-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, BBwyVI4h43m1oR2j34WXYRP1tM6dYOuwhA7x0u3Lv3dnOa061jbe77m7AF0GSCt0 aLh9SMgWyily7mOZ7ZMXMQ== 0000897069-99-000319.txt : 19990623 0000897069-99-000319.hdr.sgml : 19990623 ACCESSION NUMBER: 0000897069-99-000319 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19990331 FILED AS OF DATE: 19990517 DATE AS OF CHANGE: 19990524 FILER: COMPANY DATA: COMPANY CONFORMED NAME: REGENCY CENTERS LP CENTRAL INDEX KEY: 0001066247 STANDARD INDUSTRIAL CLASSIFICATION: 6500 IRS NUMBER: 593429602 STATE OF INCORPORATION: FL FILING VALUES: FORM TYPE: 10-Q SEC ACT: SEC FILE NUMBER: 000-24763 FILM NUMBER: 99629086 BUSINESS ADDRESS: STREET 1: 121 W FORSYTH STREET STREET 2: SUITE 200 CITY: JACKSONVILLE STATE: FL ZIP: 32202 BUSINESS PHONE: 9043567000 MAIL ADDRESS: STREET 1: 121 W FORSYTH ST STREET 2: STE 200 CITY: JACKSONVILLE STATE: FL ZIP: 32202 10-Q 1 MARCH 31, 1999 FORM 10-Q United States SECURITIES AND EXCHANGE COMMISSION Washington DC 20549 FORM 10-Q (Mark One) [X] For the quarterly period ended March 31, 1999 -or- [ ]Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from ________ to ________ Commission File Number 0-24763 REGENCY CENTERS, L.P. (Exact name of registrant as specified in its charter) Delaware 59-3429602 (State or other jurisdiction of (IRS Employer incorporation or organization) Identification No.) 121 West Forsyth Street, Suite 200 Jacksonville, Florida 32202 (Address of principal executive offices) (Zip Code) (904) 356-7000 (Registrant's telephone number, including area code) Unchanged (Former name, former address and former fiscal year, if changed since last report) 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 (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [X] No[ ] REGENCY CENTERS, L.P. Consolidated Balance Sheets March 31, 1999 and December 31, 1998
1999 1998 ---- ---- (unaudited) Assets Real estate investments, at cost: Land $ 526,972,541 222,259,131 Buildings and improvements 1,671,645,088 795,124,798 Construction in progress - development for investment 36,399,543 15,647,659 Construction in progress - development for sale 65,917,700 20,869,915 ---------------- ---------------- 2,300,934,872 1,053,901,503 Less: accumulated depreciation 47,442,799 36,752,466 ---------------- ---------------- 2,253,492,073 1,017,149,037 Investments in real estate partnerships 33,579,438 30,630,540 ---------------- ---------------- Net real estate investments 2,287,071,511 1,047,779,577 Cash and cash equivalents 26,184,563 15,536,926 Tenant receivables, net of allowance for uncollectible accounts of $1,806,705 and $1,787,866 at March 31, 1999 and December 31, 1998, respectively 21,164,065 13,712,937 Deferred costs, less accumulated amortization of $2,873,138 and $2,350,267 at March 31, 1999 and December 31, 1998, respectively 7,502,407 5,156,289 Other assets 4,626,799 4,251,221 ---------------- ---------------- $ 2,346,549,345 1,086,436,950 ================ ================ Liabilities and Partners' Capital Liabilities: Notes payable 487,163,019 362,744,897 Acquisition and development line of credit 441,379,310 117,631,185 Accounts payable and other liabilities 33,491,902 17,596,224 Tenants' security and escrow deposits 6,516,535 2,638,033 ---------------- ---------------- Total liabilities 968,550,766 500,610,339 ---------------- ---------------- Limited partners' interest in consolidated partnerships (note 2) 11,819,557 11,558,619 ---------------- ---------------- Partners' Capital: Series A preferred units, par value $50, 1,600,000 units issued and outstanding at March 31, 1999 and December 31, 1998; liquidation preference $50 per unit 78,800,000 78,800,000 General partner; 58,303,006 and 24,537,723 units outstanding at March 31, 1999 and December 31, 1998, respectively 1,247,187,150 472,748,608 Limited partners; 1,869,935 and 1,147,446 units outstanding at March 31, 1999 and December 31, 1998, respectively 40,191,872 22,719,384 ---------------- ---------------- Total partners' capital 1,366,179,022 574,267,992 ---------------- ---------------- Commitments and contingencies $ 2,346,549,345 1,086,436,950 ================ ================
See accompanying notes to consolidated financial statements. REGENCY CENTERS, L.P. Consolidated Statements of Operations For the Three Months ended March 31, 1999 and 1998 (unaudited) 1999 1998 ---- ---- Revenues: Minimum rent $35,650,932 18,072,602 Percentage rent 327,971 550,217 Recoveries from tenants 8,498,064 3,837,231 Management, leasing and brokerage fees 1,789,853 2,728,672 Equity in income of investments in real estate partnerships 741,103 985 ----------- ----------- Total revenues 47,007,923 25,189,707 ----------- ----------- Operating expenses: Depreciation and amortization 8,506,319 4,360,659 Operating and maintenance 6,301,985 3,184,444 General and administrative 3,787,359 3,433,108 Real estate taxes 4,371,510 2,252,392 ------------ ----------- Total operating expenses 22,967,173 13,230,603 ------------- ----------- Interest expense (income): Interest expense 9,657,960 4,161,258 Interest income (452,889) (318,246) ---------- ------------ ---------- Net interest expense 9,205,071 3,843,012 ------------ ---------- Income before minority interests and sale of real estate investments 14,835,679 8,116,092 Gain on sale of real estate investments - 10,237,419 Minority interest of limited partners (260,939) (97,149) ------------ ----------- Net income 14,574,740 18,256,362 Preferred unit distribution (1,625,001) - ------------ ---------- Net income for common unitholders 12,949,739 18,256,362 ============= =========== Net income per common unit: Basic $ 0.33 0.69 ============= ========== Diluted $ 0.33 0.68 ============= ========== See accompanying notes to consolidated financial statements REGENCY CENTERS, L.P. Consolidated Statements of Changes in Capital For the Three Months Ended March 31, 1999 (Unaudited) Series A
Preferred General Limited Total Units Partner Partners Capital Balance December 31, 1998 $ 78,800,000 472,748,608 22,719,384 574,267,992 Net income 1,625,001 12,371,534 578,205 14,574,740 Cash contributions from the - issuance of Regency stock/units - 28,601 - 28,601 Cash distributions for dividends - (13,274,870) (481,984) (13,756,854) Preferred unit distribution (1,625,001) - - (1,625,001) Other contributions (distributions), net - (13,853,923) - (13,853,923) Units issued for acquisition of real estate - 782,267,133 24,276,334 806,543,467 Units exchanged for commo stock of Regency - 6,900,067 (6,900,067) - --------------- ------------------ --------------- --------------- Balance March 31, 1999 $ 78,800,000 1,247,187,150 40,191,872 1,366,179,022 =============== ================== =============== ===============
See accompanying notes to consolidated financial statements REGENCY CENTERS, L.P. Consolidated Statements of Cash Flows For the Three Months Ended March 31, 1999 and 1998 (unaudited)
1999 1998 ---- ---- Cash flows from operating activities: Net income $ 14,574,740 18,256,362 Adjustments to reconcile net income to net Cash provided by operating activities: Depreciation and amortization 8,506,319 4,360,659 Deferred financing cost and debt premium amortization (133,434) 58,880 Stock based compensation 580,811 605,822 Minority interest of limited partners 260,939 97,149 Equity in income of investments in real estate partnerships (741,103) (985) Gain on sale of real estate investments - (10,237,419) Changes in assets and liabilities: Tenant receivables (2,956,898) 97,131 Deferred leasing commissions (526,645) 329,779 Other assets 867,968 61,413 Tenants' security deposits 60,079 (41,496) Accounts payable and other liabilities 7,554,404 (433,634) --------------- ------------ Net cash provided by operating activities 28,047,180 13,153,661 ---------------- ------------ Cash flows from investing activities: Acquisition, development and improvements of real estate (14,589,129) 67,336,236) Investment in real estate partnerships (3,291,401) - Construction in progress for sale, net of reimbursement (12,316,835) (7,164,502) Proceeds from sale of real estate investments - 26,734,955 Distributions received from real estate partnership investments 704,474 8,593 --------------- ------------ Net cash used in investing activities (29,492,891) (47,757,190) --------------- ------------ Cash flows from financing activities: Cash contributions form the issuance of Regency stock and partnership units 28,601 6,769 Distributions to preferred unitholders (1,625,001) - Cash distributions for dividends (13,756,854) (12,633,383) Other contributions (distributions), net (13,853,923) (4,563,668) Proceeds from acquisition and development line of credit, net 52,148,125 42,100,000 Proceeds from mortgage loans payable - 1,774,207 Repayment of mortgage loans payable (8,870,784) (574,690) Deferred financing costs (1,976,816) (591,622) --------------- ------------ Net cash provided by financing activities 12,093,348 25,517,613 --------------- ------------ Net increase in cash and cash equivalents 10,647,637 (9,085,916) Cash and cash equivalents at beginning of period 15,536,926 14,642,429 --------------- ------------ Cash and cash equivalents at end of period $26,184,563 5,556,513 =============== ============
REGENCY CENTERS, L.P. Consolidated Statements of Cash Flows For the Three Months Ended March 31, 1999 and 1998 (unaudited) -continued-
1999 1998 ---- ---- Supplemental disclosure of cash flow information - cash paid for interest (netof capitalized interest of approximately $2,150,000 and $1,064,000 in 1999 and 1998 respectively) $ 8,714,895 3,598,239 =================== ================ Supplemental disclosure of non-cash transactions: Mortgage loans assumed for the acquisition of Pacific and real estate $ 405,284,768 65,448,585 =================== ================ Limited and general partnership units issued for the acquisition of Pacific and real estate $ 806,543,467 26,266,209 =================== ================ Other liabilities assumed to acquire Pacific $ 13,897,643 - =================== ================
See accompanying notes to consolidated financial statements. REGENCY CENTERS, L.P. Notes to Consolidated Financial Statements March 31, 1999 1. Summary of Significant Accounting Policies (a) Organization and Principles of Consolidation Regency Centers, L.P. (the "Partnership") is the primary entity through which Regency Realty Corporation ("Regency" or "Company"), a self-administered and self-managed real estate investment trust ("REIT"), conducts substantially all of its business and owns substantially all of its assets. In 1993, Regency was formed for the purpose of managing, leasing, brokering, acquiring, and developing shopping centers. The Partnership also provides management, leasing, brokerage and development services for real estate not owned by Regency (i.e., owned by third parties). The Partnership was formed in 1996 for the purpose of acquiring certain real estate properties. The historical financial statements of the Partnership reflect the accounts of the Partnership since its inception, together with the accounts of certain predecessor entities (including Regency Centers, Inc., a wholly-owned subsidiary of Regency through which Regency owned a substantial majority of its properties), which were merged with and into the Partnership as of February 26, 1998. At March 31, 1999, Regency owns approximately 97% of the outstanding common units of the Partnership The Partnership's ownership interests are represented by Units, of which there are (i) Series A Preferred Units, (ii) Original Limited Partnership Units (including Class A Units), all of which were issued in connection with the Branch acquisition, (iii) Class 2 Units, all of which were issued in connection with the Midland and other property acquisitions, and (iv) Class B Units, all of which are owned by Regency. Each outstanding Unit other than Class B Units and Series A Preferred Units is exchangeable, on a one share per one Unit basis, for the common stock of Regency or for cash at Regency's election. The accompanying consolidated financial statements include the accounts of the Partnership, its wholly owned subsidiaries, and its majority owned or controlled subsidiaries and partnerships. All significant intercompany balances and transactions have been eliminated in the consolidated financial statements. The Financial Statements reflect all adjustments which are of a normal recurring nature, and in the opinion of management, are necessary to properly state the results of operations and financial position. Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted although management believes that the disclosures are adequate to make the information presented not misleading. The Financial Statements should be read in conjunction with the financial statements and notes thereto included in the Partnership's December 31, 1998 Form 10-K filed with the Securities and Exchange Commission. During 1999, two properties were transferred from Regency to RCLP. The effects of such transfers were not material to the operations or financial position of the Partnership. During 1998, Regency transferred all of the assets and liabilities of a 100% owned shopping center, Hyde Park, to the Partnership in exchange for Class B units. Hyde Park was acquired by Regency on June 6, 1997, and its operations had been included in Regency's financial statements from that date forward. Since the Partnership and Hyde Park are under the common control of Regency, the transfer of Hyde Park has been accounted for at historical cost in a manner similar to a pooling of interests, as if the Partnership had directly acquired Hyde Park on June 6, 1997. Accordingly, the Partnership's financial statements have been restated to include the assets, liabilities, units issued, and results of operations of Hyde Park from the date it was acquired. (b) Reclassifications Certain reclassifications have been made to the 1998 amounts to conform to classifications adopted in 1999. 2. Acquisitions On September 23, 1998, the Company entered into an Agreement of Merger ("Agreement") with Pacific Retail Trust ("Pacific"), a privately held real estate investment trust. The Agreement, among other matters, provided for the merger of Pacific into Regency, and the exchange of each Pacific common or preferred share into 0.48 shares of Regency common or preferred stock. The stockholders approved the merger at a Special Meeting of Stockholders held February 26, 1999. At the time of the merger, Pacific owned 71 retail shopping centers that are operating or under construction containing 8.4 million SF of gross leaseable area. On February 28, 1999, the effective date of the merger, the Company issued equity instruments valued at $770.6 million to the Pacific stockholders in exchange for their outstanding common and preferred shares and units. The total cost to acquire Pacific was approximately $1.157 billion based on the value of Regency shares issued including the assumption of $379 million of outstanding debt and other liabilities of Pacific, and estimated closing costs of $7.5 million. The price per share used to determine the purchase price was $23.325 based on the five day average of the closing stock price of Regency's common stock as listed on the New York Stock Exchange immediately before, during and after the date the terms of the merger were agreed to and announced to the public. The merger was accounted for as a purchase with the Company as the acquiring entity. The properties acquired from Pacific were concurrently contributed by Regency into RCLP in exchange for additional partnership units. During 1998, the Partnership acquired 30 shopping centers fee simple for approximately $341.9 million and also invested $28.4 million in 12 joint ventures ("JV Properties"), for a total investment of $370.3 million in 42 shopping centers ("1998 Acquisitions"). Included in the 1998 Acquisitions are 32 shopping centers acquired from various entities comprising the Midland Group ("Midland"). Of the 32 Midland centers, 31 are anchored by Kroger, and 12 are owned through joint ventures in which the Partnership's ownership interest is 50% or less. The Partnership's investment in the properties acquired from Midland is $236.6 million at December 31, 1998. During 1999 and 2000, the Partnership may pay contingent consideration of up to an estimated $23 million, through the issuance of Partnership units and the payment of cash. The amount of such consideration, if issued, will depend on the satisfaction of certain performance criteria relating to the assets acquired from Midland. Transferors who received cash at the initial Midland closing will receive contingent future consideration in cash rather than units. On April 16, 1999, the Partnership paid $5.2 million related to this contingent consideration. The operating results of Pacific and the 1998 Acquisitions are included in the Partnership'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 Pacific and all of the 1998 Acquisitions had occurred on January 1, 1998. Such pro forma information reflects adjustments to 1) increase depreciation, interest expense, and general and administrative costs, 2) remove the office buildings sold, and 3) adjust the weighted average common units issued to acquire the properties. Pro forma revenues would have been $69.8 and $66.9 million as of March 31, 1999 and 1998, respectively. Pro forma net income for common unitholders would have been $19.9 and $19.1 million as of March 31, 1999 and 1998, respectively. Pro forma basic net income per common unit would have been $.32 and $.32 as of March 31, 1999 and 1998, respectively. Pro forma diluted net income per common unit would have been $.32 and $.31, as of March 31, 1999 and 1998, respectively. This data does not purport to be indicative of what would have occurred had Pacific and the 1998 Acquisitions been made on January 1, 1998, or of results which may occur in the future. 3. Segments The Partnership was formed, and currently operates, for the purpose of 1) operating and developing Partnership owned retail shopping centers (Retail segment), and 2) providing services including property management, leasing, brokerage, and construction and development management for third-parties (Service operations segment). The Partnership had previously operated four office buildings, all of which have been sold during 1998 and 1997 (Office buildings segment). The Partnership's reportable segments offer different products or services and are managed separately because each requires different strategies and management expertise. There are no material inter-segment sales or transfers. The Partnership 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 Partnership's shopping centers exhibit highly similar economic characteristics as neighborhood shopping centers, and offer similar degrees of risk and opportunities for growth. FFO as defined by the National Association of Real Estate Investment Trusts consists of net income (computed in accordance with generally accepted accounting principles) excluding gains (or losses) from debt restructuring and sales of income producing property held for investment, plus depreciation and amortization of real estate, and adjustments for unconsolidated investments in real estate partnerships and joint ventures. The Partnership considers FFO to be the industry standard for reporting the operations of REITs. Adjustments for investments in real estate partnerships are calculated to reflect FFO on the same basis. While management believes that FFO is the most relevant and widely used measure of the Partnership's performance, such amount does not represent cash flow from operations as defined by generally accepted accounting principles, should not be considered an alternative to net income as an indicator of the Partnership's operating performance, and is not indicative of cash available to fund all cash flow needs. Additionally, the Partnership's calculation of 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, FFO, and assets for each of the reportable segments are summarized as follows for the period ended as of March 31, 1999, and 1998.
Revenues: 1999 1998 --------- ---- ---- Retail segment 45,218,070 21,980,364 Service operations segment 1,789,853 2,728,672 Office buildings segment - 480,671 ---------- ----------- Total revenues 47,007,923 25,189,707 ========== ========== Funds from Operations: Retail segment net operating income 34,544,575 16,721,043 Service operations segment income 1,789,853 2,728,672 Office buildings segment net operating income - 303,156 Adjustments to calculate consolidated FFO: Interest expense (9,657,960) (4,161,258) Interest income 452,889 318,246 Earnings from recurring land sales - 901,853 General and administrative (3,787,359) (3,433,108) Non-real estate depreciation (175,790) (133,578) Minority interests of limited partners (260,939) (97,149) Minority interests in depreciation And amortization (181,594) (133,697) Share of joint venture depreciation and amortization 99,193 20,097 Dividends on preferred shares and units (1,625,001) - -------------- -------------- Funds from Operations 21,197,867 13,034,277 Reconciliation to net income for common stockholders: Real estate related depreciation and amortization (8,330,529) (4,227,081) Minority interests in depreciation and amortization 181,594 133,697 Share of joint venture depreciation And amortization (99,193) (20,097) Earnings from property sales - 9,335,566 ------------ ------------ Net income available for common Unitholders $ 12,949,739 18,256,362 =========== ============
Assets by reportable segment as of March 31, 1999 and December 31, 1998 are as follows. Non-segment assets to reconcile to total assets include cash, accounts receivable and deferred financing costs. Assets (in thousands): 1999 1998 ---------------------- ---- ---- Retail segment $ 2,221,154 1,026,910 Service operations segment 65,918 20,870 Office buildings segment - - Cash and other assets 59,477 38,657 -------------- ------------ Total assets $ 2,346,549 1,086,437 ============== ============ 4. Notes Payable and Acquisition and Development Line of Credit The Partnership's outstanding debt at March 31, 1999 and December 31, 1998 consists of the following (in thousands): 1999 1998 ---- ---- Notes Payable: Fixed rate mortgage loans $ 341,212 230,398 Variable rate mortgage loans 24,773 11,051 Fixed rate unsecured loans 121,178 121,296 ------- ------- Total notes payable 487,163 362,745 Acquisition and development line of credit 441,379 117,631 ------- ------- Total $ 928,542 480,376 ======= ======= During February, 1999, the Partnership modified the terms of its unsecured line of credit (the "Line") by increasing the commitment to $635 million. Maximum availability under the Line is based on the discounted value of a pool of eligible unencumbered assets (determined on the basis of capitalized net operating income) less the amount of the Company's outstanding unsecured liabilities. The Line matures in May 2001, but may be extended annually for one year periods. The Company is required to comply, and is in compliance, with certain financial and other covenants customary with this type of unsecured financing. These financial covenants include among others (i) maintenance of minimum net worth, (ii) ratio of total liabilities to gross asset value, (iii) ratio of secured indebtedness to gross asset value, (iv) ratio of EBITDA to interest expense, (v) ratio of EBITDA to debt service and reserve for replacements, and (vi) ratio of unencumbered net operating income to interest expense on unsecured indebtedness. The Line is used primarily to finance the acquisition and development of real estate, but is also available for general working capital purposes. On April 15, 1999 the Partnership 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. On April 30, 1999, the balance of the Line was $206.9 million. Mortgage loans are secured by certain real estate properties, but generally may be prepaid subject to a prepayment of a yield-maintenance premium. Mortgage loans are generally due in monthly installments of interest and principal and mature over various terms through 2018. 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 9.8%. During 1999, the Partnership assumed debt with a fair value of $405.3 million related to the acquisition of real estate, which includes debt premiums of $4.1 million based upon the above market interest rates of the debt instruments. Debt premiums are being amortized over the terms of the related debt instruments. As of March 31, 1999, 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 1999 $ 4,908 19,412 24,320 2000 5,519 488,946 494,465 2001 5,387 45,824 51,211 2002 4,687 44,122 48,809 2003 4,654 13,285 17,939 Beyond 5 Years 37,752 239,936 277,688 Net unamortized debt payments - 14,110 14,110 --------- --------- --------- Total $62,907 865,635 928,542 ======= ======= ======= Unconsolidated partnerships and joint ventures had mortgage loans payable of $58.8 million at March 31, 1999, and the Partnership's proportionate share of these loans was $25.5 million. 5. Regency's Stockholders' Equity and Partners' Capital On June 11, 1996, the Company entered into a Stockholders Agreement (the "Agreement") with SC-USREALTY granting it certain rights such as purchasing common stock, nominating representatives to the Company's Board of Directors, and subjecting SC-USREALTY to certain restrictions including voting and ownership restrictions. In connection with the Units and shares of common stock issued in March 1998 related to earnout payments, SC-USREALTY acquired 435,777 shares at $22.125 per share in accordance with their rights as provided for in the Agreement. As of March 31, 1999, SC-USREALTY owns approximately 34.3 million shares of common stock or 58.9% of the outstanding common shares. In connection with the acquisition of shopping centers, the Partnership has issued Original Limited Partnership and Class 2 Units to limited partners convertible on a one for one basis into shares of common stock of the Company. There are currently 1,082,331 Original Limited Partnership Units outstanding. On June 29, 1998, the Partnership issued $80 million of 8.125% Series A Cumulative Redeemable Preferred Units ("Series A Preferred Units") to an institutional investor in a private placement. The issuance involved the sale of 1.6 million Series A Preferred Units for $50.00 per unit. The Series A Preferred Units, which may be called by the Partnership at par on or after June 25, 2003, have no stated maturity or mandatory redemption, and pay a cumulative, quarterly dividend at an annualized rate of 8.125%. At any time after June 25, 2008, the Series A Preferred Units may be exchanged for shares of 8.125% Series A Cumulative Redeemable Preferred Stock of the Partnership at an exchange rate of one share of Series A Preferred Stock for one Series A Preferred Unit. The Series A Preferred Units and Series A Preferred Stock are not convertible into common stock of the Company. The net proceeds of the offering were used to reduce the acquisition and development line of credit. As part of the acquisition of Pacific Retail Trust, the Company issued Series 1 and Series 2 preferred shares. Series 1 preferred shares are convertible into Series 2 preferred shares on a one-for-one basis and contain provisions for adjustment to prevent dilution. The Series 1 preferred shares are entitled to a quarterly dividend in an amount equal to $0.0271 less than the common dividend and are cumulative. Series 2 preferred shares are convertible into common shares 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 shares any time after October 20, 2010 at a price of $20.83 per share, plus all declared but unpaid dividends. On March 4, 1999, the holders of Class B stock converted 1,250,000 shares into 1,487,734 shares of common stock. 6. Earnings Per Unit The following summarizes the calculation of basic and diluted earnings per unit for the three months ended March 31, 1999 and 1998 (in thousands except per share data): 1999 1998 ---- ---- Basic Earnings Per Unit (EPU) Calculation: Weighted average units outstanding 34,952 24,468 ====== ====== Net income for common $ 12,950 18,257 unitholders Less: dividends paid on Class B common stock, Series 1 and Series 2 Preferred stock 1,379 1,344 ------- ----- Net income for Basic and Diluted EPU $ 11,571 16,912 ======== ====== Basic EPU $ .33 .69 ======== ======= Diluted Earnings Per Unit (EPU) Calculation: Weighted average units outstanding for Basic EP 34,952 24,468 Incremental units to be issued under Common stock options using the Treasury method - 54 Contingent units for the acquisition of real estate 159 334 -------- -------- Total diluted units 35,111 24,856 ======= ======== Diluted EPU $ .33 .68 ========= ======= The Class B common stock dividends are deducted from income in computing earnings per unit since the proceeds of this offering were transferred to and reinvested by the Partnership. In addition, the Series 1 and Series 2 Preferred stock dividends are also deducted from net income in computing earnings per unit since the properties acquired with these preferred shares were contributed to the Partnership. Accordingly, the payment of Class B common, Series 1 and Series 2 Preferred stock dividends are deemed to be preferential to the distributions made to common unitholders. Item 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, L.P. appearing elsewhere within. Amounts are in thousands, except per share data and retail center statistical information. Organization Regency Realty Corporation ("Regency" or "Company") is a qualified real estate investment trust ("REIT") which began operations in 1993. The Company invests in real estate primarily through its general partnership interest in Regency Centers, L.P., ("RCLP" or "Partnership") an operating partnership in which the Company currently owns approximately 97% of the outstanding common partnership units ("Units"). Of the 204 properties included in the Company's portfolio at December 31, 1998, 186 properties were owned either fee simple or through partnerships interests by the Partnership. At March 31, 1999, the Company had an investment in real estate, at cost, of approximately $2.4 billion of which $2.3 billion or 94% was owned by the Partnership. Shopping Center Business The Partnership's principal business is owning, operating and developing grocery anchored neighborhood infill shopping centers. Infill refers to shopping centers within a targeted investment market offering sustainable competitive advantages such as barriers to entry resulting from zoning restrictions, growth management laws, or limited new competition from development or expansions. The Partnership's properties summarized by state and in order by largest holdings including their gross leasable areas (GLA) follows:
Location March 31, 1999 December 31, 1998 -------- ------------- ----------------- # Properties GLA % Leased # Properties GLA % Leased ------------ --------- -------- ------------ ----------- -------- Florida 38 4,764,640 91.0% 36 4,571,617 92.9% California 33 3,660,085 95.2% - - - Georgia 25 2,552,893 92.7% 25 2,560,383 92.8% Texas 25 3,542,442 89.7% 5 479,900 84.7% Ohio 13 1,803,945 92.7% 1,527,510 96.8% 12 North Carolina 12 1,239,718 97.7% 1,239,783 98.3% 12 Colorado 9 872,431 94.6% 5 447,569 89.4% Washington 8 737,310 97.1% - - - Oregon 6 583,704 89.8% - - - Tennessee 4 389,197 92.4% 4 295,179 96.8% Arizona 2 326,984 99.8% - - - Virginia 2 197,324 96.1% 2 197,324 97.7% Delaware 1 232,752 96.1% 1 232,752 94.8% Kentucky 1 205,060 94.7% 1 205,060 95.6% Illinois 1 178,600 86.9% 1 178,600 86.9% Michigan 2 177,399 81.6% 2 177,929 81.5% South Carolina 2 162,056 98.8% 2 162,056 100.0% Missouri 1 82,498 99.8% 1 82,498 99.8% Wyoming 1 75,000 0% - ------ -------- --------- -------- ---------- -------- Total 186 21,784,038 92.5% 109 12,358,160 93.6% =========== ========== ========= ========= ========== ========
The Partnership, 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. The Partnership's current investment markets have continued to offer strong stable economies, and accordingly, the Partnership 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. The following table summarizes the four largest grocery tenants occupying the Partnership's shopping centers at December 31, 1998: Grocery Anchor Number of % of % of Annualized Stores Total GLA Base Rent Kroger 39 10.8% 8.89% Publix 30 6.1% 4.04% Albertson's 14 3.5% 3.25% Winn Dixie 14 3.1% 2.17% Acquisition and Development of Shopping Centers On September 23, 1998, the Company entered into an Agreement of Merger ("Agreement") with Pacific Retail Trust ("Pacific"), a privately held real estate investment trust. The Agreement, among other matters, provided for the merger of Pacific into Regency, and the exchange of each Pacific common or preferred share into 0.48 shares of Regency common or preferred stock. The stockholders approved the merger at a Special Meeting of Stockholders held February 26, 1999. At the time of the merger, Pacific owned 71 retail shopping centers that are operating or under construction containing 8.4 million SF of gross leaseable area. On February 28, 1999, the effective date of the merger, the Company issued equity instruments valued at $770.6 million to the Pacific stockholders in exchange for their outstanding common and preferred shares and units. The total cost to acquire Pacific was approximately $1.157 billion based on the value of Regency shares issued including the assumption of $379 million of outstanding debt and other liabilities of Pacific, and estimated closing costs of $7.5 million. The price per share used to determine the purchase price was $23.325 based on the five day average of the closing stock price of Regency's common stock as listed on the New York Stock Exchange immediately before, during and after the date the terms of the merger were agreed to and announced to the public. The merger was accounted for as a purchase with the Company as the acquiring entity. The properties acquired from Pacific were concurrently contributed by Regency into RCLP in exchange for additional partnership units. During 1998, the Partnership acquired 30 shopping centers fee simple for approximately $341.9 million and also invested $28.4 million in 12 joint ventures ("JV Properties"), for a total investment of $370.3 million in 42 shopping centers ("1998 Acquisitions"). Included in the 1998 Acquisitions are 32 shopping centers acquired from various entities comprising the Midland Group ("Midland"). Of the 32 Midland centers, 31 are anchored by Kroger, and 12 are owned through joint ventures in which the Partnership's ownership interest is 50% or less. The Partnership's investment in the properties acquired from Midland is $236.6 million at December 31, 1998. During 1999 and 2000, the Partnership may pay contingent consideration of up to an estimated $23 million, through the issuance of Partnership units and the payment of cash. The amount of such consideration, if issued, will depend on the satisfaction of certain performance criteria relating to the assets acquired from Midland. Transferors who received cash at the initial Midland closing will receive contingent future consideration in cash rather than units. On April 16, 1999, the Partnership paid $5.2 million related to this contingent consideration. Results from Operations Comparison of 1999 to 1998 Revenues increased $21.8 million or 87% to $47.0 million in 1999. The increase was due primarily to Pacific and the 1998 Acquisitions. At March 31, 1999, the real estate portfolio contained approximately 21.8 million SF, and was 92.5% leased. Minimum rent increased $17.6 million or 97%, and recoveries from tenants increased $4.7 million or 121%. Revenues from property management, leasing, brokerage, and development services (service operation segment) provided on properties not owned by the Partnership were $1.8 million in 1999 compared to $2.7 million in 1998, the decrease due primarily to a decrease in brokerage fees. During the first quarter of 1998, the Partnership sold three office buildings and a parcel of land for $26.7 million, and recognized a gain on the sale of $10.2 million. As a result of these transactions the Partnership's real estate portfolio is comprised entirely of retail shopping centers. The proceeds from the sale were used to reduce the balance of the line of credit. Operating expenses increased $9.7 million or 74% to $23.0 million in 1999. Combined operating and maintenance, and real estate taxes increased $5.2 million or 96% during 1999 to $10.7 million. The increases are due to Pacific and the 1998 Acquisitions. General and administrative expenses increased 10% during 1999 to $3.8 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 $4.1 million during 1999 or 95% primarily due to Pacific and the 1998 Acquisitions. Interest expense increased to $9.7 million in 1999 from $4.2 million in 1998 or 132% due to increased average outstanding loan balances related to the financing of Pacific and the 1998 Acquisitions on the Line and the assumption of debt. Net income for common unit holders was $12.9 million in 1999 vs. $18.3 million in 1997, a $5.3 million or 29% decrease the result of a $10.2 million gain recognized in the first quarter of 1998 on the sale of three office buildings and a parcel of land. Diluted earnings per unit in 1999 was $.32 vs. $.69 in 1998 due to the decrease in net income combined with the dilutive impact from the increase in weighted average common units and equivalents of 10.3 million primarily due to the acquisition of Pacific. Funds from Operations The Partnership considers funds from operations ("FFO"), as defined by the National Association of Real Estate Investment Trusts as 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 after adjustments for unconsolidated investments in real estate partnerships and joint ventures, 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 FFO on the same basis. While management believes that FFO is the most relevant and widely used measure of the Partnership's performance, such amount does not represent cash flow from operations as defined by generally accepted accounting principles, should not be considered an alternative to net income as an indicator of the Partnership's operating performance, and is not indicative of cash available to fund all cash flow needs. Additionally, the Partnership's calculation of FFO, as provided below, may not be comparable to similarly titled measures of other REITs. FFO for the periods ended March 31, 1999 and 1998 are summarized in the following table (in thousands): 1999 1998 Net income for common stockholders $ 12,950 18,256 Add (subtract): Real estate depreciation and amortization 8,248 4,114 Gain on sale of operating property - (9,336) --------- --------- Funds from operations $ 21,198 13,034 ========== ========= Cash flow provided by (used in): Operating activities $ 28,047 13,154 Investing activities (29,493) (47,757) Financing activities 12,093 25,518 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 $28 million and $13 million for the three months ended March 31, 1999 and 1998, respectively. The Partnership paid scheduled principal payments of $1.1 million and $575,000 during 1999 and 1998, respectively. The Partnership paid distributions of $13.8 million and $4.6 million, during 1999 and 1998, respectively, to its Original Limited Partnership, Class 2 and Series A Preferred unitholders. Management expects to meet long-term liquidity requirements for term debt payoffs at maturity, 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 public markets. Net cash used in investing activities was $29.5 million and $47.8 million, during 1999 and 1998, respectively, primarily for purposes discussed above under Acquisitions and Development of Shopping Centers. Net cash provided by financing activities was $12.1 million and $25.5 million during 1999 and 1998, respectively, primarily related to the proceeds from the preferred unit and debt offerings completed during 1998. At March 31, 1999, the Partnership had 14 retail properties under construction or undergoing major renovations, with costs to date of $119.6 million. Total committed costs necessary to complete the properties under development is estimated to be $209 million and will be expended through 1999 and 2000. The Partnership's outstanding debt at March 31, 1999 and December 31, 1998 consists of the following (in thousands): 1999 1998 ---- ---- Notes Payable: Fixed rate mortgage loans $ 341,212 230,398 Variable rate mortgage loans 24,773 11,051 Fixed rate unsecured loans 121,178 121,296 ------- ------- Total notes payable 487,163 362,745 Acquisition and development line of credit 441,379 117,631 ------- ------- Total $ 928,542 480,376 ======== ======== During February, 1999, the Partnership modified the terms of its unsecured line of credit (the "Line") by increasing the commitment to $635 million. Maximum availability under the Line is based on the discounted value of a pool of eligible unencumbered assets (determined on the basis of capitalized net operating income) less the amount of the Company's outstanding unsecured liabilities. The Line matures in May 2001, but may be extended annually for one year periods. The Company is required to comply, and is in compliance, with certain financial and other covenants customary with this type of unsecured financing. These financial covenants include among others (i) maintenance of minimum net worth, (ii) ratio of total liabilities to gross asset value, (iii) ratio of secured indebtedness to gross asset value, (iv) ratio of EBITDA to interest expense, (v) ratio of EBITDA to debt service and reserve for replacements, and (vi) ratio of unencumbered net operating income to interest expense on unsecured indebtedness. The Line is used primarily to finance the acquisition and development of real estate, but is also available for general working capital purposes. On June 29, 1998, the Partnership issued $80 million of 8.125% Series A Cumulative Redeemable Preferred Units ("Series A Preferred Units") to an institutional investor, Belair Capital Fund, LLC, in a private placement. The issuance involved the sale of 1.6 million Series A Preferred Units for $50.00 per unit. The Series A Preferred Units, which may be called by the Partnership at par on or after June 25, 2003, have no stated maturity or mandatory redemption, and pay a cumulative, quarterly dividend at an annualized rate of 8.125%. At any time after June 25, 2008, the Series A Preferred Units may be exchanged for shares of 8.125% Series A Cumulative Redeemable Preferred Stock of the Company at an exchange rate of one share of Series A Preferred Stock for one Series A Preferred Unit. The Series A Preferred Units and Series A Preferred Stock are not convertible into common stock of the Company. The net proceeds of the offering were used to reduce the Line. On April 15, 1999 the Partnership 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. On April 30, 1999, the balance of the Line was $206.9 million. Mortgage loans are secured by certain real estate properties, but generally may be prepaid subject to a prepayment of a yield-maintenance premium. Mortgage loans are generally due in monthly installments of interest and principal and mature over various terms through 2018. 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 9.8%. During 1999, the Partnership assumed debt with a fair value of $405.3 million related to the acquisition of real estate, which includes debt premiums of $4.1 million based upon the above market interest rates of the debt instruments. Debt premiums are being amortized over the terms of the related debt instruments. As of March 31, 1999, scheduled principal repayments on notes payable and the Line for the next five years were as follows (in thousands): Scheduled Principal Term Loan Total Scheduled Payments by Year Payments Maturities Payments 1999 $ 4,908 19,412 24,320 2000 5,519 488,946 494,465 2001 5,387 45,824 51,211 2002 4,687 44,122 48,809 2003 4,654 13,285 17,939 Beyond 5 Years 37,752 239,936 277,688 Net unamortized debt payments - 14,110 14,110 ------------ --------- -------- Total $62,907 865,635 928,542 ============ ========== ======== Unconsolidated partnerships and joint ventures had mortgage loans payable of $58.8 million at March 31, 1999, and the Company's proportionate share of these loans was $25.5 million. The Company qualifies and intends to continue to qualify as a REIT under the Internal Revenue 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 by the Company. While the Company intends to continue to pay dividends to its stockholders, the Company and the Partnership will reserve such amounts of cash flow as it considers necessary for the proper maintenance and improvement of the real estate portfolio, while still maintaining the Company's qualification as a REIT. The Partnership's real estate portfolio has grown substantially during 1999 as a result of the acquisitions and development discussed above. The Partnership 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. The Partnership expects to repay the Line from time to time from additional public and private equity and debt offerings through both the Company and the Partnership, such as those completed in previous years. Because such acquisition and development activities are discretionary in nature, they are not expected to burden the Partnership's capital resources currently available for liquidity requirements. The Partnership expects that cash provided by operating activities, unused amounts available under the Line, and cash reserves are adequate to meet liquidity requirements. New Accounting Standards and Accounting Changes The Financial Accounting Standards Board issued Statement of Financial Accounting Standards No. 133, "Accounting for Derivative Instruments and Hedging Activities " (FAS 133), which is effective for all fiscal quarters of all fiscal years beginning after June 15, 1999. FAS 133 establishes accounting and reporting standards for derivative instruments and hedging activities. FAS 133 requires entities to recognize all derivatives as either assets or liabilities in the balance sheet and measure those instruments at fair value. The Partnership does not believe FAS 133 will materially effect its financial statements. Environmental Matters The Partnership like others in the commercial real estate industry, is subject to numerous environmental laws and regulations and the operation of dry cleaning plants at the Partnership's shopping centers is the principal environmental concern. The Partnership believes that the dry cleaners are operating in accordance with current laws and regulations and has established procedures to monitor their operations. The Company has approximately 31 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 the Company or the Partnership due to financial statement reserves and various state-regulated programs that shift the responsibility and cost for remediation to the state. Based on information presently available, no additional environmental accruals were made and management believes that the ultimate disposition of currently known matters will not have a material effect on the financial position, liquidity, or operations of the Company or Partnership. Inflation Inflation has remained relatively low during 1990 and 1998 and has had a minimal impact on the operating performance of the shopping centers, however, substantially all of the Partnership's long-term leases contain provisions designed to mitigate the adverse impact of inflation. Such provisions include clauses enabling the Partnership 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 the Partnership's leases are for terms of less than ten years, which permits the Partnership to seek increased rents upon re-rental at market rates. Most of the Partnership's leases require the tenants to pay their share of operating expenses, including common area maintenance, real estate taxes, insurance and utilities, thereby reducing the Partnership's exposure to increases in costs and operating expenses resulting from inflation. Year 2000 System Compliance Management recognizes the potential effect Year 2000 may have on the Partnership's operations and, as a result, has implemented a Year 2000 Compliance Project. The term "Year 2000 compliant" means that the software, hardware, equipment, goods or systems utilized by, or material to the physical operations, business operations, or financial reporting of an entity will properly perform date sensitive functions before, during and after the year 2000. The Partnership's Year 2000 Compliance Project includes an awareness phase, an assessment phase, a renovation phase, and a testing phase of our data processing network, accounting and property management systems, computer and operating systems, software packages, and building management systems. The project also includes surveying our major tenants and financial institutions. Total costs incurred to date associated with the Year 2000 compliance project have been reflected in the Partnership's income statement throughout 1999 and 1998, and were approximately $250,000. The Partnership's computer hardware, operating systems, general accounting and property management systems and principal desktop software applications are Year 2000 compliant as certified by the various vendors. We are currently testing these systems, and expect to complete the testing phase by June 30, 1999. Based on testing to date, management does not anticipate any Year 2000 issues that will materially impact operations or operating results. An assessment of the Partnership's building management systems has been completed. This assessment has resulted in the identification of certain lighting, telephone, and voice mail systems that may not be Year 2000 compliant. Management has begun upgrading these systems and believes that the cost of these systems will not exceed $500,000. It is anticipated that the renovation and testing phases will be complete by June 30, 1999, and the Partnership expects to be compliant upon completion of these phases. The Partnership has surveyed its major tenants and financial institutions to determine the extent to which the Company is vulnerable to third parties' failure to resolve their Year 2000 issues. Based on the responses to surveys received to date, no risks were identified to take additional action at this point. Management believes its planning efforts are adequate to address the Year 2000 Issue and that its risk factors are primarily those that it cannot directly control, including the readiness of its major tenants and financial institutions. Failure on the part of these entities to become Year 2000 compliant could result in disruption in the Partnership's cash receipt and disbursement functions. There can be no guarantee, however, that the systems of unrelated entities upon which the Partnership's operations rely will be corrected on a timely basis and will not have a material adverse effect on the Company. The Partnership is in the process of establishing a formal contingency plan and expects to have a plan in place by September 30, 1999. Item 7a. Quantitative and Qualitative Disclosures About Market Risk Market Risk The Partnership 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 the Partnership's real estate investment portfolio and operations. The Partnership'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 the Partnership 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. The Partnership has no plans to enter into derivative or interest rate transactions for speculative purposes, and at March 31, 1999, the Partnership did not have any borrowings hedged with derivative financial instruments. The Partnership's interest rate risk is monitored using a variety of techniques. The table below presents the principal amounts maturing (in thousands) based upon contractual terms, weighted average interest rates of debt remaining, 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.
1999 2000 2001 2002 2003 Thereafter Total Value ---- ---- ---- ---- ---- ---------- ----- ----- Fixed rate debt $8,467 52,954 42,423 48,809 17,939 277,689 448,280 462,390 Average interest rate for all debt 7.98% 8.01% 7.99% 7.87% 7.81% 7.8% - - Variable rate LIBOR debt $15,853 441,511 8,788 - - - 466,152 466,152 Average interest rate for all debt 6.10% 7.30% - - - - - -
As the table incorporates only those exposures that exist as of March 31, 1999, 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, the Partnership's ultimate realized gain or loss with respect to interest rate fluctuations will depend on the exposures that arise during the period, the Company's hedging strategies at that time, and interest rates. Forward Looking Statements This report contains certain forward-looking statements (as such term is defined in the Private Securities Litigation Reform Act of 1995) and information relating to the Company that is based on the beliefs of the Company's management, as well as assumptions made by and information currently available to management. When used in this report, the words "estimate," "project," "believe," "anticipate," "intend," "expect" and similar expressions are intended to identify forward-looking statements. Such statements involve known and unknown risks, uncertainties and other factors that may cause the actual results, performance or achievements of the Company, or industry results, to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Such factors include, among others, the following: general economic and business conditions; changes in customer preferences; competition; changes in technology; the integration of acquisitions, including Pacific; changes in business strategy; the indebtedness of the Company; quality of management, business abilities and judgment of the Company's personnel; the availability, terms and deployment of capital; and various other factors referenced in this report. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof. The Company does not undertake any obligation to publicly release any revisions to these forward-looking statements to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events. Item 6 Exhibits and Reports on Form 8-K Exhibits 3.1 Second Amended and Restated Agreement of Limited Partnership of Regency Centers, L.P., dated as of March 5, 1998, (incorporated by reference to Exhibit 10(a) to Regency Realty Corporation's Current Report on Form 8-K/A filed March 19, 1998) 3.2 Amendment No. 1 to Second Amended and Restated Agreement of Limited Partnership relating to 8.125% Series A Cumulative Redeemable Preferred Units (incorporated by reference to Exhibit 3.2 to the Registration Statement on Form 10 of Regency Centers, L.P. 10.1 Amended and Restated Credit Agreement dated as of February 26, 1999 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 (filed as an exhibit to Regency Realty Corporation's Form 10-K filed March 15, 1999 and incorporated herein by reference) 10.3 Indenture dated as of July 20, 1998 among Regency Centers, L.P., the Guarantors named therein and First Union National Bank, as trustee (incorporated by reference to Exhibit 10.2 to the Registration Statement on Form 10 of Regency Centers, L.P.) 10.4 Indenture dated as of 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) 27.1 Financial Data Schedule Reports on Form 8-K. None SIGNATURE Pursuant to the requirements of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. Date: May 17, 1999 REGENCY CENTERS, L..P. By: /s/ J. Christian Leavitt Senior Vice President and Secretary EX-27 2 ARTICLE 5 FINANCIAL DATA SCHEDULE
5 THIS SCHEDULE CONTAINS SUMMARY INFORMATION EXTRACTED FROM REGENCY CENTERS, L.P. QUARTERLY REPORT FOR THE PERIOD ENDED 3/31/99 0001066247 REGENCY CENTERS, L.P. 1 3-MOS DEC-31-1999 MAR-31-1999 26,184,563 0 29,039,103 7,875,038 0 0 2,334,514,310 47,442,799 2,346,549,345 0 0 0 0 0 1,366,179,023 2,346,549,346 0 47,007,923 0 10,673,495 8,506,319 0 9,657,960 14,574,740 0 14,574,740 0 0 0 12,949,739 0.33 0.33
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