-----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, BvurIVZw/xFfGcBmoEZ5eY/DgVe2ovcsvI7BJE249F25W8F4BY8iER+tW4fqAJKS YM87sXr21vgTu8OmR93bmg== 0000910606-99-000004.txt : 19990318 0000910606-99-000004.hdr.sgml : 19990318 ACCESSION NUMBER: 0000910606-99-000004 CONFORMED SUBMISSION TYPE: 10-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 19981231 FILED AS OF DATE: 19990317 FILER: COMPANY DATA: COMPANY CONFORMED NAME: RRC ACQUISITIONS INC CENTRAL INDEX KEY: 0001066250 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: 10-K SEC ACT: SEC FILE NUMBER: 333-63723-04 FILM NUMBER: 99566747 BUSINESS ADDRESS: STREET 1: 121 W FORSYTH STREET STREET 2: SUITE 200 CITY: JACKSONVILLE STATE: FL ZIP: 32202 MAIL ADDRESS: STREET 1: 121 W FORSYTH ST STREET 2: STE 200 CITY: JACKSONVILLE STATE: FL ZIP: 32202 10-K 1 DECEMBER 31, 1998 FORM 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-K (X) ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 1998 ( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to ------------ Commission File Number 333-63723-04 RRC ACQUISITIONS, INC. (Exact name of registrant as specified in its charter) FLORIDA 59-3210155 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) identification No.) 121 West Forsyth Street, Suite 200 (904) 356-7000 Jacksonville, Florida 32202 Registrant's telephone No.) (Address of principal executive offices) (zip code) Securities registered pursuant to Section 12(b)of the Act: NONE (Title of Class) Not Applicable (Name of exchange on which registered) Securities registered pursuant to Section 12(g) of the Act: None Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months and (2) has been subject to such filing requirements for the past 90 days. YES ( ) NO (x ) Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of Registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. (X) The Registrant is a wholly owned subsidiary of Regency Realty Corporation. Documents Incorporated by Reference None TABLE OF CONTENTS Form 10-K Item No. Report Page This filing constitutes a special financial report pursuant to Rule 5d-2 of the Securities Exchange Act of 1934. This report contains only the financial statements of the registrant for 1998, the last full fiscal year preceding the fiscal year in which the registrant's registration statement on Form S-4 (No. 333-63723) became effective. PART IV Item 14. Exhibits, Financial Statements, Schedules and Reports on Form 8-K..............1 (a) Financial Statements and Financial Statement Schedules: The financial statements together with the report of KPMG LLP dated February 1, 1999, are listed on the index immediately preceding the financial statements at the end of this report. (b) Reports on Form 8-K: None (c) Exhibits: 23.Consent of KPMG LLP 27.Financial Data Table SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. RRC ACQUISITIONS, INC. Date: March 17, 1999 By: /s/ Martin E. Stein, Jr. ------------------------ Martin E Stein, Jr., Chairman of the Board and Chief Executive Officer Date: March 17, 1999 By: /s/ Bruce M. Johnson -------------------- Bruce M. Johnson, Managing Director and Principal Financial Officer Date: March 17, 1999 By: /s/ J. Christian Leavitt ------------------------ J. Christian Leavitt, Senior Vice President, Finance and Principal Accounting Officer Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated: Date: March 17, 1999 /s/ Martin E. Stein, Jr. ------------------------ Martin E. Stein, Jr., Chairman of the Board and Chief Executive Officer Date: March 17, 1999 /s/ Mary Lou Rogers ------------------- Mary Lou Rogers, President, Chief Operating Officer and Director Date: March 17, 1999 /s/ Thomas B. Allin ------------------- Thomas B. Allin, Director Independent Auditors' Report The Board of Directors of Regency Realty Corporation and RRC Acquisitions, Inc.: We have audited the accompanying balance sheets of RRC Acquisitions, Inc. as of December 31, 1998 and 1997, and the related statements of operations, stockholder's equity, and cash flows for the years then ended. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of RRC Acquisitions, Inc. as of December 31, 1998 and 1997, and the results of its operations and its cash flows for the years then ended, in conformity with generally accepted accounting principles. KPMG LLP Jacksonville, Florida February 28, 1999 RRC ACQUISITIONS, INC. Balance Sheets December 31, 1998 and 1997 1998 1997 ------------ ------------ Assets Cash restricted for tenant's security deposits $ 26,645 30,714 Property and buildings, at cost: Land 3,866,500 3,866,500 Buildings and improvements 14,172,640 14,019,614 ------------ ------------ 18,039,140 17,886,114 Less accumulated depreciation 447,889 86,841 ------------ ------------ Net property and buildings 17,591,251 17,799,273 ------------ ------------ Land held for investment 874,858 -- Other assets: Accounts receivable and other assets 340,758 93,413 Deferred leasing costs, less accumulated amortization (note 3) 50,688 7,411 ------------ ------------ Total other assets 391,446 100,824 ------------- ------------ $ 18,884,200 17,930,811 ============ ============ Liabilities and Stockholder's Equity Liabilities: Accounts payable and other liabilities 282,948 188,264 Tenants' security deposits 26,645 30,714 ------------- ------------ Total liabilities 309,593 218,978 ------------- ------------ Stockholder's equity: Common stock $.01 par value per share: 10,000 shares authorized, issued and outstanding 100 100 Additional paid in capital 16,936,435 17,425,605 Retained earnings 1,638,072 286,128 ------------ ------------ Total stockholder's equity 18,574,607 17,711,833 ------------ ------------ 18,884,200 17,930,811 ============ ============ See accompanying notes to financial statements. RRC ACQUISITIONS, INC. Statements of Operations Years ended December 31, 1998 and 1997 1998 1997 ----------------- --------------- Revenues: Rental income (note 2) $ 1,861,368 393,892 Tenant reimbursements and other income 550,990 113,528 ---------------- ---------------- Total revenues 2,412,358 507,420 ---------------- ---------------- Expenses: Operating and maintenance (note 3) 178,663 25,875 Depreciation and amortization 369,239 87,277 General and administrative 188,849 44,082 Real estate taxes 323,664 64,058 ---------------- ---------------- Total expenses 1,060,415 221,292 ---------------- ---------------- Net income $ 1,351,943 286,128 ================ =============== See accompanying notes to financial statements. RRC ACQUISITIONS, INC. Statements of Stockholder's Equity Years ended December 31, 1998 and 1997 Additional; Total Common Paid in Retained Stockholder's Stock Capital Earnings Equity ------- ------------ ----------- ------------ Balance at December 31, 1996 $ 100 -- -- 100 Additional paid in capital -- 17,425,605 -- 17,425,605 Net income -- -- 286,128 286,128 ------- ------------ ------------ ----------- Balance at December 31, 1997 100 17,425,605 286,128 17,711,833 Additional paid in capital (dividends), net -- (1,364,027) -- (1,364,027) Contribution of land -- 874,858 -- 874,858 Net income -- -- 1,351,943 1,351,943 -------- ------------ ----------- ------------ Balance at December 31, 1998 $ 100 16,936,436 1,638,071 18,574,607 ======== ============ =========== =========== See accompanying notes to financial statements. RRC ACQUISITIONS, INC. Statements of Cash Flows Years ended December 31, 1998 and 1997 1998 1997 ----------- ----------- Cash flows from operating activities: Net income $ 1,351,943 286,128 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization 369,239 87,277 Deferred costs (51,468) (7,847) Changes in assets and liabilities: Accounts receivable and other assets (247,345) (86,907) Accounts payable and other liabilities 94,684 (40,263) Cash restricted for tenants' security deposits 4,069 - Tenants' security deposits (4,069) - -------------- --------- Net cash provided by operating activities 1,517,053 238,388 -------------- --------- Cash flows from investing activities - purchase of and additions to property and buildings (153,026) (17,663,993) -------------- ------------ Cash flows from financing activities- additional paid in capital (dividends), net (1,364,027) 17,425,605 -------------- ----------- Net change in cash - - Cash at beginning of year - - -------------- ------------ Cash at end of year $ - - ============== ============= Supplemental disclosure of non-cash transactions: Liabilities assumed in the acquisition of property and buildings $ - 222,122 ============== ============= Land contributed recorded as a capital contribution $ 874,858 - ============== ============ See accompanying notes to financial statements. RRC ACQUISITIONS, INC. Notes to Financial Statements December 31, 1998 and 1997 (1) Summary of Significant Accounting Policies (a) Company Structure RRC Acquisitions, Inc. (the Company) was formed as a Florida corporation on November 16, 1993 for the purpose of acquiring, leasing and operating shopping centers. The Company was inactive, and thus had no operations, until November 10, 1997 when it purchased Kingsdale Shopping Center, a 255,177 square foot shopping center located in Columbus, Ohio, for approximately $17.9 million. Kingsdale, which was constructed during 1997, has a net cost, for federal income tax purposes, of approximately $17.7 million at December 31, 1998. The Company is 100% owned by Regency Realty Corporation (RRC). On December 30, 1998, RRC FL Seven, Inc., a wholly-owned subsidiary of RRC was merged into the Company. RRC FL Seven, Inc. owned a single parcel of land and has no operations. The merger was accounted for at the historical cost of RRC FL Seven, Inc. since both entities are wholly-owned by RRC. (b) Method of Accounting The accompanying financial statements were prepared on the accrual basis of accounting. No provision for income taxes is made because the Company is a qualified REIT subsidiary of RRC, and accordingly such subsidiaries are not subject to income taxes under the Internal Revenue Code. (c) Use of Estimates The preparation of financial statements in conformity with generally accepted accounting principles requires the Company's management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. (d) Property and Buildings Property and building are recorded at cost. Major additions and improvements to property and buildings are capitalized to the property accounts, while replacements, maintenance, and repairs which do not improve or extend the useful lives of the respective assets are reflected in operations. Depreciation is computed using the straight-line method over the estimated useful lives of the property and buildings, which is 39 years for buildings and improvements and the life of the lease term for tenant improvements. RRC ACQUISITIONS, INC. Notes to Financial Statements December 31, 1998 and 1997 (e) Revenue Recognition The Company leases space to tenants under agreements with varying terms. Leases are accounted for as operating leases with minimum rent recognized on a straight-line basis over the term of the lease regardless of when payments are due. Contingent rentals are included in income in the period earned. (f) Deferred Costs Deferred costs consist of costs associated with leasing the property. Such costs are deferred and amortized using the straight-line method over the terms of the respective leases. (g) Cash and Cash Equivalents For the purposes of the statement of cash flows, the Company considers all instruments with a maturity of 90 days or less at purchase to be cash equivalents. (h) Impairment of Long-Lived Assets The Company follows the provisions of Statement of Financial Accounting Standards No. 121, "Accounting for the Impairment of Long-Lived Assets and Long-Lived Assets to be Disposed Of." This Statement requires that long-lived assets be reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by comparison of the carrying amount of an asset to future net cash flows expected to be generated by the asset. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amounts of the assets exceed their fair value, less costs to sell. (i) Earnings per Share Since all of the outstanding shares of the Company are owned by RRC, management has determined that calculation and presentation of earnings per share would not be meaningful. RRC ACQUISITIONS, INC. Notes to Financial Statements December 31, 1998 and 1997 (2) Leases The Company has various tenant leases with terms that expire through 2006. Future minimum rental payments under noncancelable operating leases as of December 31, 1998, including renewed terms and new tenants, are as follows: Year ending December 31, Amount 1999 $ 1,675,011 2000 1,635,083 2001 1,185,606 2002 852,507 2003 602,920 Thereafter 2,995,315 ---------------- $ 8,946,442 ================ Most tenants are responsible for payment or reimbursement of their proportionate share of taxes, insurance, and common area expenses. During 1998, one tenant, Stein Mart, paid base rent of $197,868, which exceeded 10% of the total minimum rent earned by the Company. (3) Related Party Transactions The Company paid fees for property management to RRC of $92,161 and $19,640 for the years ended December 31, 1998 and 1997, respectively. The Company paid tenant lease commissions to RRC of $51,468 and $7,847 for the years ended December 31, 1998 and 1997, respectively. Such payments have been recorded as deferred leasing costs in the accompanying balance sheets. EX-23 2 KPMG CONSENT Exhibit 23 Independent Auditors' Consent The Board of Directors Regency Realty Corporation: We consent to incorporation by reference in the registration statements (No. 333-72899) on Form S-3 and (No. 333-63723) on Form S-4 of Regency Centers, L.P., of our report dated February 28, 1999, relating to the balance sheets of RRC Acquisitions, Inc. as of December 31, 1998 and 1997, and the related statements of operations, stockholder's equity, and cash flows for the years then ended, which report appears in the December 31, 1998, annual report on Form 10-K of RRC Acquisitions, Inc. KPMG LLP Jacksonville, Florida March 12, 1999 EX-27 3 ARTICLE 5 FINANCIAL DATA SCHEDULE
5 THIS SCHEDULE CONTAINS SUMMARY INFORMATION EXTRACTED FROM RRC ACQUISITIONS, INC.'S FORM 10-K FOR THE YEAR ENDED 12/31/98 0001066250 RRC ACQUISITIONS, INC. 1 12-MOS DEC-31-1998 DEC-31-1998 26,645 0 340,758 0 0 0 18,039,140 447,889 18,884,200 0 0 0 0 100 18,574,507 18,884,200 0 2,412,358 0 502,327 369,239 0 0 1,351,943 0 1,351,943 0 0 0 1,351,943 0.00 0.00
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