-----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, ELE/ugFxX8Ujz+lt7/ReBpvRw9lHy5UBXj+ADKvecvbRHfWqIJx+SIqW6rPVgdeZ ilZkCaO9eqA8MBU7hELvjg== 0000910606-99-000007.txt : 19990318 0000910606-99-000007.hdr.sgml : 19990318 ACCESSION NUMBER: 0000910606-99-000007 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: REGENCY OFFICE PARTNERSHIP L P CENTRAL INDEX KEY: 0001066252 STANDARD INDUSTRIAL CLASSIFICATION: [] FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-K SEC ACT: SEC FILE NUMBER: 333-63723-06 FILM NUMBER: 99567152 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 333-63723-06 REGENCY OFFICE PARTNERSHIP, L.P. (Exact name of registrant as specified in its charter) Delaware 59-3402467 (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) The aggregate market value of the voting and non-voting common stock held by non-affiliates of the Registrant and the approximate number of shares of Registrant's voting common stock outstanding is not applicable. Documents Incorporated by Reference 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. REGENCY OFFICE PARTNERSHIP, L.P. By: REGENCY CENTERS, L.P., General Partner By: REGENCY REALTY CORPORATION, General Partner 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 Date: March 17, 1999 /s/ Raymond L. Bank ------------------- Raymond L. Bank, Director Date: March 17, 1999 /s/ A. R. Carpenter A. R. Carpenter, Director Date: March 17, 1999 /s/ Jeffrey A. Cozad -------------------- Jeffrey A. Cozad, Director Date: March 17, 1999 /s/ J. Dix Druce, Jr. --------------------- J. Dix Druce, Jr., Director Date: March 17, 1999 /s/ John T. Kelley ------------------ John T. Kelley, Director Date: March 17, 1999 /s/ Douglas S. Luke ------------------- Douglas S. Luke, Director Date: March 17, 1999 /s/ John C. Schweitzer ---------------------- John C. Schweitzer, Director Date: March 17, 1999 /s/ Lee Wielansky Lee Wielansky, Director Date: March 17, 1999 /s/ Terry N. Worrell -------------------- Terry N. Worrell, Director Independent Auditors' Report The Partners Regency Office Partnership, L.P.: We have audited the accompanying balance sheets of Regency Office Partnership, L.P. as of December 31, 1998 and 1997, and the related statements of operations, partners' capital, 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 Partnership's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Regency Office Partnership, L.P. 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 REGENCY OFFICE PARTNERSHIP, L.P. Balance Sheets December 31, 1998 and 1997 1998 1997 ------------ ------------- Assets Cash restricted for tenants' security deposits $ 47,099 62,852 Property and buildings, at cost (note 2): Land 7,394,905 -- Buildings and improvements 26,811,187 -- ------------ ------------- 34,206,092 -- Less accumulated depreciation (566,209) -- ------------ ------------- Net property and buildings 33,639,883 -- ------------ ------------- -- 19,258,232 ------------ ------------- Accounts receivable and other assets 227,946 41,894 Deferred leasing costs, less accumulated amortization (note 4) 8,521 278,771 ------------ ------------- Total other assets 236,467 320,665 ------------ ------------- $ 33,923,449 19,641,749 ============= ============= Liabilities and Partners' Capital Accounts payable and other liabilities $ 125,541 87,142 Tenants' security deposits 47,099 62,852 ------------ ------------- Total liabilities 172,640 149,994 ------------- -------------- 33,750,809 19,491,755 ------------ ------------- $ 33,923,449 19,641,749 ============ ============= See accompanying notes to financial statements. REGENCY OFFICE PARTNERSHIP, L.P. Statement of Operations Years ended December 31, 1998, 1997 and 1996 1998 1997 1996 ------------ ------------ ------------ Revenues: Rental income (note 3) $ 3,440,366 4,136,367 4,026,288 Tenant reimbursements 517,374 496,029 443,574 Other income 11,033 52,597 28,486 ------------ ------------ ----------- Total revenues 3,968,773 4,684,993 4,498,348 ------------ ------------ ------------ Expenses: Operating and maintenance (note 4) 270,072 661,970 610,493 Depreciation 566,209 675,588 662,411 General and administrative 310,145 309,874 240,471 Utilities 87,062 472,036 492,209 Real estate taxes 334,875 447,478 440,128 Amortization of deferred leasing costs 279,991 179,451 70,710 Interest -- 290,127 444,666 ------------ ----------- ------------ Total expenses 1,848,354 3,036,524 2,961,088 ------------ ----------- ------------ Income before gain on sale of real estate 2,120,419 1,648,469 1,537,260 Gain on sale of real estate (note 2) 10,725,974 450,902 -- ------------ ------------ ------------ Net income $ 12,846,393 2,099,371 1,537,260 ============ ============ ============ See accompanying notes to financial statements. REGENCY OFFICE PARTNERSHIP, L.P. Statements of Partners' Capital Years ended December 31, 1998, 1997 and 1996 Total Partners' Capital -------------------- Balance at December 31, 1995 $ 16,885,087 Net cash contributions (distributions) (1,828,008) Net income 1,537,260 -------------------- Balance at December 31, 1996 16,594,339 Net cash contributions (distributions) 798,045 Net income 2,099,371 -------------------- Balance at December 31, 1997 19,491,755 Net cash contributions (distributions) 1,412,661 Net income 12,846,393 -------------------- Balance at December 31, 1998 $ 33,750,809 ==================== See accompanying notes to financial statements. REGENCY OFFICE PARTNERSHIP, L.P. Statements of Cash Flows Years ended December 31, 1998, 1997 and 1996 1998 1997 1996 --------- ---------- --------- Cash flows from operating activities: Net income $12,846,393 2,099,371 1,537,260 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation 566,209 675,588 662,411 Amortization of deferred leasing costs 279,991 179,451 70,710 Deferred leasing costs (9,741) (208,305) (116,563) Gain on sale of real estate (10,725,974) (450,902) -- Changes in assets and liabilities: Accounts receivable and other assets (186,052 20,163 (20,594) Accounts payable and other liabilities 38,399 66,770 (36,369) Cash restricted for tenants' security deposits 15,753 (11,618) (623) Tenants' security deposits (15,753) 11,618 623 -------- --------- -------- Net cash provided by operating activities 2,809,225 2,382,136 2,096,855 ---------- ---------- ---------- Cash flows from investing activities: Proceeds from sale of real estate 29,984,206 2,645,229 -- Purchase of and additions to property and buildings (34,206,092) (568,650) (250,430) ---------- ---------- --------- Net cash provided by(used in) investing activities (4,221,886) 2,076,579 (250,430) ---------- ---------- ---------- Cash flows from financing activities: Principal payments on mortgage loan -- (5,256,760) (60,768) Net cash contributions (distributions) 1,412,661 798,045(1,828,008) ---------- ---------- ---------- Net cash provided by (used in) financing activities 1,412,661 (4,458,715)(1,888,776) ---------- ---------- ---------- Net change in cash -- -- (42,351) Cash at beginning of year -- -- 42,351 ---------- ---------- ---------- Cash at end of year $ -- -- -- ========== ========== ========= Supplemental disclosure of cash flow information Cash paid for interest $ -- 302,627 444,666 ========== ========== ========= See accompanying notes to financial state REGENCY OFFICE PARTNERSHIP, L.P. Notes to Financial Statements December 31, 1998, 1997 and 1996 (1) Summary of Significant Accounting Policies (a) Partnership Structure Regency Office Partnership, L.P. (the Partnership) was formed as a Florida partnership for the purpose of acquiring, leasing and operating shopping centers and office buildings. The Partnership interest is currently held 99% by Regency Centers, L.P., a Florida partnership (RCLP), as general partner, and 1% by Regency Realty Corporation, RCLP's parent. Prior to February 23, 1998, the Partnership was owned 100% by two wholly owned subsidiaries of Regency Realty Corporation. (b) Method of Accounting The accompanying financial statements were prepared on the accrual basis of accounting. No provision for income taxes is made because any liability for income taxes is that of the individual Partners and not that of the Partnership. (c) Use of Estimates The preparation of financial statements in conformity with generally accepted accounting principles requires the Partnership's management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. (d) Property and Buildings Property and building are recorded at cost. Major additions and improvements to property and buildings are capitalized to the property accounts, while replacements, maintenance, and repairs which do not improve or extend the useful lives of the respective assets are reflected in operations. Depreciation is computed using the straight-line method over the estimated useful lives of the property and buildings, which is 39 years for buildings and improvements and the life of the lease term for tenant improvements. REGENCY OFFICE PARTNERSHIP, L.P. Notes to Financial Statements December 31, 1998, 1997 and 1996 (e) Revenue Recognition The Partnership leases space to tenants under agreements with varying terms. Leases are accounted for as operating leases with minimum rent recognized on a straight-line basis over the term of the lease regardless of when payments are due. During 1996, the Partnership collected cash of $28,128 in excess of minimum rent recorded related to the impact of recognizing rent on a straight-line basis. Contingent rentals are included in income in the period earned. (f) Deferred Costs Deferred costs consist of costs associated with leasing the property. Such costs are deferred and amortized using the straight-line method over the terms of the respective leases. (g) Cash and Cash Equivalents For the purposes of the statement of cash flows, the Partnership considers all instruments with a maturity of 90 days or less at purchase to be cash equivalents. (h) Impairment of Long-Lived Assets The Partnership 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. (2) Sale of Office Buildings and Purchase of Shopping Centers During 1997 and 1996, the operations of the Partnership were generated from the rental of four office properties. Those properties were (1) Quadrant, a 188,502 square foot property located in Jacksonville, Florida, constructed and acquired in 1985 for approximately $17.9 million, (2) Paragon Cable Building, a 40,298 square foot property located in Tampa, Florida, constructed and acquired in 1993 for approximately $3.0 million, (3) Westland One, a 36,304 square foot property located in Jacksonville, Florida, constructed and acquired in 1988 for approximately $2.0 million, and (4) Fairway Executive Center, a 33,135 square foot property located in Fort Lauderdale, Florida. On December 22, 1997 the Partnership sold Fairway Executive Center for $2,645,229 which resulted in a gain of $450,902. REGENCY OFFICE PARTNERSHIP, L.P. Notes to Financial Statements December 31, 1998, 1997 and 1996 In December 1997, the partnership classified all of its office buildings as held for sale. Accordingly, no depreciation has been recorded on such properties from that point forward. During the first six months of 1998 the Partnership sold the remaining three office properties for a net sales price of $29,984,206, and recorded a gain of $10,725,974. During 1998, prior to their sale, the office buildings generated $187,800 in income before gain on sale of real estate. Subsequent to the sales of the office properties, the Partnership purchased two shopping centers. Cherry Grove, a 186,040 square foot property, constructed in 1997, located in Cincinnati, Ohio, was purchased for $16,243,443, and Bloomingdale Square, a 267,935 square foot property, constructed in 1987, located in Tampa, Florida, was purchased for $17,962,650. At December 31, 1998, Cherry Grove and Bloomingdale Square had accumulated depreciation of $265,335 and $300,874, respectively, and had a combined net cost, for federal income tax purposes, of $28.6 million. (3) Leases The Partnership has various tenant leases with terms that expire through 2021. Based on the sales and subsequent purchases of rental property described in note 2, the following future minimum rental payments reflect the leases related to the Partnership's current rental properties only, Cherry Grove and Bloomingdale Square: Year ending December 31, Amount 1999 $ 3,304,241 2000 3,164,758 2001 2,817,471 2002 2,394,313 2003 1,963,670 Thereafter 14,409,125 ---------------- $ 28,053,578 ================ Most tenants are responsible for payment or reimbursement of their proportionate share of taxes, insurance, and common area expenses. During 1998, Kroger and WalMart paid base rents totaling $518,515 and $371,754, respectively, which exceeded 10% of the total minimum rent earned by the Partnership. In each of 1997 and 1996, two office building tenants paid minimum rent of $1,228,764, which exceeded 10% of the total minimum rent earned by the Partnership. REGENCY OFFICE PARTNERSHIP, L.P. Notes to Financial Statements December 31, 1998, 1997 and 1996 (4) Related Party Transactions The Partnership paid fees for property management to RCLP of $151,454, $172,194 and $166,172 for the years ended December 31, 1998, 1997, and 1996, respectively. In addition, during 1996 the Partnership paid RRG, an affiliate of RCLP, $45,000 for asset management services. The Partnership paid tenant lease commissions to RCLP of $9,741, $208,305, and $116,563 or 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 CONSENT Exhibit 23 Independent Auditors' Consent The Board of Directors Regency Realty Corporation: We consent to incorporation by reference in the registration statement (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 Operating Partnership of Georgia, L.P. as of December 31, 1998 and 1997, and the related statements of operations, partners' capital, and cash flows for the years ended December 31, 1998 and 1997, and for the period from February 22, 1996 (inception) to December 31, 1996, which report appears in the December 31, 1998, annual report on Form 10-K of RRC Operating Partnership of Georgia, L.P. KPMG LLP Jacksonville, Florida March 12, 1999 EX-27 3 ARTICLE 5 FINANCIAL DATA SCHEDULE
5 THIS SCHEDULE CONTAINS SUMMARY INFORMATION EXTRACTED FROM REGENCY OFFICE PARTNERSHIP, L.P.'S FORM 10-K FOR THE YEAR ENDED 12/31/98 0001066252 REGENCY OFFICE PARTNERSHIP, L.P. 1 12-MOS DEC-31-1998 DEC-31-1998 47,099 0 227,946 0 0 0 34,206,092 566,209 33,923,449 0 0 0 0 0 33,750,809 33,923,449 0 3,968,773 0 692,009 846,200 0 0 12,846,393 0 12,846,393 0 0 0 12,846,393 0.00 0.00
-----END PRIVACY-ENHANCED MESSAGE-----