10-K/A 1 dkm158.txt AMENDMENT TO FORM 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-K/A (X) ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2001 ( ) 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 0-24763 REGENCY CENTERS, L.P. (Exact name of registrant as specified in its charter) Delaware 59-3429602 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) identification No.) 121 West Forsyth Street, Suite 200 (904) 356-7000 Jacksonville, Florida 32202 (Registrant's telephone No.) (Address of principal executive offices) (zip code) Securities registered pursuant to Section 12(b) of the Act: None (Title of Class) Not Applicable (Name of exchange on which registered) Securities registered pursuant to Section 12(g) of the Act: Class B Units of Partnership Interest Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months and (2) has been subject to such filing requirements for the past 90 days. YES (X) NO ( ) Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of Registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. (X) The aggregate market value of the voting and non-voting common stock held by non-affiliates of the Registrant and the number of shares of Registrant's voting common stock outstanding is not applicable. Documents Incorporated by Reference egency Centers Corporation is the general partner of Regency Centers, L.P. Portions of Regency Centers Corporation's Proxy Statement in connection with its 2002 Annual Meeting of Shareholders are incorporated by reference in Part III. We are filing an amendment to our original Form 10-K to provide further disclosure about our accounting policies and also our agreements with Security Capital Group. We modified footnote 1(a) Organization and Principles of Consolidation to clarify our consolidation policy with respect to voting control. We modified footnote 1(c) Real Estate Investments by adding additional disclosures related to the impairment losses recorded in 2001 and 2000. We modified footnote 6 Regency's Stockholders' Equity and Partners' Capital to provide additional disclosures about the agreements between Regency and Security Capital Group. Item 14. Exhibits, Financial Statement Schedules, and Reports on Form 8-K (a) Financial Statements and Financial Statement Schedules: Regency's 2001 financial statements and financial statement schedule, together with the report of KPMG LLP are listed on the index immediately preceding the financial statements at the end of this report. (b) Reports on Form 8-K: Report on Form 8-K was filed on December 10, 2001 under Item 7 Exhibits. (c) Exhibits: 3. Articles of Incorporation and Bylaws (i) Fourth Amended and Restated Agreement of Limited Partnership, as amended, incorporated by reference to Exhibit 3(i) of the Company's Form 10-K filed on March 26, 2002. (ii) Restated Articles of Incorporation of Regency Centers Corporation as amended to date, incorporated by reference to Exhibit 3(ii) of the Company's Form 10-K filed on March 26, 2002. (iii) Restated Bylaws of Regency Centers Corporation, (incorporated by reference to Exhibit 10 of the Company's Form 10-Q filed November 7, 2000). 4. (a) See exhibits 3(i) and 3(ii) for provisions of the Articles of Incorporation and Bylaws of Regency Centers Corporation defining rights of security holders. (b) Indenture dated July 20, 1998 between Regency Centers, L.P., the guarantors named therein and First Union National Bank, as trustee (incorporated by reference to Exhibit 4.1 to the registration statement on Form S-4 of Regency Centers, L.P., No. 333-63723). (c) Indenture dated March 9, 1999 between Regency Centers, L.P., the guarantors named therein and First Union National Bank, as trustee (incorporated by reference to Exhibit 4.1 to the registration statement on Form S-3 of Regency Centers, L.P., No. 333-72899) (d) Indenture dated December 5, 2001 between Regency Centers, L.P., the guarantors named therein and First Union National Bank, as trustee (incorporated by referenced to Exhibit 4.4 of Form 8-K of Regency Centers, L.P. filed December 10, 2001, File No. 0-24763) 10. Material Contracts ~(a) Regency Centers Corporation 1993 Long Term Omnibus Plan, as amended, incorporated by reference to Exhibit 10.2 of the Company's Form 10-K filed March 19, 2001. ~*(b) Form of Stock Purchase Award Agreement ~*(c) Form of Management Stock Pledge Agreement, relating to the Stock Purchase Award Agreement filed as Exhibit 10(b) ~*(d) Form of Promissory Note, relating to the Stock Purchase Award Agreement filed as Exhibit 10(b) ~*(e) Form of Option Award Agreement for Key Employees ~*(f) Form of Option Award Agreement for Non-Employee Directors ~*(g) Annual Incentive for Management Plan ~*(h) Form of Director/Officer Indemnification Agreement ~*(i) Form of Non-Competition Agreement between Regency Centers Corporation and Joan W. Stein, Robert L. Stein, Richard W. Stein, the Martin E. Stein Testamentary Trust A and the Martin E. Stein Testamentary Trust B. (j) The following documents relating to the purchase by Security Capital U.S. Realty and Security Capital Holdings, S.A. of up to 45% of the Registrant's outstanding common stock: ++ (i) Stock Purchase Agreement dated June 11, 1996. ++ (ii) Stockholders' Agreement dated July 10, 1996. (A) First Amendment of Stockholders' Agreement dated February 10, 1997 (incorporated by reference to the Company's Form 8-K report filed March 14, 1997) (B) Amendment No. 2 to Stockholders' Agreement dated December 4, 1997 (incorporated by reference to Exhibit 6.2 to Schedule 13D/A filed by Security Capital U.S. Realty on December 11, 1997) (C) Amendment No. 3 to Stockholders Agreement dated September 23, 1998 (incorporated by reference to Exhibit 8.2 to Schedule 13D/A filed by Security Capital U.S. Realty on October 2, 1998) (D) Letter Agreement dated June 14, 2000 to Stockholders Agreement dated September 23, 1998 (incorporated by reference to Exhibit 10.2 to Schedule 13D/A filed by Security Capital U.S. Realty on September 27, 2000) -------------------------- ~ Management contract or compensatory plan or arrangement filed pursuant to S-K 601(10)(iii)(A). * Included as an exhibit to Pre-effective Amendment No. 2 to the Company's registration statement on Form S-11 filed October 5, 1993 (33-67258), and incorporated herein by reference ++ Filed as appendices to the Company's definitive proxy statement dated August 2, 1996 and incorporated herein by reference. 2 ++ (iii) Registration Rights Agreement dated July 10, 1996. (k) Stock Grant Plan adopted on January 31, 1994 to grant stock to employees (incorporated by reference to the Company's Form 10-Q filed May 12, 1994). ~@(l) Criteria for Restricted Stock Awards under 1993 Long Term Omnibus Plan. ~@(m) Form of 1996 Stock Purchase Award Agreement. @(n) Form of 1996 Management Stock Pledge Agreement relating to the Stock Purchase Award Agreement filed as Exhibit 10(o). ~@(o) Form of Promissory Note relating to 1996 Stock Purchase Award Agreement filed as Exhibit 10(o). (p) Intentionally omitted. (q) Credit Agreement dated as of April 30, 2001 by and among Regency Centers, L.P., a Delaware limited partnership (the "Borrower"), Regency Realty Group, Inc., a Florida corporation, Regency Centers Corporation, a Florida corporation (the "Parent"), each of the financial institutions initially a signatory hereto together with their assignees (the "Lenders"), and Wells Fargo Bank, National Association, as contractual representative of the Lenders to the extent and in the manner provided (incorporated by reference to Exhibit 10.1 of the Company's Form 10-Q filed August 14, 2001). ~(r) Amended and Restated Severance and Change of Control Agreement dated as of April, 2002 by and between REGENCY CENTERS CORPORATION, a Florida corporation (the "Company") and Martin E. Stein, Jr. (the "Employee") ~(s) Amended and Restated Severance and Change of Control Agreement dated as of April, 2002 by and between REGENCY CENTERS CORPORATION, a Florida corporation (the "Company") and Bruce M. Johnson (the "Employee") ~(t) Amended and Restated Severance and Change of Control Agreement dated as of April, 2002 by and between REGENCY CENTERS CORPORATION, a Florida corporation (the "Company") and Mary Lou Fiala (the "Employee") 21. Subsidiaries of the Registrant (incorporated by reference to the Company's Form 10-K filed March 26, 2002) 23. Consent of KPMG LLP -------------------------- ~ Management contract or compensatory plan or arrangement filed pursuant to S-K 601(10)(iii)(A). ++ Filed as appendices to the Company's definitive proxy statement dated August 2, 1996 and incorporated herein by reference. @ Filed as an exhibit to the Company's Form 10-K filed March 25, 1997 and incorporated herein by reference. 3 SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. REGENCY CENTERS, L.P. By: REGENCY CENTERS CORPORATION, Its General Partner Date: April 16, 2002 By: /s/ J. Christian Leavitt -------------------------------------- J. Christian Leavitt, Senior Vice President, Finance and Principal Accounting Officer 4 REGENCY CENTERS, L.P. INDEX TO FINANCIAL STATEMENTS Regency Centers, L.P. Independent Auditors' Report F-2 Consolidated Balance Sheets as of December 31, 2001 and 2000 F-3 Consolidated Statements of Operations for the years ended December 31, 2001, 2000, and 1999 F-4 Consolidated Statements of Changes in Partners' Capital for the years ended December 31, 2001, 2000 and 1999 F-5 Consolidated Statements of Cash Flows for the years ended December 31, 2001, 2000, and 1999 F-7 Notes to Consolidated Financial Statements F-8 Financial Statement Schedule Independent Auditors' Report on Financial Statement Schedule S-1 Schedule III - Regency Centers, L.P. Combined Real Estate and Accumulated Depreciation - December 31, 2001 S-2 All other schedules are omitted because they are not applicable or because information required therein is shown in the consolidated financial statements or notes thereto. F-1 Independent Auditors' Report The Unitholders of Regency Centers, L.P. and the Board of Directors of Regency Centers Corporation: We have audited the accompanying consolidated balance sheets of Regency Centers, L.P. as of December 31, 2001 and 2000, and the related consolidated statements of operations, changes in partners' capital, and cash flows for each of the years in the three-year period ended December 31, 2001. These consolidated financial statements are the responsibility of Regency's management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits. We conducted our audits in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Regency Centers L.P. as of December 31, 2001 and 2000, and the results of their operations and their cash flows for each of the years in the three-year period ended December 31, 2001 in conformity with accounting principles generally accepted in the United States of America. /s/ KPMG LLP KPMG LLP Jacksonville, Florida January 31, 2002 F-2 REGENCY CENTERS, L.P. Consolidated Balance Sheets December 31, 2001 and 2000
2001 2000 ---- ---- Assets Real estate investments: Land $ 600,081,672 564,089,984 Buildings and improvements 1,914,961,155 1,813,554,881 ------------------ --------------- 2,515,042,827 2,377,644,865 Less: accumulated depreciation 202,325,324 147,053,900 ------------------ --------------- 2,312,717,503 2,230,590,965 Properties in development 408,437,476 296,632,730 Operating properties held for sale 158,121,462 184,150,762 Investments in real estate partnerships 75,229,636 85,198,279 ------------------ --------------- Net real estate investments 2,954,506,077 2,796,572,736 Cash and cash equivalents 27,853,264 100,987,895 Notes receivable 32,504,941 66,423,893 Tenant receivables, net of allowance for uncollectible accounts of $4,980,335 and $4,414,085 at December 31, 2001 and 2000, respectively 47,723,145 39,407,777 Deferred costs, less accumulated amortization of $20,402,059 and $13,910,018 at December 31, 2001 and 2000, respectively 34,399,242 21,317,141 Other assets 12,327,567 10,434,298 ------------------ --------------- $ 3,109,314,236 3,035,143,740 ================== =============== Liabilities and Partners' Capital Liabilities: Notes payable 1,022,720,748 841,072,156 Unsecured line of credit 374,000,000 466,000,000 Accounts payable and other liabilities 73,434,322 75,460,304 Tenants' security and escrow deposits 8,656,456 8,262,885 ------------------ --------------- Total liabilities 1,478,811,526 1,390,795,345 ------------------ --------------- Limited partners' interest in consolidated partnerships 3,940,011 13,116,282 ------------------ --------------- Partners' Capital: Series A preferred units, par value $50: 1,600,000 units issued and outstanding at December 31, 2001 and 2000, respectively 78,800,000 78,800,000 Series B preferred units, par value $100: 850,000 units issued and outstanding at December 31, 2001 and 2000, respectively 82,799,720 82,799,720 Series C preferred units, par value $100: 750,000 units issued and outstanding at December 31, 2001 and 2000, respectively 73,058,577 73,058,577 Series D preferred units, par value $100: 500,000 units issued and outstanding at December 31, 2001 and 2000, respectively 49,157,977 49,157,977 Series E preferred units, par value $100: 700,000 units issued and outstanding at December 31, 2001 and 2000, respectively 68,221,579 68,221,579 Series F preferred units, par value $100: 240,000 units issued and outstanding at December 31, 2001 and 2000, respectively 23,365,799 23,369,924 General partner; 59,088,958 and 58,414,526 units outstanding at December 31, 2001 and 2000, respectively 1,219,050,856 1,225,414,966 Limited partners; 1,555,636 and 1,448,874 units outstanding at December 31, 2001 and 2000, respectively 32,108,191 30,409,370 ------------------ --------------- Total partners' capital 1,626,562,699 1,631,232,113 ------------------ --------------- Commitments and contingencies $ 3,109,314,236 3,035,143,740 ================== ===============
See accompanying notes to consolidated financial statements. F-3 REGENCY CENTERS, L.P. Consolidated Statements of Operations For the Years ended December 31, 2001, 2000, and 1999
2001 2000 1999 ---- ---- ---- Revenues: Minimum rent $ 271,713,124 256,279,019 218,039,441 Percentage rent 5,833,674 5,231,517 5,000,272 Recoveries from tenants 76,068,575 69,707,918 55,919,788 Service operations revenue 31,494,739 27,226,411 18,239,486 Equity in income of investments in real estate partnerships 3,439,397 3,138,553 4,687,944 ---------------- ---------------- ---------------- Total revenues 388,549,509 361,583,418 301,886,931 ---------------- ---------------- ---------------- Operating expenses: Depreciation and amortization 67,505,587 59,430,262 48,611,519 Operating and maintenance 50,239,821 47,297,799 39,204,109 General and administrative 20,560,939 19,932,609 19,274,225 Real estate taxes 38,734,782 34,998,404 28,253,961 Other expenses 4,356,384 1,936,686 472,526 ---------------- ---------------- ---------------- Total operating expenses 181,397,513 163,595,760 135,816,340 ---------------- ---------------- ---------------- Interest expense (income): Interest expense 74,416,416 71,970,783 60,067,007 Interest income (5,577,487) (4,807,711) (2,196,954) ---------------- ---------------- ---------------- Net interest expense 68,838,929 67,163,072 57,870,053 ---------------- ---------------- ---------------- Income before gain, provision on real estate investments and minority interests 138,313,067 130,824,586 108,200,538 Gain (loss) on sale of operating properties 699,376 4,506,982 (232,989) Provision for loss on operating properties held for sale (1,595,136) (12,995,412) - Minority interest of limited partners (721,090) (2,631,721) (2,855,404) ---------------- ---------------- ---------------- Net income 136,696,217 119,704,435 105,112,145 Preferred unit distributions (33,475,007) (29,601,184) (12,368,403) ---------------- ---------------- ---------------- Net income for common unitholders $ 103,221,210 90,103,251 92,743,742 ================ ================ ================ Net income per common unit: Basic $ 1.70 1.49 1.61 ================ ================ ================ Diluted $ 1.69 1.49 1.61 ================ ================ ================
See accompanying notes to consolidated financial statements F-4 REGENCY CENTERS, L.P. Consolidated Statement of Changes in Partners' Capital For the Years Ended December 31, 2001, 2000 and 1999
Preferred General Limited Total Balance at December 31, 1998 $ 78,800,000 552,166,799 22,258,692 653,225,491 Net income 12,368,403 89,711,022 3,032,720 105,112,145 Cash received for the issuance of preferred units, net 205,016,274 - - 205,016,274 Cash distributions for dividends - (97,623,424) (3,140,849) (100,764,273) Preferred unit distribution (12,368,403) - - (12,368,403) Purchase of Regency stock and corresponding units - (54,536,612) - (54,536,612) Other (distributions), net - (323,206) - (323,206) Units issued for acquisition of real estate - 746,671,745 26,608,892 773,280,637 Units issued as a result of common stock issued by Regency - 4,044,945 - 4,044,945 Units converted for cash - - (1,620,939) (1,620,939) Units exchanged for common stock of Regency - 7,595,673 (7,595,673) - Reallocation of limited partners' interest - (257,558) 257,558 - -------------- --------------- ---------------- ---------------- Balance at December 31, 1999 283,816,274 1,247,449,384 39,800,401 1,571,066,059 Net income 29,601,184 87,610,832 2,492,419 119,704,435 Proceeds from the issuance of preferred units, net 91,591,503 - - 91,591,503 Cash distributions for dividends - (111,896,164) (3,241,249) (115,137,413) Preferred unit distribution (29,601,184) - - (29,601,184) Purchase of Regency stock and corresponding units - (11,088,419) - (11,088,419) Other contributions (distributions), net - (132,019) - (132,019) Units issued for acquisition of real estate or investments in real estate partnerships - 88,924 1,632,020 1,720,944 Units converted for cash - - (1,435,694) (1,435,694) Units issued as a result of common stock issued by Regency - 4,723,849 - 4,723,849 Units exchanged for common stock of Regency - 9,811,877 (9,811,877) - Reallocation of limited partners interest - (973,350) 973,350 - Reallocation of minority interest - (179,948) - (179,948) -------------- --------------- ---------------- ---------------- Balance at December 31, 2000 375,407,777 1,225,414,966 30,409,370 1,631,232,113 Net income 33,475,007 100,664,207 2,557,003 136,696,217 Costs from the issuance of preferred units (4,125) - - (4,125) Cash distributions for dividends - (117,825,613) (3,038,012) (120,863,625) Preferred unit distribution (33,475,007) - - (33,475,007) Units issued to acquire limited partners' interest in consolidated partnerships - - 4,383,468 4,383,468 Units converted for cash - - (110,487) (110,487) Units issued as a result of common stock issued by Regency, net of repurchases - 8,162,261 - 8,162,261 Units exchanged for common stock of Regency - 3,220,453 (3,220,453) - Units issued for acquisition of real estate or investments in real estate partnerships - 43,196 498,688 541,884 Reallocation of limited partners interest - (628,614) 628,614 - -------------- --------------- ---------------- ---------------- Balance at December 31, 2001 $ 375,403,652 1,219,050,856 32,108,191 1,626,562,699 ============== =============== ================ ================
See accompanying notes to consolidated financial statements F-5 REGENCY CENTERS, L.P. Consolidated Statements of Cash Flows For the Years Ended December 31, 2001, 2000 and 1999
2001 2000 1999 ---- ---- ---- Cash flows from operating activities: Net income $ 136,696,217 119,704,435 105,112,145 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization 67,505,587 59,430,262 48,611,519 Deferred loan cost and debt premium amortization 1,136,734 609,107 556,100 Services provided by Regency in exchange for units 8,096,997 4,698,573 3,821,570 Minority interest of limited partners 721,090 2,631,721 2,855,404 Equity in income of investments in real estate partnerships (3,439,397) (3,138,553) (4,687,944) (Gain) loss on sale of operating properties (699,376) (4,506,982) 232,989 Provision for loss on operating properties held for sale 1,595,136 12,995,412 - Changes in assets and liabilities: Tenant receivables (9,304,128) (4,170,897) (12,342,419) Deferred leasing costs (11,691,159) (10,454,805) (5,025,687) Other assets (4,213,411) (4,732,220) 74,863 Tenants' security and escrow deposits 303,740 248,331 1,238,955 Accounts payable and other liabilities (2,650,730) 5,217,507 10,854,775 --------------- --------------- ----------------- Net cash provided by operating activities 184,057,300 178,531,891 151,302,270 --------------- --------------- ----------------- Cash flows from investing activities: Acquisition and development of real estate (332,702,732) (432,545,686) (232,524,318) Proceeds from sale of real estate 142,016,541 165,926,227 76,542,059 Acquisition of Pacific, net of cash acquired - - (9,046,230) Acquistion of partners' interest in investments in real estate partnerships, net of cash acquired 2,416,621 (1,402,371) - Investment in real estate partnerships (45,562,955) (66,890,477) (30,752,019) Capital improvements (15,837,052) (19,134,500) (21,535,961) Proceeds from sale of real estate partnerships 2,967,481 - - Repayment of notes receivable 67,582,696 15,673,125 - Distributions received from investments in real estate partnerships 16,811,892 3,109,586 704,474 --------------- --------------- ----------------- Net cash used in investing activities (162,307,508) (335,264,096) (216,611,995) --------------- --------------- ----------------- Cash flows from financing activities: Net proceeds from the issuance of Regency stock and exchangeable partnership units 65,264 25,276 223,375 Repurchase of Regency stock and corresponding units (155,381) (11,088,419) (54,536,612) Purchase of limited partners' interest in consolidated partnerships - (2,925,158) - Redemption of partnership units (110,487) (1,435,694) (1,620,939) Net distributions to limited partners in consolidated partnerships (5,354,985) (2,418,650) (1,382,298) Distributions to preferred unit holders (33,475,007) (29,601,184) (12,368,403) Cash distributions for dividends (120,863,625) (115,137,413) (100,764,273) Other (distributions) contributions, net - (132,019) (323,206) Net proceeds from fixed rate unsecured notes 239,582,400 159,728,500 249,845,300 (Additional costs) net proceeds from issuance of preferred units (4,125) 91,591,503 205,016,274 (Repayment) proceeds of unsecured line of credit, net (92,000,000) 218,820,690 (142,051,875) Proceeds from notes payable - 18,153,368 445,207 Repayment of notes payable (67,273,620) (112,669,554) (32,534,707) Scheduled principal payments (6,146,318) (6,230,191) (6,085,360) Deferred loan costs (9,148,539) (3,078,398) (4,355,008) --------------- --------------- ----------------- Net cash (used in) provided by financing activities (94,884,423) 203,602,657 99,507,475 --------------- --------------- ----------------- Net (decrease) increase in cash and cash equivalents (73,134,631) 46,870,452 34,197,750 Cash and cash equivalents at beginning of period 100,987,895 54,117,443 19,919,693 --------------- --------------- ----------------- Cash and cash equivalents at end of period $ 27,853,264 100,987,895 54,117,443 =============== =============== =================
F-6 REGENCY CENTERS, L.P. Consolidated Statements of Cash Flows For the Years Ended December 31, 2001, 2000 and 1999 (continued)
2001 2000 1999 ---- ---- ---- Supplemental disclosure of cash flow information - cash paid for interest (net of capitalized interest of approximately $21,195,000, $14,553,000 and $11,029,000 in 2001, 2000 and 1999, respectively) $ 67,546,988 66,261,518 52,914,976 ============ ============== =============== Supplemental disclosure of non-cash transactions: Mortgage loans assumed for the acquisition of real estate $ 8,120,912 19,947,565 402,582,015 ============ ============== =============== Notes receivable taken in connection with sales of development properties $ 33,663,744 66,423,893 15,673,125 ============ ============== =============== Real estate contributed as investment in real estate partnerships $ 12,418,278 4,500,648 - ============ ============== =============== Mortgage loan assumed, exchangeable operating partnership units and common stock issued for the acquisition of partners' interest in real estate partnerships $ 9,754,225 1,287,111 - ============ ============== =============== Exchangeable operating partnership units and common stock issued for investments in real estate partnerships $ - 329,948 1,949,020 ============ ============== =============== Preferred and common stock and exchangeable operating partnership units issued for the acquisition of real estate $ - 103,885 771,351,617 ============ ============== =============== Other liabilities assumed to acquire real estate $ - - 13,897,643 ============ ============== ===============
See accompanying notes to consolidated financial statements F-7 REGENCY CENTERS, L.P. Notes to Consolidated Financial Statements December 31, 2001 1. Summary of Significant Accounting Policies (a) Organization and Principles of Consolidation Regency Centers, L.P. ("RCLP" or "Partnership") is the primary entity through which Regency Centers Corporation ("Regency" or "Company"), a self-administered and self-managed real estate investment trust ("REIT"), conducts all of its business and owns all of its assets. The Partnership was formed in 1996 for the purpose of acquiring certain real estate properties. At December 31, 2001, Regency owns approximately 97% of the outstanding common units of the Partnership. During 2000, Regency transferred all of the assets and liabilities of eighteen shopping centers to the Partnership in exchange for common units. Seventeen of the properties were acquired in 1993, and one was acquired in 1998. Since the Partnership and the eighteen properties are under the common control of Regency, the transfer of the properties has been accounted for at historical cost in a manner similar to a pooling of interests, as if the Partnership had directly acquired the properties at their original acquisition dates. Accordingly, the Partnership's financial statements have been restated to include the assets, liabilities, units issued, and results of operations of the eighteen properties from the date they were acquired. The Partnership's ownership interests are represented by Units, of which there are i) six series of preferred Units, ii) common Units owned by the limited partners and iii) common Units owned by Regency which serves as the general partner. Each outstanding common Unit owned by a limited partner is exchangeable, on a one share per one Unit basis, for the common stock of Regency or for cash at Regency's election. The accompanying consolidated financial statements include the accounts of the Partnership, its wholly owned subsidiaries, and also partnerships in which it has voting control. All significant intercompany balances and transactions have been eliminated in the consolidated financial statements. (b) Revenues The Partnership leases space to tenants under agreements with varying terms. Leases are accounted for as operating leases with minimum rent recognized on a straight-line basis over the term of the lease regardless of when payments are due. Accrued rents are included in tenant receivables. Minimum rent has been adjusted to reflect the effects of recognizing rent on a straight-line basis. Substantially all of the lease agreements contain provisions that provide additional rents based on tenants' sales volume (contingent or percentage rent) or reimbursement of the tenants' share of real estate taxes and certain common area F-8 REGENCY CENTERS, L.P. Notes to Consolidated Financial Statements December 31, 2001 maintenance (CAM) costs. These additional rents are recognized when the tenants achieve the specified targets as defined in the lease agreements. Service operations revenue includes management fees, commission income, and development-related profits from the sales of recently developed real estate properties and land. The Partnership recorded gains from the sales of development properties and land of $28.1, million $25.5 million, and $14.4 million for the years ended December 31, 2001, 2000, and 1999, respectively. Service operations revenue does not include gains or losses from the sale of operating properties previously held for investment which are included in gain or loss on the sale of operating properties. The Partnership accounts for profit recognition on sales of real estate in accordance with FASB Statement No. 66, "Accounting for Sales of Real Estate." In summary, profits from sales will not be recognized by the Partnership unless a sale has been consummated; the buyer's initial and continuing investment is adequate to demonstrate a commitment to pay for the property; the Partnership has transferred to the buyer the usual risks and rewards of ownership; and the Partnership does not have substantial continuing involvement with the property. (c) Real Estate Investments Land, buildings and improvements are recorded at cost. All direct and indirect costs clearly associated with the acquisition, development and construction of real estate projects are capitalized as buildings and improvements. Maintenance and repairs which do not improve or extend the useful lives of the respective assets are reflected in operating and maintenance expense. The property cost includes the capitalization of interest expense incurred during construction based on average outstanding expenditures. Depreciation is computed using the straight-line method over estimated useful lives of up to forty years for buildings and improvements, term of lease for tenant improvements, and three to seven years for furniture and equipment. Operating properties held for sale include properties that no longer meet the Partnership's long-term investment standards, such as expected growth in revenue or market dominance. Once identified and marketed for sale, these properties are segregated on the balance sheet as operating properties held for sale. The Partnership also develops shopping centers and stand-alone retail stores for resale. Once completed, these developments are also included in operating properties held for sale. Operating properties held for sale are carried at the lower of cost or fair value less estimated selling costs. Depreciation and amortization are suspended during the period held for sale. Results from operations from these properties resulted in net income of $10.5 million and $6.8 million for the years ended December 31, 2001 and 2000, respectively. The Partnership reviews its real estate portfolio for value impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. The Partnership determines impairment based upon the difference between estimated sales value (less estimated costs to sell) and net book value. During 2001, the Partnership recorded a provision for loss on one shopping center of $1.6 million due to an anchor tenant bankruptcy and other tenants continuing to vacate the shopping center upon expiration of their leases. During 2000, the F-9 REGENCY CENTERS, L.P. Notes to Consolidated Financial Statements December 31, 2001 Partnership recorded a provision for loss on operating properties held for sale of $13.0 million related to a portfolio of properties under contract for sale that no longer met Regency's long-term investment standards. These properties were classified as operating properties held for sale at December 31, 2000, and depreciation and amortization was suspended. The Partnership reviews its real estate investments for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. The Partnership determines impairment based upon the difference between estimated sales value (less estimated costs to sell) and net book value. During 2001 and 2000, the Partnership recorded a provision for loss on operating properties held for sale of $1.6 million and $13.0 million, respectively. (d) Income Taxes The Partnership is not liable for federal income taxes and each partner reports its allocable share of income and deductions on its respective return; accordingly no provision for income taxes is required in the consolidated financial statements. Regency believes it qualifies and intends to continue to qualify as a REIT under the Internal Revenue Code (the "Code"). As a REIT, Regency 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 in the accompanying consolidated financial statements. Earnings and profits, which determine the taxability of dividends to stockholders, differ from net income reported for financial reporting purposes primarily because of different depreciable lives and cost bases of the shopping centers, and other timing differences. Regency Realty Group, Inc., ("RRG"), a wholly-owned subsidiary of the Partnership is subject to federal and state income taxes and files separate tax returns. RRG had taxable income of $9.8 million, $2.3 million, and $5.0 million for the years ended December 31, 2001, 2000 and 1999, respectively. RRG incurred federal and state income tax of $4.0 million, $0.9 million, and $2.0 million in 2001, 2000 and 1999, respectively, which are included in other expenses. Effective January 1, 2001, the Partnership and RRG jointly elected for RRG to be treated as a Taxable REIT Subsidiary of the Partnership as such term is defined in Section 856(l) of the Code. Such election is not expected to impact the tax treatment of either the Partnership or RRG. At December 31, 2001 and 2000, the net book basis of real estate assets exceeds the tax basis by approximately $109 million and $115 million, respectively, primarily due to the difference between the cost basis of the assets acquired and their carryover basis recorded for tax purposes. The following summarizes the tax status of dividends paid by Regency during the years ended December 31 (unaudited): F-10 2001 2000 1999 ---- ---- ---- Dividend per share $ 2.00 1.92 1.84 Ordinary income 83% 82% 75% Capital gain 3% 5% 2% Return of capital 13% 11% 23% Unrecaptured Section 1250 gain 1% 2% - (e) Deferred Costs Deferred costs include deferred leasing costs and deferred loan costs, net of amortization. Such costs are amortized over the periods through lease expiration or loan maturity. Deferred leasing costs consist of internal and external commissions associated with leasing the Partnership's shopping centers. Net deferred leasing costs were $22.2 million and $15.3 million at December 31, 2001 and 2000, respectively. Deferred loan costs consists of initial direct and incremental costs associated with financing activities. Net deferred loan costs were $12.2 million and $6.0 million at December 31, 2001 and 2000, respectively. (f) Earnings Per Unit Basic net income per unit is computed based upon the weighted average number of common units outstanding during the year. Diluted net income per unit also includes common unit equivalents for stock options, exchangeable operating partnership units, and preferred stock when dilutive. See note 7 for the calculation of earnings per unit. (g) Cash and Cash Equivalents Any instruments which have an original maturity of ninety days or less when purchased are considered cash equivalents. (h) Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires the Partnership's management to make estimates and assumptions that affect the reported amounts of assets and liabilities, and disclosure of contingent assets and liabilities, at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. (i) Stock Option Plan The Partnership applies the provisions of SFAS No. 123, "Accounting for Stock Based Compensation", which allows companies a choice in the method of F-11 accounting for stock options. Entities may recognize as expense over the vesting period the fair value of all stock-based awards on the date of grant or continue to apply the provisions of APB Opinion No. 25 and provide pro forma net income and pro forma earnings per share disclosures for employee stock option grants made as if the fair-value-based method defined in SFAS No. 123 had been applied. APB Opinion No. 25 "Accounting for Stock Issued to Employees" and related interpretations state that compensation expense would be recorded on the date of grant only if the current market price of the underlying stock exceeded the exercise price. The Partnership has elected to continue to apply the provisions of APB Opinion No. 25 and provide the pro forma disclosure provisions of SFAS No. 123. (j) Reclassifications Certain reclassifications have been made to the 2000 and 1999 amounts to conform to classifications adopted in 2001. 2. Acquisitions of Shopping Centers During 2001, the Partnership acquired three grocery-anchored shopping centers for $72.8 million representing 435,720 SF of gross leasable area. On August 3, 2000, the Partnership acquired the non-owned portion of two properties in one joint venture for $2.5 million in cash. The net assets of the joint venture were and continue to be consolidated by the Partnership. Prior to acquiring the non-owned portion, the joint venture partner's interest was reflected as limited partners' interest in consolidated partnerships in the Partnership's financial statements. The 2001 and 2000 acquisitions were accounted for as purchases and as such the results of their operations are included in the consolidated financial statements from the date of the acquisition. None of the acquisitions were significant to the operations of the Partnership in the year in which they were acquired or the year preceding the acquisition. During 2000, the Partnership paid contingent consideration of $5.0 million related to the acquisition of 43 shopping centers and joint ventures acquired during 1998. No additional contingent consideration is due related to any acquisitions of the Partnership. 3. Segments The Partnership was formed, and currently operates, for the purpose of 1) operating and developing Partnership-owned retail shopping centers (Retail segment), and 2) providing services including management fees and commissions earned from third parties, and development related profits and fees earned from the sales of shopping centers, outparcels and build-to-suit properties to third parties (Service operations segment). The Partnership's reportable segments offer different products or services and are managed separately because each requires different strategies and management expertise. There are no inter-segment sales or transfers. F-12 REGENCY CENTERS, L.P. Notes to Consolidated Financial Statements December 31, 2001 3. Segments (continued) The Partnership assesses and measures operating results starting with net operating income for the Retail segment and revenues for the Service operations segment and converts such amounts into a performance measure referred to as Funds From Operations ("FFO"). The operating results for the individual retail shopping centers have been aggregated since all of the Partnership's shopping centers exhibit highly similar economic characteristics as neighborhood shopping centers, and offer similar degrees of risk and opportunities for growth. FFO as defined by the National Association of Real Estate Investment Trusts consists of net income (computed in accordance with generally accepted accounting principles) excluding gains (or losses) from debt restructuring and sales of income- producing property held for investment, plus depreciation and amortization of real estate, and adjustments for unconsolidated investments in real estate partnerships and joint ventures. The Partnership further adjusts FFO by distributions made to holders of Units and preferred stock that results in a diluted FFO amount. The Partnership considers diluted FFO to be the industry standard for reporting the operations of REITs. Adjustments for investments in real estate partnerships are calculated to reflect diluted FFO on the same basis. While management believes that diluted FFO is the most relevant and widely used measure of the Partnership's performance, such amount does not represent cash flow from operations as defined by accounting principles generally accepted in the United States of America, should not be considered an alternative to net income as an indicator of the Partnership's operating performance, and is not indicative of cash available to fund all cash flow needs. Additionally, the Partnership's calculation of diluted FFO, as provided below, may not be comparable to similarly titled measures of other REITs. 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 years ended December 31, 2001, 2000, and 1999. Assets not attributable to a particular segment consist primarily of cash and deferred costs.
2001 2000 1999 ---- ---- ---- Revenues: Retail segment $ 357,054,770 334,357,007 283,647,445 Service operations segment 31,494,739 27,226,411 18,239,486 ------------------ ---------------- ---------------- Total revenues $ 388,549,509 361,583,418 301,886,931 ================== ================ ================ Funds from Operations: Retail segment net operating income $ 268,779,543 256,567,786 215,956,386 Service operations segment income 31,494,739 27,226,411 18,239,486 Adjustments to calculate diluted FFO: Interest expense (74,416,416) (71,970,783) (60,067,007) Interest income 5,577,487 4,807,711 2,196,954 General and administrative and other (24,917,323) (21,869,295) (19,746,751) Non-real estate depreciation (2,194,623) (1,459,326) (1,003,092) Minority interest of limited partners (721,090) (2,631,721) (2,855,404) F-13 REGENCY CENTERS, L.P. Notes to Consolidated Financial Statements December 31, 2001 2001 2000 1999 ---- ---- ---- Gain on sale of operating properties including depreciation on developments sold (1,692,843) (3,082,625) 232,989 Minority interest in depreciation and amortization (228,320) (481,184) (584,048) Share of joint venture depreciation and amortization 750,470 1,287,793 987,912 Distributions on preferred units (33,475,007) (29,601,184) (12,368,403) ------------------ ---------------- ---------------- Funds from Operations - diluted 168,956,617 158,793,583 140,989,022 ------------------ ---------------- ---------------- Reconciliation to net income for common unitholders: Real estate related depreciation and amortization (65,310,964) (57,970,936) (47,608,427) Minority interest in depreciation and amortization 228,320 481,184 584,048 Share of joint venture depreciation and amortization (750,470) (1,287,793) (987,912) Provision for loss on operating properties held for sale (1,595,136) (12,995,412) - Gain (loss) on sale of operating properties 1,692,843 3,082,625 (232,989) ------------------ ---------------- ---------------- Net income available for common unitholders $ 103,221,210 90,103,251 92,743,742 ================== ================ ================ Assets (in thousands): Retail segment $ 2,631,592 2,454,476 2,463,639 Service operations segment 403,142 447,929 123,233 Cash and other assets 74,580 132,739 68,064 ------------------ ---------------- ---------------- Total assets $ 3,109,314 3,035,144 2,654,936 ================== ================ ================
4. Investments in Real Estate Partnerships The Partnership accounts for all investments in which it owns 50% or less and does not have controlling financial interest using the equity method. The Partnership's combined investment in these partnerships was $75.2 million and $85.2 million at December 31, 2001 and 2000, respectively. Net income is allocated to the Partnership in accordance with the respective partnership agreements. The Partnership has a 20% equity interest in Columbia Regency Retail Partners, LLC ("Columbia"), a joint venture with Columbia PERFCO Partners, L.P. ("PERFCO") that was formed for the purpose of investing in retail shopping centers. During 2001, Columbia acquired two shopping centers from the Partnership for $32.3 million, acquired two shopping centers from unaffiliated sellers for $42.0 million, and acquired three shopping centers from PERFCO for $73.4 million. During 2001 and 2000, the Partnership recognized gains on the sale of shopping centers to Columbia of $1.0 million and $3.7 million, respectively, which represents gain recognition on only that portion of Columbia not owned by the Partnership, and received net proceeds of $24.9 million and $40.5 F-14 REGENCY CENTERS, L.P. Notes to Consolidated Financial Statements December 31, 2001 million, respectively. The gains are included in service operations revenue as development property gains. The Partnership has a 25% equity interest in Macquarie CountryWide-Regency, LLC, ("MCWR") a joint venture with an affiliate of Macquarie CountryWide Trust of Australia, a Sydney, Australia-based property trust focused on investing in grocery-anchored shopping centers. During 2001, MCWR acquired five shopping centers from the Partnership for $36.7 million. During 2001, the Partnership recognized gains on the sale of shopping centers to MCWR of $1.8 million, which represents gain recognition on only that portion of MCWR not owned by the Partnership, and received net proceeds of $27.8 million. The Partnership recognized gains of $1.3 million from the sale of development properties which are included in service operations revenue as development property gains. The Partnership also recognized gains of $0.5 million from the sale of operating properties previously held for investment which are included in gains on sale of operating properties. With the exception of Columbia and MCWR, both of which intend to continue expanding their investment in shopping centers, the investments in real estate partnerships represent single asset entities formed for the purpose of developing or owning a retail shopping center. The Partnership's investments in real estate partnerships as of December 31 2001 and 2000 consist of the following (in thousands):
Ownership 2001 2000 --------- ---- ---- Columbia Regency Retail Partners, LLC 20% $ 31,092 4,817 Macquarie CountryWide-Regency, LLC 25% 4,180 - OTR/Regency Texas Realty Holdings, L.P. 30% 16,590 16,277 Regency Ocean East Partnership, L.P. 25% 2,783 2,129 RRG-RMC Tracy, LLC 50% 12,339 6,663 Tinwood, LLC 50% 7,177 4,124 GME/RRG I, LLC 50% 1,069 - K & G/Regency II, LLC 50% - 6,618 Regency/DS Ballwin, LLC 50% - 19,064 T & M Shiloh Development Company 50% - 11,310 R & KS Dell Range Development, LLC 50% - 8,839 M & KS Woodman Development, LLC 50% - 4,520 R & KS Aspen Park Development, LLC 50% 837 - ----------- ------------ $ 75,230 85,198 =========== ============
F-15 REGENCY CENTERS, L.P. Notes to Consolidated Financial Statements December 31, 2001 4. Investments in Real Estate Partnerships (continued) Summarized financial information for the unconsolidated investments on a combined basis, is as follows (in thousands):
December 31, December 31, 2001 2000 ---- ---- Balance Sheets: Investment property, net $ 286,096 148,945 Other assets 8,581 9,123 ------------------- ------------------ Total assets $ 294,677 158,068 =================== ================== Notes payable and other debt $ 67,489 14,323 Other liabilities 5,983 25,105 Equity and partner's capital 221,205 118,640 ------------------- ------------------ Total liabilities and equity $ 294,677 158,068 =================== ==================
The revenues and expenses are summarized as follows for the years ended December 31, 2001, 2000 and 1999:
2001 2000 1999 ---- ---- ---- Statements of Operations: Total revenues $ 26,896 19,235 16,208 Total expenses 14,066 13,147 8,501 ------------ -------------- ------------ Net income $ 12,830 6,088 7,707 ============ ============== ============
Unconsolidated partnerships and joint ventures had mortgage loans payable of $67.5 million at December 31, 2001 and the Partnership's proportionate share of these loans was $14.7 million. $62.5 million of the mortgage loans payable are non-recourse and contain no other provisions that would result in a contingent liability to the Partnership. The Partnership is the guarantor of a $5.0 million mortgage loan for Regency Ocean East Partnership, L.P. 5. Notes Payable and Unsecured Line of Credit The Partnership's outstanding debt at December 31, 2001 and 2000 consists of the following (in thousands):
2001 2000 ---- ---- Notes Payable: Fixed rate mortgage loans $ 240,091 270,491 Variable rate mortgage loans 21,691 40,640 Fixed rate unsecured loans 760,939 529,941 -------------- --------------- Total notes payable 1,022,721 841,072 Unsecured line of credit 374,000 466,000 -------------- --------------- Total $ 1,396,721 1,307,072 ============== ===============
F-16 REGENCY CENTERS, L.P. Notes to Consolidated Financial Statements December 31, 2001 5. Notes Payable and Unsecured Line of Credit (continued) On April 30, 2001, the Partnership modified the terms of its line of credit (the "Line") by reducing the commitment to $600 million, reducing the interest rate spread from 1.0% to .85% and extending the maturity date to April 2004. Interest rates paid on the Line at December 31, 2001 and 2000 were based on LIBOR plus .85% and 1.0% or 2.913% and 7.875%, respectively. The spread that the Partnership pays on the Line is dependent upon maintaining specific investment grade ratings. The Partnership 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. Subsequent to December 31, 2001, the Partnership paid down the Line using the net proceeds of an unsecured debt offering for $250 million completed on January 15, 2002. The notes have a fixed interest rate of 6.75%, were priced at 99.850%, are due on January 15, 2012 and are guaranteed by Regency. On December 12, 2001, the Partnership completed a $20 million unsecured debt offering with an interest rate of 7.25%. The notes were priced at 99.375%, are due on December 12, 2011 and are guaranteed by Regency. On January 22, 2001, the Partnership completed a $220 million unsecured debt offering with an interest rate of 7.95%. The notes were priced at 99.867%, are due on January 15, 2011 and are guaranteed by Regency. The net proceeds of the offerings were used to reduce the balance of the Line. On December 15, 2000, the Partnership completed a $10 million unsecured private debt offering with an interest rate of 8.0%. The notes were priced at 99.375%, are due on December 15, 2010 and are guaranteed by Regency. On August 29, 2000, the Partnership completed a $150 million unsecured debt offering with an interest rate of 8.45%. The notes were priced at 99.819%, are due on September 1, 2010 and are guaranteed by Regency. The net proceeds of the offerings were used to reduce the balance of the Line. Mortgage loans are secured by certain real estate properties, and may be prepaid, but could be subject to a yield-maintenance premium. Mortgage loans are generally due in monthly installments of interest and principal and mature over various terms through 2019. Variable interest rates on mortgage loans are currently based on LIBOR plus a spread in a range of 125 basis points to 175 basis points. Fixed interest rates on mortgage loans range from 6.82% to 9.5%. As of December 31, 2001, scheduled principal repayments on notes payable and the Line were as follows (in thousands): F-17 REGENCY CENTERS, L.P. Notes to Consolidated Financial Statements December 31, 2001
Scheduled Principal Term Loan Total Scheduled Payments by Year Payments Maturities Payments -------------------------- -------------- --------------- --------------- 2002 $ 5,051 44,083 49,134 2003 4,803 22,863 27,666 2004 (includes the Line) 5,185 585,829 591,014 2005 4,011 148,029 152,040 2006 3,578 24,089 27,667 Beyond 5 Years 29,422 511,933 541,355 Unamortized debt premiums - 7,845 7,845 -------------- --------------- --------------- Total $ 52,050 1,344,671 1,396,721 ============== =============== ===============
The fair value of the Partnership's notes payable and Line are estimated based on the current rates available to the Partnership 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. Fixed rate loans assumed in connection with real estate acquisitions are recorded in the accompanying financial statements at fair value. Based on the borrowing rates currently available to the Partnership for loans with similar terms and average maturities, the fair value of long-term debt is $1.43 billion. 6. Regency's Stockholders' Equity and Partners' Capital Allocation of profits and losses and distributions to unitholders are made in accordance with the partnership agreement. Distributions to Limited Partners are made in the same amount as the dividends declared and paid on Regency common stock. Distributions to the General Partner are made at the General Partner's discretion. The Partnership has issued Cumulative Redeemable Preferred Units ("Preferred Units") in various amounts since 1998. The proceeds from such transactions are the primary source of capital from which the Partnership acquires and develops new real estate. The issues were sold primarily to institutional investors in private placements for $100.00 per unit. The Preferred Units, which may be called by the Partnership at par after certain dates, have no stated maturity or mandatory redemption, and pay a cumulative, quarterly dividend at fixed rates. At any time after 10 years from the date of issuance, the Preferred Units may be exchanged for Cumulative Redeemable Preferred Stock ("Preferred Stock") at an exchange rate of one share for one unit. The Preferred Units and the related Preferred Stock are not convertible into common stock of Regency. The net proceeds of these offerings were used to reduce the Line. At December 31, 2001 and 2000 the face value of total preferred units issued was $384 million with an average fixed distribution rate of 8.72%. F-18 REGENCY CENTERS, L.P. Notes to Consolidated Financial Statements December 31, 2001 Terms and conditions of the Preferred Units are summarized as follows:
Units Issue Issuance Distribution Callable Redeemable Series Issued Price Amount Rate by Partnership by Unitholder ----------------------------------------------------------------------------------------------------------------------- Series A 1,600,000 $ 50.00 $ 80,000,000 8.125% 06/25/03 06/25/08 Series B 850,000 100.00 85,000,000 8.750% 09/03/04 09/03/09 Series C 750,000 100.00 75,000,000 9.000% 09/03/04 09/03/09 Series D 500,000 100.00 50,000,000 9.125% 09/29/04 09/29/09 Series E 700,000 100.00 70,000,000 8.750% 05/25/05 05/25/10 Series F 240,000 100.00 24,000,000 8.750% 09/08/05 09/08/10 ----------------- ------------- 4,640,000 $ 384,000,000 ============= =================
During 2000, the remaining Series 1 preferred stock was converted into 537,107 shares of Series 2 preferred stock. Series 2 preferred stock is convertible into common stock on a one-for-one basis. The Series 2 preferred shares are entitled to quarterly dividends in an amount equal to the common dividend and are cumulative. Regency may redeem the preferred stock any time after October 20, 2010 at a price of $20.83 per share, plus all accrued but unpaid dividends. During 1999, the Board of Directors authorized the repurchase of approximately $65 million of Regency's outstanding shares through periodic open market transactions or privately negotiated transactions. At March 31, 2000, Regency had completed the program by purchasing 3.25 million shares. On June 11, 1996, Regency entered into a Stockholders Agreement with a subsidiary of Security Capital Group Incorporated ("SCG") granting it certain rights such as purchasing common stock, nominating representatives to Regency's Board of Directors, and subjecting SCG to certain restrictions including voting and ownership restrictions. On December 14, 2001, SCG entered into a definitive agreement with GE Capital whereby GE Capital will acquire all of the outstanding shares of SCG. Security Capital owns approximately 59.5% of the outstanding common stock of Regency; however, its ability to exercise voting control over these shares is limited by the Stockholders Agreement by and among Regency, Security Capital Holdings S.A., Security Capital U.S. Realty and The Regency Group, Inc. dated as of July 10, 1996, as amended, including amendments to reflect Security Capital's purchase of Security Capital Holdings S.A. and the shareholder approval of the liquidation of Security Capital U.S. Realty (as amended, the "Stockholders Agreement"). F-19 REGENCY CENTERS, L.P. Notes to Consolidated Financial Statements December 31, 2001 The Stockholders Agreement provides that Security Capital will vote all of its shares of Regency in accordance with the recommendations of Regency's board of directors or proportionally in accordance with the votes of the other holders of Regency common stock. This broad voting restriction is subject to a limited qualified exception pursuant to which Security Capital can vote its shares of Regency in its sole and absolute discretion with regard to amendments to Regency's charter or by-laws that would materially adversely affect Security Capital and with regard to "Extraordinary Transactions" (which include mergers consolidations, sale of a material portion of Regency's assets, issuances of securities in an amount which requires a shareholder vote and other similar transactions out of the ordinary course of business). However, the limited exception is itself further qualified. Even with respect to charter and by-law amendments and Extraordinary Transactions, Security Capital may only vote shares representing ownership of 49% of the outstanding Regency common stock at its discretion, any shares owned by Security Capital in excess of 49% must be voted in accordance with the recommendations of Regency's board of directions or proportionally in accordance with the votes of the other holders of Regency common stock. With regard to Extraordinary Transactions which require a 2/3rds vote (i.e. where Security Capital could block the outcome if it voted 49% of the stock), Security Capital may only vote shares representing ownership of 32% of the outstanding Regency common stock. Security Capital may vote its shares to elect a certain number of nominees to the Regency board of directors, however this right is similarly limited. Security Capital has the right to nominate the greater of three directors or the number of directors proportionate to its ownership, however Security Capital may not nominate more than 49% of the Regency board of directors. The effect of these limitations is such that notwithstanding the fact that Security Capital owns more than a majority of the currently outstanding shares of Regency common stock, Security Capital may not, in compliance with the Stockholders Agreement, exercise voting control with respect to more than 49% of the outstanding shares of Regency (and may vote those shares in its discretion only with respect to the limited matters listed above). On December 14, 2001 Security Capital entered into an agreement with GE Capital pursuant to which, assuming consummation, an indirect wholly owned subsidiary of GE Capital will be merged with and into Security Capital with Security Capital surviving as an indirect wholly owned subsidiary of GE Capital. Assuming that Security Capital continues in existence following its acquisition by GE Capital, Regency believes that the Stockholders' Agreement will remain in full force and effect; however, Regency is not a party to any of the agreements between Security Capital and GE Capital. F-20 REGENCY CENTERS, L.P. Notes to Consolidated Financial Statements December 31, 2001 7. Earnings Per Unit The following summarizes the calculation of basic and diluted earnings per unit for the years ended December 31, 2001, 2000 and 1999 (in thousands except per unit data):
2001 2000 1999 ------------- -------------- -------------- Basic Earnings Per Unit (EPU) Calculation: ------------------------------------------ Weighted average common units outstanding 59,058 58,605 55,498 ============= ============== ============== Net income for common unitholders $ 103,221 90,103 92,744 Less: dividends paid on Class B common stock, Series l and Series 2 preferred stock 2,965 2,817 3,654 ------------- -------------- -------------- Net income for Basic and Diluted EPU $ 100,256 87,286 89,090 ============= ============== ============== Basic EPU $ 1.70 1.49 1.61 ============= ============== ============== Diluted Earnings Per Unit (EPU) Calculation ------------------------------------------- Weighted average units outstanding for Basic EPU 59,058 58,605 55,498 Incremental units to be issued under common stock options using the Treasury method 216 54 4 ------------- -------------- -------------- Total diluted units 59,274 58,659 55,502 ============= ============== ============== Diluted EPU $ 1.69 1.49 1.61 ============= ============== ============== The Series 2 Preferred stock dividends are deducted from net income in computing earnings per unit since the properties acquired with these preferred shares were contributed to the Partnership. Accordingly, the payment of Series 2 Preferred stock dividends are deemed to be preferential to the distributions made to common unitholders.
F-21 REGENCY CENTERS, L.P. Notes to Consolidated Financial Statements December 31, 2001 8. Long-Term Stock Incentive Plans Regency is committed to contribute to the Partnership all proceeds from the exercise of options or other stock-based awards granted under Regency's Stock Option and Incentive Plan. Regency's ownership in the Partnership will be increased based on the amount of proceeds contributed to the Partnership. Regency has a Long-Term Omnibus Plan (the "Plan") pursuant to which the Board of Directors may grant stock and stock options to officers, directors and other key employees. The Plan provides for the issuance of up to 12% of Regency's common shares outstanding not to exceed 8.5 million shares. Stock options are granted with an exercise price equal to the stock's fair market value at the date of grant. All stock options granted have ten year terms, and contain vesting terms of one to five years from the date of grant. At December 31, 2001, there were approximately 1.2 million shares available for grant under the Plan. The per share weighted-average fair value of stock options granted during 2001 and 2000 was $2.32 and $2.18 on the date of grant using the Black Scholes option-pricing model with the following weighted-average assumptions: 2001 - expected dividend yield 7.3%, risk-free interest rate of 5.2%, expected volatility 20%, and an expected life of 6.0 years; 2000 - expected dividend yield 8.1%, risk-free interest rate of 6.7%, expected volatility 20%, and an expected life of 6.0 years. Regency applies APB Opinion No. 25 in accounting for its Plan and, accordingly, no compensation cost has been recognized for its stock options in the consolidated financial statements. Had the Partnership determined compensation cost based on the fair value at the grant date for its stock options under SFAS No. 123, the Partnership's net income for common unitholders would have been reduced to the pro forma amounts indicated below (in thousands except per unit data):
Net income for common unitholders 2001 2000 1999 ------------------ ---- ---- ---- As reported: $ 103,221 90,103 92,744 Net income per unit: Basic $ 1.70 1.49 1.61 Diluted $ 1.69 1.49 1.61 Pro forma: $ 102,298 89,173 90,591 Net income per unit: Basic $ 1.68 1.47 1.57 Diluted $ 1.68 1.47 1.57
F-22 REGENCY CENTER, L.P. Notes to Consolidated Financial Statements December 31, 2001 8. Long-Term Stock Incentive Plans (continued) Stock option activity during the periods indicated is as follows:
Weighted Number of Average Shares Exercise Price ----------------- -------------------- Outstanding, December 31, 1998 1,708,577 $ 24.71 ----------------- -------------------- Granted 860,767 20.70 Pacific merger 1,251,719 24.24 Forfeited (87,395) 25.69 Exercised (4,000) 17.88 ----------------- -------------------- Outstanding, December 31, 1999 3,729,668 23.61 ----------------- -------------------- Granted 52,924 21.59 Forfeited (170,798) 25.52 Exercised (21,017) 21.69 ----------------- -------------------- Outstanding, December 31, 2000 3,590,777 23.50 ----------------- -------------------- Granted 591,614 25.01 Forfeited (79,009) 24.11 Exercised (420,420) 21.62 ----------------- -------------------- Outstanding, December 31, 2001 3,682,962 $ 23.94 ================= ====================
The following table presents information regarding all options outstanding at December 31, 2001:
Weighted Average Weighted Number of Remaining Range of Average Options Contractual Exercise Exercise Outstanding Life Prices Price -------------------------------------------------------------------------------------------- 1,751,862 7.13 $ 16.75 - 24.69 $ 21.92 1,931,100 6.01 25.00 - 27.69 25.77 -------------------------------------------------------------------------------------------- 3,682,962 6.54 $ 16.75 - 27.69 $ 23.94 ============================================================================================
F-23 REGENCY CENTERS, L.P. Notes to Consolidated Financial Statements December 31, 2001 8. Long-Term Stock Incentive Plans (continued) The following table presents information regarding options currently exercisable at December 31, 2001: Weighted Number of Range of Average Options Exercise Exercise Exercisable Prices Price -------------------------------------------------------------------------------- 1,029,944 $ 16.75 - 24.69 $ 22.14 1,564,115 25.00 - 27.69 25.67 -------------------------------------------------------------------------------- 2,594,059 $ 16.75 - 27.69 $ 24.27 ================================================================================ Also as part of the Plan, officers and other key employees have received loans to purchase stock with market rates of interest, have been granted restricted stock, and have been granted dividend equivalents. During 2001, 2000, and 1999, the Partnership charged $6.0 million, $3.4 million, and $1.0 million, respectively, to income on the consolidated statements of operations related to the Plan. 9. Operating Leases The Partnership's properties are leased to tenants under operating leases with expiration dates extending to the year 2037. Future minimum rents under noncancelable operating leases as of December 31, 2001, excluding tenant reimbursements of operating expenses and excluding additional contingent rentals based on tenants' sales volume are as follows (in thousands): Year Ending December 31, Amount --------------------------------------------------------------- 2002 $ 266,670 2003 260,209 2004 230,431 2005 200,167 2006 162,290 Thereafter 112,409 ----------------- Total $ 1,232,176 ================= The shopping centers' tenant base includes primarily national and regional supermarkets, drug stores, discount department stores and other retailers and, consequently, the credit risk is concentrated in the retail industry. There were no tenants that individually represented 10% or more of the Partnership's combined minimum rent. F-24 REGENCY CENTERS, L.P. Notes to Consolidated Financial Statements December 31, 2001 10. Contingencies The Partnership, like others in the commercial real estate industry, is subject to numerous environmental laws and regulations. The operation of dry cleaning plants at the Partnership's shopping centers is the principal environmental concern. The Partnership believes that the tenants who operate these plants do so in accordance with current laws and regulations and has established procedures to monitor their operations. Additionally, the Partnership uses all legal means to cause tenants to remove dry cleaning plants from its shopping centers. Where available, the Partnership has applied and been accepted into state- sponsored environmental programs. The Partnership has a blanket environmental insurance policy that covers it against third party liabilities and remediation costs on shopping centers that currently have no known environmental contamination. The Partnership has also placed environmental insurance on specific properties with known contamination in order to mitigate its environmental risk. Management believes that the ultimate disposition of currently known environmental matters will not have a material effect on the financial position, liquidity, or operations of the Partnership. At December 31, 2001 and 2000, the Partnership had recorded environmental liabilities of $1.8 million and $2.1 million, respectively. 11. Market and Dividend Information (Unaudited) Regency's common stock is traded on the New York Stock Exchange ("NYSE") under the symbol "REG". Regency currently has approximately 4,000 shareholders. The following table sets forth the high and low prices and the cash dividends declared on Regency's common stock by quarter for 2001 and 2000:
2001 2000 ------------------------------------------- --------------------------------------------- Cash Cash Quarter High Low Dividends High Low Dividends Ended Price Price Declared Price Price Declared ----------------------------------------------------------------------------------------------------------------------- March 31 $ 25.0000 22.6250 .50 20.9375 18.3125 .48 June 30 25.5600 23.0000 .50 23.7500 19.2500 .48 September 30 26.3500 22.7200 .50 24.0000 21.2500 .48 December 31 27.7500 24.5100 .50 24.0625 20.7500 .48
F-25 REGENCY CENTERS, L.P. Notes to Consolidated Financial Statements December 31, 2001 12. Summary of Quarterly Financial Data (Unaudited) Presented below is a summary of the consolidated quarterly financial data for the years ended December 31, 2001 and 2000 (amounts in thousands, except per unit data):
First Second Third Fourth Quarter Quarter Quarter Quarter 2001: Revenues $ 92,992 95,270 97,717 102,570 Net income for common unitholders 23,706 24,967 27,329 27,219 Net income per unit: Basic .39 .41 .45 .45 Diluted .39 .41 .45 .45 2000: Revenues $ 81,202 86,263 92,638 101,480 Net income for common unitholders 23,008 16,615 25,243 25,237 Net income per unit: Basic .38 .27 .42 .42 Diluted .38 .27 .42 .42
F-26 Independent Auditors' Report On Financial Statement Schedule The Unitholders of Regency Centers, L.P. and the Board of Directors of Regency Centers Corporation Under date of January 31, 2002, we reported on the consolidated balance sheets of Regency Centers, L.P. as of December 31, 2001 and 2000, and the related consolidated statements of operations, changes in partners' capital, and cash flows for each of the years in the three-year period ended December 31, 2001, as contained in the annual report on Form 10-K for the year 2001. In connection with our audits of the aforementioned consolidated financial statements, we also audited the related financial statement schedule as listed in the accompanying index on page F-1 of the annual report on Form 10-K for the year 2001. This financial statement schedule is the responsibility of the Partnership's management. Our responsibility is to express an opinion on the financial statement schedule based on our audits. In our opinion, the related financial statement schedule, when considered in relation to the basic consolidated financial statements taken as a whole, presents fairly, in all material respects, the information set forth therein. /s/ KPMG LLP KPMG LLP Jacksonville, Florida January 31, 2002 S-1 REGENCY CENTERS CORPORATION Combined Real Estate and Accumulated Depreciation December 31, 2001
Initial Cost Cost Total Cost ------------------------------- Capitalized --------------------------------- Building & Subsequent to Building & Land Improvements Acquisition Land Improvements -------------- -------------------------------- --------------- ----------------- ANASTASIA SHOPPING PLAZA 1,072,451 3,617,493 368,141 1,072,451 3,985,634 ARAPAHO VILLAGE 837,148 8,031,688 277,463 837,148 8,309,151 ASHFORD PLACE 2,803,998 9,943,994 (403,272) 2,583,998 9,760,722 AVENTURA SHOPPING CENTER 2,751,094 9,317,790 549,869 2,751,094 9,867,659 BECKETT COMMONS 1,625,242 5,844,871 2,351,281 1,625,242 8,196,152 BENEVA VILLAGE SHOPS 2,483,547 8,851,199 342,568 2,483,547 9,193,767 BENT TREE PLAZA 1,927,712 6,659,082 10,197 1,927,712 6,669,279 BERKSHIRE COMMONS 2,294,960 8,151,236 186,294 2,294,960 8,337,530 BETHANY PARK PLACE 4,604,877 5,791,750 325 4,604,877 5,792,075 BLOOMINGDALE 3,861,759 14,100,891 409,899 3,861,759 14,510,790 BLOSSOM VALLEY 7,803,568 10,320,913 164,465 7,803,568 10,485,378 BOLTON PLAZA 2,660,227 6,209,110 1,512,090 2,634,664 7,746,763 BONNERS POINT 859,854 2,878,641 259,800 859,854 3,138,441 BOULEVARD CENTER 3,659,040 9,658,227 417,212 3,659,040 10,075,439 BOYNTON LAKES PLAZA 2,783,000 10,043,027 1,323,853 2,783,000 11,366,880 BRIARCLIFF LA VISTA 694,120 2,462,819 611,727 694,120 3,074,546 BRIARCLIFF VILLAGE 4,597,018 16,303,813 7,877,881 4,597,018 24,181,694 BRISTOL WARNER 5,000,000 11,997,016 681,343 5,000,000 12,678,359 BROOKVILLE PLAZA 1,208,012 4,205,994 (5,414,006) - - BUCKHEAD COURT 1,737,569 6,162,941 1,722,211 1,627,569 7,995,152 BUCKLEY SQUARE 2,970,000 5,126,240 54,342 2,970,000 5,180,582 CAMBRIDGE SQUARE 792,000 2,916,034 1,346,535 792,000 4,262,569 CARMEL COMMONS 2,466,200 8,903,187 2,059,224 2,466,200 10,962,411 CARRIAGE GATE 740,960 2,494,750 1,699,361 740,960 4,194,111 CASA LINDA PLAZA 4,515,000 30,809,330 201,630 4,515,000 31,010,960 CASCADE PLAZA 3,023,165 10,694,460 (13,717,625) - - CENTER OF SEVEN SPRINGS 1,737,994 6,290,048 (2,204,701) - - CHAMPIONS FOREST 2,665,875 8,678,603 107,282 2,665,875 8,785,885 CHASEWOOD PLAZA 1,675,000 11,390,727 6,411,513 2,476,486 17,000,754 CHERRY GROVE 3,533,146 12,710,297 1,978,777 3,533,146 14,689,074 CHERRY PARK MARKET 2,400,000 16,162,934 482,700 2,400,000 16,645,634 CHEYENNE MEADOWS 1,601,425 7,700,084 59,705 1,601,425 7,759,789 CITY VIEW SHOPPING CENTER 1,207,204 4,341,304 118,113 1,207,204 4,459,417 COLUMBIA MARKETPLACE 1,280,158 4,285,745 524,243 1,280,158 4,809,988 COOPER STREET 2,078,891 10,682,189 38,749 2,078,891 10,720,938 COSTA VERDE 12,740,000 25,261,188 333,894 12,740,000 25,595,082 COUNTRY CLUB 1,105,201 3,709,452 220,323 1,105,201 3,929,775 COUNTRY CLUB CALIF 3,000,000 11,657,200 103,854 3,000,000 11,761,054 COURTYARD SHOPPING CENTER 1,761,567 4,187,039 (82,028) 5,866,578 - CREEKSIDE PHASE II 390,802 1,397,415 380,052 370,527 1,797,742 CROMWELL SQUARE 1,771,892 6,285,288 435,854 1,771,892 6,721,142 CROSSROADS 3,513,903 2,595,055 - 3,513,903 2,595,055 CUMMING 400 2,374,562 8,420,776 669,944 2,374,562 9,090,720 DELK SPECTRUM 2,984,577 11,048,896 39,927 2,984,577 11,088,823 DELL RANGE 2,209,280 8,439,212 - 2,209,280 8,439,212 DIABLO PLAZA 5,300,000 7,535,866 270,586 5,300,000 7,806,452 DUNWOODY HALL 1,819,209 6,450,922 5,163,877 2,521,838 10,912,170 DUNWOODY VILLAGE 2,326,063 7,216,045 2,556,687 2,326,063 9,772,732 EAST POINTE 1,868,120 6,742,983 1,000,605 2,634,366 6,977,342 EAST PORT PLAZA 3,257,023 11,611,363 (1,910,245) - - EL CAMINO 7,600,000 10,852,428 365,611 7,600,000 11,218,039 EL NORTE PARKWAY PLA 2,833,510 6,332,078 115,592 2,833,510 6,447,670 ENCINA GRANDE 5,040,000 10,378,539 175,081 5,040,000 10,553,620 ENSLEY SQUARE 915,493 3,120,928 (978,912) 915,493 2,142,016 EVANS CROSSING 1,468,743 5,123,617 1,563,158 1,696,319 6,459,199 FLEMING ISLAND 3,076,701 6,291,505 3,780,320 3,076,701 10,071,825 FRANKLIN SQUARE 2,584,025 9,379,749 1,670,400 2,584,025 11,050,149 FRIARS MISSION 6,660,000 27,276,992 55,244 6,660,000 27,332,236 GARDEN SQUARE 2,073,500 7,614,748 506,090 2,136,135 8,058,203 GARNER FESTIVAL 5,591,099 19,897,197 1,795,998 5,591,099 21,693,195 GLENWOOD VILLAGE 1,194,198 4,235,476 258,767 1,194,198 4,494,243 HAMPSTEAD VILLAGE 2,769,901 6,379,103 1,081,711 3,844,152 6,386,563 HANCOCK CENTER 8,231,581 24,248,620 1,354,290 8,231,581 25,602,910 HARPETH VILLAGE FIELDSTONE 2,283,874 5,559,498 3,746,115 2,283,874 9,305,613 HARWOOD HILLS VILLAGE 2,852,704 8,996,133 402,233 2,852,704 9,398,366 HEBRON PARK 1,887,281 5,375,951 (7,263,232) - - HERITAGE LAND 12,390,000 - - 12,390,000 - HERITAGE PLAZA - 23,675,957 728,785 - 24,404,742 HIGHLAND SQUARE 2,615,250 9,359,722 9,690,217 3,375,950 18,289,239 HILLCREST VILLAGE 1,600,000 1,797,686 18,506 1,600,000 1,816,192 HILLSBORO MARKET CENTER 260,420 2,982,137 - 260,420 2,982,137 S-2 Initial Cost Cost Total Cost ------------------------------- Capitalized --------------------------------- Building & Subsequent to Building & Land Improvements Acquisition Land Improvements -------------- -------------------------------- --------------- ----------------- HINSDALE LAKE COMMONS 4,217,840 15,039,854 1,674,017 5,729,008 15,202,703 HYDE PARK 9,240,000 33,340,181 2,958,552 9,735,102 35,803,631 INGLEWOOD PLAZA 1,300,000 1,862,406 161,567 1,300,000 2,023,973 JACKSON CREEK CROSSING 2,999,482 6,476,151 - 2,999,482 6,476,151 JAMES CENTER 2,706,000 9,451,497 7,483,181 - - KELLER TOWN CENTER 2,293,527 12,239,464 - 2,293,527 12,239,464 KERNERSVILLE PLAZA 1,741,562 6,081,020 538,639 1,741,562 6,619,659 KINGS CROSSING (SUN CITY) 2,349,602 4,599,101 (6,948,703) - - KINGSDALE SHOPPING CENTER 3,866,500 14,019,614 5,404,459 4,027,691 19,262,882 LAGRANGE MARKETPLACE 983,923 3,294,003 133,933 983,923 3,427,936 LAKE MERIDIAN 6,510,000 12,121,889 347,623 6,510,000 12,469,512 LAKE PINE PLAZA 2,008,110 6,908,986 612,580 2,008,110 7,521,566 LAKESHORE VILLAGE 1,617,940 5,371,499 66,583 1,617,940 5,438,082 LEETSDALE MARKETPLACE 3,420,000 9,933,701 13,863 3,420,000 9,947,564 LITTLETON SQUARE 2,030,000 8,254,964 23,083 2,030,000 8,278,047 LLOYD KING CENTER 1,779,180 8,854,803 9,180 1,779,180 8,863,983 LOEHMANNS PLAZA 3,981,525 14,117,891 879,247 3,981,525 14,997,138 LOEHMANNS PLAZA CALIFORNIA 5,420,000 8,679,135 207,069 5,420,000 8,886,204 LOVEJOY STATION 1,540,000 5,581,468 64,667 1,540,000 5,646,135 LUCEDALE MARKETPLACE 641,565 2,147,848 140,567 641,565 2,288,415 MACARTHUR PARK PHASE I 3,915,848 6,837,889 (2,943) - - MAINSTREET SQUARE 1,274,027 4,491,897 142,530 1,274,027 4,634,427 MARINERS VILLAGE 1,628,000 5,907,835 280,730 1,628,000 6,188,565 MARKET AT PRESTON FOREST 4,400,000 10,752,712 3,919 4,400,000 10,756,631 MARKET AT ROUND ROCK 2,000,000 9,676,170 73,226 2,000,000 9,749,396 MARKETPLACE ST PETERSBURG 1,287,000 4,662,740 376,599 1,287,000 5,039,339 MARTIN DOWNS VILLAGE CENTER 2,000,000 5,133,495 3,254,391 2,437,664 7,950,222 MARTIN DOWNS VILLAGE SHOPPES 700,000 1,207,861 3,361,188 817,135 4,451,914 MAXTOWN ROAD (NORTHGATE) 1,753,136 6,244,449 39,547 1,753,136 6,283,996 MAYNARD CROSSING 4,066,381 14,083,800 1,273,501 4,066,381 15,357,301 MEMORIAL BEND SHOPPING CENTER 3,256,181 11,546,660 2,406,868 3,366,181 13,843,528 MERCHANTS VILLAGE 1,054,306 3,162,919 (4,217,225) - - MILLHOPPER SHOPPING CENTER 1,073,390 3,593,523 1,331,752 1,073,390 4,925,275 MILLS POINTE 2,000,000 11,919,176 38,183 2,000,000 11,957,359 MOCKINGBIRD COMMON 3,000,000 9,675,600 264,338 3,000,000 9,939,938 MORNINGSIDE PLAZA 4,300,000 13,119,929 125,291 4,300,000 13,245,220 MURRAYHILL MARKETPLACE 2,600,000 15,753,034 1,334,443 2,600,000 17,087,477 NASHBORO VILLAGE 1,824,320 7,167,679 432,712 1,824,320 7,600,391 NEWBERRY SQUARE 2,341,460 8,466,651 1,240,970 2,341,460 9,707,621 NEWLAND CENTER 12,500,000 12,221,279 541,367 12,500,000 12,762,646 NORTH HILLS TOWN CENTER 4,900,000 18,972,202 106,034 4,900,000 19,078,236 NORTH MIAMI SHOPPING CENTER 603,750 2,021,250 (2,625,000) - - NORTHLAKE VILLAGE I 2,662,000 9,684,740 293,747 2,662,000 9,978,487 NORTHVIEW PLAZA 1,956,961 8,694,879 57,767 1,956,961 8,752,646 OAKBROOK PLAZA 4,000,000 6,365,704 102,001 4,000,000 6,467,705 OAKLEY PLAZA 1,772,540 6,406,975 (8,179,515) - - OCEAN BREEZE PLAZA 1,250,000 3,341,199 2,582,099 1,527,400 5,645,898 OLD ST AUGUSTINE PLAZA 2,047,151 7,355,162 1,132,261 2,047,151 8,487,423 ORCHARD SQUARE 1,155,000 4,135,353 3,470,484 1,423,610 7,337,227 PACES FERRY PLAZA 2,811,522 9,967,557 2,180,459 2,811,622 12,147,916 PALM HARBOUR SHOPPING VILLAGE 2,899,928 10,998,230 1,456,006 2,924,399 12,429,765 PALM TRAILS PLAZA 2,438,996 5,818,523 (25,160) 2,218,233 6,014,126 PARK PLACE 2,231,745 7,974,362 142,820 2,231,745 8,117,182 PARKWAY STATION 1,123,200 4,283,917 394,689 1,123,200 4,678,606 PASEO VILLAGE 2,550,000 7,780,102 458,467 2,550,000 8,238,569 PEACHLAND PROMENADE 1,284,562 5,143,564 199,275 1,284,561 5,342,840 PEARTREE VILLAGE 5,196,653 8,732,711 10,768,493 5,196,653 19,501,204 PIKE CREEK 5,077,406 18,860,183 1,101,996 5,077,406 19,962,179 PIMA CROSSING 5,800,000 24,891,690 206,172 5,800,000 25,097,862 PINE LAKE VILLAGE 6,300,000 10,522,041 73,571 6,300,000 10,595,612 PINE TREE PLAZA 539,000 1,995,927 3,472,330 539,000 5,468,257 PLAZA DE HACIENDA 4,230,000 11,741,933 140,533 4,230,000 11,882,466 PLAZA HERMOSA 4,200,000 9,369,630 181,516 4,200,000 9,551,146 POWELL STREET PLAZA 8,247,800 29,279,275 - 8,247,800 29,279,275 POWERS FERRY SQUARE 3,607,647 12,790,749 4,292,933 3,607,647 17,083,682 POWERS FERRY VILLAGE 1,190,822 4,223,606 287,187 1,190,822 4,510,793 PRESTONBROOK CROSSING 4,703,516 10,761,732 219,502 4,409,509 11,275,241 PRESTOWOOD PARK 6,400,000 46,896,071 1,223,920 6,400,000 48,119,991 QUEENSBOROUGH 1,826,000 6,501,056 (798,632) 1,163,021 6,365,403 REDONDO VILLAGE CENTER - - 24,752 - 24,752 REGENCY COURT 3,571,337 12,664,014 (1,683,798) - - S-3 Initial Cost Cost Total Cost ------------------------------- Capitalized --------------------------------- Building & Subsequent to Building & Land Improvements Acquisition Land Improvements -------------- -------------------------------- --------------- ----------------- REGENCY SQUARE BRANDON 577,975 18,156,719 11,032,638 4,414,611 25,352,721 RIDGLEA PLAZA 1,675,498 12,912,138 128,081 1,675,498 13,040,219 RIVERMONT STATION 2,887,213 10,445,109 118,455 2,887,213 10,563,564 RONA PLAZA 1,500,000 4,356,480 15,370 1,500,000 4,371,850 RUSSELL RIDGE 2,153,214 - 6,642,188 2,215,341 6,580,061 SAMMAMISH HIGHLAND 9,300,000 7,553,288 100,306 9,300,000 7,653,594 SAN FERNANDO VALUE SQUARE 2,448,407 8,765,266 (11,213,673) - - SAN LEANDRO 1,300,000 7,891,091 131,293 1,300,000 8,022,384 SANDY PLAINS VILLAGE 2,906,640 10,412,440 1,757,906 2,906,640 12,170,346 SANDY SPRINGS VILLAGE 733,126 2,565,411 1,112,061 733,126 3,677,472 SANTA ANA DOWTOWN 4,240,000 7,319,468 786,842 4,240,000 8,106,310 SEQUOIA STATION 9,100,000 17,899,819 101,824 9,100,000 18,001,643 SHERWOOD MARKET CENTER 3,475,000 15,897,972 55,348 3,475,000 15,953,320 SHILOH PHASE II 288,135 1,822,692 (672,692) 288,135 1,150,000 SHILOH SPRINGS 4,968,236 7,859,381 - 4,968,236 7,859,381 SHOPPES @ 104 2,651,000 9,523,429 624,818 2,651,000 10,148,247 SHOPPES AT MASON 1,576,656 5,357,855 - 1,576,656 5,357,855 SILVERLAKE SHOPPING CENTER 2,004,860 7,161,869 127,790 2,004,860 7,289,659 SOUTH MONROE COMMONS 1,200,000 6,566,974 (1,345,539) 874,999 5,546,436 SOUTH POINT PLAZA 5,000,000 10,085,995 65,822 5,000,000 10,151,817 SOUTH POINTE CROSSING 4,399,303 11,116,491 889,186 4,399,303 12,005,677 SOUTHCENTER 1,300,000 12,250,504 5,489 1,300,000 12,255,993 SOUTHGATE VILLAGE 1,335,335 5,193,599 - 1,335,335 5,193,599 SOUTHPARK 3,077,667 9,399,976 120,891 3,077,667 9,520,867 ST ANN SQUARE 1,541,883 5,597,282 19,817 1,541,883 5,617,099 STATLER SQUARE 2,227,819 7,479,952 720,700 2,227,819 8,200,652 STRAWFLOWER VILLAGE 4,060,228 7,232,936 74,253 4,060,228 7,307,189 STROH RANCH 4,138,423 7,110,856 131,856 4,138,423 7,242,712 SUNNYSIDE 205 1,200,000 8,703,281 154,179 1,200,000 8,857,460 SWEETWATER PLAZA 4,340,600 15,242,149 4,340,600 15,242,149 TAMIAMI TRAILS 2,046,286 7,462,646 219,996 2,046,286 7,682,642 TARRANT PARKWAY VILLAGE 2,202,605 3,953,781 - 2,202,605 3,953,781 TASSAJARA CROSSING 8,560,000 14,899,929 91,463 8,560,000 14,991,392 TEQUESTA SHOPPES 1,782,000 6,426,042 (2,443,096) - - TERRACE WALK 1,196,286 2,935,683 214,505 1,196,286 3,150,188 THE MARKETPLACE 1,211,605 4,056,242 2,933,975 1,758,434 6,443,388 THE PROMENADE 2,526,480 12,712,811 (15,239,291) - - THE VILLAGE 522,313 6,984,992 223,286 522,313 7,208,278 THOMAS LAKE CENTER 6,000,000 10,301,811 5,304 6,000,000 10,307,115 TINWOOD HOTEL SITE 6,942,321 - 1,328,870 - - TOWN CENTER AT MARTIN DOWNS 1,364,000 4,985,410 66,314 1,364,000 5,051,724 TOWN SQUARE 438,302 1,555,481 6,258,449 882,895 7,369,337 TWIN PEAKS 5,200,000 25,119,758 89,897 5,200,000 25,209,655 UNION SQUARE SHOPPING CENTER 1,578,654 5,933,889 432,411 1,578,656 6,366,298 UNIVERSITY COLLECTION 2,530,000 8,971,597 528,645 2,530,000 9,500,242 UNIVERSITY MARKETPLACE 3,250,562 7,044,579 (3,845,597) - - VALLEY RANCH CENTRE 3,021,181 10,727,623 1,026 3,021,181 10,728,649 VENTURA VILLAGE 4,300,000 6,351,012 103,388 4,300,000 6,454,400 VILLAGE CENTER 6 3,885,444 10,799,316 630,294 3,885,444 11,429,610 VILLAGE IN TRUSSVILLE 973,954 3,260,627 137,818 973,954 3,398,445 WALKER CENTER 3,840,000 6,417,522 72,185 3,840,000 6,489,707 WATERFORD TOWNE CENTER 5,650,058 6,843,671 1,413,082 6,336,936 7,569,875 WELLEBY PLAZA 1,496,000 5,371,636 1,624,219 1,496,000 6,995,855 WELLINGTON MARKETPLACE 5,070,384 13,308,972 (2,521,710) - - WELLINGTON TOWN SQUARE 1,914,000 7,197,934 869,261 1,914,000 8,067,195 WEST COUNTY MARKETPLACE 1,491,462 4,993,155 189,445 1,491,462 5,182,600 WEST HILLS 2,200,000 6,045,233 7,105 2,200,000 6,052,338 WEST PARK PLAZA 5,840,225 4,991,746 177,215 5,840,225 5,168,961 WESTBROOK COMMONS 3,366,000 11,928,393 - 3,366,000 11,928,393 WESTCHESTER PLAZA 1,857,048 6,456,178 674,505 1,857,048 7,130,683 WESTLAKE VILLAGE CENTER 7,042,728 25,744,011 556,267 7,042,728 26,300,278 WILLA SPRINGS SHOPPING CENTER 1,779,092 9,266,550 - 1,779,092 9,266,550 WINDMILLER PLAZA PHASE I 2,620,355 11,190,526 977,176 2,620,355 12,167,702 WOODCROFT SHOPPING CENTER 1,419,000 5,211,981 437,564 1,419,000 5,649,545 WOODMAN VAN NUYS 5,500,000 6,835,246 164,801 5,500,000 7,000,047 WOODMEN PLAZA 6,014,033 10,077,698 - 6,014,033 10,077,698 WOODSIDE CENTRAL 3,500,000 8,845,697 31,755 3,500,000 8,877,452 WORTHINGTON PARK CENTRE 3,346,203 10,053,858 947,237 3,346,203 11,001,095 OPERATING BUILD TO SUIT PROPERTIES 17,268,850 38,766,639 2,018,139 - - ------------------------------------------------------------------------------------ 650,855,683 1,923,260,598 99,048,008 600,081,672 1,914,961,155 ====================================================================================
S-4
Total Cost -------------------------------- Properties held Accumulated Accumulated for Sale Total Depreciation Depreciation Mortgages --------------- --------------- -------------- ---------------- ---------------- ANASTASIA SHOPPING PLAZA - 5,058,085 985,316 4,072,769 - ARAPAHO VILLAGE - 9,146,299 625,602 8,520,697 - ASHFORD PLACE - 12,344,720 1,610,832 10,733,888 4,318,762 AVENTURA SHOPPING CENTER - 12,618,753 3,622,355 8,996,398 8,166,259 BECKETT COMMONS - 9,821,394 699,398 9,121,996 - BENEVA VILLAGE SHOPS - 11,677,314 736,611 10,940,703 - BENT TREE PLAZA - 8,596,991 709,437 7,887,554 5,316,054 BERKSHIRE COMMONS - 10,632,490 1,779,484 8,853,006 - BETHANY PARK PLACE - 10,396,952 877,834 9,519,118 - BLOOMINGDALE - 18,372,549 1,482,799 16,889,750 - BLOSSOM VALLEY - 18,288,946 767,653 17,521,293 - BOLTON PLAZA - 10,381,427 1,667,430 8,713,997 - BONNERS POINT - 3,998,295 859,865 3,138,430 - BOULEVARD CENTER - 13,734,479 719,394 13,015,085 - BOYNTON LAKES PLAZA - 14,149,880 1,129,736 13,020,144 - BRIARCLIFF LA VISTA - 3,768,666 592,827 3,175,839 - BRIARCLIFF VILLAGE - 28,778,712 3,243,674 25,535,038 12,739,215 BRISTOL WARNER - 17,678,359 920,238 16,758,121 - BROOKVILLE PLAZA - - - - - BUCKHEAD COURT - 9,622,721 1,185,065 8,437,656 - BUCKLEY SQUARE - 8,150,582 447,830 7,702,752 - CAMBRIDGE SQUARE - 5,054,569 472,367 4,582,202 - CARMEL COMMONS - 13,428,611 1,323,070 12,105,541 - CARRIAGE GATE - 4,935,071 1,259,905 3,675,166 - CASA LINDA PLAZA - 35,525,960 2,283,316 33,242,644 - CASCADE PLAZA - - - - - CENTER OF SEVEN SPRINGS 5,823,341 5,823,341 - 5,823,341 - CHAMPIONS FOREST - 11,451,760 635,956 10,815,804 - CHASEWOOD PLAZA - 19,477,240 4,316,371 15,160,869 - CHERRY GROVE - 18,222,220 1,360,415 16,861,805 - CHERRY PARK MARKET - 19,045,634 1,377,522 17,668,112 - CHEYENNE MEADOWS - 9,361,214 622,644 8,738,570 - CITY VIEW SHOPPING CENTER - 5,666,621 629,587 5,037,034 - COLUMBIA MARKETPLACE - 6,090,146 1,125,585 4,964,561 - COOPER STREET - 12,799,829 777,596 12,022,233 - COSTA VERDE - 38,335,082 2,339,385 35,995,697 - COUNTRY CLUB - 5,034,976 921,044 4,113,932 - COUNTRY CLUB CALIF - 14,761,054 842,506 13,918,548 - COURTYARD SHOPPING CENTER - 5,866,578 - 5,866,578 - CREEKSIDE PHASE II - 2,168,269 62,093 2,106,176 - CROMWELL SQUARE - 8,493,034 1,020,353 7,472,681 - CROSSROADS - 6,108,958 183,671 5,925,287 - CUMMING 400 - 11,465,282 1,379,048 10,086,234 6,190,464 DELK SPECTRUM - 14,073,400 1,166,958 12,906,442 9,791,165 DELL RANGE 10,648,492 143,059 10,505,433 - DIABLO PLAZA - 13,106,452 594,020 12,512,432 - DUNWOODY HALL - 13,434,008 1,180,916 12,253,092 - DUNWOODY VILLAGE - 12,098,795 1,421,066 10,677,729 - EAST POINTE - 9,611,708 771,383 8,840,325 4,962,796 EAST PORT PLAZA 12,958,141 12,958,141 - 12,958,141 - EL CAMINO - 18,818,039 848,828 17,969,211 - EL NORTE PARKWAY PLA - 9,281,180 489,417 8,791,763 - ENCINA GRANDE - 15,593,620 789,322 14,804,298 - ENSLEY SQUARE - 3,057,509 578,240 2,479,269 - EVANS CROSSING - 8,155,518 613,679 7,541,839 4,041,163 FLEMING ISLAND - 13,148,526 667,628 12,480,898 3,142,069 FRANKLIN SQUARE - 13,634,174 1,252,462 12,381,712 8,649,850 FRIARS MISSION - 33,992,236 1,934,662 32,057,574 17,097,838 GARDEN SQUARE - 10,194,338 884,785 9,309,553 6,148,357 GARNER FESTIVAL - 27,284,294 1,741,441 25,542,853 - GLENWOOD VILLAGE - 5,688,441 708,683 4,979,758 1,920,636 HAMPSTEAD VILLAGE - 10,230,715 581,821 9,648,894 9,249,885 HANCOCK CENTER - 33,834,491 1,930,526 31,903,965 - HARPETH VILLAGE FIELDSTONE - 11,589,487 918,660 10,670,827 - HARWOOD HILLS VILLAGE - 12,251,070 669,212 11,581,858 - HEBRON PARK - - - - - HERITAGE LAND - 12,390,000 - 12,390,000 - HERITAGE PLAZA - 24,404,742 1,806,545 22,598,197 - HIGHLAND SQUARE - 21,665,189 1,433,911 20,231,278 3,592,844 HILLCREST VILLAGE - 3,416,192 131,670 3,284,522 - HILLSBORO MARKET CENTER 3,242,557 14,638 3,227,919 - S-5 Total Cost -------------------------------- Properties held Accumulated Accumulated for Sale Total Depreciation Depreciation Mortgages --------------- --------------- -------------- ---------------- ---------------- HINSDALE LAKE COMMONS - 20,931,711 1,197,523 19,734,188 - HYDE PARK - 45,538,733 4,186,556 41,352,177 - INGLEWOOD PLAZA - 3,323,973 151,232 3,172,741 - JACKSON CREEK CROSSING - 9,475,633 576,180 8,899,453 - JAMES CENTER 19,640,678 19,640,678 - 19,640,678 5,361,068 KELLER TOWN CENTER 14,532,991 584,375 13,948,616 - KERNERSVILLE PLAZA - 8,361,221 618,230 7,742,991 4,983,220 KINGS CROSSING (SUN CITY) - - - - - KINGSDALE SHOPPING CENTER - 23,290,573 1,948,992 21,341,581 - LAGRANGE MARKETPLACE - 4,411,859 824,120 3,587,739 - LAKE MERIDIAN - 18,979,512 933,082 18,046,430 - LAKE PINE PLAZA - 9,529,676 710,671 8,819,005 5,668,646 LAKESHORE VILLAGE - 7,056,022 549,356 6,506,666 3,531,287 LEETSDALE MARKETPLACE - 13,367,564 729,707 12,637,857 - LITTLETON SQUARE - 10,308,047 589,030 9,719,017 - LLOYD KING CENTER - 10,643,163 703,255 9,939,908 - LOEHMANNS PLAZA - 18,978,663 2,363,132 16,615,531 - LOEHMANNS PLAZA CALIFORNIA - 14,306,204 676,418 13,629,786 - LOVEJOY STATION - 7,186,135 644,494 6,541,641 - LUCEDALE MARKETPLACE - 2,929,980 574,039 2,355,941 - MACARTHUR PARK PHASE I 10,750,794 10,750,794 - 10,750,794 - MAINSTREET SQUARE - 5,908,454 580,678 5,327,776 - MARINERS VILLAGE - 7,816,565 791,621 7,024,944 - MARKET AT PRESTON FOREST - 15,156,631 762,464 14,394,167 - MARKET AT ROUND ROCK - 11,749,396 711,944 11,037,452 7,022,217 MARKETPLACE ST PETERSBURG - 6,326,339 806,247 5,520,092 - MARTIN DOWNS VILLAGE CENTER - 10,387,886 2,076,058 8,311,828 - MARTIN DOWNS VILLAGE SHOPPES - 5,269,049 1,039,953 4,229,096 - MAXTOWN ROAD (NORTHGATE) - 8,037,132 616,507 7,420,625 5,114,262 MAYNARD CROSSING - 19,423,682 1,436,762 17,986,920 11,183,540 MEMORIAL BEND SHOPPING CENTER - 17,209,709 2,231,257 14,978,452 7,533,729 MERCHANTS VILLAGE - - - - - MILLHOPPER SHOPPING CENTER - 5,998,665 1,583,607 4,415,058 - MILLS POINTE - 13,957,359 877,373 13,079,986 - MOCKINGBIRD COMMON - 12,939,938 750,108 12,189,830 - MORNINGSIDE PLAZA - 17,545,220 985,423 16,559,797 - MURRAYHILL MARKETPLACE - 19,687,477 1,254,341 18,433,136 7,810,800 NASHBORO VILLAGE - 9,424,711 539,353 8,885,358 - NEWBERRY SQUARE - 12,049,081 2,324,964 9,724,117 - NEWLAND CENTER - 25,262,646 1,015,110 24,247,536 - NORTH HILLS TOWN CENTER - 23,978,236 1,363,705 22,614,531 8,080,012 NORTH MIAMI SHOPPING CENTER - - - - - NORTHLAKE VILLAGE I - 12,640,487 313,863 12,326,624 6,766,369 NORTHVIEW PLAZA - 10,709,607 635,643 10,073,964 - OAKBROOK PLAZA - 10,467,705 534,638 9,933,067 - OAKLEY PLAZA - - - - - OCEAN BREEZE PLAZA - 7,173,298 1,514,254 5,659,044 - OLD ST AUGUSTINE PLAZA - 10,534,574 1,292,505 9,242,069 - ORCHARD SQUARE - 8,760,837 794,319 7,966,518 - PACES FERRY PLAZA - 14,959,538 1,810,860 13,148,678 - PALM HARBOUR SHOPPING VILLAGE - 15,354,164 1,732,094 13,622,070 - PALM TRAILS PLAZA - 8,232,359 565,480 7,666,879 - PARK PLACE - 10,348,927 658,243 9,690,684 - PARKWAY STATION - 5,801,806 718,760 5,083,046 - PASEO VILLAGE - 10,788,569 607,828 10,180,741 - PEACHLAND PROMENADE - 6,627,401 1,050,775 5,576,626 3,910,006 PEARTREE VILLAGE - 24,697,857 2,286,725 22,411,132 12,239,230 PIKE CREEK - 25,039,585 1,816,360 23,223,225 11,766,607 PIMA CROSSING - 30,897,862 1,805,889 29,091,973 - PINE LAKE VILLAGE - 16,895,612 760,474 16,135,138 - PINE TREE PLAZA - 6,007,257 458,052 5,549,205 - PLAZA DE HACIENDA - 16,112,466 866,487 15,245,979 6,405,084 PLAZA HERMOSA - 13,751,146 696,825 13,054,321 - POWELL STREET PLAZA 37,527,075 60,999 37,466,076 - POWERS FERRY SQUARE - 20,691,329 2,461,616 18,229,713 - POWERS FERRY VILLAGE - 5,701,615 686,887 5,014,728 2,813,847 PRESTONBROOK CROSSING - 15,684,750 739,191 14,945,559 - PRESTOWOOD PARK - 54,519,991 3,370,687 51,149,304 - QUEENSBOROUGH - 7,528,424 466,740 7,061,684 - REDONDO VILLAGE CENTER - 24,752 - 24,752 - REGENCY COURT 14,551,553 14,551,553 - 14,551,553 - S-6 Total Cost -------------------------------- Properties held Accumulated Accumulated for Sale Total Depreciation Depreciation Mortgages --------------- --------------- -------------- ---------------- ---------------- REGENCY SQUARE BRANDON - 29,767,332 8,212,053 21,555,279 - RIDGLEA PLAZA - 14,715,717 986,775 13,728,942 - RIVERMONT STATION - 13,450,777 1,214,816 12,235,961 - RONA PLAZA - 5,871,850 312,236 5,559,614 - RUSSELL RIDGE - 8,795,402 1,198,436 7,596,966 5,783,932 SAMMAMISH HIGHLAND - 16,953,594 559,557 16,394,037 - SAN FERNANDO VALUE SQUARE - - - - - SAN LEANDRO - 9,322,384 591,773 8,730,611 - SANDY PLAINS VILLAGE - 15,076,986 1,675,037 13,401,949 - SANDY SPRINGS VILLAGE - 4,410,598 659,250 3,751,348 - SANTA ANA DOWTOWN - 12,346,310 586,934 11,759,376 - SEQUOIA STATION - 27,101,643 1,280,701 25,820,942 - SHERWOOD MARKET CENTER - 19,428,320 1,199,671 18,228,649 - SHILOH PHASE II - 1,438,135 53,272 1,384,863 - SHILOH SPRINGS - 12,827,617 2,279,856 10,547,761 - SHOPPES @ 104 - 12,799,247 1,012,653 11,786,594 - SHOPPES AT MASON - 6,934,511 523,891 6,410,620 3,717,145 SILVERLAKE SHOPPING CENTER - 9,294,519 675,478 8,619,041 - SOUTH MONROE COMMONS - 6,421,435 552,075 5,869,360 - SOUTH POINT PLAZA - 15,151,817 737,282 14,414,535 - SOUTH POINTE CROSSING - 16,404,980 918,934 15,486,046 - SOUTHCENTER - 13,555,993 873,078 12,682,915 - SOUTHGATE VILLAGE - 6,528,934 61,866 6,467,068 5,413,857 SOUTHPARK - 12,598,534 677,432 11,921,102 - ST ANN SQUARE - 7,158,982 751,822 6,407,160 4,625,224 STATLER SQUARE - 10,428,471 847,462 9,581,009 5,213,128 STRAWFLOWER VILLAGE - 11,367,417 546,548 10,820,869 - STROH RANCH - 11,381,135 628,569 10,752,566 - SUNNYSIDE 205 - 10,057,460 650,921 9,406,539 - SWEETWATER PLAZA - 19,582,749 31,754 19,550,995 - TAMIAMI TRAILS - 9,728,928 902,133 8,826,795 - TARRANT PARKWAY VILLAGE - 6,156,386 168,204 5,988,182 - TASSAJARA CROSSING - 23,551,392 1,070,078 22,481,314 - TEQUESTA SHOPPES 5,764,946 5,764,946 - 5,764,946 - TERRACE WALK - 4,346,474 877,742 3,468,732 - THE MARKETPLACE - 8,201,822 1,419,527 6,782,295 2,067,448 THE PROMENADE - - - - - THE VILLAGE - 7,730,591 528,151 7,202,440 - THOMAS LAKE CENTER - 16,307,115 732,107 15,575,008 - TINWOOD HOTEL SITE 8,271,191 8,271,191 - 8,271,191 - TOWN CENTER AT MARTIN DOWNS - 6,415,724 651,384 5,764,340 - TOWN SQUARE - 8,252,232 423,337 7,828,895 - TWIN PEAKS - 30,409,655 1,835,828 28,573,827 - UNION SQUARE SHOPPING CENTER - 7,944,954 919,720 7,025,234 - UNIVERSITY COLLECTION - 12,030,242 1,259,906 10,770,336 - UNIVERSITY MARKETPLACE 6,449,544 6,449,544 - 6,449,544 - VALLEY RANCH CENTRE - 13,749,830 785,800 12,964,030 - VENTURA VILLAGE - 10,754,400 460,628 10,293,772 - VILLAGE CENTER 6 - 15,315,054 1,851,574 13,463,480 - VILLAGE IN TRUSSVILLE - 4,372,399 838,350 3,534,049 - WALKER CENTER - 10,329,707 474,386 9,855,321 - WATERFORD TOWNE CENTER - 13,906,811 669,237 13,237,574 - WELLEBY PLAZA - 8,491,855 1,352,228 7,139,627 - WELLINGTON MARKETPLACE 15,857,646 15,857,646 - 15,857,646 - WELLINGTON TOWN SQUARE - 9,981,195 1,143,337 8,837,858 - WEST COUNTY MARKETPLACE - 6,674,062 1,317,509 5,356,553 - WEST HILLS - 8,252,338 428,946 7,823,392 5,087,043 WEST PARK PLAZA - 11,009,186 370,982 10,638,204 - WESTBROOK COMMONS - 15,294,393 226,857 15,067,536 - WESTCHESTER PLAZA - 8,987,731 871,730 8,116,001 5,479,343 WESTLAKE VILLAGE CENTER - 33,343,006 2,191,176 31,151,830 - WILLA SPRINGS SHOPPING CENTER - 11,045,642 243,518 10,802,124 - WINDMILLER PLAZA PHASE I - 14,788,057 1,050,857 13,737,200 - WOODCROFT SHOPPING CENTER - 7,068,545 813,495 6,255,050 - WOODMAN VAN NUYS - 12,500,047 499,185 12,000,862 5,515,768 WOODMEN PLAZA - 16,091,731 1,030,600 15,061,131 - WOODSIDE CENTRAL - 12,377,452 641,543 11,735,909 - WORTHINGTON PARK CENTRE - 14,347,298 1,211,406 13,135,892 4,628,152 OPERATING BUILD TO SUIT PROPERTIES 58,053,628 58,053,628 2,880,324 55,173,304 2,650,433 --------------------------------------------------------------------------------- 158,121,462 2,673,164,289 202,325,324 2,470,838,965 265,698,754 =================================================================================
S-7 REGENCY CENTERS CORPORATION Combined Real Estate and Accumulated Depreciation December 31, 2001 Depreciation and amortization of the Company's investment in buildings and improvements reflected in the statements of operation is calculated over the estimated useful lives of the assets as follows: Buildings and improvements up to 40 years The aggregate cost for Federal income tax purposes was approximately $2.6 billion at December 31, 2001. The changes in total real estate assets for the period ended December 31, 2001, 2000 and 1999:
2001 2000 1999 ---------------- ----------------- ----------------- Balance, beginning of period 2,561,795,627 2,401,953,304 1,183,184,013 Developed or acquired properties 187,979,361 219,887,989 1,215,563,938 Sale of properties (88,410,037) (56,037,062) (18,330,608) Provision for loss on operating properties held for sale (1,595,136) (12,995,412) - Reclass accumulated depreciation into revised land basis (1,627,178) - - Reclass accumulated depreciation properties held for sale (815,400) (10,147,692) - Improvements 15,837,052 19,134,500 21,535,961 ---------------- ----------------- ----------------- Balance, end of period 2,673,164,289 2,561,795,627 2,401,953,304 ================ ================= =================
The changes in accumulated depreciation for the period ended December 31, 2001, 2000 and 1999:
2001 2000 1999 ---------------- ----------------- ----------------- Balance, beginning of period 147,053,900 104,467,176 58,983,738 Prior depreciation Midland JV'S transferred in 2,433,269 1,662,125 - Sale of properties (5,052,051) (3,800,803) (721,007) Reclass accumulated depreciation into revised land basis (1,627,178) - - Reclass accumulated depreciation properties held for sale (815,400) (10,147,692) - Depreciation for period 60,332,784 54,873,094 46,204,445 ---------------- ----------------- ----------------- Balance, end of period 202,325,324 147,053,900 104,467,176 ================ ================= =================
S-8