10-K 1 0001.txt DECEMBER 31, 2000 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, 2000 ( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ------------ to ------------ Commission File Number 1-12298 REGENCY CENTERS CORPORATION (Exact name of registrant as specified in its charter) FLORIDA 59-3191743 (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: Common Stock, $.01 par value (Title of Class) New York Stock Exchange (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 (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 was approximately $523,808,000 based on the closing price on the New York Stock Exchange for such stock on March 13, 2001. The approximate number of shares of Registrant's voting common stock outstanding was 57,425,690 as of March 13, 2001. Documents Incorporated by Reference Portions of the Registrant's Proxy Statement in connection with its 2001 Annual Meeting of Shareholders are incorporated by reference in Part III. TABLE OF CONTENTS Form 10-K Item No. Report Page PART I 1. Business...............................................................1 2. Properties.............................................................5 3. Legal Proceedings.....................................................19 4. Submission of Matters to a Vote of Security Holders...................19 PART II 5. Market for the Registrant's Common Equity and Related Shareholder Matters...............................................................19 6. Selected Consolidated Financial Data..................................21 7. Management's Discussion and Analysis of Financial Condition and Results of Operations.........................................................22 7a. Quantitative and Qualitative Disclosures about Market Risk............27 8. Consolidated Financial Statements and Supplementary Data..............28 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure..................................................28 PART III 10. Directors and Executive Officers of the Registrant....................29 11. Executive Compensation................................................29 12. Security Ownership of Certain Beneficial Owners and Management........29 13. Certain Relationships and Related Transactions........................29 PART IV 14. Exhibits, Financial Statements, Schedules and Reports on Form 8-K.....30 Forward Looking Statements This report on Form 10-K contains certain forward-looking statements under the federal securities law. These statements are based on current expectations, estimates, and projections about the industry and markets in which Regency Centers Corporation operates, management's beliefs, and assumptions. Forward-looking statements are not guarantees of future performance and involve certain credit risks and uncertainties, which are difficult to predict. Actual operating results may be affected by changes in national and local economic conditions, competitive market conditions, weather, obtaining governmental approvals and meeting development schedules, and therefore, may differ materially from what is expressed or forecasted in this report. PART I Item 1. Business The real estate business of Regency Centers Corporation ("Regency") was established in 1963 as a Jacksonville, Florida-based operator and developer of shopping centers. By the early 1990s, Regency had developed a successful track record of developing, owning and operating neighborhood and community shopping centers, which offered substantial cycle-resistant opportunities for growth. In 1993, Regency was formed as a Florida corporation, completed its initial public offering (NYSE: REG) and became a qualified self-administered, self-managed real estate investment trust (REIT). Through a series of major strategic acquisitions in 1997, 1998 and 1999, Regency expanded its development and operational capabilities to have a nationwide scope. From 1993 to 2000, Regency's assets increased from $154 million to approximately $3 billion with 242 shopping centers in 22 states. The most significant of these transactions was Regency's acquisition of Pacific Retail Trust for approximately $1.157 billion in February 1999. At the date of the acquisition, Pacific Retail Trust was operating or had under development 71 retail shopping centers representing 8.4 million SF of gross leaseable area (GLA). Regency previously operated under the name Regency Realty Corporation, but changed its name to Regency Centers Corporation in February 2001 to more appropriately acknowledge its brand and position in the shopping center industry. Regency invests in retail shopping centers through its partnership interest in Regency Centers, L.P., ("RCLP") an operating partnership in which Regency currently owns approximately 98% of the outstanding common partnership units ("Units"). The acquisition, development, operations and financing activity of Regency including the issuance of Units or preferred units is executed by RCLP. At December 31, 2000, Regency's GLA totals 27.1 million square feet, and is 95.3 percent leased. Geographically, 23.5% of Regency's GLA is located in Florida, 17.7% in California, 15% in Texas, 9.2% in Georgia, 6.3% in Ohio, and 28.3% spread throughout 17 other states. Today, Regency Centers is a leading owner, operator and developer of grocer-anchored, neighborhood shopping centers with high-quality specialty retailers located in prosperous trade areas. See also footnote 3, Segments, to the consolidated financial statements included herein, for a related discussion of the Company's business. Operating and Investment Philosophy Our key operating and investment objective is to create long-term shareholder value by: o focusing on high quality grocer-anchored neighborhood shopping centers in attractive markets; o maximizing the value of the portfolio through our research-based investment strategies, our Preferred Customer Initiative program, and our customer-driven development program; and o using conservative financial management and our substantial capital base to cost effectively access capital to fund our growth. Grocer-Anchored Strategy We focus our investment strategy on grocer-anchored neighborhood shopping centers that are located in infill locations or high growth corridors and are anchored by a dominant grocer in the local market. Regardless of the economic cycle, grocer sales have outpaced inflation in 10 of the last 15 years. More resistant to down cycles by the nature of their business, market-leading grocers generate continuous consumer traffic to our centers. Such significant traffic driven by necessity and convenience attracts and benefits our centers and side-shop tenants. 1 The average remaining lease term for Regency's grocer-anchored tenants is 14.5 years. Since these grocers can leverage their leadership positions in their respective markets to draw steady traffic, their commitment to signing long-term leases provides Regency with stability and sustainability of cash flow. Our grocer-anchored centers are planned to serve neighborhoods and communities, and their carefully selected locations enable local shoppers to visit weekly, or even several times a week. As a result, a neighborhood center is a convenient, cost-effective distribution platform for food retailers. Moreover, a neighborhood center that is anchored by a leading grocer is highly resistant to competition from Internet e-tailers and mass merchandise stores, benefiting all of our tenants. Grocer-anchored centers generate substantial daily traffic and offer sustainable competitive advantages to their tenants. This high traffic generates increased sales, thereby driving higher occupancy, higher rental rates, and higher rental rate growth for Regency -- meaning that we can sustain our cash flow growth and increase the value of our portfolio over the long term. Ninety percent of Regency's grocer-anchored centers are anchored by one of the top three grocers in their local markets. Our anchor tenants include leading supermarket chains like Kroger, Publix, Safeway and Albertson's. With average annual sales for a Regency grocer of $22.4 million, our grocers outpace their respective chain averages by more than 20 percent and generate an average of more than 14,000 shopper visits each week, or more than 725,000 shopper visits annually. Research Driven Market Selection Grocer-anchored centers are best located in neighborhood trade areas with attractive demographics. The typical Regency center 3-mile population is approximately 75,000 strong with an average household income in excess of $71,000 and a projected 5-year population growth of more than 8 percent. The trade areas of Regency's centers are growing nearly twice as fast and household incomes are more than 30 percent greater than the national averages, translating into more retail buying power. Once specific markets are selected, Regency seeks the best location within the best neighborhoods, preferably occupying the dominant corner, close to residential communities, with excellent visibility for our tenants and easy access for neighborhood shoppers. Premier Customer Initiative For the same reason we choose to anchor our centers with leading grocers, we also seek a range of strong national, regional and local specialty tenants. We have created a formal partnering process -- the Premier Customer Initiative (PCI) -- to promote mutually beneficial relationships with our non-grocer specialty retailers. The objective of PCI is for Regency to build a base of specialty tenants who represent the "best-in-class" operators in their respective merchandising categories. Such tenants reinforce the consumer appeal and other strengths of a center's grocer-anchor, help to stabilize a center's occupancy, reduce releasing downtime, lower tenant turnover and yield higher sustainable rents. For these reasons, Regency is committed to giving these premier tenants all the support they require to realize their expansion and profit objectives. The PCI program does this by partnering with top neighborhood operators while they are in the strategic stage of store-location planning. Regency's industry expertise enables us to offer our prospective tenants current, in-depth data on key markets nationwide, as well as access to multiple prime locations in the best shopping centers, and in the top markets, with the leading grocer-anchors. Moreover, our PCI tenants benefit from employing standardized leases as they contract for space in multiple Regency locations. 2 Customer-driven Development Development is customer-driven, meaning we have an executed lease from the anchor in hand before we purchase the land. As a result of commitments from our anchor tenants, and our well-established relationships with key specialty retailers, a significant percentage of the retail space is dedicated before construction begins. Developments serve the growth needs of our grocery and specialty retail customers, result in modern shopping centers with 20-year leases from the grocer-anchors and produce either attractive returns on invested capital or profits from sale. Our development program significantly contributed to our overall growth during the year. In 2000 we completed 34 shopping center and build-to-suit developments that represented an investment of $236 million. On average, these newly completed developments are 96 percent leased. At December 31, 2000 we had 56 shopping center developments, re-developments, renovations and single-tenant projects still in progress. When complete, these projects will represent a total investment of $730 million, $418 million of which has already been funded. Capital Strategy We intend to maintain a conservative capital structure designed to fund our growth programs without returning to the equity markets or compromising our investment-grade ratings. This approach is founded on our self-funding business model, which relies on capital sourced from free-and-clear cash flow; developments for sale; dispositions of limited-growth, non-strategic assets; and joint ventures. We have the financial flexibility to follow this approach, with a debt-to-total asset ratio of approximately 41 percent, an interest coverage ratio of 3.0 times, a fixed charge coverage ratio of 2.1 times, and nearly 80 percent of our real estate assets and net operating income being unencumbered by mortgages. During 2000, we sold 22 development properties that generated total proceeds in excess of $140 million. In addition, in December 2000, we sold two Regency core development properties to a joint venture between Regency and the highly respected Oregon Public Employees Retirement Fund (OPERF). These transactions collectively yielded more than $180 million in total proceeds, which generated $20 million in profits. The OPERF joint venture represents a major co-investment partnership that is expected to produce substantial benefits for our Company. During the third quarter of 2000, we executed a letter of intent with the Oregon State Treasury, acting on behalf of OPERF, to form a co-investment partnership to invest in a $300 million portfolio of neighborhood and community shopping centers. The first phase of the joint venture was consummated with the formation of Columbia Regency Retail Partners, which purchased the two properties mentioned above. The final phase of the partnership is expected to close during the 1st quarter of 2001, when it will purchase three additional stabilized Regency developments, and OPERF will contribute three centers located in attractive infill markets. The partnership also plans to acquire $150 million of grocer-anchored shopping centers throughout the United States over the next 12 to 18 months. Regency will own 20 percent of the partnership and will be paid asset management fees, property management fees and incentive fees. Risk Factors Relating to Ownership of Regency Common Stock We are subject to certain business risks arising in connection with owning real estate which include, among others: o the bankruptcy or insolvency of, or a downturn in the business of, any of our major tenants could reduce cash flow, o the possibility that such tenants will not renew their leases as they expire or renew at lower rental rates could reduce cash flow, o risks related to the internet and e-commerce reducing the demand for shopping centers, o vacated anchor space will affect the entire shopping center because of the loss of the departed anchor tenant's customer drawing power, o poor market conditions could create an over supply of space or a reduction in demand for real estate in markets where Regency owns shopping centers, o Regency's rapid growth could place strains on its resources, o risks relating to leverage, including uncertainty that Regency will be able to refinance its indebtedness, and the risk of higher interest rates, o unsuccessful development activities could reduce cash flow, o Regency's inability to satisfy its cash requirements for operations and the possibility that Regency may be required to borrow funds to meet distribution requirements in order to maintain its qualification as a REIT, 3 Risk Factors Relating to Ownership of Regency Common Stock (continued) o potential liability for unknown or future environmental matters and costs of compliance with the Americans with Disabilities Act, o the risk of uninsured losses, and o unfavorable economic conditions could also result in the inability of tenants in certain retail sectors to meet their lease obligations and otherwise could adversely affect Regency's ability to attract and retain desirable tenants. Compliance with Governmental Regulations Under various federal, state and local laws, ordinances and regulations, we may be liable for the cost to remove or remediate certain hazardous or toxic substances at our shopping centers. These laws often impose liability without regard to whether the owner knew of, or was responsible for, the presence of the hazardous or toxic substances. The cost of required remediation and the owner's liability for remediation could exceed the value of the property and/or the aggregate assets of the owner. The presence of such substances, or the failure to properly remediate such substances, may adversely affect the owner's ability to sell or rent the property or borrow using the property as collateral. We have a number of properties that will require or are currently undergoing varying levels of environmental remediation. These remediations are not expected to have a material financial effect on Regency due to financial statement reserves, insurance programs designed to mitigate the cost of remediation and various state-regulated programs that shift the responsibility and cost to the state. Competition We believe the ownership of shopping centers is highly fragmented. Regency faces competition from other REITs in the development, acquisition, ownership and leasing of shopping centers as well as from numerous local, regional and national real estate developers and owners. Changes in Policies Our Board of Directors establishes the policies that govern our investment and operating strategies including, among others, debt and equity financing policies, quarterly distributions to shareholders, and REIT tax status. The Board of Directors may amend these policies at any time without a vote of Regency's shareholders. Employees Our headquarters are located at 121 West Forsyth St., Suite 200, Jacksonville, Florida. Regency presently maintains 18 offices in 11 states where it conducts management, leasing and development activities. At December 31, 2000, Regency had approximately 377 employees and believes that relations with its employees are good. 4 Item 2. Properties The Company's properties summarized by state including their gross leasable areas (GLA) follows:
December 31, 2000 December 31, 1999 ----------------- ----------------- Location # Properties GLA % Leased # Properties GLA % Leased ------------ ----- -------- ------------ -------- ----------- Florida 53 6,535,088 92.8% 48 5,909,534 91.7% California 39 4,922,329 98.3% 36 3,858,628 98.2% Texas 34 4,165,857 94.2% 29 3,849,549 94.2% Georgia 26 2,553,041 95.4% 27 2,716,763 92.3% Ohio 13 1,760,955 97.0% 14 1,923,100 98.1% North Carolina 13 1,302,751 97.4% 12 1,241,639 97.9% Washington 10 1,180,020 95.5% 9 1,066,962 98.1% Colorado 10 897,788 97.9% 10 903,502 98.0% Oregon 9 776,853 91.7% 7 616,070 94.2% Alabama 5 516,062 97.9% 5 516,061 99.5% Arizona 7 481,215 97.9% 2 326,984 99.7% Tennessee 4 423,326 99.6% 3 271,697 98.9% Virginia 4 397,624 95.1% 2 197,324 96.1% Missouri 2 369,045 95.8% 1 82,498 95.8% Kentucky 2 304,347 91.1% 1 205,061 91.8% Michigan 3 274,987 94.1% 3 250,655 98.7% Delaware 1 228,169 98.6% 1 232,754 96.3% Mississippi 2 185,061 97.7% 2 185,061 96.6% Illinois 1 178,601 86.4% 1 178,600 85.9% South Carolina 2 162,056 97.0% 2 162,056 98.8% New Jersey 1 88,867 - - - - Wyoming 1 87,777 - 1 75,000 - ------------ ------------ ------------- ------------ ----------- ----------- Total 242 27,791,819 95.3% 216 24,769,498 95.0% ============ ============ ============= ============ =========== ===========
* Excludes properties under construction The following table summarizes the largest tenants occupying the Company's shopping centers based upon a percentage of total annualized base rent exceeding .5% at December 31, 2000. The table includes 100% of the base rent from leases of properties owned by joint ventures. Summary of Principal Tenants > .5% of Annualized Base Rent (including Properties Under Development)
% to Company of Annualized # of Tenant SF Owned GLA Rent Base Rent Stores -------- --------- ------------ ---------- ------------- ------- Kroger 3,271,507 11.8% 29,603,109 10.39% 56 Publix 1,956,594 7.0% 14,455,804 5.07% 43 Safeway 1,481,454 5.3% 13,357,008 4.69% 30 Blockbuster 374,421 1.3% 6,638,982 2.33% 66 Albertsons 702,097 2.5% 6,301,880 2.21% 14 Winn Dixie 760,329 2.7% 5,286,371 1.86% 16 Hallmark 244,621 0.9% 3,571,965 1.25% 58 Harris Teeter 276,475 1.0% 2,984,436 1.05% 6 Walgreens 223,431 0.8% 2,271,092 0.80% 16 Long's Drugs 230,792 0.8% 2,016,514 0.71% 10 Wal-Mart 486,168 1.7% 1,993,727 0.70% 6 Bed, Bath & Beyond 106,006 0.4% 1,862,578 0.65% 3 Stein Mart 281,445 1.0% 1,793,375 0.63% 8 Hollywood Video 96,436 0.3% 1,784,792 0.63% 15 K-Mart 334,687 1.2% 1,772,575 0.62% 4 Eckerd 194,070 0.7% 1,692,366 0.59% 20 H.E.B. Grocery 150,682 0.5% 1,674,162 0.59% 2 T.J. Maxx / Marshalls 216,759 0.8% 1,591,032 0.56% 8 Target 240,086 0.9% 1,589,996 0.56% 2 Mail Boxes, Etc. 88,966 0.3% 1,545,017 0.54% 67 Rite Aid 156,700 0.6% 1,413,979 0.50% 10 A & P 108,399 0.4% 1,405,425 0.49% 2
5 Item 2. Properties (continued) The Company's leases have lease terms generally ranging from three to five years for tenant space under 5,000 square feet. Leases greater than 10,000 square feet generally have lease terms in excess of five years, mostly comprised of anchor tenants. Many of the anchor leases contain provisions allowing the tenant the option of extending the term of the lease at expiration. The Company's leases provide for the monthly payment in advance of fixed minimum rentals, additional rents calculated as a percentage of the tenant's sales, the tenant's pro rata share of real estate taxes, insurance, and common area maintenance expenses, and reimbursement for utility costs if not directly metered. The following table sets forth a schedule of lease expirations for the next ten years, assuming that no tenants exercise renewal options: Future Percent of Minimum Percent of Lease Total Rent Total Expiration Expiring Company Expiring Minimum Year GLA GLA Leases Rent (2) ---- --- --- ------ -------- (1) 537,561 2.3% 7,054,826 2.7% 2001 1,617,159 7.0% 22,958,674 8.7% 2002 1,909,683 8.3% 25,755,163 9.8% 2003 2,055,595 8.9% 27,885,305 10.6% 2004 2,052,999 8.9% 29,313,096 11.1% 2005 2,300,866 10.0% 30,355,277 11.5% 2006 1,242,394 5.4% 13,142,805 5.0% 2007 1,027,047 4.5% 10,658,339 4.0% 2008 1,076,523 4.7% 9,299,925 3.5% 2009 740,800 3.2% 7,522,151 2.9% 2010 1,108,370 4.8% 12,240,647 4.6% ------------------------------------------------ 10 Yr. Total 15,668,997 67.9% $196,186,208 74.4% ------------------------------------------------ (1) leased currently under month to month rent or in process of renewal (2) total minimum rent includes current minimum rent and future contractual rent steps for all properties, but excludes additional rent such as percentage rent, common area maintenance, real estate taxes and insurance reimbursements See the property table below and also see Item 7, Management's Discussion and Analysis for further information about the Company's properties. 6
Year Gross Year Con- Leasable Percent Grocery Property Name Acquired structed (1) Area (GLA) Leased (2) Anchor ------------------------------------------------------------------------------------------------------------------------------------ FLORIDA Jacksonville / North Florida Anastasia 1993 1988 102,342 88.6% Publix Bolton Plaza 1994 1988 172,938 100.0% -- Carriage Gate 1994 1978 76,833 69.5% -- Courtyard 1993 1987 137,256 100.0% Albertson's (4) Ensley Square 1997 1977 62,363 30.8% -- Fleming Island 1998 2000 125,779 95.7% Publix Highlands Square (3) 1998 1999 262,499 80.3% Publix/Winn-Dixie Julington Village (3) 1999 1999 81,820 87.5% Publix Millhopper 1993 1974 84,065 100.0% Publix Newberry Square 1994 1986 180,524 97.0% Publix Ocala Corners (3) 2000 2000 86,766 70.5% Publix Old St. Augustine Plaza 1996 1990 175,459 100.0% Publix Palm Harbour 1996 1991 172,758 92.7% Publix Pine Tree Plaza 1997 1999 60,787 97.4% Publix Regency Court 1997 1992 218,665 94.6% -- South Monroe 1996 1998 68,840 100.0% Winn-Dixie Tampa / Orlando Beneva Village Shops 1998 1987 141,532 94.3% Publix Bloomingdale Square 1998 1987 267,935 99.0% Publix Kings Crossing Sun City 1999 75,020 92.0% Publix Mainstreet Square 1997 1988 107,159 94.7% Winn-Dixie Mariner's Village 1997 1986 117,665 90.3% Winn-Dixie Market Place - St. Petersburg 1995 1983 90,296 83.7% Publix Peachland Promenade 1995 1991 82,082 92.5% Publix Regency Square 1993 1986 341,448 92.9% -- at Brandon Seven Springs 1994 1986 162,580 86.0% Winn-Dixie Regency Village (3) 2000 2000 184,824 24.0% Publix Terrace Walk 1993 1990 50,926 80.5% -- Town Square (3) 1997 1999 44,679 16.8% -- University Collections 1996 1984 106,627 87.2% Kash N Karry (4) Village Center-Tampa 1995 1993 174,781 91.1% Publix Willa Springs (3) 2000 2000 93,810 100.0% Publix West Palm Beach / Treasure Coast Boynton Lakes Plaza 1997 1993 130,925 97.8% Winn-Dixie Chasewood Plaza 1993 1986 141,178 89.8% Publix Chasewood Storage 1993 1986 42,810 100.0% -- East Port Plaza 1997 1991 235,842 95.2% Publix Martin Downs Village Center 1993 1985 121,946 95.2% -- Martin Downs Village Shoppes (3) 1993 1998 49,773 98.6% -- Ocean Breeze 1993 1985 108,209 83.0% Publix Ocean East (5) 1996 1997 113,328 94.0% Stuart Foods Tequesta Shoppes 1996 1986 109,937 85.5% Publix Town Center at Martin Downs 1996 1996 64,546 100.0% Publix Wellington Market Place 1995 1990 171,558 99.3% Winn-Dixie Wellington Town Square 1996 1982 105,150 98.3% Publix Miami / Ft. Lauderdale Aventura 1994 1974 102,876 93.9% Publix Berkshire Commons 1994 1992 106,354 97.7% Publix Garden Square 1997 1991 90,258 98.6% Publix North Miami 1993 1988 42,500 75.3% Publix Palm Trails Plaza 1997 1998 76,067 96.6% Winn-Dixie Shoppes @ 104 1998 1990 108,190 98.0% Winn Dixie Shoppes of Pebblebrooke 2000 76,766 79.7% Publix Tamiami Trail 1997 1987 110,867 97.3% Publix University Market Place 1993 1990 129,121 76.2% Albertson's (4) Welleby 1996 1982 109,949 87.5% Publix Ft. Myers / Cape Coral Grande Oaks (3) 2000 2000 75,880 67.6% Publix ------------------ -------------- Subtotal/Weighted Average(Florida) 6,535,088 89.1% ------------------ -------------- 7 CALIFORNIA Los Angeles / SCA Amerige Heights (3) 2000 2000 272,377 0.5% -- Bristol and Warner 1999 1998 121,679 97.4% Food 4 Less Campus Marketplace (3) 2000 145,580 39.5% Ralph's Costa Verde 1999 1988 179,319 98.9% Albertson's Crossroads Plaza 1999 1988 60,638 100.0% Gigante El Camino 1999 1995 135,883 100.0% Von's Food & Drug El Norte Parkway Plaza 1984 87,990 100.0% Von's Food & Drug Friars Mission 1999 1989 145,608 100.0% Ralph's Garden Village (3) 2000 2000 114,983 34.4% -- Heritage Plaza 1999 1981 231,883 99.1% Ralph's Morningside Plaza 1999 1996 91,600 98.6% Albertson's Newland Center 1999 1985 166,492 96.1% Lucky's Oakbrook Plaza 1999 1982 83,278 100.0% Albertson's Plaza de Hacienda 1999 1991 127,132 96.9% Food 4 Less Plaza El Paseo (3),(5) 2000 2000 100,350 7.0% Kohls (4) Plaza Hermosa 1999 1984 94,939 100.0% Von's Food & Drug Rona Plaza 1999 1989 51,779 100.0% Food 4 Less San Fernando Value Square 2000 122,442 100.0% -- Santa Ana Downtown Plaza 1987 100,305 81.7% Food 4 Less Twin Peaks 1999 1988 198,139 99.0% Albertson's Ventura Village 1999 1984 76,070 97.8% Von's Food & Drug Westlake Village Plaza 1999 1975 190,656 100.0% Von's Food & Drug Woodman - Van Nuys 1999 1992 107,570 97.7% Gigante San Francisco / NCA Blossom Valley 1999 1990 93,314 100.0% Safeway Corral Hollow (3),(5) 2000 2000 168,048 41.2% Safeway Country Club 1999 1994 111,251 100.0% Ralph's Diablo Plaza 1999 1982 63,265 100.0% Safeway (4) El Cerrito Plaza (3) 2000 2000 365,733 42.3% Lucky's El Dorado Hills (3) 2000 2000 113,521 20.3% Ralph's Encina Grande 1999 1965 102,499 100.0% Safeway Loehmann's Plaza 1999 1983 113,309 93.7% Safeway (4) Prairie City Crossing (3) 1999 100,725 65.9% Safeway San Leandro 1999 1982 50,853 99.2% Safeway (4) Sequoia Station 1999 1996 103,388 99.8% Safeway (4) Strawflower Village 1999 1985 78,827 100.0% Safeway Tassajara Crossing 1999 1990 146,188 100.0% Safeway The Promenade 1999 1989 136,022 96.2% Bel Air Market West Park Plaza 1999 1996 88,103 100.0% Safeway Woodside Central 1999 1993 80,591 100.0% -- ------------------ -------------- Subtotal/Weighted Average(California) 4,922,329 79.3% ------------------ -------------- TEXAS Austin Hancock Center 1999 1998 410,438 99.2% H.E.B. Market @ Round Rock 1987 123,345 97.9% Albertson's North Hills 1999 1995 144,019 97.8% H.E.B. Dallas / Ft. Worth Arapaho Village 1999 1997 107,737 95.6% Tom Thumb Bethany Lake 1998 1998 74,066 100.0% Kroger Casa Linda Plaza 1999 1997 324,639 86.9% Albertson's Cooper Street 1999 1992 133,215 100.0% -- Creekside (5) 1998 1998 96,816 100.0% Kroger Harwood Hills PH I & II 1999 1996 122,540 90.6% Tom Thumb Hebron Park 1999 1999 46,800 97.0% Albertson's (4) Hillcrest Village 1999 1991 14,530 100.0% -- Keller Town Center (3) 1999 1999 115,776 85.5% Tom Thumb Lebanon/Legacy Center (3) 2000 57,422 11.7% Albertson's (4) MacArthur Park Phase I 2000 33,987 100.0% -- MacArthur Park Phase II (5) 1999 198,586 93.5% Kroger Market @ Preston Forest 1990 90,171 100.0% Tom Thumb Matlock (3) 2000 2000 40,125 10.0% -- Mills Pointe 1999 1986 126,238 99.0% Tom Thumb Mockingbird Commons 1987 121,531 93.7% Tom Thumb TEXAS Dallas / Ft. Worth (Continued) Northview Plaza 1999 1991 116,554 89.8% Kroger Ocotillo Center (3) 2000 2000 40,799 49.6% Safeway (4) Preston Brook - Frisco 1998 1998 91,274 98.1% Kroger Preston Park 1999 1985 268,869 85.6% Tom Thumb 8 Prestonwood (3) 1999 1999 100,972 67.6% Albertson's (4) Ridglea Plaza 1999 1986 197,961 86.8% Tom Thumb Shiloh Springs (5) 1998 1998 110,425 96.3% Kroger Southpark 1999 1997 145,888 90.8% Albertson's Tarrant Pkwy Plaza (3) 1999 1999 33,079 91.8% Albertson's (4) The Village 1999 1982 95,148 93.4% Tom Thumb Trophy Club (3) 1999 1999 125,063 73.4% Tom Thumb Valley Ranch PH I, II & III 1997 117,187 99.0% Tom Thumb Village Center - Southlake (5) 1998 1998 118,172 92.2% Kroger Houston Champions Forest 1999 1983 115,379 99.2% Randall's Food Fort Bend Market (3) 2000 2000 107,106 66.5% Kroger ------------------ -------------- Subtotal/Weighted Average(Texas) 4,165,857 89.6% ------------------ -------------- GEORGIA Atlanta Ashford Place 1997 1993 53,346 100.0% -- Briarcliff LaVista 1997 1962 39,203 87.7% -- Briarcliff Village 1997 1990 183,755 100.0% Publix Buckhead Court 1997 1984 55,229 97.4% -- Cambridge Square 1996 1979 69,649 85.2% Harris Teeter Cromwell Square 1997 1990 70,282 95.1% -- Cumming 400 1997 1994 126,900 98.8% Publix Delk Spectrum 1998 1991 100,880 100.0% Publix Dunwoody Hall (3) 1997 1986 89,511 82.4% Publix Dunwoody Village 1997 1975 114,658 65.7% -- Killian Hill Market (3) 2000 2000 112,972 97.2% Publix Loehmann's Plaza 1997 1986 137,635 100.0% -- Lovejoy Station 1997 1995 77,336 100.0% Publix Memorial Bend 1997 1995 182,782 95.2% Publix Orchard Square (3) 1995 1987 93,222 81.0% Publix Paces Ferry Plaza 1997 1987 61,696 95.9% -- Powers Ferry Square 1997 1987 97,812 98.6% Harry's Powers Ferry Village 1997 1994 78,995 99.9% Publix Rivermont Station 1997 1996 90,267 100.0% Harris Teeter Roswell Village 1997 1997 143,980 95.9% Publix Russell Ridge 1994 1995 98,558 97.6% Kroger Sandy Plains Village 1996 1992 175,035 95.5% Kroger Sandy Springs Village 1997 1997 45,040 100.0% -- Other Markets Evans Crossing 1998 1993 83,681 100.0% Kroger LaGrangeMarketplace 1993 1989 76,327 91.9% Winn-Dixie Parkway Station 1996 1983 94,290 90.7% Kroger ------------------ -------------- Subtotal/Weighted Average(Georgia) 2,553,041 94.5% ------------------ -------------- OHIO Cincinnati Beckett Commons 1998 1995 112,936 100.0% Kroger Cherry Grove 1998 1997 195,497 98.4% Kroger Hyde Park Plaza 1997 1995 374,544 93.6% Kroger/Thriftway Shoppes at Mason 1998 1997 80,800 100.0% Kroger Westchester Plaza 1998 1988 88,181 96.8% Kroger Columbus East Pointe 1998 1993 86,525 98.4% Kroger Hampstead Village (3) 1999 1999 91,805 92.4% Kroger Kingsdale (3) 1997 1999 270,470 68.8% Big Bear North Gate/(Maxtown) 1998 1996 85,100 100.0% Kroger OHIO Columbus (continued) Park Place 1998 1988 106,833 98.6% Big Bear Windmiller Plaza 1998 1997 120,509 95.4% Kroger Worthington 1998 1991 93,095 98.5% Kroger Toledo Cherry Street Center (3) 2000 54,660 100.0% Farmer Jack ---------------------------------------------------------------------------------------- -------------- Subtotal/Weighted Average(Ohio) 1,760,955 92.6% ------------------ -------------- 9 NORTH CAROLINA Asheville Oakley Plaza 1997 1988 118,728 97.7% Bi-Lo Charlotte Carmel Commons 1997 1979 132,651 97.9% Fresh Market City View 1996 1993 77,552 98.5% Winn-Dixie Union Square 1996 1989 97,191 98.8% Harris Teeter Greensboro Sedgefield Village (3) 2000 2000 56,630 67.0% Food Lion Raleigh / Durham Bent Tree Plaza 1998 1994 79,503 100.0% Kroger Garner Town Square 1998 1998 221,576 100.0% Kroger Glenwood Village 1997 1983 42,864 100.0% Harris Teeter Lake Pine Plaza 1998 1997 87,691 94.4% Kroger Maynard Crossing 1998 1997 122,814 87.9% Kroger Southpoint Crossing 1998 1998 103,128 98.6% Kroger Woodcroft 1996 1984 89,833 100.0% Food Lion Winston-Salem Kernersville Marketplace 1998 1997 72,590 95.9% Harris Teeter ------------------ -------------- Subtotal/Weighted Average(North Carolina) 1,302,751 96.1% ---------------------------------------------------------------------------------------------------------- WASHINGTON Seattle Cascade Plaza 1999 1999 217,817 91.1% Safeway Inglewood Plaza 1999 1985 17,253 94.4% -- James Center 1999 1999 140,510 91.3% Fred Myer Lake Meridian 1999 1989 165,210 89.5% Fred Myer Pine Lake Village 1999 1989 100,953 100.0% Quality Foods Sammamish Highlands 1999 1992 101,289 100.0% Safeway (4) Seattle Fur Exchange (3) 2000 84,380 100.0% -- South Point Plaza 1999 1997 190,454 100.0% Cost Cutters Southcenter 1999 1990 58,282 100.0% -- Thomas Lake 1999 1998 103,872 100.0% Albertson's ------------------ -------------- Subtotal/Weighted Average(Washington) 1,180,020 95.8% ---------------------------------------------------------------------------------------------------------- COLORADO Colorado Springs Cheyenne Meadows 1998 1998 89,893 97.7% King Soopers Jackson Creek 1998 1999 85,263 100.0% King Soopers Woodmen Plaza (3),(5) 1998 1998 104,755 92.0% King Soopers COLORADO Denver Boulevard Center 1999 1986 92,483 95.7% Safeway (4) Buckley Square 1999 1978 111,146 100.0% King Soopers Leetsdale Marketplace 1999 1993 119,916 98.7% Safeway Littleton Square 1999 1997 94,257 97.7% King Soopers Lloyd King Center 1998 1998 83,326 100.0% King Soopers Redlands Marketplace (3) 1999 30,317 18.4% Albertson's (4) Stroh Ranch 1998 1998 86,432 100.0% King Soopers ------------------ -------------- Subtotal/Weighted Average(Colorado) 897,788 95.2% ------------------ -------------- OREGON Portland Cherry Park Market (Grmr) 1997 113,518 84.6% Safeway Murrayhill Marketplace 1999 1988 149,214 88.4% Thriftway Port of Portland (3) 2000 2000 67,240 85.3% Albertson's Sherwood Crossroads (3) 1999 79,267 73.1% Safeway (4) Sherwood Market Center 1995 124,256 98.1% Albertson's Sunnside 205 1999 1988 53,279 83.7% -- Tannesbourne (3) 2000 2000 46,876 64.8% -- Walker Center 1999 1987 89,624 97.4% -- West Hills 1999 1998 53,579 100.0% QFC ------------------ -------------- Subtotal/Weighted Average(Oregon) 776,853 87.7% ------------------ -------------- 10 ALABAMA Birmingham Villages of Trussville 1993 1987 69,280 92.6% Bruno's West County Marketplace 1993 1987 129,155 98.5% Food World (4) Montgomery Country Club 1993 1991 67,622 99.0% Winn-Dixie Other Markets Bonner's Point 1993 1985 87,282 100.0% Winn-Dixie Marketplace - 1993 1987 162,723 98.3% Winn-Dixie Alexander City ------------------ -------------- Subtotal/Weighted Average(Alabama) 516,062 97.9% ------------------ -------------- ARIZONA Phoenix Carefree Marketplace (3) 2000 24,657 0.0% Fry's (4) South Mountain (3) 2000 2000 26,341 42.0% Safeway (4) Stonebridge Center (3) 2000 2000 30,387 19.1% Safeway (4) The Provinces (3) 2000 2000 34,330 27.2% Safeway (4) Scottsdale Paseo Village 1999 1998 92,399 92.4% ABCO Pima Crossing 1999 1996 238,330 100.0% Basha's Tuscon Vistoso Center (3) 2000 2000 34,771 32.4% Safeway (4) ------------------ -------------- Subtotal/Weighted Average(Arizona) 481,215 75.1% ------------------ -------------- TENNESSEE Nashville Harpeth Village 1997 1998 70,091 100.0% Albertson's Nashboro Village 1998 1998 86,811 100.0% Kroger Northlake Village 2000 1988 151,629 99.0% Kroger Peartree Village 1997 1997 114,795 100.0% Harris Teeter ------------------ -------------- Subtotal/Weighted Average(Tennessee) 423,326 99.6% ------------------ -------------- VIRGINIA Other Virgina Brookville Plaza 1998 1991 63,664 92.5% Kroger Statler Square 1998 1996 133,660 96.3% Kroger Washington D.C. Ashburn Farm Market (3) 2000 92,000 56.7% Giant Chesire Station (3) 2000 2000 108,300 54.1% Safeway ------------------ -------------- Subtotal/Weighted Average(Virginia) 397,624 75.0% ------------------ -------------- MISSOURI Olde Towne Plaza (3),(5) 2000 286,547 77.0% -- St. Ann Square 1998 1986 82,498 95.8% National ------------------ -------------- Subtotal/Weighted Average(Missouri) 369,045 81.2% ------------------ -------------- KENTUCKY Franklin Square 1998 1988 205,061 86.8% Kroger Silverlake 1998 1988 99,286 100.0% Kroger ------------------ -------------- Subtotal/Weighted Average(Kentucky) 304,347 91.1% ------------------ -------------- 11 MICHIGAN Fenton Marketplace (3) 1999 97,126 87.1% Farmer Jack Lakeshore 1998 1996 85,940 94.1% Kroger Waterford 1998 1998 91,921 94.1% Kroger ------------------ -------------- Subtotal/Weighted Average(Michigan) 274,987 91.6% ------------------ -------------- MISSISSIPPI Columbia Marketplace 1993 1988 136,002 98.2% Winn-Dixie Lucedale Marketplace 1993 1989 49,059 96.3% Delchamps ------------------ -------------- Subtotal/Weighted Average(Mississippi) 185,061 97.7% ------------------ -------------- SOUTH CAROLINA Merchants Village 1997 1997 79,723 94.0% Publix Queensborough (5) 1998 1993 82,333 100.0% Publix ------------------ -------------- Subtotal/Weighted Average(South Carolina) 162,056 97.0% ---------------------------------------------------------------------------------------------------------- DELEWARE Pike Creek 1998 1981 228,169 98.6% Acme ILLINOIS Hinsdale Lake Commons 1998 1986 178,601 86.4% Dominick's New Jersey Echelon Village Plaza (3) 2000 2000 88,867 85.1% Genuardi's WYOMING Dell Range Road (3)(5) 1999 1999 87,777 71.2% King Soopers ------------------ -------------- Total Weighted Average 27,791,819 88.8% ==========================================================================================================
Drug Store & Other Property Name Other Anchors Tenants ------------------------------------ ------------------------------------------- ---------------------------------------------- FLORIDA Jacksonville / North Florida Anastasia -- Hallmark, Schmagel's Bagels, Mailboxes Bolton Plaza Wal-Mart, Blockbuster Radio Shack, Payless Shoes, Mailboxes Carriage Gate TJ Maxx Brueggers Bagels, Bedfellows, Kinko's Courtyard Target -- Ensley Square -- Radio Shack, Firehouse Subs, Amsouth Bank Fleming Island Stein Mart Mail Boxes, Etc. ,Radio Shack, Hallmark Highlands Square (3) Eckerd, Big Lots Hair Cuttery, Rent Way, Precision Printing Julington Village (3) -- Mailboxes, Etc., H&R Block, Hallmark Millhopper Eckerd, Jo-Ann Fabrics Book Gallery, Postal Svc., Chesapeake Bagel Newberry Square Kmart, Jo-Ann Fabrics H & R Block, Cato Fashions, Olan Mills Ocala Corners (3) -- -- Old St. Augustine Plaza Eckerd, Waccamaw Mail Boxes, Etc., Hallmark, Hair Cuttery Palm Harbour Eckerd, Bealls, Blockbuster Mail Boxes, Etc., Hallmark, Merle Norman Pine Tree Plaza -- Great Clips, CiCi's Pizza, Soupersalad Regency Court CompUSA, Office Depot H&R Block, Mail Boxes Etc., Payless Shoes Sports Authority Loop Restaurant, Ashley Furniture Homestore South Monroe Blockbuster Rent-A-Center, H&R Block, GNC Tampa / Orlando Beneva Village Shops Walgreen's, Ross Dress for Less Movie Gallery, GNC, Hallmark, H&R Block Bloomingdale Square Wal-Mart, Beall's, Blockbuster Video Radio Shack, H&R Block, Hallmark, Ace Hardware Kings Crossing Sun City -- Hallmark, Mail Boxes Etc., Sally Beauty Supply Mainstreet Square Walgreen's Rent-A-Center, Discount Auto Parts, Norwest Mariner's Village Walgreen's, Blockbuster Supercuts. World Gym, Allstate Insurance Market Place - St. Petersburg -- Mail Boxes, Etc., Republic Bank, Merle Norman Peachland Promenade -- Southern Video, Hallmark, GNC Regency Square TJ Maxx, AMC Pak Mail, Lens Crafter, Jo-Ann Fabrics at Brandon Staples, Michaels, Marshalls S&K Famous Brands, Shoe Carnival 12 Seven Springs Kmart State Farm, Vanity Hair, H & R Block Regency Village (3) -- Terrace Walk CitiFinancial Mortage Co. Cici's Pizza, Norwest Financial Town Square (3) -- Panera Bread, Alltel University Collections Eckerd, Jo-Anns Fabrics Hallmark, Dockside Imports, Kinkos Village Center-Tampa Walgreen's, Stein Mart, Blockbuster Hallmark, Mens Warehouse Willa Springs (3) -- Party Land, Hallmark, Radio Shack West Palm Beach / Treasure Coast Boynton Lakes Plaza Walgreen's, World Gym, Blockbuster Hair Cuttery, Baskin Robbins, Dunkin Donuts Chasewood Plaza Beall's, Books-A-Million Hallmark, GNC, Supercuts Chasewood Storage -- -- East Port Plaza Walgreen's, Kmart, Sears Homelife H & R Block, GNC, Subway, Cato Martin Downs Village Center Beall's, Coastal Care Payless Theater, Hallmark, Nations Bank Martin Downs Village Shoppes (3) Walgreen's Mailbox Plus, Allstate, Optical Outlet Ocean Breeze Walgreen's, Coastal Care Mail Box Plus, National Bank, World Travel Ocean East (5) Medicine Shoppes,Coastal Care Mail Boxes, Nations Bank, Royal Dry Cleaners Tequesta Shoppes -- Mail Boxes, Etc., Hallmark, Radio Shack Town Center at Martin Downs -- Mail Boxes, Health Exchange, Champs Hair Wellington Market Place Walgreen's, Wellington 8 Theater Pak Mail, Subway, Papa John's Wellington Town Square Eckerd Mail Boxes, State Farm, Coldwell Banker Miami / Ft. Lauderdale Aventura Eckerd, Humana Footlabs, Bank United, City of Aventura Berkshire Commons Walgreen's H & R Block, Century 21, Allstate Garden Square Eckerd Subway, GNC, Hair Cuttery North Miami -- -- Palm Trails Plaza -- Mail Boxes, Sal's Pizza, Personnel One Shoppes @ 104 Navarro Discount Pharmacies Mail Boxes Etc., GNC, Subway Shoppes of Pebblebrooke -- -- Tamiami Trail Eckerd, Blockbuster Mail Boxes, Etc., Radio Shack, Pizza Hut University Market Place -- H & R Block, Mail Boxes Etc., Olan Mills Welleby Walgreen's H & R Block, Mail Boxes Plus, Pizza Hut Ft. Myers / Cape Coral Grande Oaks (3) -- -- Subtotal/Weighted Average(Florida) CALIFORNIA Los Angeles / SCA Amerige Heights (3) Target(4) -- Bristol and Warner -- Banner Central, Hollywood Video, Domino's Campus Marketplace (3) Sav-On Drugs Costa Verde Petco, Bookstar, Blockbuster US Post Office, Subway, Starbucks Crossroads Plaza -- -- El Camino Sav-On Drugs Kinkos, Bank of America, Subway, Radio Shack El Norte Parkway Plaza -- Our Fitness, Great Clips, Lens-4-Less Optical Friars Mission Long's Drugs, Blockbuster H&R Block, Mail Boxes Etc., Subway, Starbucks Garden Village (3) Rite Aid Starbucks, Coldwell Banker Heritage Plaza Sav-On Drugs, Ace Hardware Bank of America, Hollywood Video, Hallmark Morningside Plaza -- Hallmark, Subway, Mail Boxes Etc. Newland Center -- Wells Fargo Bank, Kinko's, Starbucks Oakbrook Plaza Long's Drugs Century 21, TCBY Yogurt, Subway Plaza de Hacienda -- Kragen Auto Parts, Taco Bell, Colortyme Plaza El Paseo (3),(5) -- -- Plaza Hermosa Sav-On Drugs, Blockbuster Hallmark, Mail Boxes Etc., R.S.V.P. Rona Plaza -- Home Video, Acapulco Travel San Fernando Value Square Home Depot -- Santa Ana Downtown Plaza Blockbuster Little Caesars Pizza, Payless Shoes, Taco Bell Twin Peaks Target Starbucks, Subway, GNC, Clothestime Ventura Village Blockbuster Papa Johns Pizza, Fantastic Sams Westlake Village Plaza Long's Drugs, Sav-On Drugs Bank of America, Citibank, Blockbuster Video Woodman - Van Nuys -- Supercuts, H&R Block, Chief Auto Parts San Francisco / NCA Blossom Valley Long's Drugs US Post Office, Hallmark, Great Clips, Starbucks Corral Hollow (3),(5) -- Precision Cuts Country Club Long's Drugs, Blockbuster Subway, GNC, Starbucks Diablo Plaza Long's Drugs, Jo-Ann Fabrics Hallmark, Mail Boxes Etc., Clothestime El Cerrito Plaza (3) Long's Drugs, Woolworth Bed, Bath & Beyond, Hallmark, Walden Books El Dorado Hills (3) Long' Drugs -- Encina Grande Walgreens, Blockbuster Radio Shack, Mail Boxes, Applebees Loehmann's Plaza Long's Drugs, Loehmann's Starbucks, Hallmark, Blockbuster Video Prairie City Crossing (3) -- Great Clips San Leandro Blockbuster Radio Shack, Hallmark, Mail Boxes Etc. Sequoia Station Long's Drugs, Old Navy Starbucks, Dress Barn, Sees Candies Barnes and Noble, The Wherehouse 13 Strawflower Village Long's Drugs Hallmark, Mail Boxes Etc., Subway Tassajara Crossing Long's Drugs, Ace Hardware Citibank, Hallmark, Petco, GNC The Promenade Long's Drugs, Blockbuster Bank of America, Mail Boxes Etc., True Value West Park Plaza Rite Aid, Blockbuster Starbucks, Supercuts, Kragen Auto Parks Woodside Central Marshalls, Discovery Zone Hollywood Video, Pier 1 Imports, GNC Subtotal/Weighted Average(California) TEXAS Austin Hancock Center Sears, Old Navy, Petco, Mars Music Hollywood Video, Radio Shack, GNC Market @ Round Rock Color Tile and Carpet Radio Shack, H&R Block, Merle Norman North Hills Goodyear Hollywood Video, Clothestime, Subway Dallas / Ft. Worth Arapaho Village -- H&R Block, Hallmark, GNC, Mail Boxes Etc. Bethany Lake Blockbuster Lady of America, Mr. Parcel, Fantastic Sams Casa Linda Plaza Eckerd, Petco, Blockbuster Mail Boxes Etc, Hallmark, 24 Hour Fitness Cooper Street Circuit City, Office Max, Jo-Ann Fabrics, Mail Boxes Etc., State Farm Sears Homelife Creekside (5) -- Hollywood Video, CICI's Pizza, Lady of America Harwood Hills PH I & II -- Good Year, Sport Clips, Pac N Mail Hebron Park Blockbuster Lady America, Hallmark, GNC Hillcrest Village Blockbuster American Airlines Keller Town Center (3) -- Sports Clips, Radio Shack, Starbucks Lebanon/Legacy Center (3) -- -- MacArthur Park Phase I Pier I Imports Men's Warehouse, Sport Clips MacArthur Park Phase II (5) Linens 'N Things, Barnes & Noble Gap, Hallmark, Great Clips, Marble Slab Market @ Preston Forest Petco Nations Bank, Fantastic Sams Matlock (3) Wal-Mart (4) -- Mills Pointe Blockbuster Hallmark, H&R Block, Subway, State Farm Mockingbird Commons -- State Farm, GNC, Starbucks, Hallmark TEXAS Dallas / Ft. Worth (Continued) Northview Plaza Blockbuster Merle Norman, Glamour Nails Ocotillo Center (3) -- State Farm, Mail Boxes Etc., Supercuts Preston Brook - Frisco -- Coldwell Banker, GNC, Supercuts Preston Park Gap, Blockbuster Bath & Body Works, Mail Boxes Etc., Starbucks Culwell & Son, Williams Sonoma Hallmark, Baby Gap, Wolf Camera Prestonwood (3) Blockbuster Hallmark, Great Clips, Mail Boxes Etc., Subway Ridglea Plaza Eckerd, Stein Mart Radio Shack, Mail Boxes Etc., Pro-Cuts Shiloh Springs (5) Blockbuster GNC, Great Clips, Lady of America Southpark Bealls H&R Block, GNC, Mail Boxes Etc. Tarrant Pkwy Plaza (3) Blockbuster Hallmark, Subway, Great Clips The Village -- Famous Footwear, Hallmark, Boston Market Trophy Club (3) Blockbuster Bank of America, Subway, Radio Shack Valley Ranch PH I, II & III -- Mail Boxes Etc., GNC, H&R Block Village Center - Southlake (5) Blockbuster Radio Shack, Papa Johns, Smoothie King Houston Champions Forest Eckerd Mail Boxes Etc., GNC, Sport Clips Fort Bend Market (3) -- Mailbox Depot Subtotal/Weighted Average(Texas) GEORGIA Atlanta Ashford Place Pier 1 Imports Baskin Robbin, Mail Boxes, Merle Norman Briarcliff LaVista Drug Emporium Supercuts Briarcliff Village TJ Maxx, Office Depot Subway, Hair Cuttery, Famous Footwear Buckhead Court Pavillion Bellsouth Mobility, Outback Steakhouse Cambridge Square -- Allstate, AAA Mail & Pkg., Wachovia Cromwell Square CVS Drug, Haverty's, Hancock Fabrics First Union, Bellsouth Mobility Cumming 400 Big Lots Pizza Hut, Hair Cuttery, Autozone Delk Spectrum Eckerd, Blockbuster Mail Boxes, Etc., GNC, Hallmark Dunwoody Hall (3) Eckerd Texaco, Blimpie, Nations Bank Dunwoody Village -- Federal Express, Jiffy Lube, Hallmark Killian Hill Market (3) Papa Johns Pizza, Citifinancial, Tuesday Morning Loehmann's Plaza Eckerd, Loehmann's Mail Boxes, Etc., GNC, H & R Block Lovejoy Station Blockbuster Subway, H&R Block, Supercuts Memorial Bend TJ Maxx Hollywood Video, Pizza Hut, GNC, H & R Block Orchard Square (3) -- Mail Boxes Unlimited, State Farm, Remax Paces Ferry Plaza Blockbuster Sherwin Williams, Nations Bank Powers Ferry Square CVS Drug, Pearl Arts & Crafts Domino's Pizza, Dunkin Donuts, Supercuts Powers Ferry Village CVS Drug Mail Boxes, Etc., Blimpies Rivermont Station CVS Drug, Blockbuster Pak Mail, GNC, Wolf Camera Roswell Village Eckerd, Blockbuster Hallmark, Pizza Hut, Scholtzyky's, Act Hardware Russell Ridge Blockbuster Pizza Hut, Pak Mail, Hallmark, GNC Sandy Plains Village Stein Mart, Blockbuster Hallmark, Mail Boxes Etc., Subway Sandy Springs Village Staples, Blockbuster Air Touch, Steinway Piano 14 Other Markets Evans Crossing Olsen Tire, Blockbuster Subway, Hair Cuttery, Dollar Tree LaGrangeMarketplace Eckerd Lee's Nails, It's Fashions, One Price Clothing Parkway Station -- H & R Block, Pizza Hut, Olan Mills Subtotal/Weighted Average(Georgia) OHIO Cincinnati Beckett Commons Stein Mart Mail Boxes, Etc., Subway, GNC Cherry Grove CVS Drug, TJ Maxx, Hancock Fabric GNC, Hallmark, Sally Beauty Supply Hyde Park Plaza Walgreen's, Michaels, Blockbuster Radio Shack, H&R Block, Hallmark, Barnes & Noble, Old Navy Jo-Ann Fabric, US Post Office, Kinkos Shoppes at Mason Blockbuster Mail Boxes Etc., GNC, Great Clips Westchester Plaza -- Pizza Hut, Subway, GNC Columbus East Pointe Goodyear, Blockbuster Mail Boxes, Etc., Hallmark, Subway Hampstead Village (3) Blockbuster Great Clips, Mail Boxes Etc., Blimpies Kingsdale (3) Stein Mart, Goodyear Hallmark, Jenny Craig, Famous Footware North Gate/(Maxtown) -- Hallmark, GNC, Great Clips OHIO Columbus (continued) Park Place Blockbuster Mail Boxes Etc., Domino's, Subway Windmiller Plaza Sears Hardware Radio Shack, Sears Optical, Great Clips Worthington CVS Drug, Blockbuster Little Caesar's, Hallmark, Radio Shack Toledo Cherry Street Center (3) -- -- ------------------------------------ Subtotal/Weighted Average(Ohio) NORTH CAROLINA Asheville Oakley Plaza CVS Drug, Western Auto Little Caesar's, Subway Baby Superstore Life Uniform Charlotte Carmel Commons Eckerd, Blockbuster, Piece Goods Party City, Radio Shack, Chuck E Cheese's City View CVS Drug, Public Library Bellsouth, Willie's Music Union Square CVS Drug, Blockbuster Mail Boxes, Etc., Subway, TCBY, Rack Room Consolidated Theatres Greensboro Sedgefield Village (3) -- -- Raleigh / Durham Bent Tree Plaza -- Pizza Hut, Manhattan Bagel, Parcel Plus Garner Town Square Target (4), Office Max, Blockbuster Sears Optical, Friedman's Jewelers Petsmart, United Artists H & R Block, Shoe Carnival, Dress Barn Glenwood Village Glenwood Pharmacy Domino's Pizza, Simple Pleasures Lake Pine Plaza Blockbuster H & R Block, GNC, Great Clips Maynard Crossing Blockbuster Mail Boxes, Etc., GNC, Hallmark Southpoint Crossing Blockbuster Wolf Camera, GNC, H&R Block, Hallmark Woodcroft True Value Domino's Pizza, Subway, Allstate Winston-Salem Kernersville Marketplace -- Mail Boxes, Little Caesar's, Great Clips Subtotal/Weighted Average(North Carolina) ------------------------------------ WASHINGTON Seattle Cascade Plaza Long's Drugs, Ross Dress for Less Bally Total Fitness, JoAnn Fabrics, Fashion Bug Inglewood Plaza Radio Shack Subway, Great Clips James Center Rite Aid Kinko's, Hollywood Video, U.S. Bank Lake Meridian Bartell Drugs, 24 Hour Fitness Mail Boxes Etc., Starbucks Pine Lake Village Rite Aid, Blockbuster Starbucks, Mail Post, Baskin Robbins Sammamish Highlands Bartell Drugs, Ace Hardware Hollywood Video, Starbucks, GNC, H&R Block Seattle Fur Exchange (3) Bed, Bath & Beyond The Oak Mill, Guitar Center South Point Plaza Rite Aid, Office Depot, Outback Steakhouse, Mail Boxes Etc. Pep Boys 15 Southcenter Target (4) GTE Wireless, Supercuts, Starbucks Thomas Lake Rite Aid, Blockbuster Great Clips, Subway Subtotal/Weighted Average(Washington) ------------------------------------ COLORADO Colorado Springs Cheyenne Meadows -- Hallmark, Nail Center, Cost Cutters Jackson Creek -- Cost Cutters, Pak Mail Woodmen Plaza (3),(5) -- Hallmark, GNC, Mail Boxes Etc., H&R Block COLORADO Denver Boulevard Center One Hour Optical Bennigans, Great Clips, Mail Boxes Etc. Buckley Square True Value Hardware Hollywood Video, Radio Shack, Subway Leetsdale Marketplace Blockbuster Radio Shack, GNC, Checkers Auto Parts Littleton Square Walgreens, Blockbuster Hallmark, H&R Block, Radio Shack, Great Clips Lloyd King Center -- GNC, Cost Cutters, Hollywood Video Redlands Marketplace (3) -- Great Clips Stroh Ranch -- Cost Cutters, Post Net, Dry Clean Station Subtotal/Weighted Average(Colorado) OREGON Portland Cherry Park Market (Grmr) -- Hollywood Video, Subway, Baskin Robbins Murrayhill Marketplace -- True Value, Great Clips, Allstate Port of Portland (3) -- -- Sherwood Crossroads (3) -- Great Clips, Starbucks Sherwood Market Center -- Hallmark, Blimpies, GNC, Supercuts Sunnside 205 -- Kinko's, State Farm, Coffee Bistro Tannesbourne (3) Bed, Bath & Beyond Party City Walker Center Sportmart, Blockbuster Postal Annex West Hills Blockbuster GNC, Starbucks, Great Clips, State Farm Subtotal/Weighted Average(Oregon) ALABAMA Birmingham Villages of Trussville CVS Drug Movie Gallery, Cellular One, Mattress Max West County Marketplace Rite Aid, Wal-Mart Domino's Pizza, GNC, Cato, Payless Shoes Montgomery Country Club Rite Aid Radio Shack, Subway, Premiere Video, GNC Other Markets Bonner's Point Wal-Mart Subway, Domino's Pizza, Cato, Movie Gallery Marketplace - Wal-Mart, Goody's Family Clothing Domino's Pizza, Subway, Hallmark Alexander City Subtotal/Weighted Average(Alabama) ARIZONA Phoenix Carefree Marketplace (3) -- -- South Mountain (3) -- Fashion Avenue Stonebridge Center (3) -- Cost Cutters, Post Net The Provinces (3) -- Supercuts, L.A. Nails, New York Bagels Scottsdale Paseo Village Walgreens, Blockbuster Domino's Pizza, McDonalds Pima Crossing Stein Mart, Blockbuster Pier 1 Imports, Bally Total Fitness, GNC Tuscon Vistoso Center (3) -- Lady of America, L.A. Nails, State Farm Subtotal/Weighted Average(Arizona) 16 TENNESSEE Nashville Harpeth Village Blockbuster Mail Boxes, Etc., Heritage Cleaners, Great Clips Nashboro Village -- Hallmark, Fantastic Sams, Cellular Sales Northlake Village CVS Drug Petco, Franks Nursery, GNC Peartree Village Eckerd, Office Max Hollywood Video, AAA Auto, Royal Thai Subtotal/Weighted Average(Tennessee) VIRGINIA Other Virgina Brookville Plaza -- H&R Block, Cost Cutters, Liberty Mutual Statler Square CVS Drug, Staples Hallmark, H & R Block, Hair Cuttery Washington D.C. Ashburn Farm Market (3) -- -- Chesire Station (3) -- Hair Cuttery, Petco Animal Supplies Subtotal/Weighted Average(Virginia) MISSOURI Olde Towne Plaza (3),(5) Stein Mart, Lowes, -- Marshalls, Homegoods St. Ann Square Bally Total Fitness Great Clips, US Navy, US Marines, US Army Subtotal/Weighted Average(Missouri) KENTUCKY Franklin Square Rite Aid, JC Penney, Office Depot Mail Boxes, Baskin Robbins, Kay Jewelers Hallmark, Radio Shack Silverlake Blockbuster Radio Shack, H&R Block, Great Clips Subtotal/Weighted Average(Kentucky) MICHIGAN Fenton Marketplace (3) Blockbuster, Micheals Supercuts Lakeshore Rite Aid Hallmark, Subway, Baskin Robbins Waterford -- Supercuts, Hollywood Video, Starbucks Subtotal/Weighted Average(Michigan) 17 MISSISSIPPI Columbia Marketplace Wal-Mart (4) GNC, Radio Shack, Cato, Movie Gallery Lucedale Marketplace Edwards Discount Drugs, Wal-Mart Subway, Cato, Byrd's Cleaners Subtotal/Weighted Average(Mississippi) SOUTH CAROLINA Merchants Village Firestone Tire Mail Boxes Etc., Hair Cuttery, Hallmark Queensborough (5) Pet Emporium Mail Boxes, Etc., Supercuts, Pizza Hut Subtotal/Weighted Average(South Carolina) ------------------------------------ DELAWARE Pike Creek Eckerd, K-mart Radio Shack, H&R Block, TCBY ILLINOIS Hinsdale Lake Commons Ace Hardware, Blockbuster Hallmark, Mail Boxes Etc., Fannie Mae New Jersey Echelon Village Plaza (3) -- Dunkin Donuts, Hair Cuttery WYOMING Dell Range Road (3)(5) -- Great Clips, Hallmark Total Weighted Average
-------------------------------------------------------------------- (1) Or latest renovation (2) Includes development properties. If development properties are excluded, the total percentage leased would be 95.3% for Company shopping centers. (3) Property under development or redevelopment. (4) Tenant owns its own building. (5) Owned by a partnership with outside investors in which the Partnership or an affiliate is the general partner. 18 Item 3. Legal Proceedings The Company is, from time to time, a party to legal proceedings, which arise, in the ordinary course of its business. The Company is not currently involved in any litigation nor, to management's knowledge, is any litigation threatened against the Company, the outcome of which would, in management's judgement based on information currently available, have a material adverse effect on the financial position or results of operations of the Company. Item 4. Submission of Matters to a Vote of Security Holders No matters were submitted for stockholder vote during the fourth quarter of 2000. PART Il Item 5. Market for the Registrant's Common Equity and Related Shareholder Matters The Company's common stock is traded on the New York Stock Exchange ("NYSE") under the symbol "REG". The Company currently has approximately 3,500 shareholders. The following table sets forth the high and low prices and the cash dividends declared on the Company's common stock by quarter for 2000 and 1999.
2000 1999 ----------------------------------- ------------------------------------- Cash Cash Quarter High Low Dividends High Low Dividends Ended Price Price Declared Price Price Declared ------------ ---------- --------- ------------ ---------- -------- ----------- March 31 $ 20.9375 18.3125 .48 23.1250 18.7500 .46 June 30 23.7500 19.2500 .48 22.5000 19.0000 .46 September 30 24.0000 21.2500 .48 22.1250 19.8750 .46 December 31 24.0625 20.7500 .48 20.8125 18.7500 .46
19 Regency intends to pay regular quarterly distributions to its common stockholders. Future distributions will be declared and paid at the discretion of the Board of Directors, and will depend upon cash generated by operating activities, Regency's financial condition, capital requirements, annual distribution requirements under the REIT provisions of the Internal Revenue Code of 1986, as amended, and such other factors as the Board of Directors deems relevant. Regency anticipates that for the foreseeable future, cash available for distribution will be greater than earnings and profits due to non-cash expenses, primarily depreciation and amortization, to be incurred by Regency. Distributions by Regency to the extent of its current and accumulated earnings and profits for federal income tax purposes will be taxable to stockholders as ordinary dividend income. Distributions in excess of earnings and profits generally will be treated as a non-taxable return of capital. Such distributions have the effect of deferring taxation until the sale of a stockholder's common stock. In order to maintain its qualification as a REIT, Regency must make annual distributions to stockholders of at least 95% of its taxable income. Under certain circumstances, which management does not expect to occur, Regency could be required to make distributions in excess of cash available for distributions in order to meet such requirements. Regency currently maintains the Regency Centers Corporation Dividend Reinvestment and Stock Purchase Plan which enables its stockholders to automatically reinvest distributions, as well as, make voluntary cash payments towards the purchase of additional shares. Under the loan agreement with the lenders of Regency's line of credit, distributions may not exceed 95% of Funds from Operations ("FFO") based on the immediately preceding four quarters. FFO is defined in accordance with the NAREIT definition as described in Regency's consolidated financial statements. Also, in the event of any monetary default, Regency will not make distributions to stockholders. The following describes the registrant's sales of unregistered securities during the periods covered by this report, each sold in reliance on Rule 506 of the Securities Act. In May and September 2000, Regency issued $70 million and $24 million of 8.75% Series E and Series F Cumulative Redeemable Preferred Units (the "Preferred Units"), respectively. The issues were sold to institutional investors in private placements for $100.00 per unit. The Preferred Units, which may be called by the Partnership at par on or after May and September, 2005 respectively, have no stated maturity or mandatory redemption, and pay a cumulative, quarterly dividend at an annualized rate of 8.75%. At any time after 10 years from the date of issuance, the Preferred Units may be exchanged for 8.75% 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. In 1999, Regency issued similar preferred units in several series in the amount of $210 million with an average fixed distribution rate of 8.93%. At December 31, 2000, the face value of total preferred units issued was $384 million with an average fixed distribution rate of 8.72% vs. $290 million with an average fixed distribution rate of 8.71% at December 31, 1999. During 1998, Regency acquired 43 shopping centers and joint ventures for a total investment of $384.3 million. On June 30, 2000, Regency acquired the non-owned portion of five of the joint ventures for $4.4 million consisting of cash, common stock and Units. 20 Item 6. Selected Consolidated Financial Data (in thousands, except per share data and number of properties) The following table sets forth Selected Financial Data on a historical basis for the five years ended December 31, 2000, for the Company. This information should be read in conjunction with the financial statements of the Company (including the related notes thereto) and Management's Discussion and Analysis of the Financial Condition and Results of Operations, each included elsewhere in this Form 10-K. This historical Selected Financial Data has been derived from the audited financial statements.
2000 1999 1998 1997 1996 ---- ---- ---- ---- ---- Operating Data: Revenues: Rental revenues $ 331,218 278,960 130,487 88,855 43,433 Service operations revenue 27,226 18,239 11,863 8,448 3,444 Equity in income of investments in real estate partnerships 3,139 4,688 946 33 70 ---------- --------- --------- --------- ---------- Total revenues 361,583 301,887 143,296 97,336 46,947 ---------- --------- --------- --------- ---------- Operating expenses: Operating, maintenance and real estate taxes 82,296 67,457 30,844 22,904 12,065 General and administrative and other expenses 21,870 19,747 15,064 9,964 6,048 Depreciation and amortization 59,430 48,612 25,046 16,303 8,059 ---------- --------- --------- ---------- ---------- Total operating expenses 163,596 135,816 70,954 49,171 26,172 ---------- --------- --------- --------- ---------- Interest expense, net of interest income 67,163 57,870 26,829 18,667 10,811 ---------- --------- --------- --------- ---------- Income before minority interests, gain and provision on real estate investments 130,824 108,201 45,513 29,498 9,964 Gain (loss) on sale of operating properties 4,507 (233) 10,726 451 - Provision for loss on operating properties held for sale (12,995) - - - - ---------- --------- --------- --------- ---------- Income before minority interests 122,336 107,968 56,239 29,948 9,964 Minority interest preferred unit distribution (29,601) (12,368) (3,359) - - Minority interest of exchangeable partnership units (2,492) (2,898) (1,826) (2,042) - Minority interest of limited partners (2,632) (2,856) (464) (505) - ---------- --------- --------- --------- ---------- Net income 87,611 89,846 50,590 27,402 9,964 Preferred stock dividends (2,817) (2,245) - - 58 ---------- --------- --------- --------- ---------- Net income for common stockholders $ 84,794 87,601 50,590 27,402 9,906 ========== ========= ========= ========= ========== Earnings per share: Basic $ 1.49 1.61 1.80 1.28 0.82 ========== ========= ========= ========= ========== Diluted $ 1.49 1.61 1.75 1.23 0.82 ========== ========= ========= ========= ========== Other Data: Common stock outstanding 56,898 56,924 25,489 23,992 13,590 Common Units, preferred stock and Class B common stock outstanding 3,150 3,565 4,337 3,550 29 Company owned gross leasable area 27,792 24,769 14,652 9,981 5,512 Number of properties (at end of period) 242 216 129 89 50 Ratio of earnings to fixed charges 1.7 1.9 2.1 2.3 1.8 Common dividends per share $ 0.48 0.46 0.44 0.42 0.405 Balance Sheet Data: Real estate investments at cost $ 2,943,627 2,636,193 1,250,332 833,402 393,403 Total assets 3,035,144 2,654,936 1,240,107 826,849 386,524 Total debt 1,307,072 1,011,967 548,126 278,050 171,607 Stockholders' equity 1,225,415 1,247,249 550,741 513,627 206,726
21 7. Management's Discussion and Analysis of Financial Condition and Results of Operations The following discussion should be read in conjunction with the accompanying Consolidated Financial Statements and Notes thereto of Regency Centers Corporation ("Regency" or "Company") appearing elsewhere within. Organization Regency is a qualified real estate investment trust ("REIT") which began operations in 1993. Regency had previously operated under the name Regency Realty Corporation, but changed its name to Regency Centers Corporation in February 2001 to more appropriately acknowledge its brand and position in the shopping center industry. Regency invests in retail shopping centers through its partnership interest in Regency Centers, L.P., ("RCLP") an operating partnership in which Regency currently owns approximately 98% of the outstanding common partnership units ("Units"). The acquisition, development, operations and financing activity of Regency including the issuance of Units or preferred units is executed by RCLP. Shopping Center Business Regency is a national owner, operator and developer of grocery-anchored neighborhood retail shopping centers. Regency's shopping centers summarized by state and in order by largest holdings including their gross leasable areas (GLA) follows:
December 31, 2000 December 31, 1999 ----------------- ----------------- Location # Properties GLA % Leased # Properties GLA % Leased ------------ ----- -------- ------------ -------- ----------- Florida 53 6,535,088 92.8% 48 5,909,534 91.7% California 39 4,922,329 98.3% 36 3,858,628 98.2% Texas 34 4,165,857 94.2% 29 3,849,549 94.2% Georgia 26 2,553,041 95.4% 27 2,716,763 92.3% Ohio 13 1,760,955 97.0% 14 1,923,100 98.1% North Carolina 13 1,302,751 97.4% 12 1,241,639 97.9% Washington 10 1,180,020 95.5% 9 1,066,962 98.1% Colorado 10 897,788 97.9% 10 903,502 98.0% Oregon 9 776,853 91.7% 7 616,070 94.2% Alabama 5 516,062 97.9% 5 516,061 99.5% Arizona 7 481,215 97.9% 2 326,984 99.7% Tennessee 4 423,326 99.6% 3 271,697 98.9% Virginia 4 397,624 95.1% 2 197,324 96.1% Missouri 2 369,045 95.8% 1 82,498 95.8% Kentucky 2 304,347 91.1% 1 205,061 91.8% Michigan 3 274,987 94.1% 3 250,655 98.7% Delaware 1 228,169 98.6% 1 232,754 96.3% Mississippi 2 185,061 97.7% 2 185,061 96.6% Illinois 1 178,601 86.4% 1 178,600 85.9% South Carolina 2 162,056 97.0% 2 162,056 98.8% New Jersey 1 88,867 - - - - Wyoming 1 87,777 - 1 75,000 - ------------ ------------ ------------- ------------ ----------- ----------- Total 242 27,791,819 95.3% 216 24,769,498 95.0% ============ ============ ============= ============ =========== ===========
* Excludes pre-stabilized properties under development Regency is focused on building a platform of grocery anchored neighborhood shopping centers because grocery stores provide convenience shopping of daily necessities, foot traffic for adjacent local tenants, and should withstand adverse economic conditions. Regency's current investment markets have continued to offer stable economies, and accordingly, Regency expects to realize growth in net income as a result of increasing occupancy in the portfolio, increasing rental rates, development and acquisition of shopping centers in targeted markets, and redevelopment of existing shopping centers. 22 The following table summarizes the four largest grocery tenants occupying Regency's shopping centers at December 31, 2000:
Grocery Number of % of % of Annualized Average Remaining Anchor Stores (a) Total GLA Base Rent (b) Lease Term ------- ---------- --------- ------------- ---------- Kroger 57 11.8% 10.39% 17 years Publix 43 7.0% 5.07% 13 years Safeway 41 5.3% 4.69% 13 years Albertsons 21 2.5% 2.21% 14 years
(a) Includes tenant owned stores (b) Includes properties owned through joint ventures Acquisition and Development of Shopping Centers Regency has implemented a growth strategy dedicated to developing high-quality shopping centers. This development process can require 12 to 36 months from initial land or redevelopment acquisition through construction and lease-up and finally stabilized income, depending upon the size and type of project. Generally, anchor tenants begin operating their stores prior to construction completion of the entire center, resulting in rental income during the development phase. At December 31, 2000, Regency had 56 projects under construction or undergoing major renovations, which when complete will represent an investment of $644.4 million. Total cost necessary to complete these developments is estimated to be $311.5 million and will be expended through 2002. These developments are approximately 52% complete and over 50% pre-leased. On August 3, 2000, Regency 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 Regency. Prior to acquiring the non-owned portion, the joint venture partner's interest was reflected as limited partners' interest in consolidated partnerships in Regency's financial statements. On June 30, 2000, Regency acquired the non-owned portion of nine properties in five joint ventures, previously accounted for using the equity method, for $4.4 million consisting of cash, common stock and Units. As a result, these joint ventures are wholly owned by Regency and are consolidated for financial reporting purposes as of the date of the acquisition. On February 28, 1999, Regency acquired Pacific Retail Trust ("Pacific") for approximately $1.157 billion. At the date of the acquisition, Pacific was operating or had under development 71 retail shopping centers representing 8.4 million SF of gross leaseable area. During 1998, Regency acquired 43 shopping centers and joint ventures for a total investment of $384.3 million ("1998 Acquisitions") excluding contingent consideration. During 2000 and 1999, the Company paid contingent consideration of $5 million and $9 million, respectively, related to the 1998 Acquisitions. No additional contingent consideration is due related to any acquisitions of the Company. Liquidity and Capital Resources Management anticipates that cash generated from operating activities will provide the necessary funds on a short-term basis for its operating expenses, interest expense and scheduled principal payments on outstanding indebtedness, recurring capital expenditures necessary to properly maintain the shopping centers, and distributions to share and Unit holders. Net cash provided by operating activities was $178.5 million and $151.3 million for the years ended December 31, 2000 and 1999, respectively. Regency incurred capital expenditures of $19.1 million and $21.5 million during 2000 and 1999, respectively. Regency paid scheduled principal payments of $6.2 million and $6.1 million during 2000 and 1999, respectively. Regency paid dividends and distributions of $145.1 million and $113.1 million during 2000 and 1999, respectively, to its share and Unit holders. Management expects to meet long-term liquidity requirements for maturing debt, non-recurring capital expenditures, and acquisition, renovation and development of shopping centers from: (i) excess cash generated from operating activities, (ii) working capital reserves, (iii) additional debt borrowings, and (iv) additional equity raised in the private and public markets. Net cash used in investing activities was $335.3 million and $216.6 million during 2000 and 1999, respectively, primarily for the purposes discussed under Acquisition and Development of Shopping Centers. Net cash provided by financing activities was $203.6 million and $99.5 million during 2000 and 1999, respectively, primarily related to proceeds from the preferred unit and debt offerings completed during 2000 and 1999 further discussed below. 23 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. Regency's outstanding debt at December 31, 2000 and 1999 consists of the following (in thousands): 2000 1999 Notes Payable: Fixed rate mortgage loans $ 270,491 382,715 Variable rate mortgage loans 40,640 11,376 Fixed rate unsecured loans 529,941 370,696 ------------ ------------ Total notes payable 841,072 764,787 Unsecured line of credit 466,000 247,179 ------------ ------------ Total $ 1,307,072 1,011,966 ============ ============ 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 150 basis points. Fixed interest rates on mortgage loans range from 7.04% to 9.5%. During 2000, Regency modified the terms of its unsecured line of credit (the "Line") by reducing the commitment to $625 million and extending the term. The Line matures in March 2002, but may be extended annually for one-year periods. Borrowings under the Line bear interest at a variable rate based on LIBOR plus 1% (7.875% at December 31, 2000) compared to LIBOR plus a 1.075% spread (7.575% at December 31, 1999), which is dependent on Regency maintaining its investment grade rating. Regency 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, 2000, Regency paid down the Line by $265 million from the proceeds of an unsecured debt offering for $220 million completed on January 22, 2001, and from the proceeds from the sale of two shopping centers to Columbia Regency Retail Partners, LLC ("Columbia") completed on December 31, 2000. Regency currently owns 10% of Columbia with the remaining 90% owned by Columbia PERFCO Partners, L.P., an affiliate of Oregon Public Employees Retirement Fund. Regency intends to sell three additional shopping centers to Columbia during 2001 upon completion of development. On December 15, 2000, Regency completed a $10 million unsecured debt offering with an interest rate of 8.0%. The notes were priced at 99.375%, and are due on December 15, 2010. On August 29, 2000, Regency completed a $150 million unsecured debt offering with an interest rate of 8.45%. The notes were priced at 99.819%, and are due on September 1, 2010. On April 15, 1999, Regency completed $250 million of unsecured debt offerings with interest rates of 7.4% to 7.75% due April 1, 2009. The net proceeds of these offerings were used to reduce the balance of the Line. During 1999, Regency assumed debt with a fair value of $402.6 million related to the acquisition of real estate, which included debt premiums of $4.1 million based upon the above market interest rates of the debt instruments. Debt premiums are amortized over the terms of the related debt instruments. In May and September 2000, Regency issued $70 million and $24 million of 8.75% Series E and Series F Cumulative Redeemable Preferred Units (the "Preferred Units"), respectively. The issues were sold to institutional investors in private placements for $100.00 per unit. The Preferred Units, which may be called by the Partnership at par on or after May and September, 2005 respectively, have no stated maturity or mandatory redemption, and pay a cumulative, quarterly dividend at an annualized rate of 8.75%. At any time after 10 years from the date of issuance, the Preferred Units may be exchanged for 8.75% 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. In 1999, Regency issued similar preferred units in several series in the amount of $210 million with an average fixed distribution rate of 8.93%. At December 31, 2000, the face value of total preferred units issued was $384 million with an average fixed distribution rate of 8.72% vs. $290 million with an average fixed distribution rate of 8.71% at December 31, 1999. 24 As of December 31, 2000, scheduled principal repayments on notes payable and the Line were as follows (in thousands): Scheduled Principal Term Loan Total Scheduled Payments by Year Payments Maturities Payments -------------------------- ------------ ----------- ------------- 2001 $ 5,413 67,676 73,089 2002 (includes the Line) 4,719 510,084 514,803 2003 4,691 23,299 27,990 2004 5,066 199,897 204,963 2005 3,883 148,031 151,914 Beyond 5 Years 32,016 292,490 324,506 Unamortized debt premiums - 9,807 9,807 ------------ ----------- ------------- Total $ 55,788 1,251,284 1,307,072 ============ =========== ============= Unconsolidated partnerships and joint ventures had mortgage loans payable of $14.3 million at December 31, 2000, and Regency's proportionate share of these loans was $5.9 million. Regency believes it qualifies and intends to qualify as a REIT under the Internal Revenue 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. While Regency intends to continue to pay dividends to its stockholders, it also will reserve such amounts of cash flow as it considers necessary for the proper maintenance and improvement of its real estate, while still maintaining its qualification as a REIT. Regency's real estate portfolio has grown substantially during 2000 as a result of the development activity discussed above. Regency intends to continue to acquire and develop shopping centers in the near future, and expects to meet the related capital requirements from borrowings on the Line. Regency expects to repay the Line from time to time from additional public and private equity or debt offerings, such as those completed in previous years. Because acquisition and development activities are discretionary in nature, they are not expected to burden Regency's capital resources currently available for liquidity requirements. Regency expects that cash provided by operating activities, unused amounts available under the Line, and cash reserves are adequate to meet liquidity requirements. Results from Operations Comparison 2000 to 1999 Revenues increased $59.7 million or 20% to $361.6 million in 2000. The increase was due primarily to the Pacific acquisition which did not occur until February 28, 1999, revenues from newly completed developments that only partially operated during 1999, and from growth in rental rates and occupancy levels at the operating properties. Minimum rent increased $38.2 million or 18%, and recoveries from tenants increased $13.8 million or 25%. At December 31, 2000, Regency was operating or developing 242 shopping centers. Regency identifies its shopping centers as either development properties or stabilized properties. Development properties are defined as properties that are in the construction and initial lease-up process that are not yet 93% leased and occupied. Stabilized properties are all properties not identified as development. At December 31, 2000, Regency had 194 stabilized shopping centers that were 95.3% leased. At December 31, 1999, these properties were 94.2% leased. In 2000, rental rates grew by 8% from renewal leases and new leases replacing previously occupied spaces in the stabilized properties. Service operations revenue includes fees earned in Regency's service operations segment which includes property management and leasing commissions earned from third parties, and development profits earned from the sale of shopping centers, build to suit properties, and land to third parties. Service operations revenue increased by $9.0 million to $27.2 million in 2000, or 49%. The increase was primarily due to a $11.1 million increase in development profits offset by a $2.1 million reduction in property management fees. During 2000 Regency continued to reduce the portfolio of properties managed for third party owners. Operating expenses increased $27.8 million or 20% to $163.6 million in 2000. Combined operating and maintenance, and real estate taxes increased $14.8 million or 22% during 2000 to $82.3 million. The increase was primarily due to the Pacific acquisition, expenses incurred by newly completed developments that only partially operated during 1999, and general increases in operating expenses on the stabilized properties. General and administrative expenses were $19.9 million during 2000 vs. $19.3 million in 1999 or 3% higher as a result of general salary and benefit increases, and new employees hired in 2000. Depreciation and amortization increased $10.8 million during 2000 or 22% primarily due to the Pacific acquisition and developments that only partially operated during 1999. 25 Periodically, Regency identifies shopping centers that no longer meet its 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. Regency 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. During 2000 Regency entered into a contract to sell seven shopping centers for $74.6 million and recorded a provision for loss on operating properties held for sale of $13.0 million. Interest expense increased to $72.0 million in 2000 from $60.1 million in 1999 or 20%. The increase was primarily due to the assumption of debt from the Pacific acquisition, and higher interest costs related to interest rate increases on outstanding debt balances including the unsecured debt offerings completed in 2000 and 1999. Preferred unit distributions increased $17.2 million to $29.6 million during 2000 as a result of the preferred units issued in 2000 and 1999. Average fixed distribution rates of the preferred units were 8.72% at December 31, 2000 vs. 8.71% at December 31, 1999. Net income for common stockholders was $84.8 million in 2000 vs. $87.6 million in 1999, or a 3% decrease. The decline was primarily a result of the provision for loss on operating properties held for sale and increased preferred unit distributions, net of the acquisition and development activity described above. Diluted earnings per share was $1.49 in 2000 vs. $1.61 in 1999, or 7.5% lower as a result of the decrease in net income. Comparison 1999 to 1998 Revenues increased $158.6 million or 111% to $301.9 million in 1999. The increase was due primarily to the Pacific and the 1998 Acquisitions providing increases in revenues of $143.9 million during 1999. Minimum rent increased $114.7 million or 111%, and recoveries from tenants increased $31.8 million or 132%. At December 31, 1999, Regency was operating or developing 216 shopping centers of which 190 were stabilized properties. These stabilized properties were 95% leased at December 31, 1999, and 93.6% leased at December 31, 1998. On a same property basis (excluding Pacific, the 1998 Acquisitions, and four office buildings sold during 1998) gross rental revenues increased $8.9 million or 8%, primarily due to higher base rents. In 1999, rental rates grew by 7.8% from renewal leases and new leases replacing previously occupied spaces in the stabilized properties. Service operations revenue increased by $6.3 million to $18.2 million in 1999, or 53%. The increase was primarily due to a $8.8 million increase in development profits offset by a $2.5 million reduction in property management fees. During 1999, Regency significantly reduced the portfolio of properties managed on behalf of third party owners. Operating expenses increased $64.9 million or 91% to $135.8 million in 1999. Combined operating and maintenance, and real estate taxes increased $36.6 million or 118% during 1999 to $67.5 million. The increases are due to Pacific and the 1998 Acquisitions generating operating and maintenance expenses and real estate tax increases of $35.9 million during 1999. On a same property basis, operating and maintenance expenses and real estate taxes increased $879,000 or 3.4%. General and administrative expenses increased 32% during 1999 to $19.3 million due to the hiring of new employees and related office expenses necessary to manage the shopping centers acquired during 1999 and 1998. Depreciation and amortization increased $23.6 million during 1999 or 94% primarily due to Pacific and the 1998 Acquisitions. Interest expense increased to $60.1 million in 1999 from $28.8 million in 1998 or 109% due to increased average outstanding loan balances related to the financing of the 1998 Acquisitions on the Line, the assumption of debt from the Pacific acquisition and the debt offerings completed in 1999. Net income for common stockholders was $87.6 million in 1999 vs. $50.6 million in 1998, a $37 million or 73% increase primarily related to the acquisition activity discussed. Diluted earnings per share was $1.61 in 1999 vs. $1.75 in 1998 due to the increase in net income offset by the increase in weighted average common shares primarily related to the acquisition of Pacific. 26 New Accounting Standards and Accounting Changes The Financial Accounting Standards Board issued Statement of Financial Accounting Standards No. 138, "Accounting for Certain Derivative Instruments and Certain Hedging Activities, an Amendment to FASB Statement No. 133" ("FAS 138"), which is effective for all fiscal quarters of all fiscal years beginning after June 15, 2000. FAS 138 and FAS 133 establish accounting and reporting standards for derivative instruments and hedging activities. FAS 138 and FAS 133 require entities to recognize all derivatives as either assets or liabilities in the balance sheet and measure those instruments at fair value. FAS 138 and FAS 133 will have no impact to the financial statements as Regency has no derivative instruments. Environmental Matters Regency, like others in the commercial real estate industry, is subject to numerous environmental laws and regulations. The operation of dry cleaning plants at Regency's shopping centers is the principal environmental concern. Regency 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, Regency uses all legal means to cause tenants to remove dry cleaning plants from its shopping centers. Where available, Regency has applied and been accepted into state sponsored environmental programs. Regency 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. Regency 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 Regency. Inflation Inflation has remained relatively low during 2000 and 1999 and has had a minimal impact on the operating performance of the shopping centers; however, substantially all of Regency's long-term leases contain provisions designed to mitigate the adverse impact of inflation. Such provisions include clauses enabling Regency to receive percentage rentals based on tenants' gross sales, which generally increase as prices rise, and/or escalation clauses, which generally increase rental rates during the terms of the leases. Such escalation clauses are often related to increases in the consumer price index or similar inflation indices. In addition, many of Regency's leases are for terms of less than ten years, which permits Regency to seek increased rents upon re-rental at market rates. Most of Regency's leases require the tenants to pay their share of operating expenses, including common area maintenance, real estate taxes, insurance and utilities, thereby reducing Regency's exposure to increases in costs and operating expenses resulting from inflation. Item 7a. Quantitative and Qualitative Disclosures about Market Risk Market Risk Regency is exposed to interest rate changes primarily as a result of its line of credit and long-term debt used to maintain liquidity and fund capital expenditures and expansion of Regency's real estate investment portfolio and operations. Regency's interest rate risk management objective is to limit the impact of interest rate changes on earnings and cash flows and to lower its overall borrowing costs. To achieve its objectives Regency borrows primarily at fixed rates and may enter into derivative financial instruments such as interest rate swaps, caps and treasury locks in order to mitigate its interest rate risk on a related financial instrument. Regency has no plans to enter into derivative or interest rate transactions for speculative purposes, and at December 31, 2000, Regency did not have any borrowings hedged with derivative financial instruments. Regency's interest rate risk is monitored using a variety of techniques. The table below presents the principal amounts maturing (in thousands), weighted average interest rates of remaining debt, and the fair value of total debt (in thousands), by year of expected maturity to evaluate the expected cash flows and sensitivity to interest rate changes. 27
Fair 2001 2002 2003 2004 2005 Thereafter Total Value ---- ---- ---- ---- ---- ---------- ----- ----- Fixed rate debt 42,450 48,803 17,990 204,963 151,914 324,505 790,625 800,433 Average interest rate for all debt 7.92% 7.87% 7.84% 8.02% 8.19% 8.25% - - Variable rate LIBOR debt 30,640 466,000 10,000 - - - 506,640 506,639 Average interest rate for all debt 7.65% 7.75% - - - - - -
As the table incorporates only those exposures that exist as of December 31, 2000, it does not consider those exposures or positions, which could arise after that date. Moreover, because firm commitments are not presented in the table above, the information presented therein has limited predictive value. As a result, Regency's ultimate realized gain or loss with respect to interest rate fluctuations will depend on the exposures that arise during the period, Regency's hedging strategies at that time, and interest rates. Item 8. Consolidated Financial Statements and Supplementary Data The Consolidated Financial Statements and supplementary data included in this Report are listed in Part IV, Item 14(a). Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure None. 28 PART III Item 10. Directors and Executive Officers of the Registrant Information concerning the directors of Regency is incorporated herein by reference to Regency's definitive proxy statement to be filed with the Securities and Exchange Commission within 120 days after the end of the fiscal year covered by this Form 10-K with respect to its 2001 Annual Meeting of Shareholders. The following provides information concerning the executive officers of Regency. MARTIN E. STEIN, JR. Mr. Stein, age 48, is Chairman of the Board and Chief Executive Officer of Regency. He served as President of Regency from its initial public offering in October 1993 until December 31, 1998. Mr. Stein also served as President of Regency's predecessor real estate division since 1981, and Vice President from 1976 to 1981. He is a director of Patriot Transportation Holding, Inc., a publicly held transportation and real estate company, and Stein Mart, Inc. MARY LOU FIALA. Ms. Fiala, age 49, became President and Chief Operating Officer of Regency in January 1999. Before joining Regency she was Managing Director - Security Capital U.S. Realty Strategic Group from March 1997 to January 1999. Ms. Fiala was Senior Vice President and Director of Stores, New England - Macy's East/ Federated Department Stores from 1994 to March 1997. From 1976 to 1994, Ms. Fiala held various merchandising and store operations positions with Macy's/Federated Department Stores. BRUCE M. JOHNSON Mr. Johnson, age 53, has been Managing Director and Chief Financial Officer of Regency since its initial public offering in October 1993. Mr. Johnson also served as Executive Vice President of Regency's predecessor real estate division since 1979. Item 11. Executive Compensation Incorporated herein by reference to Regency's definitive proxy statement to be filed with the Securities and Exchange Commission within 120 days after the end of the fiscal year covered by this Form 10-K with respect to its 2001 Annual Meeting of Shareholders. Item 12. Security Ownership of Certain Beneficial Owners and Management Incorporated herein by reference to Regency's definitive proxy statement to be filed with the Securities and Exchange Commission within 120 days after the end of the fiscal year covered by this Form 10-K with respect to its 2001 Annual Meeting of Shareholders. Item 13. Certain Relationships and Related Transactions Incorporated herein by reference to Regency's definitive proxy statement to be filed with the Securities and Exchange Commission within 120 days after the end of the fiscal year covered by this Form 10-K with respect to its 2001 Annual Meeting of Shareholders. 29 PART IV Item 14. Exhibits, Financial Statement Schedules, and Reports on Form 8-K (a) Financial Statements and Financial Statement Schedules: Regency's 2000 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: None (c) Exhibits: 2. Agreement and Plan of Merger dated as of September 23, 1998 between Regency Centers Corporation and Pacific Retail Trust (incorporated by reference to Exhibit 2.1 to the registration statement on Form S-4 of Regency Centers Corporation, No. 333-65491) 3. Articles of Incorporation and Bylaws (i) Restated Articles of Incorporation of Regency Centers Corporation as amended to date. (ii) 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 name dtherein 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) 10. Material Contracts ~(a) Regency Centers Corporation 1993 Long Term Omnibus Plan, as amended. ~*(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 -------------------------- ~ 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 30 ~*(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) ------------------------ ~ 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. 31 (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) ++ (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) Third Amended and Restated Agreement of Limited Partnership of Regency Centers, L.P., as amended. (q) Second Amended and Restated Credit Agreement dated as of July 21, 2000 by and among Regency Centers, L.P., a Delaware limited partnership (the "Borrower"), Regency Realty 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 of the Company's Form 10-Q filed November 7, 2000). ~(r) Change of Control Agreement dated as of June 1, 2000 by and between REGENCY REALTY CORPORATION, a Florida corporation (the "Company") and Mary Lou Fiala and Bruce M. Johnson 21. Subsidiaries of the Registrant 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. 32 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 REALTY CORPORATION Date: March 16, 2001 By: /s/ Martin E. Stein, Jr. ------------------------ Martin E Stein, Jr., Chairman of the Board and Chief Executive Officer Date: March 16, 2001 By: /s/ Bruce M. Johnson -------------------- Bruce M. Johnson, Managing Director and Principal Financial Officer Date: March 16, 2001 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 16, 2001 /s/ Martin E. Stein, Jr. ------------------------ Martin E. Stein, Jr., Chairman of the Board and Chief Executive Officer Date: March 16, 2001 /s/ Mary Lou Fiala Mary Lou Rogers, President, Chief Operating Officer and Director Date: March 16, 2001 /s/ Raymond L. Bank ------------------- Raymond L. Bank, Director Date: March 16, 2001 /s/ C. Ronald Blankenship ------------------------- C. Ronald Blankenship, Director Date: March 16, 2001 /s/ A. R. Carpenter ------------------- A. R. Carpenter, Director Date: March 16, 2001 /s/ J. Dix Druce, Jr. --------------------- J. Dix Druce, Jr., Director Date: March 16, 2001 /s/ John T. Kelley ------------------ John T. Kelley, Director Date: March 16, 2001 /s/ Douglas S. Luke ------------------- Douglas S. Luke, Director Date: March 16, 2001 /s/ John C. Schweitzer ---------------------- John C. Schweitzer, Director Date: March 16, 2001 /s/ Thomas G. Wattles --------------------- Thomas G. Wattles, Director Date: March 16, 2001 /s/ Terry N. Worrell -------------------- Terry N. Worrell, Director 33 REGENCY CENTERS CORPORATION INDEX TO FINANCIAL STATEMENTS Regency Centers Corporation Independent Auditors' Report F-2 Consolidated Balance Sheets as of December 31, 2000 and 1999 F-3 Consolidated Statements of Operations for the years ended December 31, 2000, 1999, and 1998 F-4 Consolidated Statements of Stockholders' Equity for the years ended December 31, 2000, 1999 and 1998 F-5 Consolidated Statements of Cash Flows for the years ended December 31, 2000, 1999, and 1998 F-7 Notes to Consolidated Financial Statements F-9 Financial Statement Schedule Independent Auditors' Report on Financial Statement Schedule S-1 Schedule III - Regency Centers Corporation Combined Real Estate and Accumulated Depreciation - December 31, 2000 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 Shareholders and Board of Directors Regency Centers Corporation: We have audited the accompanying consolidated balance sheets of Regency Centers Corporation as of December 31, 2000 and 1999, and the related consolidated statements of operations, stockholders' equity, and cash flows for each of the years in the three-year period ended December 31, 2000. These consolidated financial statements are the responsibility of the Company'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 Corporation as of December 31, 2000 and 1999, and the results of their operations and their cash flows for each of the years in the three-year period ended December 31, 2000 in conformity with accounting principles generally accepted in the United States of America. KPMG LLP Jacksonville, Florida January 30, 2001 F-2 REGENCY CENTERS CORPORATION Consolidated Balance Sheets December 31, 2000 and 1999
2000 1999 ------ ------ Assets Real estate investments (notes 2, 5 and 9): Land $ 564,089,984 567,673,872 Buildings and improvements 1,813,554,881 1,834,279,432 ---------------- ---------------- 2,377,644,865 2,401,953,304 Less: accumulated depreciation 147,053,900 104,467,176 ---------------- ---------------- 2,230,590,965 2,297,486,128 Properties in development 296,632,730 167,300,893 Operating properties held for sale 184,150,762 - Investments in real estate partnerships (note 4) 85,198,279 66,938,784 ---------------- ---------------- Net real estate investments 2,796,572,736 2,531,725,805 Cash and cash equivalents 100,987,895 54,117,443 Notes receivable 66,423,893 15,673,125 Tenant receivables, net of allowance for uncollectible accounts of $4,414,085 and $1,883,547 at December 31, 2000 and 1999, respectively 39,407,777 33,515,040 Deferred costs, less accumulated amortization of $13,910,018 and $8,802,559 at December 31, 2000 and 1999, respectively 21,317,141 12,530,546 Other assets 10,434,298 7,374,019 ---------------- ---------------- $ 3,035,143,740 2,654,935,978 ================ ================ Liabilities and Stockholders' Equity Liabilities: Notes payable (note 5) $ 841,072,156 764,787,207 Unsecured line of credit (note 5) 466,000,000 247,179,310 Accounts payable and other liabilities 75,460,304 48,886,111 Tenants' security and escrow deposits 8,262,885 7,952,707 ---------------- ---------------- Total liabilities 1,390,795,345 1,068,805,335 ---------------- ---------------- Preferred units (note 6) 375,407,777 283,816,274 Exchangeable operating partnership units 34,899,813 44,589,873 Limited partners' interest in consolidated partnerships 8,625,839 10,475,321 ---------------- ---------------- Total minority interest 418,933,429 338,881,468 ---------------- ---------------- Stockholders' equity (notes 6, 7 and 8): Cumulative convertible preferred stock Series 1 and paid in capital $.01 par value per share: 542,532 shares authorized; 537,107 issued and outstanding at December 31, 1999; liquidation preference $20.83 per share - 12,528,032 Cumulative convertible preferred stock Series 2 and paid in capital $.01 par value per share: 1,502,532 shares authorized; 1,487,507 and 950,400 shares issued and outstanding at December 31, 2000 and 1999, respectively; liquidation preference $20.83 per share 34,696,112 22,168,080 Common stock $.01 par value per share: 150,000,000 shares authorized; 60,234,925 and 59,639,536 shares issued at December 31, 2000 and 1999, respectively 602,349 596,395 Treasury stock; 3,336,754 and 2,715,851 shares held at December 31, 2000 and 1999, respectively, at cost (66,957,282) (54,536,612) Additonal paid in capital 1,317,668,173 1,304,257,610 Distributions in excess of net income (51,064,870) (26,779,538) Stock loans (9,529,516) (10,984,792) ---------------- ---------------- Total stockholders' equity 1,225,414,966 1,247,249,175 ---------------- ---------------- Commitments and contingencies (notes 9 and 10) $ 3,035,143,740 2,654,935,978 ================ ================ See accompanying notes to consolidated financial statements
F-3 REGENCY CENTERS CORPORATION Consolidated Statements of Operations For the Years ended December 31, 2000, 1999 and 1998
2000 1999 1998 ------ ------ ------ Revenues: Minimum rent (note 9) $ 256,279,019 218,039,441 103,365,322 Percentage rent 5,231,517 5,000,272 3,012,105 Recoveries from tenants 69,707,918 55,919,788 24,109,519 Service operations revenue 27,226,411 18,239,486 11,862,784 Equity in income of investments in real estate partnerships 3,138,553 4,687,944 946,271 ----------------- ------------------ ----------------- Total revenues 361,583,418 301,886,931 143,296,001 ----------------- ------------------ ----------------- Operating expenses: Depreciation and amortization 59,430,262 48,611,519 25,046,001 Operating and maintenance 47,297,799 39,204,109 18,455,672 General and administrative 19,932,609 19,274,225 14,564,148 Real estate taxes 34,998,404 28,253,961 12,388,521 Other expenses 1,936,686 472,526 500,000 ----------------- ------------------ ----------------- Total operating expenses 163,595,760 135,816,340 70,954,342 ----------------- ------------------ ----------------- Interest expense (income): Interest expense 71,970,783 60,067,007 28,786,431 Interest income (4,807,711) (2,196,954) (1,957,575) ----------------- ------------------ ----------------- Net interest expense 67,163,072 57,870,053 26,828,856 ----------------- ------------------ ----------------- Income before minority interests, gain and provision on real estate investments 130,824,586 108,200,538 45,512,803 Gain (loss) on sale of operating properties 4,506,982 (232,989) 10,725,975 Provison for loss on operating properties held for sale (12,995,412) - - ----------------- ------------------ ----------------- Income before minority interests 122,336,156 107,967,549 56,238,778 Minority interest preferred unit distributions (29,601,184) (12,368,403) (3,358,333) Minority interest of exchangeable partnership units (2,492,419) (2,897,778) (1,826,273) Minority interest of limited partners (2,631,721) (2,855,404) (464,098) ----------------- ------------------ ----------------- Net income 87,610,832 89,845,964 50,590,074 Preferred stock dividends (2,817,228) (2,244,593) - ----------------- ------------------ ----------------- Net income for common stockholders $ 84,793,604 87,601,371 50,590,074 ================= ================== ================= Net income per share (note 7): Basic $ 1.49 1.61 1.80 ================= ================== ================= Diluted $ 1.49 1.61 1.75 ================= ================== =================
See accompanying notes to consolidated financial statements F-4 REGENCY CENTERS CORPORATION Consolidated Statements of Stockholders' Equity For the Years ended December 31, 2000, 1999 and 1998
Class B Series 1 Series 2 Common Common Treasury Preferred Stock Preferred Stock Stock Stock Stock --------------- ---------------- ------------- ------------ ----------- Balance at December 31, 1997 $ - - 239,920 25,000 - Common stock issued to SCG (note 6) - - 4,358 - - Common stock issued as compensation, purchased by directors or officers, or issued under stock options - - 4,208 - - Common stock issued for partnership units redeemed - - 752 - - Common stock issued to acquire real estate (note 2) - - 5,651 - - Reallocation of minority interest - - - - - Partial forgiveness or repayment of stock loans - - - - - Cash dividends declared:1 Common stock, $1.76 per share - - - - - Net income - - - - - ----------------- -------------- -------------- -------------- ---------- Balance at December 31, 1998 $ - - 254,889 25,000 - Common stock issued as compensation, purchased by directors or officers, or issued under stock options - - 2,499 - - Common stock issued or cancelled under stock loans - - (528) - - Common stock issued for partnership units redeemed - - 3,961 - - Common stock issued for Class B conversion (note 6) - - 29,755 (25,000) - Preferred stock issued to acquire Pacific (note 6) 12,654,570 22,392,000 - - - Common stock issued to acquire Pacific (notes 2 and 6) - - 305,669 - - Common stock issued for preferred stock conversion (note 6) (126,538) (223,920) 150 - - Repurchase of common stock (note 6) - - - - (54,536,612) Cash dividends declared: Common stock, ($1.84 per share) and preferred stock - - - - - Net income - - - - - --------------- -------------- ------------- -------------- ----------- Balance at December 31, 1999 $ 12,528,032 22,168,080 596,395 - (54,536,612) Common stock issued as compensation or purchased by directors or officers, or issued under stock options - - 2,226 - - Common stock cancelled under stock loans - - (445) - (1,332,251) Common stock issued for partnership units redeemed - - 4,138 - - Common stock issued to acquire real estate - - 35 - - Preferred stock conversion (note 6) (12,528,032) 12,528,032 Reallocation of minority interest - - - - Repurchase of common stock (note 6) - - - - (11,088,419) Cash dividends declared: Common stock, ($1.92 per share) and preferred stock - - - - - Net income - - - - - --------------- --------------- --------------- -------------- ----------- Balance at December 31, 2000 $ - 34,696,112 602,349 - (66,957,282) =============== ================ =============== ============= ============
See accompanying notes to consolidated financial statements F-5 REGENCY CENTERS CORPORATION Consolidated Statements of Stockholders' Equity For the Years ended December 31, 2000, 1999 and 1998
Additional Distributions Total Paid In in Exess of Stock Stockholders' Capital Net Income Loans Equity --------------- -------------- ------------ ----------------- Balance at December 31, 1997 535,498,878 (20,494,893) (1,642,252) 513,626,653 Common stock issued to SCG (note 6) 9,637,208 - - 9,641,566 Common stock issued as compensation, purchased by directors or officers, or issued under stock options 10,746,701 - (7,409,151) 3,341,758 Common stock issued for partnership units redeemed 1,670,631 - - 1,671,383 Common stock issued to acquire real estate (note 2) 14,263,472 - - 14,269,123 Reallocation of minority interest 6,649,818 - - 6,649,818 Partial forgiveness or repayment of stock loans - - 442,013 442,013 Cash dividends declared: Common stock, $1.76 per share - (49,490,925) - (49,490,925) Net income - 50,590,074 - 50,590,074 --------------- --------------- -------------- ----------------- Balance at December 31, 1998 578,466,708 (19,395,744) (8,609,390) 550,741,463 Common stock issued as compensation, purchased by directors or officers, or issued under stock options 3,731,625 - - 3,734,124 Common stock issued or cancelled under stock loans (1,312,203) - 1,623,552 310,821 Common stock issued for partnership units redeemed 7,591,712 - - 7,595,673 Common stock issued for Class B conversion (note 6) (4,755) - - - Preferred stock issued to acquire Pacific (note 6) - - - 35,046,570 Common stock issued to acquire Pacific (notes 2 and 6) 715,434,215 - (3,998,954) 711,740,930 Common stock issued for preferred stock conversion (note 6) 350,308 - - - Repurchase of common stock (note 6) - - - (54,536,612) Cash dividends declared: Common stock, ($1.84 per share) and preferred stock - (97,229,758) - (97,229,758) Net income - 89,845,964 - 89,845,964 --------------- ---------------- ------------- --------------- Balance at December 31, 1999 1,304,257,610 (26,779,538) (10,984,792) 1,247,249,175 Common stock issued as compensation or purchased by directors or officers, or issued under stock options 4,791,861 - - 4,794,087 Common stock cancelled under stock loans (192,818) - 1,455,276 (70,238) Common stock issued for partnership units redeemed 9,807,737 - - 9,811,875 Common stock issued to acquire real estate 88,889 - - 88,924 Preferred stock conversion (note 6) Reallocation of minority interest (1,085,106) - - (1,085,106) Repurchase of common stock (note 6) - - - (11,088,419) Cash dividends declared: Common stock, ($1.92 per share) and preferred stock - (111,896,164) - (111,896,164) Net income - 87,610,832 - 87,610,832 ------------- --------------- -------------- --------------- Balance at December 31, 2000 1,317,668,173 (51,064,870) (9,529,516) 1,225,414,966 ============= ============== ============== ===============
See accompanying notes to consolidated financial statements F-6 REGENCY CENTERS CORPORATION Consolidated Statements of Cash Flows For the Years ended December 31, 2000, 1999 and 1998
2000 1999 1998 ------ ------- ------- Cash flows from operating activities: Net income $ 87,610,832 89,845,964 50,590,074 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization 59,430,262 48,611,519 25,046,001 Deferred loan cost and debt premium amortization 609,107 556,100 (822,276) Stock based compensation 4,719,212 2,411,907 2,422,547 Minority interest preferred unit distribution 29,601,184 12,368,403 3,358,333 Minority interest of exchangeable operating partnership units 2,492,419 2,897,778 1,826,273 Minority interest of limited partners 2,631,721 2,855,404 464,098 Equity in income of investments in real estate partnerships (3,138,553) (4,687,944) (946,271) (Gain) loss on sale of operating properties (4,506,982) 232,989 (10,725,975) Provision for loss on operating properties held for sale 12,995,412 - - Changes in assets and liabilities: Tenant receivables (4,170,897) (12,342,419) (5,143,938) Deferred leasing costs (10,454,805) (5,025,687) (2,337,253) Other assets (4,732,220) 74,863 (4,059,535) Tenants' security and escrow deposits 248,331 1,238,955 517,396 Accounts payable and other liabilities 5,196,868 12,264,438 4,811,991 -------------- -------------- --------------- Net cash provided by operating activities 178,531,891 151,302,270 65,001,465 -------------- -------------- --------------- Cash flows from investing activities: Acquisition and development of real estate, net (304,223,421) (161,372,019) (230,045,015) Acquisition of Pacific, net of cash acquired - (9,046,230) - Acquistion of partners' interest in investments in real estate partnerships, net of cash acquired (1,402,371) - - Investment in real estate partnerships (71,391,125) (30,752,019) (29,068,392) Capital improvements (19,134,500) (21,535,961) (8,325,492) Proceeds from sale of operating properties 42,104,610 5,389,760 30,662,197 Repayment of notes receivable 15,673,125 - - Distributions received from investments in real estate partnerships 3,109,586 704,474 383,853 -------------- -------------- --------------- Net cash used in investing activities (335,264,096) (216,611,995) (236,392,849) -------------- -------------- --------------- Cash flows from financing activities: Net proceeds from common stock issuance 25,276 223,375 10,225,529 Repurchase of common stock (11,088,419) (54,536,612) - Proceeds from issuance of exchangeable operating partnership units - - 7,694 Redemption of exchangeable operating partnership units (1,435,694) (1,620,939) - Purchase of limited partner's interest in consolidated partnership (2,925,158) (633,673) - Contributions from limited partners in consolidated partnerships - - 4,289,995 Net distributions to limited partners in consolidated partnerships (2,139,886) (1,071,831) (672,656) Distributions to exchangeable operating partnership unit holders (3,652,033) (3,534,515) (2,023,132) Distributions to preferred unit holders (29,601,184) (12,368,403) (3,358,333) Dividends paid to common stockholders (109,078,935) (94,985,165) (49,490,925) Dividends paid to preferred stockholders (2,817,228) (2,244,593) - Net proceeds from fixed rate unsecured notes 159,728,500 249,845,300 99,758,000 Net proceeds from issuance of preferred units 91,591,503 205,016,274 78,800,000 Proceeds (repayment) of unsecured line of credit, net 218,820,690 (142,051,875) 69,500,000 Proceeds from notes payable 18,153,368 445,207 7,345,000 Repayment of notes payable (112,669,554) (32,534,707) (33,988,244) Scheduled principal payments (6,230,191) (6,085,360) (3,366,124) Deferred loan costs (3,078,398) (4,355,008) (2,301,821) -------------- -------------- --------------- Net cash provided by financing activities 203,602,657 99,507,475 174,724,983 -------------- -------------- --------------- Net increase in cash and cash equivalents 46,870,452 34,197,750 3,333,599 Cash and cash equivalents at beginning of period 54,117,443 19,919,693 16,586,094 -------------- -------------- --------------- Cash and cash equivalents at end of period $ 100,987,895 54,117,443 19,919,693 ============== ============== ===============
See accompanying notes to consolidated financial statements F-7 REGENCY CENTERS CORPORATION Consolidated Statements of Cash Flows For the Years Ended December 31, 2000, 1999 and 1998 (continued)
2000 1999 1998 ------ ------ ------ Supplemental disclosure of cash flow information - cash paid for interest (net of capitalized interest of approximately $14,553,000, $11,029,000 and $3,417,000 in 2000, 1999 and 1998, respectively) $ 66,261,518 52,914,976 24,693,895 ============== ============== =============== Supplemental disclosure of non-cash transactions: Mortgage loans assumed for the acquisition of Pacific and real estate $ 19,947,565 402,582,015 132,832,342 ============== ============== =============== Common stock and exchangeable operating partnership units issued for investments in real estate partnerships $ 329,948 1,949,020 - ============== ============== =============== Common stock and exchangeable operating partnership units issued for the acquisition of partners' interest in investments in real estate partnerships $ 1,287,111 - - ============== ============== =============== Preferred and common stock and exchangeable operating partnership units issued for the acquisition of Pacific and real estate $ 103,885 771,351,617 37,023,849 ============== ============== =============== Other liabilities assumed to acquire Pacific $ - 13,897,643 - ============== ============== =============== Notes receivable taken in connection with sales of development properties $ 66,423,893 15,673,125 - ============== ============== ===============
See accompanying notes to consolidated financial statements F-8 REGENCY CENTERS CORPORATION Notes to Consolidated Financial Statements December 31, 2000 1. Summary of Significant Accounting Policies (a) Organization and Principles of Consolidation The accompanying consolidated financial statements include the accounts of Regency Centers Corporation, its wholly owned qualified REIT subsidiaries, and its majority owned or controlled subsidiaries and partnerships (the "Company" or "Regency"). All significant intercompany balances and transactions have been eliminated in the consolidated financial statements. The Company owns approximately 98% of the outstanding common units of Regency Centers, L.P., ("RCLP" or the "Partnership") and partnership interests ranging from 50.01% to 55% in majority owned real estate partnerships (the "Majority Partnerships"). The equity interests of third parties held by RCLP and the Majority Partnerships are included in the consolidated financial statements as preferred or exchangeable operating partnership units ("Units") and limited partners' interest in consolidated partnerships. The Company is a qualified real estate investment trust ("REIT") which began operations in 1993 as Regency Realty Corporation. In February 2001, the Company changed its name to Regency Centers Corporation. (b) Revenues 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. 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 which 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 maintenance (CAM) costs. These additional rents are recognized as the tenants achieve the specified targets as defined in the lease agreements. Service operations revenue includes property management fees and leasing commissions earned from third parties, and development profits from the sale of shopping centers, build to suit properties, and land to third parties. F-9 REGENCY CENTERS CORPORATION Notes to Consolidated Financial Statements December 31, 2000 (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 Company'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 Company 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. At December 31, 2000, the Company had seven properties under contract for sale for $74.6 million, and recorded a provision for loss on the sale of $13.0 million. The results of operations from these seven properties was $6.8 million for the year ended December 31, 2000. The Company 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. (d) Income Taxes The Company believes it qualifies and intends to continue to qualify as a REIT under the Internal Revenue Code (the "Code"). As a REIT, the Company is allowed to reduce taxable income by all or a portion of its distributions to stockholders. As distributions have exceeded taxable income, no provision for federal income taxes has been made 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. F-10 REGENCY CENTERS CORPORATION Notes to Consolidated Financial Statements December 31, 2000 (d) Income Taxes (continued) In July 2000, two subsidiaries of the Company, Regency Realty Group, Inc., ("RRG") and PRT Development Corporation ("PRTDC") merged with RRG being the surviving entity. RRG is subject to federal and state income taxes and files separate tax returns. RRG, including historical amounts of PRTDC, had taxable income of $2,245,101, $5,029,438, and $774,756 for the years ended December 31, 2000, 1999 and 1998, respectively. RRG incurred federal and state income tax of $890,318, $2,011,629 and $223,657 in 2000, 1999 and 1998, respectively. The Company and RRG plan to jointly elect for RRG to be treated as a Taxable REIT Subsidiary of the Company as such term is defined in Section 856(l) of the Code. Such election, if made, will be effective for the tax year beginning January 1, 2001, and is not expected to impact the tax treatment of either the Company or RRG. At December 31, 2000 and 1999, the net book basis of real estate assets exceeds the tax basis by approximately $170 million and $197 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 during the years ended December 31 (unaudited): 2000 1999 1998 ---- ---- ---- Dividend per share $ 1.92 1.84 1.76 Ordinary income 82% 75% 71% Capital gain 5% 2% 2% Return of capital 11% 23% 27% Unrecaptured Section 1250 gain 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 Company's shopping centers. Deferred leasing costs were $15.3 million and $7.1 million at December 31, 2000 and 1999, respectively. Deferred loan costs consists of initial direct and incremental costs associated with financing activities. Deferred loan costs were $6.0 million and $5.4 million at December 31, 2000 and 1999, respectively. F-11 REGENCY CENTERS CORPORATION Notes to Consolidated Financial Statements December 31, 2000 (f) Earnings Per Share Basic net income per share of common stock is computed based upon the weighted average number of common shares outstanding during the year. Diluted net income per share also includes common share equivalents for stock options, exchangeable operating partnership units, preferred stock, and Class B common stock when dilutive. See note 7 for the calculation of earnings per share. (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 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. (i) Stock Option Plan The Company applies the provisions of SFAS No. 123, "Accounting for Stock Based Compensation", which allows companies a choice in the method of 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 Company 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 1999 amounts to conform to classifications adopted in 2000. F-12 REGENCY CENTERS CORPORATION Notes to Consolidated Financial Statements December 31, 2000 2. Acquisitions of Shopping Centers On August 3, 2000, the Company 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 Company. Prior to acquiring the non-owned portion, the joint venture partner's interest was reflected as limited partners' interest in consolidated partnerships in the Company's financial statements. On February 28, 1999, the Company acquired Pacific Retail Trust ("Pacific") for approximately $1.157 billion. The operating results of Pacific are included in the Company's consolidated financial statements from the date each property was acquired. The following unaudited pro forma information presents the consolidated results of operations as if the acquisition of Pacific had occurred on January 1, 1999. Such pro forma information reflects adjustments to 1) increase depreciation, interest expense, and general and administrative costs and 2) adjust the weighted average common shares and common equivalent shares outstanding issued to acquire the properties. Pro forma revenues would have been $324.7 million as of December 31, 1999. Pro forma net income for common stockholders would have been $94.1 million as of December 31, 1999. Pro forma basic net income per share and pro forma diluted net income per share would have been $1.58 and $1.58, respectively, as of December 31, 1999. This data does not purport to be indicative of what would have occurred had the Pacific acquisition been made on January 1, 1999, or of results which may occur in the future. During 2000 and 1999, the Company paid contingent consideration of $5 million and $9 million, respectively, 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 Company. F-13 REGENCY CENTERS CORPORATION Notes to Consolidated Financial Statements December 31, 2000 3. Segments The Company was formed, and currently operates, for the purpose of 1) operating and developing Company owned retail shopping centers (Retail segment), and 2) providing services including property management and commissions earned from third parties, and development related profits and fees earned from the sales of shopping centers and build to suit properties to third parties (Service operations segment). The Company had previously operated four office buildings that were sold during 1998 (Office buildings segment). The Company's reportable segments offer different products or services and are managed separately because each requires different strategies and management expertise. There are no material inter-segment sales or transfers. The Company assesses and measures operating results starting with net operating income for the Retail and Office Buildings segments and income 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 Company'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 Company further adjusts FFO by distributions made to holders of Units and preferred stock that results in a diluted FFO amount. The Company considers diluted FFO to be the industry standard for reporting the operations of real estate investment trusts ("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 Company's performance, such amount does not represent cash flow from operations as defined by generally accepted accounting principles, should not be considered an alternative to net income as an indicator of the Company's operating performance, and is not indicative of cash available to fund all cash flow needs. Additionally, the Company'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, 2000, 1999, and 1998. Assets not attributable to a particular segment consist primarily of cash and deferred costs. F-14 REGENCY CENTERS CORPORATION Notes to Consolidated Financial Statements December 31, 2000
3. Segments (continued) 2000 1999 1998 ---- ---- ---- Revenues: Retail segment $ 334,357,007 283,647,445 130,900,785 Service operations segment 27,226,411 18,239,486 11,862,784 Office buildings segment - - 532,432 ------------- ------------- -------------- Total revenues $ 361,583,418 301,886,931 143,296,001 ============= ============= ============== Funds from Operations: Retail segment net operating income $ 252,060,804 216,189,375 100,239,863 Service operations segment income 27,226,411 18,239,486 11,862,784 Office buildings segment net operating income - - 349,161 Adjustments to calculate diluted FFO: Interest expense (71,970,783) (60,067,007) (28,786,431) Interest income 4,807,711 2,196,954 1,957,575 Earnings from recurring land sales - - 901,853 General and administrative and other (21,869,295) (19,746,751) (15,064,148) Non-real estate depreciation (1,459,326) (1,003,092) (679,740) Minority interest of limited partners, net of gains excluded from FFO (1,207,364) (2,855,404) (464,098) Minority interest in depreciation and amortization (481,184) (584,048) (526,018) Share of joint venture depreciation and amortization 1,287,793 987,912 688,686 Distributions on preferred units (29,601,184) (12,368,403) (3,358,333) ------------- ------------- -------------- Funds from Operations - diluted 158,793,583 140,989,022 67,121,154 ------------- ------------- -------------- Reconciliation to net income for common stockholders: Real estate related depreciation and amortization (57,970,936) (47,608,427) (24,366,261) Minority interest in depreciation and amortization 481,184 584,048 526,018 Share of joint venture depreciation and amortization (1,287,793) (987,912) (688,686) Provision for loss on operating properties held for sale (12,995,412) - - Gain (loss) on sale of operating properties 3,082,625 (232,989) 9,824,122 Minority interest of exchangeable operating partnership units (2,492,419) (2,897,778) (1,826,273) ------------- ------------- -------------- Net income $ 87,610,832 89,845,964 50,590,074 ============= ============= ============== Assets (in thousands): Retail segment $ 2,454,476 2,463,639 1,187,238 Service operations segment 447,929 123,233 20,870 Cash and other assets 132,739 68,064 31,999 ------------- ------------- -------------- Total assets $ 3,035,144 2,654,936 1,240,107 ============= ============= ==============
F-15 REGENCY CENTERS CORPORATION Notes to Consolidated Financial Statements December 31, 2000 4. Investments in Real Estate Partnerships The Company accounts for all investments in which it owns less than 50% and does not have controlling financial interest using the equity method. The Company's combined investment in these partnerships was $85.2 million and $66.9 million at December 31, 2000 and 1999, respectively. Net income is allocated to the Company in accordance with the respective partnership agreements. On June 30, 2000, the Company acquired the non-owned portion of nine joint ventures, previously accounted for using the equity method, for $4.4 million consisting of cash, common stock and Units. As a result, these joint ventures are wholly-owned by the Company and are consolidated for financial reporting purposes as of the date of acquisition. On December 31, 2000, the Company contributed $4.5 million to Columbia Regency Retail Partners, LLC ("Columbia") representing a 10% equity interest. The remaining 90% of Columbia is owned by Columbia PERFCO Partners, L.P., an affiliate of Oregon Public Employees Retirement Fund. Columbia was formed for the purpose of investing in grocery anchored shopping centers. 5. Notes Payable and Unsecured Line of Credit The Company's outstanding debt at December 31, 2000 and 1999 consists of the following (in thousands): 2000 1999 ------ ------ Notes Payable: Fixed rate mortgage loans $ 270,491 382,715 Variable rate mortgage loans 40,640 11,376 Fixed rate unsecured loans 529,941 370,696 ------------ ------------ Total notes payable 841,072 764,787 Unsecured line of credit 466,000 247,179 ------------ ------------ Total $ 1,307,072 1,011,966 ============ ============ On December 15, 2000, the Company, through RCLP, 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 the Company. On August 29, 2000, the Company, through RCLP, 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 the Company. The net proceeds of the offerings were used to reduce the balance of the unsecured line of credit (the "Line"). F-16 REGENCY CENTERS CORPORATION Notes to Consolidated Financial Statements December 31, 2000 5. Notes Payable and Unsecured Line of Credit (continued) In July 2000, the Company modified the terms of its Line by reducing the commitment to $625 million. The Line matures in March 2002, but may be extended annually for one-year periods. Borrowings under the Line bear interest at a variable rate based on LIBOR plus a 1% spread (7.875% at December 31, 2000) compared to LIBOR plus a 1.075% spread (7.575% at December 31, 1999), and is dependent on the Company maintaining its investment grade rating. The Company is required to comply and is in compliance with certain financial and other covenants customary with this type of unsecured financing. The Line is used primarily to finance the acquisition and development of real estate, but is also available for general working capital purposes. Subsequent to December 31, 2000, the Company paid down the Line by $265 million from the proceeds of an unsecured debt offering for $220 million completed on January 22, 2001, and from the proceeds from the sale of two shopping centers to Columbia completed on December 31, 2000. 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 150 basis points. Fixed interest rates on mortgage loans range from 7.04% to 9.5%. During 1999, the Company assumed debt with a fair value of $402.6 million related to the acquisition of real estate, which included debt premiums of $4.1 million based upon the above market interest rates of the debt instruments. Debt premiums are amortized over the terms of the related debt instruments. On April 15, 1999, the Company, through RCLP, completed a $250 million unsecured debt offering in two tranches. The Company issued $200 million 7.4% notes due April 1, 2004, priced at 99.922% to yield 7.42%, and $50 million 7.75% notes due April 1, 2009, priced at 100%. The net proceeds of the offering were used to reduce the balance of the Line. As of December 31, 2000, scheduled principal repayments on notes payable and the Line were as follows (in thousands): Scheduled Principal Term Loan Total Scheduled Payments by Year Payments Maturities Payments ----------- ------------ ------------ 2001 $ 5,413 67,676 73,089 2002 (includes the Line) 4,719 510,084 514,803 2003 4,691 23,299 27,990 2004 5,066 199,897 204,963 2005 3,883 148,031 151,914 Beyond 5 Years 32,016 292,490 324,506 Unamortized debt premiums - 9,807 9,807 ----------- ------------ ------------ Total $ 55,788 1,251,284 1,307,072 =========== ============ ============ F-17 REGENCY CENTERS CORPORATION Notes to Consolidated Financial Statements December 31, 2000 5. Notes Payable and Unsecured Line of Credit (continued) Unconsolidated partnerships and joint ventures had mortgage loans payable of $14.3 million at December 31, 2000, and the Company's proportionate share of these loans was $5.9 million. The fair value of the Company's notes payable and Line are estimated based on the current rates available to the Company for debt of the same remaining maturities. Variable rate notes payable, and the Line, are considered to be at fair value since the interest rates on such instruments reprice based on current market conditions. Notes payable with fixed rates, that have been assumed in connection with acquisitions, are recorded in the accompanying financial statements at fair value. The Company considers the carrying value of all other fixed rate notes payable to be a reasonable estimation of their fair value based on the fact that the rates of such notes are similar to rates available to the Company for debt of the same terms. 6. Stockholders' Equity and Minority Interest In May and September 2000, the Company issued $70 million and $24 million of 8.75% Series E and Series F Cumulative Redeemable Preferred Units (the "Preferred Units"), respectively. The issues were sold to institutional investors in private placements for $100.00 per unit. The Preferred Units, which may be called by the Partnership at par on or after May and September 2005, respectively, have no stated maturity or mandatory redemption, and pay a cumulative, quarterly dividend at an annualized rate of 8.75%. At any time after 10 years from the date of issuance, the Preferred Units may be exchanged for 8.75% 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 the Company. The net proceeds of these offerings were used to reduce the Line. In 1999, the Company issued similar preferred units in several series in the amount of $210 million with an average fixed distribution rate of 8.93%. At December 31, 2000, the face value of total preferred units issued was $384 million with an average fixed distribution rate of 8.72% vs. $290 million with an average fixed distribution rate of 8.71% at December 31, 1999. Terms and conditions of the Preferred Units are summarized as follows:
Units Issue Issuance Distribution Callable Redeemable Series Issued Price Amount Rate By Company 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 =========== ================
F-18 REGENCY CENTERS CORPORATION Notes to Consolidated Financial Statements December 31, 2000 6. Stockholders' Equity and Minority Interest (continued) As part of the acquisition of Pacific, the Company issued Series 1 and Series 2 preferred stock. During 1999, a holder of Series 2 preferred stock converted all of their shares into 14,987 shares of common stock. 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. The Company 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 the Company's outstanding shares through periodic open market transactions or privately negotiated transactions. At March 31, 2000, the Company had completed the program by purchasing 3.25 million shares. During 1999, 2,500,000 shares of Class B common stock converted into 2,975,468 shares of common stock. On June 11, 1996, the Company 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 the Company's Board of Directors, and subjecting SCG to certain restrictions including voting and ownership restrictions. In conjunction with the acquisition of Pacific in 1999, SCG exchanged their Pacific shares for 22.6 million Regency common shares. F-19 REGENCY CENTERS CORPORATION Notes to Consolidated Financial Statements December 31, 2000 7. Earnings Per Share The following summarizes the calculation of basic and diluted earnings per share for the years ended December 31, 2000, 1999 and 1998 (in thousands except per share data):
2000 1999 1998 ---------- ----------- ------------ Basic Earnings Per Share (EPS) Calculation: ------------------------------------------- Weighted average common shares outstanding 56,754 53,494 25,150 ========== =========== ============ Net income for common stockholders $ 84,794 87,601 50,590 Less: dividends paid on Class B common stock - 1,409 5,378 ---------- ----------- ------------ Net income for Basic EPS $ 84,794 86,192 45,212 ========== =========== ============ Basic EPS $ 1.49 1.61 1.80 ========== =========== ============ Diluted Earnings Per Share (EPS) Calculation: --------------------------------------------- Weighted average shares outstanding for Basic EPS 56,754 53,494 25,150 Exchangeable operating partnership units 1,851 2,004 1,223 Incremental shares to be issued under common stock options using the Treasury method 54 4 14 Contingent units or shares for the acquisition of real estate - - 511 ---------- ----------- ------------ Total diluted shares 58,659 55,502 26,898 ========== =========== ============ Net income for Basic EPS $ 84,794 86,192 45,212 Add: minority interest of exchangeable operating partnership units 2,492 2,898 1,826 ---------- ----------- ------------ Net income for Diluted EPS $ 87,286 89,090 47,038 ========== =========== ============ Diluted EPS $ 1.49 1.61 1.75 ========== =========== ============
The Series 1 and Series 2 preferred stock and the Class B common stock are not included in the above calculation because their effects are anti-dilutive. F-20 REGENCY CENTERS CORPORATION Notes to Consolidated Financial Statements December 31, 2000 8. Long-Term Stock Incentive Plans In 1993, the Company adopted 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 the Company'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, 2000, there were approximately 2 million shares available for grant under the Plan. The per share weighted-average fair value of stock options granted during 2000 and 1999 was $2.18 and $1.23 on the date of grant using the Black Scholes option-pricing model with the following weighted-average assumptions: 2000 - expected dividend yield 8.1%, risk-free interest rate of 6.7%, expected volatility 20%, and an expected life of 6.0 years; 1999 - expected dividend yield 9.2%, risk-free interest rate of 5.7%, expected volatility 21%, and an expected life of 5.3 years. The Company 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 Company determined compensation cost based on the fair value at the grant date for its stock options under SFAS No. 123, the Company's net income for common stockholders would have been reduced to the pro forma amounts indicated below (in thousands except per share data): Net income for common stockholders 2000 1999 1998 ------------------- ---- ---- ---- As reported: $ 84,794 87,601 50,590 Net income per share: Basic $ 1.49 1.61 1.80 Diluted $ 1.49 1.61 1.75 Pro forma: $ 83,864 85,448 49,565 Net income per share: Basic $ 1.48 1.57 1.76 Diluted $ 1.47 1.57 1.71 F-21 REGENCY CENTERS CORPORATION Notes to Consolidated Financial Statements December 31, 2000 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, 1997 1,318,507 $ 25.08 -------------- ----------------- Granted 741,265 24.39 Forfeited (123,495) 25.33 Exercised (227,700) 24.97 -------------- ----------------- 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 ============== ================= The following table presents information regarding all options outstanding at December 31, 2000: Weighted Average Weighted Number of Remaining Range of Average Options Contractual Exercise Exercise Outstanding Life Prices Price -------------- ---------------- ------------------- ------------------- 412,823 8.32 $ 16.75 - 19.81 $ 19.73 1,410,239 7.72 20.83 - 23.19 21.87 1,767,715 6.37 25.00 - 27.69 25.68 ------------- ----------------- ------------------ -------------------- 3,590,777 7.12 $ 16.75 - 27.69 $ 23.50 ============= ================= ================== ==================== F-22 REGENCY CENTERS CORPORATION Notes to Consolidated Financial Statements December 31, 2000 8. Long-Term Stock Incentive Plans (continued) The following table presents information regarding options currently exercisable at December 31, 2000: Weighted Number of Range of Average Options Exercise Exercise Exercisable Prices Price ------------------- -------------------------- ---------------------- 135,850 $ 16.75 - 19.81 $ 19.55 653,789 20.83 - 23.19 21.96 1,176,409 25.00 - 27.69 25.62 ------------------ --------------------------- ---------------------- 1,966,048 $ 16.75 - 27.69 $ 23.98 ================== =========================== ====================== 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 2000, 1999, and 1998, the Company charged $3,423,079, $1,030,645, and $1,322,164, respectively, to income on the consolidated statements of operations related to the Plan. 9. Operating Leases The Company's properties are leased to tenants under operating leases with expiration dates extending to the year 2032. Future minimum rents under noncancelable operating leases as of December 31, 2000, excluding tenant reimbursements of operating expenses and excluding additional contingent rentals based on tenants' sales volume are as follows: Year Ending December 31, Amount ---------------------------- ------------------ 2001 $ 248,534,659 2002 237,070,457 2003 214,939,060 2004 184,882,360 2005 156,602,001 Thereafter 1,033,051,454 ------------------ Total $ 2,075,079,991 ================== 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 which individually represented 10% or more of the Company's combined minimum rent. F-23 REGENCY CENTERS CORPORATION Notes to Consolidated Financial Statements December 31, 2000 10. Contingencies The Company, like others in the commercial real estate industry, is subject to numerous environmental laws and regulations. The operation of dry cleaning plants at the Company's shopping centers is the principal environmental concern. The Company 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 Company uses all legal means to cause tenants to remove dry cleaning plants from its shopping centers. Where available, the Company has applied and been accepted into state sponsored environmental programs. The Company 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 Company 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 Company. At December 31, 2000 and 1999, the Company had recorded environmental liabilities of $2.1 million and $2.6 million, respectively. 11. Market and Dividend Information (Unaudited) The Company's common stock is traded on the New York Stock Exchange ("NYSE") under the symbol "REG". The Company currently has approximately 3,500 shareholders. The following table sets forth the high and low prices and the cash dividends declared on the Company's common stock by quarter for 2000 and 1999:
2000 1999 ----------------------------------- ------------------------------------- Cash Cash Quarter High Low Dividends High Low Dividends Ended Price Price Declared Price Price Declared ------------ ---------- --------- ------------ ---------- -------- ----------- March 31 $ 20.9375 18.3125 .48 23.1250 18.7500 .46 June 30 23.7500 19.2500 .48 22.5000 19.0000 .46 September 30 24.0000 21.2500 .48 22.1250 19.8750 .46 December 31 24.0625 20.7500 .48 20.8125 18.7500 .46
F-24 REGENCY CENTERS CORPORATION Notes to Consolidated Financial Statements December 31, 2000 12. Summary of Quarterly Financial Data (Unaudited) Presented below is a summary of the consolidated quarterly financial data for the years ended December 31, 2000 and 1999 (amounts in thousands, except per share data):
First Second Third Fourth Quarter Quarter Quarter Quarter --------- --------- --------- --------- 2000: Revenues $ 81,202 86,263 92,638 101,480 Net income for common stockholders 21,621 15,418 23,881 23,874 Net income per share: Basic .38 .27 .42 .42 Diluted .38 .27 .42 .42 1999: Revenues $ 51,422 79,664 79,598 91,203 Net income for common stockholders 13,456 24,330 23,965 25,850 Net income per share: Basic .34 .41 .40 .44 Diluted .34 .41 .40 .44
F-25 Independent Auditors' Report On Financial Statement Schedule The Shareholders and Board of Directors Regency Centers Corporation Under date of January 30, 2001, we reported on the consolidated balance sheets of Regency Centers Corporation as of December 31, 2000 and 1999, and the related consolidated statements of operations, stockholders' equity, and cash flows for each of the years in the three-year period ended December 31, 2000, as contained in the annual report on Form 10-K for the year 2000. 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 2000. This financial statement schedule is the responsibility of the Company'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. KPMG LLP Jacksonville, Florida January 30, 2001 S-1 REGENCY CENTERS CORPORATION Combined Real Estate and Accumulated Depreciation December 31, 2000
Schedule III Initial Cost Total Cost --------------------------- ----------------------------------------- Cost Capitalized Properties Building & Subsequent to Building & Held Land Improvements Acquisition Land Improvements For Sale --------- ------------ ---------------- --------- ------------ ---------- ANASTASIA SHOPPING PLAZA 1,072,451 3,617,493 301,711 1,072,451 3,919,204 - ASHFORD PLACE 2,803,998 9,943,994 (403,272) 2,583,998 9,760,722 - AVENTURA SHOPPING CENTER 2,751,094 9,317,790 540,734 2,751,094 9,858,524 - BECKETT COMMONS 1,625,242 5,844,871 2,309,405 1,625,242 8,154,276 - BENEVA 2,483,547 8,851,199 313,511 2,483,547 9,164,710 - BENT TREE PLAZA 1,927,712 6,659,082 10,197 1,927,712 6,669,279 - BERKSHIRE COMMONS 2,294,960 8,151,236 156,479 2,294,960 8,307,715 - BLOOMINGDALE 3,861,759 14,100,891 361,499 3,861,759 14,462,390 - BOLTON PLAZA 2,660,227 6,209,110 1,512,090 2,634,664 7,746,763 - BONNERS POINT 859,854 2,878,641 207,833 859,854 3,086,474 - BOYNTON LAKES PLAZA 2,783,000 10,043,027 1,318,669 2,783,000 11,361,696 - BRAELINN VILLAGE EQUIPORT 4,191,214 12,389,585 (16,580,799) - - - BRIARCLIFF LA VISTA 694,120 2,462,819 583,747 694,120 3,046,566 - BRIARCLIFF VILLAGE 4,597,018 16,303,813 7,021,607 4,597,018 23,325,420 - BROOKVILLE PLAZA 1,208,012 4,205,994 376,817 1,208,012 4,582,811 - BUCKHEAD COURT 1,737,569 6,162,941 1,654,283 1,627,569 7,927,224 - CAMBRIDGE SQUARE 792,000 2,916,034 1,207,880 792,000 4,123,914 - CARMEL COMMONS 2,466,200 8,903,187 1,804,831 2,466,200 10,708,018 - CARRIAGE GATE 740,960 2,494,750 1,272,011 740,960 3,766,761 - CENTER OF SEVEN SPRINGS 1,737,994 6,290,048 (2,260,073) - - 5,767,969 CHASEWOOD PLAZA 1,675,000 11,390,727 6,401,312 2,476,486 16,990,553 - CHERRY GROVE 3,533,146 12,710,297 1,826,211 3,533,146 14,536,508 - CITY VIEW SHOPPING CENTER 1,207,204 4,341,304 118,113 1,207,204 4,459,417 - COLUMBIA MARKETPLACE 1,280,158 4,285,745 354,411 1,280,158 4,640,156 - COUNTRY CLUB 1,105,201 3,709,452 170,907 1,105,201 3,880,359 - COURTYARD SHOPPING CENTER 1,761,567 4,187,039 1,520,641 1,761,567 5,707,680 - CROMWELL SQUARE 1,771,892 6,285,288 342,314 1,771,892 6,627,602 - CUMMING 400 2,374,562 8,420,776 558,693 2,374,562 8,979,469 - DELK SPECTRUM 2,984,577 11,048,896 20,949 2,984,577 11,069,845 - DUNWOODY HALL 1,819,209 6,450,922 3,747,250 1,819,209 10,198,172 - DUNWOODY VILLAGE 2,326,063 7,216,045 2,484,374 2,326,063 9,700,419 - EAST POINTE 1,868,120 6,742,983 919,777 2,634,366 6,896,514 - EAST PORT PLAZA 3,257,023 11,611,363 (1,938,895) - - 12,929,491 ENSLEY SQUARE 915,493 3,120,928 610,824 915,493 3,731,752 - EVANS CROSSING 1,468,743 5,123,617 955,407 1,634,997 5,912,770 - FLEMING ISLAND 3,076,701 6,291,505 3,090,987 3,076,701 9,382,492 - FRANKLIN SQUARE 2,584,025 9,379,749 1,404,392 2,584,383 10,783,783 - GARDEN SQUARE 2,073,500 7,614,748 483,109 2,136,135 8,035,222 - GARNER FESTIVAL 5,591,099 19,897,197 1,793,888 5,591,099 21,691,085 - GLENWOOD VILLAGE 1,194,198 4,235,476 242,011 1,194,198 4,477,487 - HAMILTON MEADOWS 2,034,566 6,582,429 (8,616,995) - - - HAMPSTEAD VILLAGE 2,769,901 6,379,103 1,240,203 3,392,115 6,997,092 - HARPETH VILLAGE FIELDSTONE 2,283,874 5,559,498 3,734,419 2,283,874 9,293,917 - HIGHLAND SQUARE 2,615,250 9,359,722 5,666,627 2,615,250 15,026,349 - HINSDALE LAKE COMMONS 4,217,840 15,039,854 1,584,249 5,729,008 15,112,935 - HYDE PARK 9,240,000 33,340,181 2,776,959 9,735,102 35,622,038 - KERNERSVILLE PLAZA 1,741,562 6,081,020 528,997 1,741,562 6,610,017 - KINGS CROSSING (SUN CITY) 2,349,602 4,599,101 - - - 6,948,703 KINGSDALE SHOPPING CENTER 3,866,500 14,019,614 5,321,237 4,027,691 19,179,660 - LAGRANGE MARKETPLACE 983,923 3,294,003 130,433 983,923 3,424,436 - LAKE PINE PLAZA 2,008,110 6,908,986 612,580 2,008,110 7,521,566 - LAKESHORE 1,617,940 5,371,499 64,081 1,617,940 5,435,580 - LOEHMANNS PLAZA 3,981,525 14,117,891 868,942 3,981,525 14,986,833 - LOVEJOY STATION 1,540,000 5,581,468 59,667 1,540,000 5,641,135 - LUCEDALE MARKETPLACE 641,565 2,147,848 139,567 641,565 2,287,415 - MAINSTREET SQUARE 1,274,027 4,491,897 93,113 1,274,027 4,585,010 - MARINERS VILLAGE 1,628,000 5,907,835 195,659 1,628,000 6,103,494 - MARKETPLACE ST PETE 1,287,000 4,662,740 317,523 1,287,000 4,980,263 - MARTIN DOWNS VILLAGE CENTER 2,000,000 5,133,495 3,244,491 2,437,664 7,940,322 - MARTIN DOWNS VILLAGE SHOPPES 700,000 1,207,861 3,356,349 817,135 4,447,075 - MAXTOWN ROAD (NORTHGATE) 1,753,136 6,244,449 39,147 1,753,136 6,283,596 - MAYNARD CROSSING 4,066,381 14,083,800 1,226,756 4,066,381 15,310,556 - MEMORIAL BEND SHOPPING CENTER 3,256,181 11,546,660 2,357,507 3,366,181 13,794,167 - MERCHANTS VILLAGE 1,054,306 3,162,919 3,408,515 1,054,306 6,571,434 - MILLHOPPER 1,073,390 3,593,523 1,051,405 1,073,390 4,644,928 - NASHBORO 1,824,320 7,167,679 432,712 1,824,320 7,600,391 - NEWBERRY SQUARE 2,341,460 8,466,651 1,223,887 2,341,460 9,690,538 - NORTH MIAMI SHOPPING CENTER 603,750 2,021,250 95,210 603,750 2,116,460 - NORTHLAKE VILLAGE I 2,662,000 9,684,740 - 2,662,000 9,684,740 - OAKLEY PLAZA 1,772,540 6,406,975 78,733 1,772,540 6,485,708 - OCEAN BREEZE 1,250,000 3,341,199 2,530,807 1,527,400 5,594,606 - OLD ST AUGUSTINE PLAZA 2,047,151 7,355,162 1,080,463 2,047,151 8,435,625 - ORCHARD SQUARE 1,155,000 4,135,353 2,090,979 1,155,000 6,226,332 - PACES FERRY PLAZA 2,811,522 9,967,557 2,111,899 2,811,622 12,079,356 - PALM HARBOUR SHOPPING VILLAGE 2,899,928 10,998,230 1,359,022 2,905,098 12,352,082 - PALM TRAILS PLAZA 2,438,996 5,818,523 (31,171) 2,218,233 6,008,115 - PARK PLACE 2,231,745 7,974,362 86,600 2,231,745 8,060,962 - PARKWAY STATION 1,123,200 4,283,917 300,648 1,123,200 4,584,565 - PEACHLAND PROMENADE 1,284,562 5,143,564 173,687 1,284,561 5,317,252 - PEARTREE VILLAGE 5,196,653 8,732,711 10,768,493 5,196,653 19,501,204 - PIKE CREEK 5,077,406 18,860,183 724,905 5,077,406 19,585,088 - PINE TREE PLAZA 539,000 1,995,927 3,381,345 539,000 5,377,272 - POWERS FERRY SQUARE 3,607,647 12,790,749 4,022,113 3,607,647 16,812,862 - POWERS FERRY 1,190,822 4,223,606 263,165 1,190,822 4,486,771 - QUEENSBOROUGH 1,826,000 6,501,056 (807,932) 1,163,021 6,356,103 - REGENCY COURT 3,571,337 12,664,014 (1,930,142) - - 14,305,209 REGENCY SQUARE BRANDON 577,975 18,156,719 8,320,161 4,491,461 22,563,394 - RIVERMONT STATION 2,887,213 10,445,109 101,952 2,887,213 10,547,061 - ROSWELL VILLAGE 2,304,345 6,777,200 (9,081,545) - - - RUSSELL RIDGE 2,153,214 - 6,608,950 2,215,341 6,546,823 - SANDY PLAINS VILLAGE 2,906,640 10,412,440 1,691,401 2,906,640 12,103,841 - SANDY SPRINGS VILLAGE 733,126 2,565,411 1,112,061 733,126 3,677,472 - SHOPPES @ 104 2,651,000 9,523,429 610,192 2,651,000 10,133,621 - SHOPPES AT MASON 1,576,656 5,357,855 - 1,576,656 5,357,855 - SILVERLAKE 2,004,860 7,161,869 98,371 2,004,860 7,260,240 - SOUTH MONROE 1,200,000 6,566,974 (1,345,539) 874,999 5,546,436 - SOUTH POINTE CROSSING 4,399,303 11,116,491 927,990 4,399,303 12,044,481 - 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 - TAMIAMI TRAILS 2,046,286 7,462,646 196,617 2,046,286 7,659,263 - TEQUESTA SHOPPES 1,782,000 6,426,042 (2,482,514) - - 5,725,528 TERRACE WALK 1,196,286 2,935,683 149,052 1,196,286 3,084,735 - THE MARKETPLACE 1,211,605 4,056,242 2,927,775 1,758,434 6,437,188 - TINWOOD HOTEL SITE 6,942,321 - - - - 6,942,321 TOWN CENTER AT MARTIN DOWNS 1,364,000 4,985,410 35,225 1,364,000 5,020,635 - TOWN SQUARE 438,302 1,555,481 4,815,369 768,302 6,040,850 - TROWBRIDGE CROSSING EQUIPORT 910,263 1,914,551 (2,824,814) - - - UNION SQUARE SHOPPING CENTER 1,578,654 5,933,889 425,198 1,578,656 6,359,085 - UNIVERSITY COLLECTION 2,530,000 8,971,597 209,563 2,530,000 9,181,160 - UNIVERSITY MARKETPLACE 3,250,562 7,044,579 (3,925,333) - - 6,369,808 VILLAGE CENTER 6 3,885,444 10,799,316 505,099 3,885,444 11,304,415 - VILLAGE IN TRUSSVILLE 973,954 3,260,627 133,183 973,954 3,393,810 - WATERFORD TOWNE CENTER 5,650,058 6,843,671 1,188,271 6,289,801 7,392,199 - WELLEBY 1,496,000 5,371,636 1,450,793 1,496,000 6,822,429 - WELLINGTON MARKET PLACE 5,070,384 13,308,972 (2,531,150) - - 15,848,206 WELLINGTON TOWN SQUARE 1,914,000 7,197,934 837,800 1,914,000 8,035,734 - WEST COUNTY 1,491,462 4,993,155 146,986 1,491,462 5,140,141 - WESTCHESTER PLAZA 1,857,048 6,456,178 646,769 1,857,048 7,102,947 - WINDMILLER PLAZA PHASE I 2,620,355 11,190,526 926,947 2,620,355 12,117,473 - WOODCROFT SHOPPING CENTER 1,419,000 5,211,981 392,720 1,419,000 5,604,701 - WORTHINGTON PARK CENTRE 3,346,203 10,053,858 947,237 3,346,203 11,001,095 - ARAPAHO VILLAGE 837,148 8,031,688 260,963 837,148 8,292,651 - ARDEN SQUARE 3,140,000 7,420,438 (10,560,438) - - - BETHANY PARK PLACE 4,604,877 5,791,750 - 4,604,877 5,791,750 - BLOSSOM VALLEY 7,803,568 10,320,913 135,248 7,803,568 10,456,161 - BOULEVARD CENTER 3,659,040 9,658,227 200,350 3,659,040 9,858,577 - BRISTOL WARNER 5,000,000 11,997,016 138,051 5,000,000 12,135,067 - BUCKLEY SQUARE 2,970,000 5,126,240 45,247 2,970,000 5,171,487 - CASA LINDA PLAZA 4,515,000 30,809,330 204,222 4,515,000 31,013,552 - CASCADE PLAZA 3,023,165 10,694,460 4,758,038 - - 18,475,663 CHAMPIONS FOREST 2,665,875 8,678,603 36,800 2,665,875 8,715,403 - CHERRY PARK MARKET 2,400,000 16,162,934 298,667 2,400,000 16,461,601 - CHEYENNE MEADOWS 1,601,425 7,700,084 - 1,601,425 7,700,084 - COOPER STREET 2,078,891 10,682,189 38,749 2,078,891 10,720,938 - COSTA VERDE 12,740,000 25,261,188 114,685 12,740,000 25,375,873 - COUNTRY CLUB CALIF 3,000,000 11,657,200 59,857 3,000,000 11,717,057 - CREEKSIDE PHASE II 390,802 1,397,415 - 390,802 1,397,415 - CROSSROADS 3,513,903 2,595,055 - 3,513,903 2,595,055 - DIABLO PLAZA 5,300,000 7,535,866 56,934 5,300,000 7,592,800 - EL CAMINO 7,600,000 10,852,428 259,628 7,600,000 11,112,056 - EL NORTE PARKWAY PLA 2,833,510 6,332,078 73,976 2,833,510 6,406,054 - ENCINA GRANDE 5,040,000 10,378,539 164,054 5,040,000 10,542,593 - FRIARS MISSION 6,660,000 27,276,992 29,524 6,660,000 27,306,516 - FRISCO PRESTONBROOK 4,703,516 10,761,732 - 4,703,516 10,761,732 - HANCOCK 8,231,581 24,248,620 1,272,299 8,231,581 25,520,919 - HARWOOD HILLS VILLAGE 2,852,704 8,996,133 70,486 2,852,704 9,066,619 - HAWTHORNE PLAZA - 196,481 (196,481) - - - HEBRON PARK 1,887,281 5,375,951 - - - 7,263,232 HERITAGE LAND 12,390,000 - - 12,390,000 - - HERITAGE PLAZA - 23,675,957 301,686 - 23,977,643 - HILLCREST VILLAGE 1,600,000 1,797,686 8,506 1,600,000 1,806,192 - INGLEWOOD PLAZA 1,300,000 1,862,406 122,591 1,300,000 1,984,997 - JAMES CENTER 2,706,000 9,451,497 7,812,892 - - 19,970,389 KELLER TOWN CENTER - 690 (690) - - - LAKE MERIDIAN 6,510,000 12,121,889 243,497 6,510,000 12,365,386 - LEETSDALE MARKETPLACE 3,420,000 9,933,701 13,863 3,420,000 9,947,564 - LITTLETON SQUARE 2,030,000 8,254,964 4,653 2,030,000 8,259,617 - LLOYD KING CENTER 1,779,180 8,854,803 - 1,779,180 8,854,803 - LOEHMANNS PLAZA CALIFORNIA 5,420,000 8,679,135 123,476 5,420,000 8,802,611 - MACARTHUR PARK PHASE I 3,915,848 6,837,889 - - - 10,753,737 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 43,868 2,000,000 9,720,038 - MILLS POINTE 2,000,000 11,919,176 33,869 2,000,000 11,953,045 - MOCKINGBIRD COMMON 3,000,000 9,675,600 214,737 3,000,000 9,890,337 - MONUMENT JACKSON CREEK 2,999,482 6,476,151 - 2,999,482 6,476,151 - MORNINGSIDE PLAZA 4,300,000 13,119,929 113,015 4,300,000 13,232,944 - MURRAYHILL MARKETPLACE 2,600,000 15,753,034 335,958 2,600,000 16,088,992 - NEWLAND CENTER 12,500,000 12,221,279 351,933 12,500,000 12,573,212 - NORTH HILLS 4,900,000 18,972,202 78,584 4,900,000 19,050,786 - NORTHVIEW PLAZA 1,956,961 8,694,879 47,155 1,956,961 8,742,034 - OAKBROOK PLAZA 4,000,000 6,365,704 5,229 4,000,000 6,370,933 - PASEO VILLAGE 2,550,000 7,780,102 79,597 2,550,000 7,859,699 - PIMA CROSSING 5,800,000 24,891,690 192,340 5,800,000 25,084,030 - PINE LAKE VILLAGE 6,300,000 10,522,041 56,514 6,300,000 10,578,555 - PLAZA DE HACIENDA 4,230,000 11,741,933 118,865 4,230,000 11,860,798 - PLAZA HERMOSA 4,200,000 9,369,630 48,788 4,200,000 9,418,418 - PRESTON PARK 6,400,000 46,896,071 109,678 6,400,000 47,005,749 - PRESTONWOOD PARK - 12,276 (12,276) - - - REDLANDS MARKET - - - - - - REDONDO VILLAGE CENTER - - 24,752 - 24,752 - RIDGLEA PLAZA 1,675,498 12,912,138 128,081 1,675,498 13,040,219 - RONA PLAZA 1,500,000 4,356,480 15,370 1,500,000 4,371,850 - SAMMAMISH HIGHLAND 9,300,000 7,553,288 100,138 9,300,000 7,653,426 - SAN FERNANDO VALUE SQUARE 2,448,407 8,765,266 - - - 11,213,673 SAN LEANDRO 1,300,000 7,891,091 34,326 1,300,000 7,925,417 - SANTA ANA DOWTOWN 4,240,000 7,319,468 51,218 4,240,000 7,370,686 - SEQUOIA STATION 9,100,000 17,899,819 19,740 9,100,000 17,919,559 - SHERWOOD MARKET CENTER 3,475,000 15,897,972 44,542 3,475,000 15,942,514 - SHILOH PHASE II 288,135 1,822,692 - 288,135 1,822,692 - SOUTH POINT PLAZA 5,000,000 10,085,995 64,627 5,000,000 10,150,622 - SOUTHCENTER 1,300,000 12,250,504 5,321 1,300,000 12,255,825 - SOUTHPARK 3,077,667 9,399,976 48,068 3,077,667 9,448,044 - STRAWFLOWER VILLAGE 4,060,228 7,232,936 71,139 4,060,228 7,304,075 - STROH RANCH 4,138,423 7,110,856 - 4,138,423 7,110,856 - SUNNYSIDE 205 1,200,000 8,703,281 51,636 1,200,000 8,754,917 - TARRANT PARKWAY VILLAGE - - - - - - TASSAJARA CROSSING 8,560,000 14,899,929 26,755 8,560,000 14,926,684 - THE PROMENADE 2,526,480 12,712,811 162,056 2,526,480 12,874,867 - THE VILLAGE 522,313 6,984,992 116,839 522,313 7,101,831 - THOMAS LAKE 6,000,000 10,301,811 5,136 6,000,000 10,306,947 - TWIN PEAKS 5,200,000 25,119,758 71,465 5,200,000 25,191,223 - VALLEY RANCH CENTRE 3,021,181 10,727,623 - 3,021,181 10,727,623 - VENTURA VILLAGE 4,300,000 6,351,012 23,271 4,300,000 6,374,283 - WALKER CENTER 3,840,000 6,417,522 4,398 3,840,000 6,421,920 - WEST HILLS 2,200,000 6,045,233 - 2,200,000 6,045,233 - WEST PARK PLAZA 5,840,225 4,991,746 110,970 5,840,225 5,102,716 - WESTLAKE VILLAGE CENTER 7,042,728 25,744,011 394,390 7,042,728 26,138,401 - WOODMAN VAN NUYS 5,500,000 6,835,246 45,215 5,500,000 6,880,461 - WOODSIDE CENTRAL 3,500,000 8,845,697 21,979 3,500,000 8,867,676 - OPERATING BUILD TO SUIT PROPERTIES 11,158,450 30,478,383 - - - 41,636,833 --------------------------------------------------------------------------------------------- 620,308,743 1,833,804,353 107,682,531 564,089,984 1,813,554,881 184,150,762 ==============================================================================================
Total Net of Accumulated Accumulated Total Depreciation Depreciation Mortgages ----- ------------ ------------ --------- ANASTASIA SHOPPING PLAZA 4,991,655 834,635 4,157,020 - ASHFORD PLACE 12,344,720 1,264,099 11,080,621 4,439,839 AVENTURA SHOPPING CENTER 12,609,618 3,090,545 9,519,073 8,325,714 BECKETT COMMONS 9,779,518 477,481 9,302,037 - BENEVA 11,648,257 477,015 11,171,242 - BENT TREE PLAZA 8,596,991 521,063 8,075,928 5,425,181 BERKSHIRE COMMONS 10,602,675 1,531,756 9,070,919 - BLOOMINGDALE 18,324,149 1,074,042 17,250,107 - BOLTON PLAZA 10,381,427 1,412,866 8,968,561 - BONNERS POINT 3,946,328 747,759 3,198,569 - BOYNTON LAKES PLAZA 14,144,696 803,345 13,341,351 - BRAELINN VILLAGE EQUIPORT - - - - BRIARCLIFF LA VISTA 3,740,686 409,919 3,330,767 - BRIARCLIFF VILLAGE 27,922,438 2,290,157 25,632,281 12,932,901 BROOKVILLE PLAZA 5,790,823 367,136 5,423,687 - BUCKHEAD COURT 9,554,793 902,438 8,652,355 - CAMBRIDGE SQUARE 4,915,914 330,962 4,584,952 - CARMEL COMMONS 13,174,218 1,019,471 12,154,747 - CARRIAGE GATE 4,507,721 1,093,281 3,414,440 2,202,286 CENTER OF SEVEN SPRINGS 5,767,969 - 5,767,969 - CHASEWOOD PLAZA 19,467,039 3,733,220 15,733,819 - CHERRY GROVE 18,069,654 979,644 17,090,010 - CITY VIEW SHOPPING CENTER 5,666,621 508,109 5,158,512 - COLUMBIA MARKETPLACE 5,920,314 961,958 4,958,356 - COUNTRY CLUB 4,985,560 797,642 4,187,918 - COURTYARD SHOPPING CENTER 7,469,247 1,627,178 5,842,069 - CROMWELL SQUARE 8,399,494 797,071 7,602,423 - CUMMING 400 11,354,031 1,078,135 10,275,896 6,272,880 DELK SPECTRUM 14,054,422 877,663 13,176,759 10,000,000 DUNWOODY HALL 12,017,381 849,171 11,168,210 - DUNWOODY VILLAGE 12,026,482 1,087,192 10,939,290 7,015,740 EAST POINTE 9,530,880 546,513 8,984,367 5,072,570 EAST PORT PLAZA 12,929,491 - 12,929,491 - ENSLEY SQUARE 4,647,245 450,754 4,196,491 - EVANS CROSSING 7,547,767 430,440 7,117,327 4,164,789 FLEMING ISLAND 12,459,193 408,968 12,050,225 3,278,199 FRANKLIN SQUARE 13,368,166 857,149 12,511,017 8,827,413 GARDEN SQUARE 10,171,357 662,842 9,508,515 6,280,967 GARNER FESTIVAL 27,282,184 1,176,383 26,105,801 - GLENWOOD VILLAGE 5,671,685 562,428 5,109,257 2,028,574 HAMILTON MEADOWS - - - - HAMPSTEAD VILLAGE 10,389,207 266,895 10,122,312 10,362,993 HARPETH VILLAGE FIELDSTONE 11,577,791 680,182 10,897,609 - HIGHLAND SQUARE 17,641,599 846,864 16,794,735 3,719,181 HINSDALE LAKE COMMONS 20,841,943 797,810 20,044,133 - HYDE PARK 45,357,140 3,240,897 42,116,243 24,750,000 KERNERSVILLE PLAZA 8,351,579 448,209 7,903,370 5,068,534 KINGS CROSSING (SUN CITY) 6,948,703 - 6,948,703 - KINGSDALE SHOPPING CENTER 23,207,351 1,326,800 21,880,551 - LAGRANGE MARKETPLACE 4,408,359 716,774 3,691,585 - LAKE PINE PLAZA 9,529,676 515,286 9,014,390 5,782,351 LAKESHORE 7,053,520 400,597 6,652,923 3,602,120 LOEHMANNS PLAZA 18,968,358 1,831,189 17,137,169 - LOVEJOY STATION 7,181,135 492,642 6,688,493 - LUCEDALE MARKETPLACE 2,928,980 495,134 2,433,846 - MAINSTREET SQUARE 5,859,037 446,758 5,412,279 - MARINERS VILLAGE 7,731,494 606,338 7,125,156 - MARKETPLACE ST PETE 6,267,263 652,196 5,615,067 - MARTIN DOWNS VILLAGE CENTER 10,377,986 1,810,700 8,567,286 - MARTIN DOWNS VILLAGE SHOPPES 5,264,210 718,297 4,545,913 - MAXTOWN ROAD (NORTHGATE) 8,036,732 444,588 7,592,144 5,230,580 MAYNARD CROSSING 19,376,937 1,037,540 18,339,397 11,374,878 MEMORIAL BEND SHOPPING CENTER 17,160,348 1,691,123 15,469,225 7,822,505 MERCHANTS VILLAGE 7,625,740 553,291 7,072,449 - MILLHOPPER 5,718,318 1,353,102 4,365,216 - NASHBORO 9,424,711 347,547 9,077,164 - NEWBERRY SQUARE 12,031,998 1,984,916 10,047,082 6,166,402 NORTH MIAMI SHOPPING CENTER 2,720,210 843,093 1,877,117 - NORTHLAKE VILLAGE I 12,346,740 63,615 12,283,125 6,874,684 OAKLEY PLAZA 8,258,248 622,549 7,635,699 - OCEAN BREEZE 7,122,006 1,307,238 5,814,768 - OLD ST AUGUSTINE PLAZA 10,482,776 964,259 9,518,517 - ORCHARD SQUARE 7,381,332 593,771 6,787,561 - PACES FERRY PLAZA 14,890,978 1,406,588 13,484,390 - PALM HARBOUR SHOPPING VILLAGE 15,257,180 1,373,908 13,883,272 - PALM TRAILS PLAZA 8,226,348 401,001 7,825,347 - PARK PLACE 10,292,707 439,261 9,853,446 - PARKWAY STATION 5,707,765 561,309 5,146,456 - PEACHLAND PROMENADE 6,601,813 880,779 5,721,034 4,002,787 PEARTREE VILLAGE 24,697,857 1,747,608 22,950,249 12,433,938 PIKE CREEK 24,662,494 1,249,361 23,413,133 12,012,638 PINE TREE PLAZA 5,916,272 301,909 5,614,363 - POWERS FERRY SQUARE 20,420,509 1,880,304 18,540,205 - POWERS FERRY 5,677,593 530,917 5,146,676 2,851,309 QUEENSBOROUGH 7,519,124 346,699 7,172,425 - REGENCY COURT 14,305,209 - 14,305,209 - REGENCY SQUARE BRANDON 27,054,855 7,484,193 19,570,662 - RIVERMONT STATION 13,434,274 937,782 12,496,492 - ROSWELL VILLAGE - - - - RUSSELL RIDGE 8,762,164 1,011,633 7,750,531 5,961,171 SANDY PLAINS VILLAGE 15,010,481 1,294,591 13,715,890 - SANDY SPRINGS VILLAGE 4,410,598 450,089 3,960,509 - SHOPPES @ 104 12,784,621 691,798 12,092,823 - SHOPPES AT MASON 6,934,511 386,510 6,548,001 3,791,705 SILVERLAKE 9,265,100 471,440 8,793,660 - SOUTH MONROE 6,421,435 382,069 6,039,366 - SOUTH POINTE CROSSING 16,443,784 589,761 15,854,023 - ST ANN SQUARE 7,158,982 548,212 6,610,770 4,749,168 STATLER SQUARE 10,428,471 610,841 9,817,630 5,306,699 TAMIAMI TRAILS 9,705,549 689,222 9,016,327 - TEQUESTA SHOPPES 5,725,528 - 5,725,528 - TERRACE WALK 4,281,021 786,840 3,494,181 - THE MARKETPLACE 8,195,622 1,227,572 6,968,050 2,129,448 TINWOOD HOTEL SITE 6,942,321 - 6,942,321 - TOWN CENTER AT MARTIN DOWNS 6,384,635 514,055 5,870,580 - TOWN SQUARE 6,809,152 260,555 6,548,597 - TROWBRIDGE CROSSING EQUIPORT - - - - UNION SQUARE SHOPPING CENTER 7,937,741 738,870 7,198,871 - UNIVERSITY COLLECTION 11,711,160 979,939 10,731,221 - UNIVERSITY MARKETPLACE 6,369,808 - 6,369,808 - VILLAGE CENTER 6 15,189,859 1,511,545 13,678,314 - VILLAGE IN TRUSSVILLE 4,367,764 734,953 3,632,811 - WATERFORD TOWNE CENTER 13,682,000 326,425 13,355,575 - WELLEBY 8,318,429 1,054,642 7,263,787 - WELLINGTON MARKET PLACE 15,848,206 - 15,848,206 - WELLINGTON TOWN SQUARE 9,949,734 907,099 9,042,635 - WEST COUNTY 6,631,603 1,160,716 5,470,887 - WESTCHESTER PLAZA 8,959,995 621,736 8,338,259 5,600,542 WINDMILLER PLAZA PHASE I 14,737,828 737,265 14,000,563 - WOODCROFT SHOPPING CENTER 7,023,701 639,384 6,384,317 - WORTHINGTON PARK CENTRE 14,347,298 848,258 13,499,040 4,748,362 ARAPAHO VILLAGE 9,129,799 385,189 8,744,610 - ARDEN SQUARE - - - - BETHANY PARK PLACE 10,396,627 556,948 9,839,679 BLOSSOM VALLEY 18,259,729 485,999 17,773,730 - BOULEVARD CENTER 13,517,617 447,686 13,069,931 - BRISTOL WARNER 17,135,067 571,758 16,563,309 - BUCKLEY SQUARE 8,141,487 278,470 7,863,017 - CASA LINDA PLAZA 35,528,552 1,460,938 34,067,614 - CASCADE PLAZA 18,475,663 - 18,475,663 - CHAMPIONS FOREST 11,381,278 399,594 10,981,684 - CHERRY PARK MARKET 18,861,601 781,399 18,080,202 - CHEYENNE MEADOWS 9,301,509 431,938 8,869,571 - COOPER STREET 12,799,829 499,146 12,300,683 - COSTA VERDE 38,115,873 1,395,884 36,719,989 - COUNTRY CLUB CALIF 14,717,057 537,025 14,180,032 - CREEKSIDE PHASE II 1,788,217 17,037 1,771,180 - CROSSROADS 6,108,958 118,794 5,990,164 - DIABLO PLAZA 12,892,800 349,573 12,543,227 - EL CAMINO 18,712,056 522,595 18,189,461 - EL NORTE PARKWAY PLA 9,239,564 302,695 8,936,869 - ENCINA GRANDE 15,582,593 496,383 15,086,210 - FRIARS MISSION 33,966,516 1,248,338 32,718,178 17,453,137 FRISCO PRESTONBROOK 15,465,248 367,845 15,097,403 13,260,822 HANCOCK 33,752,500 1,188,985 32,563,515 - HARWOOD HILLS VILLAGE 11,919,323 420,040 11,499,283 - HAWTHORNE PLAZA - - - - HEBRON PARK 7,263,232 - 7,263,232 - HERITAGE LAND 12,390,000 - 12,390,000 - HERITAGE PLAZA 23,977,643 1,135,395 22,842,248 - HILLCREST VILLAGE 3,406,192 83,526 3,322,666 - INGLEWOOD PLAZA 3,284,997 88,139 3,196,858 - JAMES CENTER 19,970,389 - 19,970,389 5,595,471 KELLER TOWN CENTER - - - - LAKE MERIDIAN 18,875,386 585,478 18,289,908 - LEETSDALE MARKETPLACE 13,367,564 469,014 12,898,550 - LITTLETON SQUARE 10,289,617 378,156 9,911,461 - LLOYD KING CENTER 10,633,983 474,316 10,159,667 - LOEHMANNS PLAZA CALIFORNIA 14,222,611 417,764 13,804,847 - MACARTHUR PARK PHASE I 10,753,737 - 10,753,737 - MARKET AT PRESTON FOREST 15,156,631 492,863 14,663,768 - MARKET AT ROUND ROCK 11,720,038 454,263 11,265,775 7,166,436 MILLS POINTE 13,953,045 558,274 13,394,771 - MOCKINGBIRD COMMON 12,890,337 458,892 12,431,445 - MONUMENT JACKSON CREEK 9,475,633 309,046 9,166,587 - MORNINGSIDE PLAZA 17,532,944 621,997 16,910,947 - MURRAYHILL MARKETPLACE 18,688,992 764,161 17,924,831 8,026,284 NEWLAND CENTER 25,073,212 618,954 24,454,258 - NORTH HILLS 23,950,786 874,016 23,076,770 8,395,474 NORTHVIEW PLAZA 10,698,995 404,387 10,294,608 - OAKBROOK PLAZA 10,370,933 331,533 10,039,400 - PASEO VILLAGE 10,409,699 369,153 10,040,546 3,917,989 PIMA CROSSING 30,884,030 1,155,342 29,728,688 - PINE LAKE VILLAGE 16,878,555 485,956 16,392,599 - PLAZA DE HACIENDA 16,090,798 551,477 15,539,321 6,509,029 PLAZA HERMOSA 13,618,418 435,598 13,182,820 - PRESTON PARK 53,405,749 2,162,645 51,243,104 - PRESTONWOOD PARK - - - - REDLANDS MARKET - - - - REDONDO VILLAGE CENTER 24,752 - 24,752 - RIDGLEA PLAZA 14,715,717 621,794 14,093,923 - RONA PLAZA 5,871,850 200,250 5,671,600 - SAMMAMISH HIGHLAND 16,953,426 353,196 16,600,230 - SAN FERNANDO VALUE SQUARE 11,213,673 - 11,213,673 - SAN LEANDRO 9,225,417 370,718 8,854,699 - SANTA ANA DOWTOWN 11,610,686 347,982 11,262,704 - SEQUOIA STATION 27,019,559 820,913 26,198,646 - SHERWOOD MARKET CENTER 19,417,514 767,550 18,649,964 - SHILOH PHASE II 2,110,827 10,654 2,100,173 - SOUTH POINT PLAZA 15,150,622 467,948 14,682,674 - SOUTHCENTER 13,555,825 565,867 12,989,958 - SOUTHPARK 12,525,711 433,470 12,092,241 - STRAWFLOWER VILLAGE 11,364,303 345,656 11,018,647 - STROH RANCH 11,249,279 339,149 10,910,130 - SUNNYSIDE 205 9,954,917 411,200 9,543,717 - TARRANT PARKWAY VILLAGE - - - - TASSAJARA CROSSING 23,486,684 687,485 22,799,199 - THE PROMENADE 15,401,347 607,064 14,794,283 - THE VILLAGE 7,624,144 328,429 7,295,715 - THOMAS LAKE 16,306,947 473,042 15,833,905 - TWIN PEAKS 30,391,223 1,176,551 29,214,672 - VALLEY RANCH CENTRE 13,748,804 506,816 13,241,988 - VENTURA VILLAGE 10,674,283 292,309 10,381,974 - WALKER CENTER 10,261,920 302,713 9,959,207 - WEST HILLS 8,245,233 276,868 7,968,365 5,137,993 WEST PARK PLAZA 10,942,941 230,599 10,712,342 - WESTLAKE VILLAGE CENTER 33,181,129 1,441,904 31,739,225 - WOODMAN VAN NUYS 12,380,461 312,143 12,068,318 5,713,756 WOODSIDE CENTRAL 12,367,676 411,251 11,956,425 - OPERATING BUILD TO SUIT PROPERTIES 41,636,833 1,147,506 40,489,327 - ------------------------------------------------------------------------- 2,561,795,627 147,053,900 2,414,741,727 321,785,439 =========================================================================
REGENCY CENTERS CORPORATION Combined Real Estate and Accumulated Depreciation December 31, 2000 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 $2.3 billion at December 31, 2000. The changes in total real estate assets for the period ended December 31, 2000, 1999 and 1998:
2000 1999 1998 ---------------- ----------------- ---------------- Balance, beginning of period 2,401,953,304 1,183,184,013 799,801,367 Developed or acquired properties 219,887,989 1,215,563,938 399,305,955 Sale of properties (56,037,062) (18,330,608) (24,248,801) Provision for loss on properties held for sale (12,995,412) - - Reclass Accum Depr. Property held for Sale (10,147,692) - - Improvements 19,134,500 21,535,961 8,325,492 ---------------- ----------------- ---------------- Balance, end of period 2,561,795,627 2,401,953,304 1,183,184,013 ================ ================= ================
The changes in accumulated depreciation for the period ended December 31, 2000, 1999 and 1998:
2000 1999 1998 ---------------- ----------------- ---------------- Balance, beginning of period 104,467,176 58,983,738 40,795,801 Prior depreciation Midland JV'S Transferred i 1,662,125 - - Sale of properties (3,800,803) (721,007) (5,121,929) Reclass Accum Depr. Property held for Sale (10,147,692) - - Depreciation for period 54,873,094 46,204,445 23,309,866 ---------------- ----------------- ---------------- Balance, end of period 147,053,900 104,467,176 58,983,738 ================ ================= ================