-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, N5MPKqfbBFM/B3qbO5Oue9QxpPlcyLGGOS9XDvazCqw2FzKR8JBdoHXxfNZ6BIE1 XZ6zLg5MWrT4WF6+d+uAvw== 0000910606-99-000006.txt : 19990318 0000910606-99-000006.hdr.sgml : 19990318 ACCESSION NUMBER: 0000910606-99-000006 CONFORMED SUBMISSION TYPE: 10-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 19981231 FILED AS OF DATE: 19990317 FILER: COMPANY DATA: COMPANY CONFORMED NAME: RRC FL FIVE INC CENTRAL INDEX KEY: 0001066248 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE [6500] FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-K SEC ACT: SEC FILE NUMBER: 333-63723-02 FILM NUMBER: 99567071 BUSINESS ADDRESS: STREET 1: 121 W FORSYTH STREET STREET 2: SUITE 200 CITY: JACKSONVILLE STATE: FL ZIP: 32202 MAIL ADDRESS: STREET 1: 121 W FORSYTH ST STREET 2: STE 200 CITY: JACKSONVILLE STATE: FL ZIP: 32202 10-K 1 DECEMBER 31, 1998 FORM 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-K (X) ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 1998 ( )TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to ------------ Commission File Number 333-63723-02 RRC FL FIVE, INC. (Exact name of registrant as specified in its charter) FLORIDA 59-3248289 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) identification No.) 121 West Forsyth Street, Suite 200 (904) 356-7000 Jacksonville, Florida 32202 (Registrant's telephone No.) (Address of principal executive offices) (zip code) Securities registered pursuant to Section 12(b) of the Act: NONE (Title of Class) (Name of exchange on which registered) Securities registered pursuant to Section 12(g) of the Act: None Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months and (2) has been subject to such filing requirements for the past 90 days. YES ( ) NO (x ) 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) Registrant is a wholly owned subsidiary of Regency Realty Corporation. Documents Incorporated by Reference None TABLE OF CONTENTS Form 10-K Item No. Report Page This filing constitutes a special financial report pursuant to Rule 5d-2 of the Securities Exchange Act of 1934. This report contains only the financial statements of the registrant for 1998, the last full fiscal year preceding the fiscal year in which the registrant's registration statement on Form S-4 (No. 333-63723) became effective. PART IV Item 14. Exhibits, Financial Statements, Schedules and Reports on Form 8-K..............1 (a) Financial Statements and Financial Statement Schedules: The financial statements together with the report of KPMG LLP dated February 1, 1999, are listed on the index immediately preceding the financial statements at the end of this report. (b) Reports on Form 8-K: None (c) Exhibits: 23.Consent of KPMG LLP 27.Financial Data Table SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. RRC FL FIVE, INC. Date: March 17, 1999 By: /s/ Martin E. Stein, Jr. ------------------------ Martin E Stein, Jr., Chairman of the Board and Chief Executive Officer Date: March 17, 1999 By: /s/ Bruce M. Johnson -------------------- Bruce M. Johnson, Managing Director and Principal Financial Officer Date: March 17, 1999 By: /s/ J. Christian Leavitt ------------------------ J. Christian Leavitt, Senior Vice President, Finance and Principal Accounting Officer Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated: Date: March 17, 1999 /s/ Martin E. Stein, Jr. ------------------------ Martin E. Stein, Jr., Chairman of the Board and Chief Executive Officer Date: March 17, 1999 /s/ Mary Lou Rogers ------------------- Mary Lou Rogers, President, Chief Operating Officer and Director Date: March 17, 1999 /s/ Thomas B. Allin ------------------- Thomas B. Allin, Director Independent Auditors' Report The Board of Directors of Regency Realty Corporation and RRC FL Five, Inc. : We have audited the accompanying balance sheets of RRC FL Five, Inc. as of December 31, 1998 and 1997, and the related statements of operations, stockholder's equity, and cash flows for each of the years in the three-year period ended December 31, 1998. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of RRC FL Five, Inc. as of December 31, 1998 and 1997, and the results of its operations and its cash flows for each of the years in the three-year period ended December 31, 1998, in conformity with generally accepted accounting principles. KPMG LLP Jacksonville, Florida February 28, 1999 RRC FL FIVE, INC. Balance Sheets December 31, 1998 and 1997 1998 1997 ------------- --------------- Assets Cash restricted for tenants' security deposits $ 73,860 48,653 Property and buildings, at cost (note 2): Land 2,751,094 2,751,094 Buildings and improvements 9,475,619 9,435,081 -------------- --------------- 12,226,713 12,186,175 Less accumulated depreciation 2,111,008 1,635,974 -------------- --------------- Net property and buildings 10,115,705 10,550,201 --------------- --------------- Other assets: Escrow balances 21,044 64,252 Accounts receivable and other assets 186,472 238,530 Deferred costs, less accumulated amortization (note 4) 224,638 230,481 -------------- ------------- Total other assets 432,154 533,263 -------------- ------------- $ 10,621,719 11,132,117 ============== ============= Liabilities and Stockholder's Equity Liabilities: Mortgage loan payable (note 2) 8,602,767 8,713,253 Accounts payable and other liabilities 73,463 5,241 Tenants' security deposits 73,860 48,653 ------------- -------------- Total liabilities 8,750,090 8,767,147 -------------- -------------- Stockholder's equity: Common stock $.01 par value per share: 10,000 shares authorized, issued and outstanding 100 100 Additional paid in capital 3,139,319 3,250,449 Accumulated deficit (1,267,790) (885,579) -------------- -------------- Total stockholder's equity 1,871,629 2,364,970 -------------- ------------- $ 10,621,719 11,132,117 ============== ============= See accompanying notes to financial statements. RRC FL FIVE, INC. Statements of Operations Years ended December 31, 1998, 1997 and 1996 1998 1997 1996 ------------- -------------- ------------- Revenue: Rental income (note 3) $ 1,102,604 1,035,342 1,048,489 Tenant reimbursements 340,879 305,979 381,809 Other income 52,652 54,143 109,289 -------------- -------------- ----------- Total revenue 1,496,135 1,395,464 1,539,587 -------------- -------------- ----------- Expenses: Operating and maintenance (note 4) 245,502 255,702 267,789 Depreciation and amortization 531,614 520,571 514,085 General and administrative 56,718 55,456 70,329 Real estate taxes 221,446 226,336 233,880 Interest 823,066 833,446 843,036 -------------- -------------- -------------- Total expenses 1,878,346 1,891,511 1,929,119 -------------- -------------- -------------- Net loss $ (382,211) (496,047) (389,532) ============== ============== ============== See accompanying notes to financial statements. RRC FL FIVE, INC. Statements of Stockholder's Equity December 31, 1998, 1997 and 1996 Additional Total Common Paid In Accumulated Stockholder's Stock Capital Deficit Equity --------- ---------- -------- ------------ Balance at December 31, 1995 $ 100 3,183,351 -- 3,183,451 Additional paid in capital (dividends), net -- (118,055) -- (118,055) Net loss -- -- (389,532) (389,532) --------- --------- ----------- ----------- Balance at December 31, 1996 100 3,065,296 (389,532) 2,675,864 Additional paid in capital (dividends), net -- 185,153 -- 185,153 Net loss -- -- (496,047) (496,047) --------- --------- ---------- ----------- Balance at December 31, 1997 100 3,250,449 (885,579) 2,364,970 Additional paid in capital (dividends), net -- (111,130) -- (111,130) Net loss -- -- (382,211) (382,211) ---------- ---------- ---------- ---------- Balance at December 31, 1998 $ 100 3,139,319 (1,267,790) 1,871,629 =========== ========== =========== =========== See accompanying notes to financial statements. RRC FL FIVE, INC. Statements of Cash Flows Years ended December 31, 1998, 1997 and 1996 1998 1997 1996 ----------- ----------- ----------- Cash flows from operating activities: Net loss $(382,211) (496,047) (389,532) Adjustments to reconcile net loss to net cash provided by (used in) operating activities: Depreciation and amortization 531,614 520,571 514,085 Deferred costs (50,737) (45,900) (26,145) Changes in assets and liabilities: Escrow balances 43,208 (19,710) 27,569 Accounts receivable and other assets 52,058 (11,537) 121,458 Accounts payable and other liabilities 68,222 (15,132) 21,066 Cash restricted for tenants' security deposits (25,207) (214) 27,075 Tenants' security deposits 25,207 214 (27,075) --------- -------- --------- Net cash provided by (used in) operating activities 262,154 (67,755) 268,501 ---------- ---------- ---------- Cash flows from investing activities - - additions to property and buildings (40,538) (7,248) (42,437) ---------- ---------- ---------- Cash flows from financing activities: Principal payments on mortgage loan (110,486) (110,150) (108,009) Additional paid in capital (dividends), net (111,130) 185,153 (118,055) ---------- ---------- ---------- Net cash (used in) provided by financing activities (221,616) 75,003 (226,064) ---------- ---------- ---------- Net change in cash -- -- -- Cash at beginning of year -- -- -- ---------- ---------- ---------- Cash at end of year $ -- -- -- ========== ========== ========== Supplemental disclosure of cash flow information: Cash paid for interest $ 823,066 833,446 843,036 ========== ========== ========== See accompanying notes to financial statements. RRC FL FIVE, INC. Notes to Financial Statements December 31, 1998, 1997 and 1996 (1) Summary of Significant Accounting Policies (a) Company Structure RRC FL Five, Inc. (the Company) was formed as a Florida corporation for the purpose of acquiring, leasing and operating Aventura Shopping Center a 102,876 square foot shopping center located in Miami, Florida. The Company is 100% owned by Regency Realty Corporation (RRC). Aventura, which was constructed during 1974, was acquired in 1994 for approximately $12.1 million. At December 31, 1998, its net cost, for federal income tax purposes was approximately $2.0 million. (b) Method of Accounting The accompanying financial statements were prepared on the accrual basis of accounting. No provision for income taxes is made because the Company is a qualified REIT subsidiary of RRC, and accordingly such subsidiaries are not subject to income taxes under the Internal Revenue Code. (c) Use of Estimates The preparation of financial statements in conformity with generally accepted accounting principles requires the Company's management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. (d) Property and Buildings Property and building are recorded at cost. Major additions and improvements to property and buildings are capitalized to the property accounts, while replacements, maintenance, and repairs which do not improve or extend the useful lives of the respective assets are reflected in operations. Depreciation is computed using the straight-line method over the estimated useful lives of the property and buildings, which is 39 years for buildings and improvements and the life of the lease term for tenant improvements. (e) Revenue Recognition The Company leases space to tenants under agreements with varying terms. Leases are accounted for as operating leases with minimum rent recognized on a straight-line basis over the term of the lease regardless of when payments are due. Contingent rentals are included in income in the period earned. RRC FL FIVE, INC. Notes to Financial Statements December 31, 1998, 1997 and 1996 (f) Deferred Costs Deferred costs consist of costs associated with leasing the property. Such costs are deferred and amortized using the straight-line method over the terms of the respective leases. (g) Cash and Cash Equivalents For the purposes of the statement of cash flows, the Company considers all instruments with a maturity of 90 days or less at purchase to be cash equivalents. (h) Impairment of Long-Lived Assets The Company follows the provisions of Statement of Financial Accounting Standards No. 121, "Accounting for the Impairment of Long-Lived Assets and Long-Lived Assets to be Disposed Of." This Statement requires that long-lived assets be reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverablility of assets to be held and used is measured by comparison of the carrying amount of an asset to future net cash flows expected to be generated by the asset. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amounts of the assets exceed their fair value, less costs to sell. (i) Earnings per Share Since all of the outstanding shares of the Company are owned by RRC, management has determined that calculation and presentation of earnings per share would not be meaningful. (2) Mortgage Loan Payable Mortgage note payable to a bank, bearing interest at 9.5% per annum, payable in monthly installments of $78,633, including principal and interest, maturing on March 1, 2002. The mortgage loan is secured by the property and buildings of the Company. Principal maturities on the mortgage loan is as follows: Year ending December 31, Amount 1999 $ 131,978 2000 145,076 2001 159,475 2002 8,166,238 ---------------- $ 8,602,767 ================ RRC FL FIVE, INC. Notes to Financial Statements December 31, 1998, 1997 and 1996 (3) Leases The Company has various tenant leases with terms that expire through 2009. Future minimum rental payments under noncancelable operating leases as of December 31, 1998, including renewed terms and new tenants, are as follows: Year ending December 31, Amount 1999 $ 969,883 2000 944,224 2001 898,641 2002 870,047 2003 746,744 Thereafter 1,801,969 ---------------- $ 6,231,508 ================= Most tenants are responsible for payment or reimbursement of their proportionate share of taxes, insurance, and common area expenses. During 1998, Bankunited and Safra Republic Bank paid base rent of $152,229 and $318,750, respectively, which exceeded 10% of the total minimum rent earned by the Company. During each of 1997 and 1996, one tenant, Publix Supermarkets, paid minimum rents totaling $107,724, which exceeded 10% of the total minimum rent earned by the Company. (4) Related Party Transactions The Company paid fees for property management to RRC of $55,557, $55,252, and $60,170 for the years ended December 31, 1998, 1997 and 1996, respectively. In addition, during 1996 the Company paid RRG, an affiliate of RRC, $9,000, for asset management services. The Company paid tenant lease commissions to RRC of $50,737, 45,900, and $26,145 for the years ended December 31, 1998, 1997 and 1996, respectively. Such payments have been recorded as deferred leasing costs in the accompanying balance sheets. EX-23 2 KPMG LLP CONSENT Exhibit 23 Independent Auditors' Consent The Board of Directors Regency Realty Corporation: We consent to incorporation by reference in the registration statements (No. 333-72899) on Form S-3 and (No. 333-63723) on Form S-4 of Regency Centers, L.P., of our report dated February 28, 1999, relating to the balance sheets of RRC FL Five, Inc. as of December 31, 1998 and 1997, and the related statements of operations, stockholder's equity, and cash flows for each of the years in the three year period ended December 31, 1998, which report appears in the December 31, 1998, annual report on Form 10-K of RRC FL Five, Inc. KPMG LLP Jacksonville, Florida March 12, 1999 EX-27 3 ARTICLE 5 FINANCIAL DATA SCHEDULE
5 THIS SCHEDULE CONTAINS SUMMARY INFORMATION EXTRACTED FROM RRC FL FIVE, INC.'S ANNUAL REPORT FOR THE YEAR ENDED 12/31/98 0001066248 RRC FL FIVE, INC 1 12-MOS DEC-31-1998 DEC-31-1998 73,860 0 186,472 0 0 0 12,226,713 2,111,008 10,621,719 0 0 0 0 100 1,871,529 10,621,719 0 1,496,135 0 466,948 531,614 0 823,066 (382,211) 0 (382,211) 0 0 0 (382,211) 0.00 0.00
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