-----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, KTPE1QFfEKk7hfapgr9zMwL08Bfz0FzeycMIPEigfZVCH13WxgSnNT11h7DUuQ5q 8Q/DimEHv7kew6n/nW785Q== 0000910606-99-000005.txt : 19990318 0000910606-99-000005.hdr.sgml : 19990318 ACCESSION NUMBER: 0000910606-99-000005 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 OPERATING PARTNERSHIP OF GEORGIA L P CENTRAL INDEX KEY: 0001066253 STANDARD INDUSTRIAL CLASSIFICATION: [] FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-K SEC ACT: SEC FILE NUMBER: 333-63723-07 FILM NUMBER: 99566919 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 333-63723-07 REGENCY OPERATING PARTNERSHIP OF GEORGIA, L.P. (Exact name of registrant as specified in its charter) Georgia 59-33363127 (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 OPERATING PARTNERSHIP OF GEORGIA, 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 Princpal 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 reities 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 RRC Operating Partnership of Georgia, L.P.: We have audited the accompanying 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. 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 RRC Operating Partnership of Georgia, L.P. as of December 31, 1998 and 1997, and the results of its operations and its cash flows for the years ended December 31, 1998 and 1997, and for the period from February 22, 1996 (inception) to December 31, 1996, in conformity with generally accepted accounting principles. KPMG LLP RRC OPERATING PARTNERSHIP OF GEORGIA, L.P. Balance Sheets December 31, 1998 and 1997 1998 1997 ---------- ----------- Assets Cash restricted for tenants' security deposits $ 21,441 17,178 Property and buildings, at cost Land 1,123,200 1,123,200 Buildings and improvements 4,426,662 4,399,773 ---------- ----------- 5,549,862 5,522,973 Less accumulated depreciation 319,124 206,224 ---------- ----------- Net property and buildings 5,230,738 5,316,749 ---------- ----------- Other assets: Accounts receivable and other assets 33,782 51,375 Deferred leasing costs, less accumulated amortization (note 5) 24,952 6,800 ---------- ----------- Total other assets 58,734 58,175 ---------- ----------- $ 5,310,913 5,392,102 ========== =========== Liabilities and Partners' Capital Liabilities: Notes payable (note 3) 3,484,916 3,484,916 Accounts payable and other liabilities 345,675 229,887 Tenants' security deposits 21,441 17,178 ---------- ---------- Total liabilities 3,852,032 3,731,981 Partners' capital (note 2) 1,458,881 1,660,121 ---------- ----------- $ 5,310,913 5,392,102 ========== =========== See accompanying notes to financial statements. RRC OPERATING PARTNERSHIP OF GEORGIA, L.P. Statements of Operations Years ended December 31, 1998 and 1997, and the period from February 22, 1996 (inception) to December 31, 1996 1998 1997 1996 ---------- ---------- --------- Revenues: Rental income (note 4) $ 684,980 682,922 565,040 Tenant reimbursements and other income 116,906 102,778 107,200 --------- --------- ---------- Total revenues 801,886 785,700 672,240 --------- --------- ---------- Expenses: Depreciation and amortization 119,121 115,342 90,882 General and administrative (note 5) 110,560 126,252 95,210 Real estate taxes 65,857 59,823 51,653 Interest 219,297 276,652 257,540 --------- ---------- --------- Total expenses 514,835 578,069 495,285 --------- --------- ---------- Net income $ 287,051 207,631 176,955 ========== ========== ========= See accompanying notes to financial statements. RRC OPERATING PARTNERSHIP OF GEORGIA, L.P. Statements of Partners' Capital Years ended December 31, 1998 and 1997, and the period from February 22, 1996 (inception) to December 31, 1996 Limited Regency Partners Centers, L.P. Total ----------- ----------- --------- Balance at February 22, 1996 (inception) $ -- -- -- Contribution of real estate 525,333 -- 525,333 Net cash contributions (distributions) (16,845) 102,467 85,622 Net income -- 176,955 176,955 ----------- ----------- --------- Balance at December 31, 1996 508,488 279,422 787,910 Net cash contributions (distributions) (48,467) 713,047 664,580 Net income -- 207,631 207,631 ---------- ----------- ---------- Balance at December 31, 1997 460,021 1,200,100 1,660,121 Net cash contributions (distributions) (50,772) (437,519) (488,291) Net income 287,051 287,051 ---------- ----------- ----------- Balance at December 31, 1998 $ 409,249 1,049,632 1,458,881 ========== ========== ========= See accompanying notes to financial statements. RRC OPERATING PARTNERSHIP OF GEORGIA, L.P. Statements of Cash Flows Years ended December 31, 1998 and 1997, and the period from February 22, 1996 (inception) to December 31, 1996 1998 1997 1996 --------- --------- -------- Cash flows from operating activities: Net income $ 287,051 207,631 176,955 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization 119,121 115,342 90,882 Deferred leasing costs (24,373) (6,800) -- Changes in assets and liabilities Accounts receivable and other assets 17,593 (1,969) (47,248) Accounts payable and other liabilities 115,788 31,211 109,760 Cash restricted for tenants security deposits (4,263) 1,223 (1,116) Tenants' security deposits 4,263 (1,223) 1,116 ---------- ----------- --------- Net cash provided by operating activities 515,180 345,415 330,349 --------- ---------- -------- Cash flows from investing activities - additions to property and buildings (26,889) (58,174) (306,513) ---------- ---------- -------- Cash flows from financing activities: Principal payments on notes payable (3,801,821) (109,458) Borrowings on notes payable -- 2,850,000 -- Net cash contributions (distributions) (488,291) 664,580 85,622 --------- ---------- --------- Net cash used in financing activities (488,291) (287,241) (23,836) ----------- ---------- --------- Net change in cash -- -- -- Cash at beginning of year -- -- -- ----------- ---------- --------- Cash at end of year $ -- -- -- =========== ========== ========= Supplemental disclosure of cash flow information: Cash paid for interest 230,863 215,088 269,200 =========== ========== ======== See accompanying notes to financial statements. RRC OPERATING PARTNERSHIP OF GEORGIA, L.P. Notes to Financial Statements December 31, 1998, 1997 and 1996 (1) Summary of Significant Accounting Policies (a) Partnership Structure RRC Operating Partnership of Georgia, L.P. (the Partnership) was formed on February 22, 1996 as a Georgia limited partnership for the purpose of acquiring, leasing and operating Parkway Station Shopping Center, a 94,290 square foot shopping center located in Warner-Robins, Georgia. Parkway Station, which was constructed during 1983, has a net cost, for federal income tax purposes, of approximately $2.0 million at December 31, 1998. The Partnership interest is held 16% by Regency Centers, L.P., a Delaware partnership (RCLP), as general partner, and 84% by various individuals (Limited Partners). The Partnership will terminate on December 31, 2050 or earlier upon the occurrence of certain events specified in the Partnership agreement. (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. RRC OPERATING PARTNERSHIP OF GEORGIA, 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. 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. Recoverability 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) Partners' Capital The Partnership Agreement provides, among other provisions, that (1) 100% of the net income shall be allocated to RCLP, (2) RCLP has complete discretion as to the operations of Parkway Station Shopping Center, and to its ultimate disposal, and (3) the Limited Partners receive distributions in an amount equal to the dividends paid to RCLP's parent company's (Regency Realty Corporation) stockholders. (3) Notes Payable The Partnership has two notes payable to RCLP, which total $3,484,916 at December 31, 1998 and 1997. The notes provide for payment of interest only annually at 6.73%, and are due in full August 28, 2012. RRC OPERATING PARTNERSHIP OF GEORGIA, L.P. Notes to Financial Statements December 31, 1998, 1997 and 1996 (4) Leases The Partnership has various tenant leases with terms that expire through 2003. 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 $ 645,195 2000 622,897 2001 464,993 2002 194,447 2003 11,616 ------------- $ 1,939,148 ============= Most tenants are responsible for payment or reimbursement of their proportionate share of taxes, insurance, and common area expenses. During each of 1998 and 1997, one tenant, Kroger Supermarkets, paid base rent totaling $286,624 and $264,576, respectively, which exceeded 10% of the total minimum rent earned by the Partnership. (5) Related Party Transactions The Partnership paid fees for property management to RCLP of $31,294, $30,872 and $26,127 for the periods ended December 31, 1998, 1997 and 1996, respectively. The Partnership paid tenant lease commissions to RCLP of $24,373 and $6,800 for the years ended December 31, 1998 and 1997. No leasing commissions were paid during 1996. 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 RRC OPERATING PARTNERSHIP OF GEORGIA, L.P.'S ANNUAL REPORT FOR THE YEAR ENDED 12/31/98 0001066253 RRC OPERATING PARTNERSHIP OF GEORGIA, L.P. 1 12-MOS DEC-31-1998 DEC-31-1998 21,441 0 33,782 0 0 0 5,549,862 319,124 5,310,913 0 0 0 0 0 1,458,881 5,310,913 0 801,886 0 65,827 119,121 0 219,297 287,051 0 287,051 0 0 0 287,051 0.00 0.00
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