY REALTY CORPORATION
Notes to Consolidated Financial Statements
June 30, 2000
(unaudited)
1. Summary of Significant Accounting Policies
(a) Organization and Principles of Consolidation
The accompanying consolidated financial statements include the
accounts of Regency Realty Corporation, its wholly owned qualified
REIT subsidiaries, and its majority owned or controlled
subsidiaries and partnerships (the "Company" or "Regency"). All
significant intercompany balances and transactions have been
eliminated in the consolidated financial statements. The Company
owns approximately 97% of the outstanding common units of Regency
Centers, L.P., ("RCLP" or the "Partnership") and partnership
interests ranging from 51% to 93% in four majority owned real
estate partnerships (the "Majority Partnerships"). The equity
interests of third parties held in RCLP and the Majority
Partnerships are included in the consolidated financial statements
as preferred or exchangeable operating partnership units and
limited partners' interests in consolidated partnerships. The
Company is a qualified real estate investment trust ("REIT") which
began operations in 1993.
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 Company's
December 31, 1999 Form 10-K filed with the Securities and Exchange
Commission.
(b) Investments in Real Estate Partnerships
The Company accounts for all investments in which it owns less
than 50% and does not have controlling financial interest, using
the equity method.
(c) Reclassifications
Certain reclassifications have been made to the 1999 amounts to
conform to classifications adopted in 2000.
2. Acquisition and Development of Shopping Centers
On June 30, 2000 the Company acquired the non-owned portion of nine joint
ventures, previously accounted for using the equity method, for $4.4
million in cash, common stock and Units. As a result, these joint
ventures are wholly-owned by the Company and are consolidated for
financial reporting purposes.
On February 28, 1999, the Company acquired Pacific Retail Trust
("Pacific") for approximately $1.157 billion. The operating results of
Pacific are included in the
<PAGE>
REGENCY REALTY CORPORATION
Notes to Consolidated Financial Statements
June 30, 2000
(unaudited)
2. Acquisition and Development of Shopping Centers (continued)
Company's consolidated financial statements from the date each property
was acquired. The following unaudited pro forma information presents the
consolidated results of operations as if the acquisition of Pacific had
occurred on January 1, 1999. Such pro forma information reflects
adjustments to 1) increase depreciation, interest expense, and general
and administrative costs, 2) adjust the weighted average common shares,
and common equivalent shares outstanding issued to acquire the
properties. Pro forma revenues would have been $153.8 million as of June
30, 1999. Pro forma net income for common stockholders would have been
$44.3 million as of June 30, 1999. Pro forma basic net income per share
would have been $.74 as of June 30, 1999. Pro forma diluted net income
per share would have been $.74 as of June 30, 1999. This data does not
purport to be indicative of what would have occurred had the Pacific
acquisition been made on January 1, 1999, or of results which may occur
in the future.
3. Operating Properties Held for Sale
Periodically, the Company identifies operating properties that do not fit
its long term investment strategies and markets these assets for sale.
Operating properties held for sale are carried at the lower of cost or
fair value less cost to sell. Depreciation and amortization are suspended
during the period held for sale. At June 30, 2000, the Company had six
properties under contract for sale, and recorded a provision for loss on
the sale of $6.9 million. Under the terms of the contract, which is
rescindable, the sale is expected to close during the fourth quarter of
2000.
4. Segments
The Company was formed, and currently operates, for the purpose of 1)
operating and developing Company owned retail shopping centers (Retail
segment), and 2) providing services including property management,
leasing, brokerage, and construction and development management for
third-parties (Service operations segment). The Company's reportable
segments offer different products or services and are managed separately
because each requires different strategies and management expertise.
There are no material inter-segment sales or transfers.
The accounting policies of the segments are the same as those described
in note 1. The revenues, diluted FFO, and assets for each of the
reportable segments are summarized as follows for the six month periods
ended June 30, 2000 and 1999. Assets not attributable to a particular
segment consist primarily of cash and deferred costs.
<PAGE>
REGENCY REALTY CORPORATION
Notes to Consolidated Financial Statements
June 30, 2000
(unaudited)
<TABLE>
<CAPTION>
4. Segments (continued)
2000 1999
---- ----
<S> <C> <C>
Revenues:
Retail segment $ 158,098,085 125,345,204
Service operations segment 9,366,744 5,740,623
---------------- ------------------
Total revenues $ 167,464,829 131,085,827
================ ==================
Funds from Operations:
Retail segment net operating income $ 120,691,470 96,238,754
Service operations segment income 9,366,744 5,740,623
Adjustments to calculate diluted FFO:
Interest expense (33,889,872) (27,992,343)
Interest income 1,662,558 1,121,003
General and administrati ve and other (9,176,981) (9,305,893)
Non-real estate depreciat ion (600,781) (391,511)
Minority interest of limit ed partners (480,314) (747,033)
Minority interest in depreciation
and amortization (299,828) (359,452)
Share of joint venture depr eciation
and amortization 933,589 286,549
Distributions on preferred units (13,254,513) (3,250,002)
---------------- ------------------
Funds from Operations - diluted 74,952,072 61,340,695
---------------- ------------------
Reconciliation to net income for common stockholders:
Real estate related depreciation
and amortization (27,804,516) (21,389,541)
Minority interest in depreciation
and amortization 299,828 359,452
Share of joint venture depreciation
and amortization (933,589) (286,549)
Provision for loss on operating properties
held for sale (6,909,625) -
Gain on sale of operating properties 18,310 -
Minority interest of exchangeable
partnership units (1,185,494) (1,338,511)
---------------- ------------------
Net income $ 38,436,986 38,685,546
================ ==================
June 30, December 31,
Assets (in thousands): 2000 1999
---------------------- ---- ----
Retail segment $ 2,522,908 2,463,808
Service operations segment 179,397 117,106
Cash and other assets 59,670 74,022
---------------- ------------------
Total assets $ 2,761,975 2,654,936
================ ==================
</TABLE>
<PAGE>
REGENCY REALTY CORPORATION
Notes to Consolidated Financial Statements
June 30, 2000
(unaudited)
5. Notes Payable and Unsecured Line of Credit
The Company's outstanding debt at June 30, 2000 and December 31, 1999
consists of the following (in thousands):
<TABLE>
<CAPTION>
2000 1999
---- ----
<S> <C> <C>
Notes Payable:
Fixed rate mortgage loans $ 337,090 382,715
Variable rate mortgage loans 31,087 11,376
Fixed rate unsecured loans 370,457 370,696
-------------- ---------------
Total notes payable 738,634 764,787
Unsecured line of credit 340,000 247,179
-------------- ---------------
Total $ 1,078,634 1,011,966
============== ===============
</TABLE>
During July, 2000, the Company modified the terms of its unsecured line
of credit (the "Line") by reducing the commitment to $625 million. The
Line matures in March 2002, but may be extended annually for one-year
periods. Borrowings under the Line bear interest at a variable rate based
on LIBOR plus a 1% spread (7.6875% at June 30, 2000), and is dependent on
the Company maintaining its investment grade rating. The Company is
required to comply and is in compliance with certain financial and other
covenants customary with this type of unsecured financing. The Line is
used primarily to finance the acquisition and development of real estate,
but is also available for general working capital purposes.
On April 15, 1999 the Company, through RCLP, completed a $250 million
unsecured debt offering in two tranches. The Company issued $200 million
7.4% notes due April 1, 2004, priced at 99.922% to yield 7.42%, and $50
million 7.75% notes due April 1, 2009, priced at 100%. The net proceeds
of the offering were used to reduce the balance of the Line.
As of June 30, 2000, scheduled principal repayments on notes payable and
the Line were as follows (in thousands):
<TABLE>
<CAPTION>
Scheduled
Principal Term Loan Total
Scheduled Payments by Year Payments Maturities Payments
-------------------------- -------------- --------------- ---------------
<S> <C> <C> <C>
2000 $ 2,876 57,004 59,880
2001 5,621 68,063 73,684
2002 (includes the Line) 4,943 384,098 389,041
2003 4,933 13,303 18,236
2004 5,327 199,882 205,209
Beyond 5 Years 36,888 284,912 321,800
Net unamortized debt premiums - 10,784 10,784
-------------- --------------- ---------------
Total $ 60,588 1,018,046 1,078,634
============== =============== ===============
</TABLE>
<PAGE>
REGENCY REALTY CORPORATION
Notes to Consolidated Financial Statements
June 30, 2000
(unaudited)
5. Notes Payable and Unsecured Line of Credit (continued)
Unconsolidated partnerships and joint ventures had mortgage loans payable
of $15.0 million at June 30, 2000, and the Company's proportionate share
of these loans was $6.2 million.
The fair value of the Company's notes payable and Line are estimated
based on the current rates available to the Company for debt of the same
remaining maturities. Variable rate notes payable, and the Line, are
considered to be at fair value since the interest rates on such
instruments reprice based on current market conditions. Notes payable
with fixed rates, that have been assumed in connection with acquisitions,
are recorded in the accompanying financial statements at fair value. The
Company considers the carrying value of all other fixed rate notes
payable to be a reasonable estimation of their fair value based on the
fact that the rates of such notes are similar to rates available to the
Company for debt of the same terms.
6. Stockholders' Equity and Minority Interest
On May 25, 2000, the Company through RCLP issued $70 million of 8.75%
Series E Cumulative Redeemable Preferred Units ("Series E Preferred
Units") to an institutional investor in a private placement. The issuance
involved the sale of 700,000 Series E Preferred Units for $100.00 per
unit. The Series E Preferred Units, which may be called by the
Partnership at par on or after May 25, 2005 have no stated maturity or
mandatory redemption, and pay a cumulative, quarterly dividend at an
annualized rate of 8.75%. At any time after May 25, 2010, the Series E
Preferred Units may be exchanged for shares of 8.75% Series E Cumulative
Redeemable Preferred Stock ("Series E Preferred Stock") of the Company at
an exchange rate of one share of Series E Preferred Stock for one Series
E Preferred Unit. The Series E Preferred Units and Series E Preferred
Stock are not convertible into common stock of the Company. The net
proceeds of the offering were used to reduce the Line.
During 1999, the Board of Directors authorized the repurchase of
approximately $65 million of the Company's outstanding shares through
periodic open market transactions or privately negotiated transactions.
At June 30, 2000, the Company had completed the program by purchasing
3.25 million shares.
<PAGE>
REGENCY REALTY CORPORATION
Notes to Consolidated Financial Statements
June 30, 2000
(unaudited)
7. Earnings Per Share
The following summarizes the calculation of basic and diluted earnings
per share for the three month periods ended, June 30, 2000 and 1999,
respectively (in thousands except per share data):
<TABLE>
<CAPTION>
2000 1999
---- ----
<S> <C> <C>
Basic Earnings Per Share (EPS) Calculation:
Weighted average common shares outstanding 56,678 58,987
============== ==============
Net income for common stockholders $ 15,418 24,330
Less: dividends paid on Class B common stock - (235)
-------------- --------------
Net income for Basic EPS $ 15,418 24,095
============== ==============
Basic EPS $ 0.27 0.41
============== ==============
Diluted Earnings Per Share (EPS) Calculation
Weighted average shares outstanding for Basic EPS 56,678 58,987
Exchangeable operating partnership units 1,918 2,142
Incremental shares to be issued under common stock
options using the Treasury Method 32 6
-------------- --------------
Total diluted shares 58,628 61,135
============== ==============
Net income for Basic EPS $ 15,418 24,095
Add: minority interest of exchangeable partnership units 497 760
------------- --------------
Net income for Diluted EPS $ 15,915 24,855
============== ==============
Diluted EPS $ 0.27 0.41
============== ==============
</TABLE>
The Preferred Series 1 and Series 2 stock are not included in the above
calculation because their effects are anti-dilutive.
<PAGE>
REGENCY REALTY CORPORATION
Notes to Consolidated Financial Statements
June 30, 2000
(unaudited)
7. Earnings Per Share (continued)
The following summarizes the calculation of basic and diluted earnings
per share for the six month periods ended, June 30, 2000 and 1999,
respectively (in thousands except per share data):
<TABLE>
<CAPTION>
2000 1999
---- ----
<S> <C> <C>
Basic Earnings Per Share (EPS) Calculation:
Weighted average common shares outstanding 56,595 47,824
============== ==============
Net income for common stockholders $ 37,038 37,786
Less: dividends paid on Class B common stock - (1,410)
-------------- --------------
Net income for Basic EPS $ 37,038 36,376
============== ==============
Basic EPS $ 0.65 0.76
============== ==============
Diluted Earnings Per Share (EPS) Calculation
Weighted average shares outstanding for Basic EPS 56,595 47,824
Exchangeable operating partnership units 1,997 1,924
Incremental shares to be issued under common stock
options using the Treasury Method 16 3
-------------- --------------
Total diluted shares 58,608 49,751
============== ==============
Net income for Basic EPS $ 37,038 36,376
Add: minority interest of exchangeable partnership units 1,186 1,339
-------------- --------------
Net income for Diluted EPS $ 38,224 37,715
============== ==============
Diluted EPS $ 0.65 0.76
============== ==============
</TABLE>
The Preferred Series 1 and Series 2 stock are not included in the above
calculation because their effects are anti-dilutive.
<PAGE>
Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations
The following discussion should be read in conjunction with the accompanying
Consolidated Financial Statements and Notes thereto of Regency Realty
Corporation ("Regency" or "Company") appearing elsewhere within.
Organization
The Company is a qualified real estate investment trust ("REIT") which began
operations in 1993. The Company invests in real estate primarily through its
general partnership interest in Regency Centers, L.P., ("RCLP" or "Partnership")
an operating partnership in which the Company currently owns approximately 97%
of the outstanding common partnership units ("Units"). Of the 222 properties
included in the Company's portfolio at June 30, 2000, 204 properties were owned
either fee simple or through partnership interests by RCLP. At June 30, 2000,
the Company had an investment in real estate of approximately $2.8 billion of
which $2.6 billion was owned by RCLP.
Shopping Center Business
The Company's principal business is owning, operating and developing grocery
anchored neighborhood infill retail shopping centers. The Company's properties
summarized by state and in order by largest holdings including their gross
leasable areas (GLA) follows:
<TABLE>
<CAPTION>
June 30, 2000 December 31, 1999
Location # Properties GLA % Leased * # Properties GLA % Leased *
-------- ------------ --------- ---------- ------------ ----------- ----------
<S> <C> <C> <C> <C> <C> <C>
Florida 50 6,181,248 93.5% 48 5,909,534 91.7%
California 35 4,036,765 98.0% 36 3,858,628 98.2%
Texas 29 3,886,594 94.3% 29 3,849,549 94.2%
Georgia 27 2,729,172 96.7% 27 2,716,763 92.3%
Ohio 12 1,706,522 97.1% 13 1,822,854 94.0%
North Carolina 13 1,303,095 98.1% 12 1,241,639 97.9%
Washington 9 1,097,542 99.0% 9 1,066,962 98.1%
Colorado 10 897,788 98.4% 10 903,502 98.0%
Oregon 7 671,220 93.4% 7 616,070 94.2%
Alabama 5 516,061 98.4% 5 516,061 99.5%
Arizona 5 419,924 98.6% 2 326,984 99.7%
Kentucky 2 305,307 90.4% 2 305,307 91.8%
Virginia 3 297,964 95.1% 2 197,324 96.1%
Tennessee 3 271,697 100.0% 3 271,697 98.9%
Michigan 3 251,200 94.7% 3 250,655 98.7%
Delaware 1 232,754 95.4% 1 232,754 96.3%
Mississippi 2 185,061 99.0% 2 185,061 96.6%
Illinois 1 178,600 86.4% 1 178,600 85.9%
South Carolina 2 162,056 97.0% 2 162,056 98.8%
Wyoming 1 87,925 - 1 75,000 -
Missouri 1 82,498 95.8% 1 82,498 95.8%
New Jersey 1 80,867 - - - -
----------- ------------ ------------- ---------- ----------- ----------
Total 222 25,581,860 95.8% 216 24,769,498 95.0%
=========== ============ ============= ========== =========== ==========
</TABLE>
* Excludes properties under construction
<PAGE>
The Company is focused on building a platform of grocery anchored neighborhood
shopping centers because grocery stores provide convenience shopping of daily
necessities, foot traffic for adjacent local tenants, and should withstand
adverse economic conditions. The Company's current investment markets have
continued to offer strong stable economies, and accordingly, the Company expects
to realize growth in net income as a result of increasing occupancy in the
portfolio, increasing rental rates, development and acquisition of shopping
centers in targeted markets, and redevelopment of existing shopping centers.
The following table summarizes the four largest grocery tenants occupying the
Company's shopping centers at June 30, 2000:
<TABLE>
<CAPTION>
Grocery Number of % of % of Annualized Avg Remaining
Anchor Stores * Total GLA Base Rent Lease Term
---------- ------------- ----------- -------------- --------------
<S> <C> <C> <C> <C>
Kroger 54 12.3% 10.9% 16 yrs
Publix 40 7.0% 4.9% 12 yrs
Safeway 29 5.5% 4.9% 12 yrs
Winn Dixie 16 3.0% 2.1% 11 yrs
</TABLE>
* Includes grocery owned stores
Winn Dixie announced the closing of a number of its stores related to its
corporate restructuring. Winn Dixie notified the Company that currently, only
one store that is located in a Regency shopping center will be closed. This
shopping center is currently under contract for sale and is recorded on the
balance sheet as operating properties held for sale.
Periodically, the Company identifies operating shopping centers that no longer
meet its long-term investment standards. Once identified, these properties are
segregated on the balance sheet as operating properties held for sale, and are
carried at the lower of cost or fair value less estimated selling costs.
Acquisition and Development of Shopping Centers
The Company has implemented a growth strategy dedicated to developing
high-quality shopping centers and build to suit properties. This development
process can require 12 to 36 months from initial land or redevelopment
acquisition through construction and leaseup and finally stabilized income,
depending upon the size and type of project. Generally, anchor tenants begin
operating their stores prior to construction completion of the entire center,
resulting in rental income during the development phase. At June 30, 2000, the
Company had 54 projects under construction or undergoing major renovations,
which when complete will represent an investment of $484.1 million. Total cost
necessary to complete these developments is estimated to be $159.9 million and
will be expended through 2001. These developments are approximately 69% complete
and 76% leased. Of the developments currently in process, 25 projects were
started during 2000, which when complete will represent an investment of $160
million, and currently have an estimated cost to complete of $92.6 million.
On June 30, 2000, the Company acquired the non-owned portion of nine joint
ventures, previously accounted for using the equity method, for $4.4 million in
cash, common stock and Units. As a result, these joint ventures are wholly-owned
by the Company and are consolidated for financial reporting purposes.
On February 28, 1999, the Company acquired Pacific Retail Trust ("Pacific") for
approximately $1.157 billion. At the date of the acquisition, Pacific was
operating or had under development 71 retail shopping centers representing 8.4
million SF of gross leaseable area.
<PAGE>
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,
interest expense and scheduled principal payments on outstanding indebtedness,
recurring capital expenditures necessary to properly maintain the shopping
centers, and distributions to share and unit holders. Net cash provided by
operating activities was $86.7 million and $64.2 million for the six months
ended June 30, 2000 and 1999, respectively. The Company incurred recurring and
non-recurring capital expenditures (non-recurring expenditures pertain to
immediate building improvements on new acquisitions and tenant improvements on
new leases) of $6.6 million during the first six months of both 2000 and 1999.
The Company paid scheduled principal payments of $3.3 million and $2.7 million
during 2000 and 1999, respectively. The Company paid dividends and distributions
of $71.0 million and $45.5 million, during 2000 and 1999, respectively, to its
share and unit holders.
Management expects to meet long-term liquidity requirements for term debt
payoffs at maturity, non-recurring capital expenditures, and acquisition,
renovation and development of shopping centers from: (i) excess cash generated
from operating activities, (ii) working capital reserves, (iii) additional debt
borrowings, and (iv) additional equity raised in the private and public markets.
Net cash used in investing activities was $143.3 million and $101.2 million,
during 2000 and 1999, respectively, primarily for the acquisition and
development of shopping centers, and build to suit projects. Net cash provided
by financing activities was $40.4 million and $31.9 for the six months ended
June 30, 2000 and 1999, respectively.
During 1999, the Board of Directors authorized the repurchase of approximately
$65 million of the Company's outstanding shares through periodic open market
transactions or privately negotiated transactions. At June 30, 2000, the Company
had completed the program by purchasing 3.25 million shares.
The Company's outstanding debt at June 30, 2000 and December 31, 1999 consists
of the following (in thousands):
2000 1999
---- ----
Notes Payable:
Fixed rate mortgage loans $ 337,090 382,715
Variable rate mortgage loans 31,087 11,376
Fixed rate unsecured loans 370,457 370,696
-------------- ---------------
Total notes payable 738,634 764,787
Unsecured line of credit 340,000 247,179
-------------- ---------------
Total $ 1,078,634 1,011,966
============== ===============
During July, 2000, the Company modified the terms of its unsecured line of
credit (the "Line") by reducing the commitment to $625 million and extending the
term. The Line matures in March 2002, but may be extended annually for one-year
periods. Borrowings under the Line bear interest at a variable rate based on
LIBOR plus 1% (7.6875% at June 30, 2000), which is dependent on the Company
maintaining its investment grade rating. The Company is required to comply and
is in compliance with certain financial and other covenants customary with this
type of unsecured financing. The Line is used primarily to finance the
acquisition and development of real estate, but is also available for general
working capital purposes.
On May 25, 2000, the Company issued $70 million of 8.75% Series E Cumulative
Redeemable Preferred Units ("Series E Preferred Units") to an institutional
investor in a private placement. The issuance involved the sale of 700,000
Series E Preferred Units for $100.00 per unit. The Series E Preferred Units,
which may be called by the Partnership at par on or after May 25, 2005 have no
stated maturity or mandatory redemption, and pay a cumulative, quarterly
dividend at an annualized rate of 8.75%. At any time after May 25, 2010, the
Series E Preferred Units may be exchanged for shares of 8.75% Series E
Cumulative Redeemable Preferred Stock ("Series E Preferred Stock") of the
Company at an exchange rate of one share of Series E Preferred Stock for one
Series E Preferred Unit. The Series E Preferred Units and Series E Preferred
Stock are not convertible into common stock of the Company. The net proceeds of
the offering were used to reduce the Line. During September 1999, the Company
issued similar preferred units in several series in the amount of $210 million
with an average fixed distribution rate of 8.94%. At June 30, 2000, the face
value of total preferred units issued was $360 million with an average fixed
distribution rate of 8.72% vs. $80 million with an average fixed distribution
rate of 8.13% at June 30, 1999.
<PAGE>
On April 15, 1999 the Company, through RCLP, completed a $250 million unsecured
debt offering in two tranches. The Company issued $200 million 7.4% notes due
April 1, 2004, priced at 99.922% to yield 7.42%, and $50 million 7.75% notes due
April 1, 2009, priced at 100%. The net proceeds of the offering were used to
reduce the balance of the Line.
As of June 30, 2000, scheduled principal repayments on notes payable and the
Line were as follows (in thousands):
<TABLE>
<CAPTION>
Scheduled
Principal Term Loan Total
Scheduled Payments by Year Payments Maturities Payments
-------------------------- -------------- --------------- ---------------
<S> <C> <C> <C>
2000 $ 2,876 57,004 59,880
2001 5,621 68,063 73,684
2002 (includes the Line) 4,943 384,098 389,041
2003 4,933 13,303 18,236
2004 5,327 199,882 205,209
Beyond 5 Years 36,888 284,912 321,800
Net unamortized debt premiums - 10,784 10,784
-------------- --------------- ---------------
Total $ 60,588 1,018,046 1,078,634
============== =============== ===============
</TABLE>
Unconsolidated partnerships and joint ventures had mortgage loans payable of
$15.0 million at June 30, 2000, and the Company's proportionate share of these
loans was $6.2 million.
The Company qualifies and intends to continue to qualify as a REIT under the
Internal Revenue Code. As a REIT, the Company is allowed to reduce taxable
income by all or a portion of its distributions to stockholders. As
distributions have exceeded taxable income, no provision for federal income
taxes has been made. While the Company intends to continue to pay dividends to
its stockholders, it also will reserve such amounts of cash flow as it considers
necessary for the proper maintenance and improvement of its real estate, while
still maintaining its qualification as a REIT.
The Company intends to continue to acquire and develop shopping centers and
expects to meet the related capital requirements from borrowings on the Line.
The Company expects to repay the Line from time to time from additional public
and private equity or debt offerings, such as those transactions previously
completed. Because such acquisition and development activities are discretionary
in nature, they are not expected to burden the Company's capital resources
currently available for liquidity requirements. The Company expects that cash
provided by operating activities, unused amounts available under the Line, and
cash reserves are adequate to meet liquidity requirements and costs necessary to
complete properties in development.
Results from Operations
Comparison of the six months ended June 30, 2000 to 1999
Revenues increased $36.4 million or 28.0% to $167.5 million in 2000. The
increase was due to the Pacific acquisition, revenues from new developments that
began operating after June 30, 1999, and from same property growth in rental
rates and occupancy increases. Minimum rent increased $26.0 million or 26.5%,
and recoveries from tenants increased $8.7 million or 35.7%. At June 30, 2000,
the Company was operating or developing 222 shopping centers of which 186
centers were considered stabilized and 95.8% leased. At June 30, 1999, the
stabilized properties were 94.9% leased. Rental rates grew by 7.6% from renewal
leases and new leases replacing previously occupied spaces in the stabilized
properties.
Service operations revenue includes fees earned as part of the Company's service
operations segment and includes property management and commissions earned from
third parties, and development related profits and fees earned from the sales of
shopping centers and build to suit properties to third parties. Service
operations revenue increased by $3.7 million to $9.4 million in 2000, or 65%.
The increase was primarily due to a $5.6 million increase in development related
profits and fees, offset by a $1.9 million reduction in property management
fees.
<PAGE>
Operating expenses increased $14.8 million or 24.6% to $75.0 million in 2000.
Combined operating and maintenance, and real estate taxes increased $8.3 million
or 28.6% during 2000 to $37.4 million. The increase was due to the Pacific
acquisition, and expenses incurred by new developments that began operating
after June 30, 1999, and general increases in costs on the stabilized
properties. General and administrative expenses were $8.3 million during 2000
vs. $8.8 million in 1999 or 5.7% lower as a result of increased capitalization
of direct costs incurred during 2000 related to development activities.
Depreciation and amortization increased $6.6 million during 2000 or 30.3%
primarily due to the Pacific acquisition and developments that began operating
after June 30, 1999.
In June 2000, the Company identified six operating properties that do not meet
its long-term investment standards, and accordingly classified these properties
as operating properties held for sale on its balance sheet and ceased the
depreciation and amortization of these assets. In July 2000, the Company entered
into a rescindable contract, and reduced the carrying value of these properties
to the lower of cost or fair value, net of selling costs. The reduction resulted
in a $6.9 million provision for loss on operating properties held for sale that
was charged against net income at June 30, 2000. Under the terms of the
contract, the sale is expected to be completed during the fourth quarter 2000.
Interest expense increased to $33.9 million in 2000 from $28.0 million in 1999
or 21.1%. The increase was due to higher Libor rates, higher average balances on
the Line, the assumption of $402.6 million of debt of Pacific, the financing
cost of new developments that began operating after June 30, 1999, and the
higher fixed interest rate of the $250 million debt offering completed in April,
1999. Weighted average interest rates increased approximately 1% during 2000.
Preferred unit distributions increased $10.0 million to $13.3 million during
2000 as a result of the preferred units issued in September 1999 and May 2000.
Weighted average fixed rates of the preferred units were 8.72% at June 30, 2000
vs. 8.13% at June 30, 1999.
Net income for common stockholders was $37.0 million in 2000 vs. $37.8 million
in 1999, a $747,000 or 2% decrease primarily a result of the provision for loss
on operating properties held for sale and the other reasons as described above.
Diluted earnings per share in 2000 was $.65 vs. $.76 in 1999, a result of the
decline in net income and the increased weighted average shares in 2000 issued
in 1999 in connection with the acquisition of Pacific.
Comparison of the three months ended June 30, 2000 to 1999
Revenues increased $6.6 million or 8% to $86.3 million in 2000. Minimum rent
increased $3.8 million or 6%, and recoveries from tenants increased $1.3 million
or 8.8%. The increase was due to revenues from new developments that began
operating after June 30, 1999, and from same property growth in rental rates and
occupancy increases as described in the six month comparison.
Service operations revenue includes fees earned as part of the Company's service
operations segment and includes property management and commissions earned from
third parties, and development related profits and fees earned from the sales of
shopping centers and build to suit properties to third parties. Service
operations revenue increased by $3.3 million to $7.1 million in 2000, or 85%.
The increase was primarily due to a $3.7 million increase in development related
profits and fees, offset by a $.4 million reduction in property management fees.
Operating expenses increased $2.9 million or 8% to $38.2 million in 2000.
Combined operating and maintenance, and real estate taxes increased $1.5 million
or 8.8% during 2000 to $18.9 million. The increase was due primarily to expenses
incurred by new developments that began operating after June 30, 1999 and
general increases in operating costs on the stabilized properties. General and
administrative expenses were $3.8 million in 2000 vs. $5.1 million or 27% lower
as a result of increased capitalization of direct costs incurred during 2000
related to development activities. Depreciation and amortization increased $2.3
million during 2000 or 18% primarily related to developments that began
operating after June 30, 1999.
In June 2000, the Company identified six operating properties that do not meet
its long-term investment standards, and accordingly classified these properties
as operating properties held for sale on its balance sheet and ceased the
depreciation and amortization of these assets. In July 2000, the Company entered
into a rescindable contract, and reduced the carrying value of these properties
to the lower of cost or fair value, net of selling costs. The reduction resulted
in a $6.9 million provision for loss on operating properties held for sale that
was charged against net income at June 30, 2000.
<PAGE>
Interest expense increased to $18.2 million in 2000 from $17.2 million in 1999
or 6.0%. The increase was due to higher Libor rates, higher average balances on
the Line, and the financing cost of new developments that began operating after
June 30, 1999. Weighted average interest rates increased approximately 1% during
2000.
Preferred unit distributions increased $5.3 million to $6.9 million during 2000
as a result of the preferred units issued in September 1999 and May 2000.
Weighted average fixed rates of the preferred units were 8.72% at June 30, 2000
vs. 8.13% at June 30, 1999.
Net income for common stockholders was $15.4 million in 2000 vs. $24.3 million
in 1999, an $8.9 million decrease primarily a result of the provision for loss
on operating properties held for sale and the other reasons as described above.
Diluted earnings per share in 2000 was $.27 vs. $.41 in 1999, a result of the
decline in net income.
New Accounting Standards and Accounting Changes
The Financial Accounting Standards Board issued Statement of Financial
Accounting Standards No. 133, "Accounting for Derivative Instruments and Hedging
Activities " (FAS 133), which is effective for all fiscal quarters of all fiscal
years beginning after June 15, 2000. FAS 133 establishes accounting and
reporting standards for derivative instruments and hedging activities. FAS 133
requires entities to recognize all derivatives as either assets or liabilities
in the balance sheet and measure those instruments at fair value. The Company
does not believe FAS 133 will materially effect its financial statements.
Environmental Matters
The Company like others in the commercial real estate industry, is subject to
numerous environmental laws and regulations and the operation of dry cleaning
plants at the Company's shopping centers is the principal environmental concern.
The Company believes that the dry cleaners are operating in accordance with
current laws and regulations and has established procedures to monitor their
operations. The Company has approximately 38 properties that will require or are
currently undergoing varying levels of environmental remediation. These
remediations are not expected to have a material financial effect on the Company
due to financial statement reserves and various state-regulated programs that
shift the responsibility and cost for remediation to the state. Based on
information presently available, no additional environmental accruals were made
and management believes that the ultimate disposition of currently known matters
will not have a material effect on the financial position, liquidity, or
operations of the Company.
Inflation
Inflation has remained relatively low during 2000 and 1999 and has had a minimal
impact on the operating performance of the shopping centers; however,
substantially all of the Company's long-term leases contain provisions designed
to mitigate the adverse impact of inflation. Such provisions include clauses
enabling the Company 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 Company's leases are for terms of
less than ten years, which permits the Company to seek increased rents upon
re-rental at market rates. Most of the Company'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 Company's exposure
to increases in costs and operating expenses resulting from inflation.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
Market Risk
The Company is exposed to interest rate changes primarily as a result of its
Line and long-term debt used to maintain liquidity and fund capital expenditures
and expansion of the Company's real estate investment portfolio and operations.
The Company's interest rate risk management objective is to limit the impact of
interest rate changes on earnings and cash flows and to lower its overall
borrowing costs. To achieve its objectives the Company borrows primarily at
fixed rates and may enter into derivative financial instruments such as interest
rate swaps, caps and treasury locks in order to mitigate its interest rate risk
on a related financial instrument. The Company has not been party to any market
risk sensitive instruments during the reporting period ending June 30, 2000 and
does not plan to enter into derivative or interest rate transactions for
speculative purposes.
<PAGE>
Forward Looking Statements
This report contains certain forward-looking statements (as such term is defined
in the Private Securities Litigation Reform Act of 1995) and information
relating to the Company that is based on the beliefs of the Company's
management, as well as assumptions made by and information currently available
to management. When used in this report, the words "estimate," "project,"
"believe," "anticipate," "intend," "expect" and similar expressions are intended
to identify forward-looking statements. Such statements involve known and
unknown risks, uncertainties and other factors that may cause the actual
results, performance or achievements of the Company, or industry results, to be
materially different from any future results, performance or achievements
expressed or implied by such forward-looking statements. Such factors include,
among others, the following: general economic and business conditions; changes
in customer preferences; competition; changes in technology; the integration of
acquisitions, including Pacific; changes in business strategy; the indebtedness
of the Company; quality of management, business abilities and judgment of the
Company's personnel; the availability, terms and deployment of capital; and
various other factors referenced in this report. Readers are cautioned not to
place undue reliance on these forward-looking statements, which speak only as of
the date hereof. The Company does not undertake any obligation to publicly
release any revisions to these forward-looking statements to reflect events or
circumstances after the date hereof or to reflect the occurrence of
unanticipated events.
<PAGE>
Part II
Item 4. Submission of Matters to a Vote of Security Holders
The annual meeting for Regency Realty Corporation was held on May 3,
2000 for the following purpose:
To elect four Class I Directors, to serve terms expiring at
the annual meeting of shareholders to be held in 2003, and
until their successors have been elected and qualified.
To transact such other business as may properly come before the
meeting or any adjournment thereof.
All items were approved with total outstanding votes received of
51.3 million shares of the 58.0 million common and preferred
shares authorized to vote. 99% of the represented shares voted for
Proposal I, no shares voted against the proposal and 1% abstained.
Item 6 Exhibits and Reports on Form 8-K:
(a) Exhibits
3 Restated Articles of Incorporation of Regency Realty Corporation as
amended to date.
10. Material Contracts
None
27. Financial Data Schedule
(b) Reports on Form 8-K
None
<PAGE>
SIGNATURE
Pursuant to the requirements of the Securities and Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
Date: August 10, 2000 REGENCY REALTY CORPORATION
By: /s/ J. Christian Leavitt
-------------------------
Senior Vice President,
and Chief Accounting Officer
