-----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, UFOg+Bj7mfY8fPLz4ZAEtYtAcuNW+rzB0w9cVBUoa1+Sf+3zXGMD/B2Ogx1dXlOt E0zn/XUGyZKLBAxxipvjHg== 0000910606-97-000016.txt : 19970814 0000910606-97-000016.hdr.sgml : 19970814 ACCESSION NUMBER: 0000910606-97-000016 CONFORMED SUBMISSION TYPE: 8-K/A PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19970606 ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 19970813 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: REGENCY REALTY CORP CENTRAL INDEX KEY: 0000910606 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] IRS NUMBER: 593191743 STATE OF INCORPORATION: FL FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-12298 FILM NUMBER: 97659428 BUSINESS ADDRESS: STREET 1: 121 WEST FORSYTH ST STREET 2: STE 200 CITY: JACKSONVILLE STATE: FL ZIP: 32202 BUSINESS PHONE: 9043567000 MAIL ADDRESS: STREET 1: 121 W FORSYTH STREET STREET 2: SUITE 200 CITY: JACKSONVILLE STATE: FL ZIP: 32202 8-K/A 1 REGENCY REALTY CORP. 6/6/97 8-K/A SECURITIES AND EXCHANGE COMMISSION UNITED STATES Washington, DC 20549 FORM 8-K/A CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) June 6, 1997 REGENCY REALTY CORPORATION (Exact name of registrant as specified in its charter) Florida 1-12298 59-3191743 (State or other jurisdiction Commission (IRS Employer of incorporation) File Number) Identification No.) 121 West Forsyth Street, Suite 200 Jacksonville, Florida 32202 (Address of principal executive offices) (Zip Code) Registrant's telephone number including area code: (904)-356-7000 Not Applicable (Former name or former address, if changed since last report) ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS A. Financial Statements (a) OAKLEY PLAZA Audited Statement of Revenues and Certain Expenses for the year ended December 31, 1996. (b) MARINER'S VILLAGE SHOPPING CENTER Audited Statement of Revenues and Certain Expenses for the year ended December 31, 1996. (c) CARMEL COMMONS SHOPPING CENTER Audited Statement of Revenues and Certain Expenses for the year ended December 31, 1996. (d) MAINSTREET SQUARE SHOPPING CENTER Audited Statement of Revenues and Certain Expenses for the year ended December 31, 1996. (e) EASTPORT PLAZA SHOPPING CENTER Audited Statement of Revenues and Certain Expenses for the year ended December 31, 1996. (f) HYDE PARK PLAZA Audited Statement of Revenues and Certain Expenses for the year ended December 31, 1996. B. Pro Forma Financial Information (a) REGENCY REALTY CORPORATION Pro Forma Consolidated Balance Sheet, June 30, 1997 (unaudited) Pro Forma Consolidated Statements of Operations for the Six Month Period ended June 30, 1997 and the Year ended December 31, 1996 (unaudited) C. Exhibits 23. Consent of KPMG Peat Marwick LLP Independent Auditors' Report The Board of Directors Regency Realty Corporation: We have audited the accompanying statement of revenues and certain expenses (defined as being gross income less operating costs and expenses, exclusive of expenses not directly related to the operation of the property) of Oakley Plaza for the year ended December 31, 1996. This financial statement is the responsibility of management. Our responsibility is to express an opinion on this statement of revenues and certain expenses based on our audit. We conducted our audit in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the statement of revenues and certain expenses is free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the statement of revenues and certain expenses. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the statement of revenues and certain expenses. We believe that our audit provides a reasonable basis for our opinion. The accompanying statement of revenues and certain expenses of Oakley Plaza was prepared for the purposes of complying with the rules and regulations of the Securities and Exchange Commission for inclusion in the Form 8-K of Regency Realty Corporation and excludes material amounts, described in note 1 to the statement of revenues and certain expenses, that would not be comparable to those resulting from the proposed future operations of the property. In our opinion, the statement of revenues and certain expenses referred to above presents fairly, in all material respects, the revenues and certain expenses (as defined above) of Oakley Plaza for the year ended December 31, 1996, in conformity with generally accepted accounting principles. KPMG Peat Marwick LLP Certified Public Accountants Jacksonville, Florida June 13, 1997 OAKLEY PLAZA Statement of Revenues and Certain Expenses For the year ended December 31, 1996 Real estate operation revenues: Minimum rent $ 711,301 Recoveries from tenants 71,987 --------- Total revenues 783,288 --------- Real estate operation expenses: Operating and maintenance 66,719 Management fees 23,319 Real estate taxes 65,057 General and administrative 16,202 --------- Total expenses 171,297 --------- Revenues in excess of certain expenses $ 611,991 ========= See accompanying notes to statement of revenues and certain expenses. OAKLEY PLAZA Notes to Statement of Revenues and Certain Expenses For the year ended December 31, 1996 1. Basis of Presentation The statement of revenues and certain expenses relates to the operation of a 117,110 square foot shopping center (the "Property") located in Asheville, North Carolina. The Property's financial statement is prepared on the accrual basis of accounting in conformity with generally accepted accounting principles. Subsequent to December 31, 1996, the Property was acquired by Regency Realty Corporation (RRC) in a transaction accounted for as a purchase. All operations of the Property will be included in the consolidated financial statements of RRC beginning at the acquisition date. The accompanying financial statement is not representative of the actual operations for the period presented as certain expenses, which may not be comparable to the expenses expected to be incurred by RRC in the proposed future operation of the Property, have been excluded. RRC is not aware of any material factors relating to the Property that would cause the reported financial information not to be necessarily indicative of future operating results. Costs not directly related to the operation of the Property have been excluded, and consist of interest, depreciation, professional fees, and various other non operating expenses. 2. Operating Leases For the year ended December 31, 1996, the following tenants paid minimum rent that exceeded 10% of the total minimum rent earned by the Property: Western Auto $ 90,360 Bi-Lo, Inc. 209,590 --------- $ 299,950 ========= In addition, approximately $202,000 is included in minimum rent, which records the effect of scheduled rent increases for one tenant, recognized on a straight line basis over the total lease term. OAKLEY PLAZA Notes to Statement of Revenues and Certain Expenses For the year ended December 31, 1996 2. Operating Leases, continued The Property is leased to tenants under operating leases with expiration dates extending to the year 2008. Future minimum rent under noncancelable operating leases as of December 31, 1996, excluding tenant reimbursements of operating expenses and excluding additional contingent rentals based on tenants' sales volume, are as follows: Year ending December 31, Amount 1997 $ 837,980 1998 919,699 1999 857,120 2000 779,151 2001 786,015 Independent Auditors' Report The Board of Directors Regency Realty Corporation: We have audited the accompanying statement of revenues and certain expenses (defined as being gross income less operating costs and expenses, exclusive of expenses not directly related to the operation of the property) of Mariners Village Shopping Center for the year ended December 31, 1996. This financial statement is the responsibility of management. Our responsibility is to express an opinion on this statement of revenues and certain expenses based on our audit. We conducted our audit in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the statement of revenues and certain expenses is free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the statement of revenues and certain expenses. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the statement of revenues and certain expenses. We believe that our audit provides a reasonable basis for our opinion. The accompanying statement of revenues and certain expenses of Mariners Village Shopping Center was prepared for the purposes of complying with the rules and regulations of the Securities and Exchange Commission for inclusion in the Form 8-K of Regency Realty Corporation and excludes material amounts, described in note 1 to the statement of revenues and certain expenses, that would not be comparable to those resulting from the proposed future operations of the property. In our opinion, the statement of revenues and certain expenses referred to above presents fairly, in all material respects, the revenues and certain expenses (as defined above) of Mariners Village Shopping Center for the year ended December 31, 1996, in conformity with generally accepted accounting principles. KPMG Peat Marwick LLP Certified Public Accountants Jacksonville, Florida June 9, 1997 MARINERS VILLAGE SHOPPING CENTER Statement of Revenues and Certain Expenses For the year ended December 31, 1996 Real estate operation revenues: Minimum rent $ 805,443 Percentage rent 27,456 Recoveries from tenants 162,403 --------- Total revenues 995,302 --------- Real estate operation expenses: Operating and maintenance 194,531 Management fees 29,327 Real estate taxes 144,503 --------- Total expenses 368,361 --------- Revenues in excess of certain expenses $ 626,941 ========= See accompanying notes to statement of revenues and certain expenses. MARINERS VILLAGE SHOPPING CENTER Notes to Statement of Revenues and Certain Expenses For the year ended December 31, 1996 1. Basis of Presentation The statement of revenues and certain expenses relates to the operation of a 117,665 square foot shopping center (the "Property") located in Orlando, Florida. The Property's financial statement is prepared on the accrual basis of accounting in conformity with generally accepted accounting principles. Subsequent to December 31, 1996, the Property was acquired by Regency Realty Corporation (RRC) in a transaction accounted for as a purchase. All operations of the Property will be included in the consolidated financial statements of RRC beginning at the acquisition date. The accompanying financial statement is not representative of the actual operations for the period presented as certain expenses, which may not be comparable to the expenses expected to be incurred by RRC in the proposed future operation of the Property, have been excluded. RRC is not aware of any material factors relating to the Property that would cause the reported financial information not to be necessarily indicative of future operating results. Costs not directly related to the operation of the Property have been excluded, and consist of interest, depreciation, professional fees, and various other non operating expenses. 2. Operating Leases For the year ended December 31, 1996, the following tenants paid minimum rent that exceeded 10% of the total minimum rent earned by the Property: Walgreens $ 104,000 Winn Dixie 294,851 ---------- $ 398,851 MARINERS VILLAGE SHOPPING CENTER Notes to Statement of Revenues and Certain Expenses For the year ended December 31, 1996 2. Operating Leases, continued The Property is leased to tenants under operating leases with expiration dates extending to the year 2026. Future minimum rent under noncancelable operating leases as of December 31, 1996, excluding tenant reimbursements of operating expenses and excluding additional contingent rentals based on tenants' sales volume, are as follows: Year ending December 31, Amount 1997 $ 932,636 1998 894,564 1999 835,215 2000 725,434 2001 584,742 Independent Auditors' Report The Board of Directors Regency Realty Corporation: We have audited the accompanying statement of revenues and certain expenses (defined as being gross income less operating costs and expenses, exclusive of expenses not directly related to the operation of the property) of Carmel Commons Shopping Center for the year ended December 31, 1996. This financial statement is the responsibility of management. Our responsibility is to express an opinion on this statement of revenues and certain expenses based on our audit. We conducted our audit in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the statement of revenues and certain expenses is free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the statement of revenues and certain expenses. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the statement of revenues and certain expenses. We believe that our audit provides a reasonable basis for our opinion. The accompanying statement of revenues and certain expenses of Carmel Commons Shopping Center was prepared for the purposes of complying with the rules and regulations of the Securities and Exchange Commission for inclusion in the Form 8-K of Regency Realty Corporation and excludes material amounts, described in note 1 to the statement of revenues and certain expenses, that would not be comparable to those resulting from the proposed future operations of the property. In our opinion, the statement of revenues and certain expenses referred to above presents fairly, in all material respects, the revenues and certain expenses (as defined above) of Carmel Commons Shopping Center for the year ended December 31, 1996, in conformity with generally accepted accounting principles. KPMG Peat Marwick LLP Certified Public Accountants Jacksonville, Florida June 13, 1997 CARMEL COMMONS SHOPPING CENTER Statement of Revenues and Certain Expenses For the year ended December 31, 1996 Real estate operation revenues: Minimum rent $ 1,245,907 Percentage rent 44,854 Recoveries from tenants 262,997 ----------- Total revenues 1,553,758 ----------- Real estate operation expenses: Operating and maintenance 159,862 Management fees 79,155 Real estate taxes 145,645 General and administrative 15,273 ----------- Total expenses 399,935 ----------- Revenues in excess of certain expenses $ 1,153,823 =========== See accompanying notes to statement of revenues and certain expenses. CARMEL COMMONS SHOPPING CENTER Notes to Statement of Revenues and Certain Expenses For the year ended December 31, 1996 1. Basis of Presentation The statement of revenues and certain expenses relates to the operation of a 132,647 square foot shopping center (the "Property") located in Charlotte, North Carolina. The Property's financial statement is prepared on the accrual basis of accounting in conformity with generally accepted accounting principles. Subsequent to December 31, 1996, the Property was acquired by Regency Realty Corporation (RRC) in a transaction accounted for as a purchase. All operations of the Property will be included in the consolidated financial statements of RRC beginning at the acquisition date. The accompanying financial statement is not representative of the actual operations for the period presented as certain expenses, which may not be comparable to the expenses expected to be incurred by RRC in the proposed future operation of the Property, have been excluded. RRC is not aware of any material factors relating to the Property that would cause the reported financial information not to be necessarily indicative of future operating results. Costs not directly related to the operation of the Property have been excluded, and consist of interest, depreciation, professional fees, and various other non operating expenses. 2. Operating Leases For the year ended December 31, 1996, no tenants paid minimum rent that exceeded 10% of the total minimum rent earned by the Property. CARMEL COMMONS SHOPPING CENTER Notes to Statement of Revenues and Certain Expenses For the year ended December 31, 1996 2. Operating Leases, continued The Property is leased to tenants under operating leases with expiration dates extending to the year 2010. Future minimum rent under noncancelable operating leases as of December 31, 1996, excluding tenant reimbursements of operating expenses and excluding additional contingent rentals based on tenants' sales volume, are as follows: Year ending December 31, Amount 1997 $ 1,267,048 1998 1,204,763 1999 1,026,774 2000 686,093 2001 544,921 Independent Auditors' Report The Board of Directors Regency Realty Corporation: We have audited the accompanying statement of revenues and certain expenses (defined as being gross income less operating costs and expenses, exclusive of expenses not directly related to the operation of the property) of Mainstreet Square Shopping Center for the year ended December 31, 1996. This financial statement is the responsibility of management. Our responsibility is to express an opinion on this statement of revenues and certain expenses based on our audit. We conducted our audit in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the statement of revenues and certain expenses is free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the statement of revenues and certain expenses. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the statement of revenues and certain expenses. We believe that our audit provides a reasonable basis for our opinion. The accompanying statement of revenues and certain expenses of Mainstreet Square Shopping Center was prepared for the purposes of complying with the rules and regulations of the Securities and Exchange Commission for inclusion in the Form 8-K of Regency Realty Corporation and excludes material amounts, described in note 1 to the statement of revenues and certain expenses, that would not be comparable to those resulting from the proposed future operations of the property. In our opinion, the statement of revenues and certain expenses referred to above presents fairly, in all material respects, the revenues and certain expenses (as defined above) of Mainstreet Square Shopping Center for the year ended December 31, 1996, in conformity with generally accepted accounting principles. KPMG Peat Marwick LLP Certified Public Accountants Jacksonville, Florida June 11, 1997 MAINSTREET SQUARE SHOPPING CENTER Statement of Revenues and Certain Expenses For the year ended December 31, 1996 Real estate operation revenues: Minimum rent $ 671,802 Recoveries from tenants 116,756 --------- Total revenues 788,558 --------- Real estate operation expenses: Operating and maintenance 144,763 Management fees 28,035 Real estate taxes 102,601 General and administrative 24,853 --------- Total expenses 300,252 --------- Revenues in excess of certain expenses $ 488,306 ========= See accompanying notes to statement of revenues and certain expenses. MAINSTREET SQUARE SHOPPING CENTER Notes to Statement of Revenues and Certain Expenses For the year ended December 31, 1996 1. Basis of Presentation The statement of revenues and certain expenses relates to the operation of a 107,159 square foot shopping center (the "Property") located in Orlando, Florida. The Property's financial statement is prepared on the accrual basis of accounting in conformity with generally accepted accounting principles. Subsequent to December 31, 1996, the Property was acquired by Regency Realty Corporation (RRC) in a transaction accounted for as a purchase. All operations of the Property will be included in the consolidated financial statements of RRC beginning at the acquisition date. The accompanying financial statement is not representative of the actual operations for the period presented as certain expenses, which may not be comparable to the expenses expected to be incurred by RRC in the proposed future operation of the Property, have been excluded. RRC is not aware of any material factors relating to the Property that would cause the reported financial information not to be necessarily indicative of future operating results. Costs not directly related to the operation of the Property have been excluded, and consist of interest, depreciation, professional fees, and various other non operating expenses. 2. Operating Leases For the year ended December 31, 1996, the following tenants paid minimum rent that exceeded 10% of the total minimum rent earned by the Property: Walgreens $ 131,625 Winn Dixie 330,400 --------- $ 462,025 MAINSTREET SQUARE SHOPPING CENTER Notes to Statement of Revenues and Certain Expenses For the year ended December 31, 1996 2. Operating Leases, continued The Property is leased to tenants under operating leases with expiration dates extending to the year 2008. Future minimum rent under noncancelable operating leases as of December 31, 1996, excluding tenant reimbursements of operating expenses and excluding additional contingent rentals based on tenants' sales volume, are as follows: Year ending December 31, Amount 1997 $ 705,353 1998 658,599 1999 643,678 2000 614,592 2001 563,215 Independent Auditors' Report The Board of Directors Regency Realty Corporation: We have audited the accompanying statement of revenues and certain expenses (defined as being gross income less operating costs and expenses, exclusive of expenses not directly related to the operation of the property) of Eastport Plaza Shopping Center for the year ended December 31, 1996. This financial statement is the responsibility of management. Our responsibility is to express an opinion on this statement of revenues and certain expenses based on our audit. We conducted our audit in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the statement of revenues and certain expenses is free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the statement of revenues and certain expenses. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the statement of revenues and certain expenses. We believe that our audit provides a reasonable basis for our opinion. The accompanying statement of revenues and certain expenses of Eastport Plaza Shopping Center was prepared for the purposes of complying with the rules and regulations of the Securities and Exchange Commission for inclusion in the Form 8-K of Regency Realty Corporation and excludes material amounts, described in note 1 to the statement of revenues and certain expenses, that would not be comparable to those resulting from the proposed future operations of the property. In our opinion, the statement of revenues and certain expenses referred to above presents fairly, in all material respects, the revenues and certain expenses (as defined above) of Eastport Plaza Shopping Center for the year ended December 31, 1996, in conformity with generally accepted accounting principles. KPMG Peat Marwick LLP Certified Public Accountants Jacksonville, Florida June 11, 1997 EASTPORT PLAZA SHOPPING CENTER Statement of Revenues and Certain Expenses For the year ended December 31, 1996 Real estate operation revenues: Minimum rent $ 1,724,405 Recoveries from tenants 339,065 ----------- Total revenues 2,063,470 ----------- Real estate operation expenses: Operating and maintenance 304,017 Management fees 66,335 Real estate taxes 204,514 General and administrative 39,080 ---------- Total expenses 613,946 ---------- Revenues in excess of certain expenses $ 1,449,524 =========== See accompanying notes to statement of revenues and certain expenses. EASTPORT PLAZA SHOPPING CENTER Notes to Statement of Revenues and Certain Expenses For the year ended December 31, 1996 1. Basis of Presentation The statement of revenues and certain expenses relates to the operation of a 232,270 square foot shopping center (the "Property") located in Port St. Lucie, Florida. The Property's financial statement is prepared on the accrual basis of accounting in conformity with generally accepted accounting principles. Subsequent to December 31, 1996, the Property was acquired by Regency Realty Corporation (RRC) in a transaction accounted for as a purchase. All operations of the Property will be included in the consolidated financial statements of RRC beginning at the acquisition date. The accompanying financial statement is not representative of the actual operations for the period presented as certain expenses, which may not be comparable to the expenses expected to be incurred by RRC in the proposed future operation of the Property, have been excluded. RRC is not aware of any material factors relating to the Property that would cause the reported financial information not to be necessarily indicative of future operating results. Costs not directly related to the operation of the Property have been excluded, and consist of interest, depreciation, professional fees, and various other non operating expenses. 2. Operating Leases For the year ended December 31, 1996, the following tenants paid minimum rent that exceeded 10% of the total minimum rent earned by the Property: Publix $ 237,933 Sears Roebuck & Company 249,568 K-mart 453,678 --------- $ 941,179 EASTPORT PLAZA SHOPPING CENTER Notes to Statement of Revenues and Certain Expenses For the year ended December 31, 1996 2. Operating Leases, continued The Property is leased to tenants under operating leases with expiration dates extending to the year 2016. Future minimum rent under noncancelable operating leases as of December 31, 1996, excluding tenant reimbursements of operating expenses and excluding additional contingent rentals based on tenants' sales volume, are as follows: Year ending December 31, Amount 1997 $ 1,751,729 1998 1,608,444 1999 1,528,828 2000 1,427,910 2001 1,190,250 Independent Auditors' Report The Board of Directors Regency Realty Corporation: We have audited the accompanying statement of revenues and certain expenses (defined as being gross income less operating costs and expenses, exclusive of expenses not directly related to the operation of the property) of Hyde Park Plaza for the year ended December 31, 1996. This financial statement is the responsibility of management. Our responsibility is to express an opinion on this statement of revenues and certain expenses based on our audit. We conducted our audit in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the statement of revenues and certain expenses is free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the statement of revenues and certain expenses. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the statement of revenues and certain expenses. We believe that our audit provides a reasonable basis for our opinion. The accompanying statement of revenues and certain expenses of Hyde Park Plaza was prepared for the purposes of complying with the rules and regulations of the Securities and Exchange Commission for inclusion in the Form 8-K of Regency Realty Corporation and excludes material amounts, described in note 1 to the statement of revenues and certain expenses, that would not be comparable to those resulting from the proposed future operations of the property. In our opinion, the statement of revenues and certain expenses referred to above presents fairly, in all material respects, the revenues and certain expenses (as defined above) of Hyde Park Plaza for the year ended December 31, 1996, in conformity with generally accepted accounting principles. KPMG Peat Marwick LLP Certified Public Accountants Jacksonville, Florida June 20, 1997 HYDE PARK PLAZA Statement of Revenues and Certain Expenses For the year ended December 31, 1996 Real estate operation revenues: Minimum rent $ 3,956,819 Percentage rent 274,026 Recoveries from tenants 787,452 ------------- Total revenues 5,018,297 ------------- Real estate operation expenses: Operating and maintenance 333,904 Management fees 168,256 Real estate taxes 615,138 General and administrative 27,766 ------------- Total expenses 1,145,064 ------------- Revenues in excess of certain expenses $ 3,873,233 ============= See accompanying notes to statement of revenues and certain expenses. HYDE PARK PLAZA Notes to Statement of Revenues and Certain Expenses For the year ended December 31, 1996 1. Basis of Presentation The statement of revenues and certain expenses relates to the operation of a 374,537 square foot shopping center (the "Property") located in Cincinnati, Ohio. The Property's financial statement is prepared on the accrual basis of accounting in conformity with generally accepted accounting principles. Subsequent to December 31, 1996, the Property was acquired by Regency Realty Corporation (RRC) in a transaction accounted for as a purchase. All operations of the Property will be included in the consolidated financial statements of RRC beginning at the acquisition date. The accompanying financial statement is not representative of the actual operations for the period presented as certain expenses, which may not be comparable to the expenses expected to be incurred by RRC in the proposed future operation of the Property, have been excluded. RRC is not aware of any material factors relating to the Property that would cause the reported financial information not to be necessarily indicative of future operating results. Costs not directly related to the operation of the Property have been excluded, and consist of interest, depreciation, professional fees, and various other non operating expenses. 2. Operating Leases For the year ended December 31, 1996, Thriftway Inc. paid minimum rent of $835,044, which exceeded 10% of the total minimum rent earned by the Property. The Property is leased to tenants under operating leases with expiration dates extending to the year 2012. Future minimum rent under noncancelable operating leases as of December 31, 1996, excluding tenant reimbursements of operating expenses and excluding additional contingent rentals based on tenants' sales volume, are as follows: Year ending December 31, Amount 1997 $ 3,883,815 1998 3,893,620 1999 3,534,348 2000 2,963,250 2001 2,364,720 Regency Realty Corporation Pro Forma Consolidated Balance Sheet June 30, 1997 (Unaudited) The pro forma consolidated balance sheet is incorporated by reference to the Company's Form 10-Q for the quarter ended June 30, 1997 filed on August 11, 1997. The acquisitions of Hyde Park Plaza, Oakley Plaza, Mariner's Village, Carmel Commons, Mainstreet Square, and East Port Plaza (the Acquisition Properties) had been completed as of that date, and are therefore included in the Company's June 30, 1997 consolidated balance sheet. The Company's balance sheet should be read in conjunction with the Company's annual report filed on Form 10-K for the year ended December 31, 1996, and the pro forma consolidated statements of operations of the Company and notes thereto included elsewhere herein. The following unaudited pro forma consolidated statements of operations are based upon the historical consolidated statements of operations for the six month period ended June 30, 1997 and the year ended December 31, 1996 and are presented as if the Company had acquired the Acquisition Properties as of January 1, 1997 and 1996, respectively. The Regency Retail L.P. (RRLP) pro forma statements for the year ended December 31, 1996 were filed on Form 8-K/A-2 dated March 7, 1997 to reflect the acquisition of Branch Properties, L.P. and Predecessor. These pro forma consolidated statements of operations should be read in conjunction with the Company's 1996 Form 10-K, the pro forma consolidated balance sheet of the Company, and the Statement of Revenues and Certain Expenses of the Acquisition Properties and notes thereto included elsewhere herein. The unaudited pro forma consolidated statements of operations are not necessarily indicative of what the actual results of the Company would have been assuming the transactions had been completed as set forth above, nor does it purport to represent the Company's results of operations in future periods. For the Six Month Period Ended June 30, 1997
Regency Regency Realty Realty Corporation Regency Acquisition Pro Forma Corporation Historical Retail L.P. Properties Ajustments Pro Forma Real estate operating revenues: (a) (b) Minimum rent $30,561 $3,596 3,063 0 37,220 Percentage rent 1,108 167 135 0 1,410 Recoveries from tenants 6,986 751 593 0 8,329 Other recoveries and income 0 0 0 0 0 Equity income of unconsolidated partnerships 17 0 0 0 17 ------------- --------------- ------------- ----------- ------------- 38,672 4,514 3,791 0 46,976 ------------- --------------- ------------- ----------- ------------- Real estate operating expenses: Operating and maintenance 5,989 595 547 0 7,131 Real estate taxes 3,599 404 440 0 4,443 ------------- --------------- ------------- ----------- ------------- 9,588 999 987 0 11,574 ------------- --------------- ------------- ----------- ------------- Net Property Revenues 29,084 3,514 2,804 0 35,403 Third party revenues: Leasing, brokerage and development fees 2,731 735 0 0 3,466 Property management fees 957 325 0 0 1,281 ------------- --------------- ------------- ----------- ------------- 3,688 1,059 0 0 4,747 ------------- --------------- ------------- ----------- ------------- Other expense (income): General and administrative 5,216 683 0 0 5,899 Depreciation & amortization 7,075 972 0 1,057 (c) 9,104 Branch formation expenses 0 0 0 0 0 Interest expense 10,221 1,517 0 3,518 (d) 15,257 Interest income (453) (33) 0 0 (485) ------------- --------------- ------------- ----------- ------------- 22,059 3,139 0 4,575 29,774 ------------- --------------- ------------- ----------- ------------- Net income 10,712 1,435 2,804 (4,575) 10,376 Minority interest in consolidated property partnerships (1,949) (313) 0 1,323 (e) (939) ============= =============== ============= =========== ============= Net income for common stockholders $8,764 $1,122 $2,804 ($3,252) $9,437 ============= =============== ============= =========== ============= Earnings per share (note (f)): Primary $0.60 ============= Fully diluted $0.56 =============
Regency Realty Corporation Pro Forma Consolidated Statements of Operations For the Six Month Period ended June 30, 1997 and the Year ended December 31, 1996 (Unaudited) In thousands, except share and per share data) For the Year Ended December 31, 1996
Regency Regency Realty Realty Corporation Regency Acquisition Pro Forma Corporation Historical Retail L.P. Properties Adjustments Pro Forma Real estate operating revenues: (a) (b) - ------------------------------- Minimum rent $34,706 $16,449 9,115 0 60,270 Percentage rent 998 150 346 0 1,494 Recoveries from tenants 7,729 3,254 1,740 0 12,723 Other recoveries and income 0 321 0 0 321 Equity income of unconsolidated partnerships 70 0 0 0 70 --------------- ------------ ---------- ------------ ----------- 43,503 20,174 11,201 0 74,878 --------------- ------------ ---------- ------------ ----------- Real estate operating expenses: Operating and maintenance 7,656 7,608 1,721 0 16,985 Real estate taxes 4,409 1,596 1,279 0 7,284 --------------- ------------ ---------- ------------ ----------- 12,065 9,204 3,000 0 24,269 --------------- ------------ ---------- ------------ ----------- Net Property Revenues 31,438 10,970 8,201 0 50,609 Third party revenues: Leasing, brokerage and development fees 2,852 3,576 0 0 6,428 Property management fees 592 879 0 0 1,471 --------------- ------------ ---------- ------------ ----------- 3,444 4,455 0 0 7,899 --------------- ------------ ---------- ------------ ----------- Other expense (income): General and administrative 6,048 2,547 0 0 8,595 Depreciation & amortization 8,758 5,141 0 2,114 (c) 16,013 Branch formation expenses 0 108 0 0 108 Interest expense 10,777 5,222 0 7,037 (d) 23,036 Interest income (666) 0 0 0 (666) --------------- ------------ ---------- ------------ ----------- 24,917 13,018 0 9,151 47,086 --------------- ------------ ---------- ------------ ----------- Net income 9,965 2,407 8,201 (9,151) 11,422 Minority interest in consolidated property partnerships 0 (1,780) 0 1,084 (e) (696) Preferred stock dividends (58) 0 0 0 (58) =============== ============ ========== ============ =========== Net income for common stockholders $9,907 $627 $8,201 ($8,067) $10,668 =============== ============ ========== ============ =========== Earnings per share (note (f)): Primary $0.74 ============ Fully diluted $0.72 ============
Regency Realty Corporation Notes to Pro Forma Consolidated Statements of Operations For the Six Month Period ended June 30, 1997 and the Year ended December 31, 1996 (Unaudited) (In thousands, except share and per share data) (a) Reflects results of operations for Regency Retail L.P. for the period from January 1, 1997 to March 7, 1997 (acquisition date), and pro forma results of operations as reflected in Form 8-K/A-2 dated March 7, 1997. (b) Reflects revenues and certain expenses of the Acquisition Properties for the period from January 1, 1997 to the respective acquisition date of the property and for the year ended December 31, 1996. For the period from January 1, 1997 to the Acquisition Date
Property Acquisition Minimum Percentage Recoveries Operating & Real Name Date Rent Rent from Tenants Maintenance Estate Taxes ---- -------------- ---------------- ---------------- ---------------- ---------------- ---------------- Hyde Park Plaza 06/06/97 $ 1,702 118 339 228 265 Oakley Plaza 03/14/97 142 0 14 21 13 Mariner's Village 03/25/97 185 6 37 52 33 Carmel Commons 03/28/97 297 11 63 61 35 Mainstreet Square 04/15/97 193 0 34 57 30 East Port Plaza 04/25/97 543 0 107 129 65 ================ ================ ================ ================ ================ $ 3,063 135 593 547 440 ================ ================ ================ ================ ================
For the year ended December 31, 1996
Property Minimum Percentage Recoveries Operating & Real Name Rent Rent from Tenants Maintenance Estate Taxes ---------------- ---------------- ---------------- ---------------- ---------------- Hyde Park Plaza $ 3,957 274 787 530 615 Oakley Plaza 711 0 72 106 65 Mariner's Village 805 27 162 224 145 Carmel Commons 1,246 45 263 254 146 Mainstreet Square 672 0 117 198 103 East Port Plaza 1,724 0 339 409 205 ================ ================ ================ ================ ================ $ 9,115 346 1,740 1,721 1,279 ================ ================ ================ ================ ================
(c) Depreciation expense is based upon the costs allocated to the buildings acquired with a useful life equal to forty years. For the year ended December 31, 1996
Property Building and Year Building Annual Name Improvements Built/Renovated Useful Life Depreciation ---------------- ---------------- ---------------- ---------------- Hyde Park Plaza 33,734 1995 38 $ 888 Oakley Plaza 6,428 1988 31 207 Mariner's Village 5,979 1986 29 206 Carmel Commons 9,335 1979 22 424 Mainstreet Square 4,581 1988 31 148 East Port Plaza 8,179 1991 34 241 ========== Pro forma depreciation expense for the year ended December 31, 1996 2,114 ========== Pro forma depreciation expense for the six month period ended June 30, 1997 $ 1,057 ==========
Regency Realty Corporation Notes to Pro Forma Consolidated Statements of Operations For the Six Month Period ended June 30, 1997 and the Year ended December 31, 1996 (Unaudited) (In thousands, except share and per share data) (d) To reflect interest expense on the acquisition and development line of credit for draws for property acquisitions in the amount of $66,596 at an average interest rate of 7.4% and the assumption of a $24,750 mortgage loan at 8.52% on Hyde Park Plaza. Pro forma interest expense for the year ended December 31, 1996 $ 7,037 ================ Pro forma interest expense for the six month period ended June 30, 1997 $ 3,518 ================ (e) On June 13, 1997, 3,027,080 redeemable partnership units of RRLP converted to common stock, increasing the Company's direct ownership interest in RRLP to 88%. The adjustment reflects the operations of RRLP on a pro forma basis as if the Company had owned 88% of RRLP during 1996 and 1997. (f) Earnings per share
December 31, June 30, 1996 1997 ---------------- ---------------- Primary Common Shares and Per Share Calculation: Total Primary Shares 15,380 17,161 Income from continuing operations for common stockholders 10,668 9,437 Minority Interest in RRLP 696 939 ---------------- ---------------- Income for Primary Shareholders 11,364 10,376 ---------------- ---------------- Primary earnings per share 0.74 0.60 ================ ================ Fully Diluted Common Shares and Per Share Calculation: Contingent Units or common stock that could be issued to previous Branch owners in 1998, 1999, and 2000 if earned per the terms of the Contribution Agreement. 1,020 1,020 ---------------- ---------------- Total Fully Diluted Shares 16,400 18,181 ---------------- ---------------- Required increase in income from real estate operations necessary to earn contingent shares, less applicable depreciation on increased purchase price. 439 (262) Income from continuing operations before extraordinary item for common stockholders for computation of fully diluted earnings per share 11,803 10,114 ---------------- ---------------- Fully diluted earnings per share 0.72 0.56 ================ ================
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 hereunto duly authorized. REGENCY REALTY CORPORATION (registrant) Date: August 13, 1997 By:/s/ J.Christian Leavitt -------------------------- J. Christian Leavitt Treasurer and Secretary EX-23 2 CONSENTS OF EXPERTS AND COUNSEL Accountants' Consent The Board of Directors Regency Realty Corporation: We consent to incorporation by reference in the registration statements, (No. 33-86886, No. 333-930, No. 333-2546, and No. 333-31077) on Form S-3 and (No. 333-24971) on Form S-8, of Regency Realty Corporation of our reports, with respect to the Statements of Revenues and Certain Expenses for the year ended December 31, 1996, of the following entities: Name of audited entity Date of audit report Mariners Village Shopping Center June 9, 1997 Mainstreet Square Shopping Center June 11, 1997 Eastport Plaza Shopping Center June 11, 1997 Oakley Plaza June 13, 1997 Carmel Commons Shopping Center June 13, 1997 Hyde Park Plaza June 20, 1997 The above reports appear in the Form 8-K/A of Regency Realty Corporation dated August 13, 1997. KPMG PEAT MARWICK LLP Jacksonville, Florida August 13, 1997 -----END PRIVACY-ENHANCED MESSAGE-----