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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10 - K
(X) ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2000
( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from
------------ to ------------
Commission File Number 1-12298
REGENCY CENTERS CORPORATION
(Exact name of registrant as specified in its charter)
FLORIDA 59-3191743
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) identification No.)
121 West Forsyth Street, Suite 200 (904) 356-7000
Jacksonville, Florida 32202 (Registrant's telephone No.)
(Address of principal executive offices) (zip code)
Securities registered pursuant to Section 12(b) of the Act:
Common Stock, $.01 par value
(Title of Class)
New York Stock Exchange
(Name of exchange on which registered)
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months and (2) has been subject to such filing
requirements for the past 90 days. YES (X) NO ( )
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of Registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to
this Form 10-K. (X)
The aggregate market value of the voting and non-voting common stock held by
non-affiliates of the Registrant was approximately $523,808,000 based on the
closing price on the New York Stock Exchange for such stock on March 13, 2001.
The approximate number of shares of Registrant's voting common stock outstanding
was 57,425,690 as of March 13, 2001.
Documents Incorporated by Reference
Portions of the Registrant's Proxy Statement in connection with its 2001 Annual
Meeting of Shareholders are incorporated by reference in Part III.
TABLE OF CONTENTS
Form 10-K
Item
No.
Report Page
PART I
1. Business...............................................................1
2. Properties.............................................................5
3. Legal Proceedings.....................................................19
4. Submission of Matters to a Vote of Security Holders...................19
PART II
5. Market for the Registrant's Common Equity and Related Shareholder
Matters...............................................................19
6. Selected Consolidated Financial Data..................................21
7. Management's Discussion and Analysis of Financial Condition and Results
of Operations.........................................................22
7a. Quantitative and Qualitative Disclosures about Market Risk............27
8. Consolidated Financial Statements and Supplementary Data..............28
9. Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure..................................................28
PART III
10. Directors and Executive Officers of the Registrant....................29
11. Executive Compensation................................................29
12. Security Ownership of Certain Beneficial Owners and Management........29
13. Certain Relationships and Related Transactions........................29
PART IV
14. Exhibits, Financial Statements, Schedules and Reports on Form 8-K.....30
Forward Looking Statements
This report on Form 10-K contains certain forward-looking statements
under the federal securities law. These statements are based on current
expectations, estimates, and projections about the industry and markets in which
Regency Centers Corporation operates, management's beliefs, and assumptions.
Forward-looking statements are not guarantees of future performance and involve
certain credit risks and uncertainties, which are difficult to predict. Actual
operating results may be affected by changes in national and local economic
conditions, competitive market conditions, weather, obtaining governmental
approvals and meeting development schedules, and therefore, may differ
materially from what is expressed or forecasted in this report.
PART I
Item 1. Business
The real estate business of Regency Centers Corporation ("Regency") was
established in 1963 as a Jacksonville, Florida-based operator and developer of
shopping centers. By the early 1990s, Regency had developed a successful track
record of developing, owning and operating neighborhood and community shopping
centers, which offered substantial cycle-resistant opportunities for growth. In
1993, Regency was formed as a Florida corporation, completed its initial public
offering (NYSE: REG) and became a qualified self-administered, self-managed real
estate investment trust (REIT).
Through a series of major strategic acquisitions in 1997, 1998 and 1999,
Regency expanded its development and operational capabilities to have a
nationwide scope. From 1993 to 2000, Regency's assets increased from $154
million to approximately $3 billion with 242 shopping centers in 22 states. The
most significant of these transactions was Regency's acquisition of Pacific
Retail Trust for approximately $1.157 billion in February 1999. At the date of
the acquisition, Pacific Retail Trust was operating or had under development 71
retail shopping centers representing 8.4 million SF of gross leaseable area
(GLA).
Regency previously operated under the name Regency Realty Corporation,
but changed its name to Regency Centers Corporation in February 2001 to more
appropriately acknowledge its brand and position in the shopping center
industry. Regency invests in retail shopping centers through its partnership
interest in Regency Centers, L.P., ("RCLP") an operating partnership in which
Regency currently owns approximately 98% of the outstanding common partnership
units ("Units"). The acquisition, development, operations and financing activity
of Regency including the issuance of Units or preferred units is executed by
RCLP.
At December 31, 2000, Regency's GLA totals 27.1 million square feet, and
is 95.3 percent leased. Geographically, 23.5% of Regency's GLA is located in
Florida, 17.7% in California, 15% in Texas, 9.2% in Georgia, 6.3% in Ohio, and
28.3% spread throughout 17 other states. Today, Regency Centers is a leading
owner, operator and developer of grocer-anchored, neighborhood shopping centers
with high-quality specialty retailers located in prosperous trade areas.
See also footnote 3, Segments, to the consolidated financial statements
included herein, for a related discussion of the Company's business.
Operating and Investment Philosophy
Our key operating and investment objective is to create long-term
shareholder value by:
o focusing on high quality grocer-anchored neighborhood shopping centers
in attractive markets;
o maximizing the value of the portfolio through our research-based
investment strategies, our Preferred Customer Initiative program,
and our customer-driven development program; and
o using conservative financial management and our substantial capital
base to cost effectively access capital to fund our growth.
Grocer-Anchored Strategy
We focus our investment strategy on grocer-anchored neighborhood
shopping centers that are located in infill locations or high growth corridors
and are anchored by a dominant grocer in the local market. Regardless of the
economic cycle, grocer sales have outpaced inflation in 10 of the last 15 years.
More resistant to down cycles by the nature of their business, market-leading
grocers generate continuous consumer traffic to our centers. Such significant
traffic driven by necessity and convenience attracts and benefits our centers
and side-shop tenants.
1
The average remaining lease term for Regency's grocer-anchored tenants
is 14.5 years. Since these grocers can leverage their leadership positions in
their respective markets to draw steady traffic, their commitment to signing
long-term leases provides Regency with stability and sustainability of cash
flow.
Our grocer-anchored centers are planned to serve neighborhoods and
communities, and their carefully selected locations enable local shoppers to
visit weekly, or even several times a week. As a result, a neighborhood center
is a convenient, cost-effective distribution platform for food retailers.
Moreover, a neighborhood center that is anchored by a leading grocer is highly
resistant to competition from Internet e-tailers and mass merchandise stores,
benefiting all of our tenants.
Grocer-anchored centers generate substantial daily traffic and offer
sustainable competitive advantages to their tenants. This high traffic generates
increased sales, thereby driving higher occupancy, higher rental rates, and
higher rental rate growth for Regency -- meaning that we can sustain our cash
flow growth and increase the value of our portfolio over the long term.
Ninety percent of Regency's grocer-anchored centers are anchored by one
of the top three grocers in their local markets. Our anchor tenants include
leading supermarket chains like Kroger, Publix, Safeway and Albertson's. With
average annual sales for a Regency grocer of $22.4 million, our grocers outpace
their respective chain averages by more than 20 percent and generate an average
of more than 14,000 shopper visits each week, or more than 725,000 shopper
visits annually.
Research Driven Market Selection
Grocer-anchored centers are best located in neighborhood trade areas
with attractive demographics. The typical Regency center 3-mile population is
approximately 75,000 strong with an average household income in excess of
$71,000 and a projected 5-year population growth of more than 8 percent. The
trade areas of Regency's centers are growing nearly twice as fast and household
incomes are more than 30 percent greater than the national averages, translating
into more retail buying power. Once specific markets are selected, Regency seeks
the best location within the best neighborhoods, preferably occupying the
dominant corner, close to residential communities, with excellent visibility for
our tenants and easy access for neighborhood shoppers.
Premier Customer Initiative
For the same reason we choose to anchor our centers with leading
grocers, we also seek a range of strong national, regional and local specialty
tenants. We have created a formal partnering process -- the Premier Customer
Initiative (PCI) -- to promote mutually beneficial relationships with our
non-grocer specialty retailers. The objective of PCI is for Regency to build a
base of specialty tenants who represent the "best-in-class" operators in their
respective merchandising categories. Such tenants reinforce the consumer appeal
and other strengths of a center's grocer-anchor, help to stabilize a center's
occupancy, reduce releasing downtime, lower tenant turnover and yield higher
sustainable rents. For these reasons, Regency is committed to giving these
premier tenants all the support they require to realize their expansion and
profit objectives. The PCI program does this by partnering with top neighborhood
operators while they are in the strategic stage of store-location planning.
Regency's industry expertise enables us to offer our prospective tenants
current, in-depth data on key markets nationwide, as well as access to multiple
prime locations in the best shopping centers, and in the top markets, with the
leading grocer-anchors. Moreover, our PCI tenants benefit from employing
standardized leases as they contract for space in multiple Regency locations.
2
Customer-driven Development
Development is customer-driven, meaning we have an executed lease from
the anchor in hand before we purchase the land. As a result of commitments from
our anchor tenants, and our well-established relationships with key specialty
retailers, a significant percentage of the retail space is dedicated before
construction begins. Developments serve the growth needs of our grocery and
specialty retail customers, result in modern shopping centers with 20-year
leases from the grocer-anchors and produce either attractive returns on invested
capital or profits from sale.
Our development program significantly contributed to our overall growth
during the year. In 2000 we completed 34 shopping center and build-to-suit
developments that represented an investment of $236 million. On average, these
newly completed developments are 96 percent leased. At December 31, 2000 we had
56 shopping center developments, re-developments, renovations and single-tenant
projects still in progress. When complete, these projects will represent a total
investment of $730 million, $418 million of which has already been funded.
Capital Strategy
We intend to maintain a conservative capital structure designed to fund
our growth programs without returning to the equity markets or compromising our
investment-grade ratings. This approach is founded on our self-funding business
model, which relies on capital sourced from free-and-clear cash flow;
developments for sale; dispositions of limited-growth, non-strategic assets; and
joint ventures. We have the financial flexibility to follow this approach, with
a debt-to-total asset ratio of approximately 41 percent, an interest coverage
ratio of 3.0 times, a fixed charge coverage ratio of 2.1 times, and nearly 80
percent of our real estate assets and net operating income being unencumbered by
mortgages.
During 2000, we sold 22 development properties that generated total
proceeds in excess of $140 million. In addition, in December 2000, we sold two
Regency core development properties to a joint venture between Regency and the
highly respected Oregon Public Employees Retirement Fund (OPERF). These
transactions collectively yielded more than $180 million in total proceeds,
which generated $20 million in profits.
The OPERF joint venture represents a major co-investment partnership
that is expected to produce substantial benefits for our Company. During the
third quarter of 2000, we executed a letter of intent with the Oregon State
Treasury, acting on behalf of OPERF, to form a co-investment partnership to
invest in a $300 million portfolio of neighborhood and community shopping
centers. The first phase of the joint venture was consummated with the formation
of Columbia Regency Retail Partners, which purchased the two properties
mentioned above. The final phase of the partnership is expected to close during
the 1st quarter of 2001, when it will purchase three additional stabilized
Regency developments, and OPERF will contribute three centers located in
attractive infill markets. The partnership also plans to acquire $150 million of
grocer-anchored shopping centers throughout the United States over the next 12
to 18 months. Regency will own 20 percent of the partnership and will be paid
asset management fees, property management fees and incentive fees.
Risk Factors Relating to Ownership of Regency Common Stock
We are subject to certain business risks arising in connection with
owning real estate which include, among others:
o the bankruptcy or insolvency of, or a downturn in the business of, any
of our major tenants could reduce cash flow,
o the possibility that such tenants will not renew their leases as they expire
or renew at lower rental rates could reduce cash flow,
o risks related to the internet and e-commerce reducing the demand for
shopping centers,
o vacated anchor space will affect the entire shopping center because of the
loss of the departed anchor tenant's customer drawing power,
o poor market conditions could create an over supply of space or a reduction
in demand for real estate in markets where Regency owns shopping centers,
o Regency's rapid growth could place strains on its resources,
o risks relating to leverage, including uncertainty that Regency will be
able to refinance its indebtedness, and the risk of higher interest rates,
o unsuccessful development activities could reduce cash flow,
o Regency's inability to satisfy its cash requirements for operations and the
possibility that Regency may be required to borrow funds to meet
distribution requirements in order to maintain its qualification as a REIT,
3
Risk Factors Relating to Ownership of Regency Common Stock (continued)
o potential liability for unknown or future environmental matters and costs of
compliance with the Americans with Disabilities Act,
o the risk of uninsured losses, and
o unfavorable economic conditions could also result in the inability of
tenants in certain retail sectors to meet their lease obligations and
otherwise could adversely affect Regency's ability to attract and retain
desirable tenants.
Compliance with Governmental Regulations
Under various federal, state and local laws, ordinances and regulations,
we may be liable for the cost to remove or remediate certain hazardous or toxic
substances at our shopping centers. These laws often impose liability without
regard to whether the owner knew of, or was responsible for, the presence of the
hazardous or toxic substances. The cost of required remediation and the owner's
liability for remediation could exceed the value of the property and/or the
aggregate assets of the owner. The presence of such substances, or the failure
to properly remediate such substances, may adversely affect the owner's ability
to sell or rent the property or borrow using the property as collateral. We have
a number of properties that will require or are currently undergoing varying
levels of environmental remediation. These remediations are not expected to have
a material financial effect on Regency due to financial statement reserves,
insurance programs designed to mitigate the cost of remediation and various
state-regulated programs that shift the responsibility and cost to the state.
Competition
We believe the ownership of shopping centers is highly fragmented.
Regency faces competition from other REITs in the development, acquisition,
ownership and leasing of shopping centers as well as from numerous local,
regional and national real estate developers and owners.
Changes in Policies
Our Board of Directors establishes the policies that govern our
investment and operating strategies including, among others, debt and equity
financing policies, quarterly distributions to shareholders, and REIT tax
status. The Board of Directors may amend these policies at any time without a
vote of Regency's shareholders.
Employees
Our headquarters are located at 121 West Forsyth St., Suite 200,
Jacksonville, Florida. Regency presently maintains 18 offices in 11 states where
it conducts management, leasing and development activities. At December 31,
2000, Regency had approximately 377 employees and believes that relations with
its employees are good.
4
Item 2. Properties
The Company's properties summarized by state including their gross
leasable areas (GLA) follows:
December 31, 2000 December 31, 1999
----------------- -----------------
Location # Properties GLA % Leased # Properties GLA % Leased
------------ ----- -------- ------------ -------- -----------
Florida 53 6,535,088 92.8% 48 5,909,534 91.7%
California 39 4,922,329 98.3% 36 3,858,628 98.2%
Texas 34 4,165,857 94.2% 29 3,849,549 94.2%
Georgia 26 2,553,041 95.4% 27 2,716,763 92.3%
Ohio 13 1,760,955 97.0% 14 1,923,100 98.1%
North Carolina 13 1,302,751 97.4% 12 1,241,639 97.9%
Washington 10 1,180,020 95.5% 9 1,066,962 98.1%
Colorado 10 897,788 97.9% 10 903,502 98.0%
Oregon 9 776,853 91.7% 7 616,070 94.2%
Alabama 5 516,062 97.9% 5 516,061 99.5%
Arizona 7 481,215 97.9% 2 326,984 99.7%
Tennessee 4 423,326 99.6% 3 271,697 98.9%
Virginia 4 397,624 95.1% 2 197,324 96.1%
Missouri 2 369,045 95.8% 1 82,498 95.8%
Kentucky 2 304,347 91.1% 1 205,061 91.8%
Michigan 3 274,987 94.1% 3 250,655 98.7%
Delaware 1 228,169 98.6% 1 232,754 96.3%
Mississippi 2 185,061 97.7% 2 185,061 96.6%
Illinois 1 178,601 86.4% 1 178,600 85.9%
South Carolina 2 162,056 97.0% 2 162,056 98.8%
New Jersey 1 88,867 - - - -
Wyoming 1 87,777 - 1 75,000 -
------------ ------------ ------------- ------------ ----------- -----------
Total 242 27,791,819 95.3% 216 24,769,498 95.0%
============ ============ ============= ============ =========== ===========
* Excludes properties under construction
The following table summarizes the largest tenants occupying the
Company's shopping centers based upon a percentage of total annualized base rent
exceeding .5% at December 31, 2000. The table includes 100% of the base rent
from leases of properties owned by joint ventures.
Summary of Principal Tenants > .5% of Annualized Base Rent
(including Properties Under Development)
% to Company of Annualized # of
Tenant SF Owned GLA Rent Base Rent Stores
-------- --------- ------------ ---------- ------------- -------
Kroger 3,271,507 11.8% 29,603,109 10.39% 56
Publix 1,956,594 7.0% 14,455,804 5.07% 43
Safeway 1,481,454 5.3% 13,357,008 4.69% 30
Blockbuster 374,421 1.3% 6,638,982 2.33% 66
Albertsons 702,097 2.5% 6,301,880 2.21% 14
Winn Dixie 760,329 2.7% 5,286,371 1.86% 16
Hallmark 244,621 0.9% 3,571,965 1.25% 58
Harris Teeter 276,475 1.0% 2,984,436 1.05% 6
Walgreens 223,431 0.8% 2,271,092 0.80% 16
Long's Drugs 230,792 0.8% 2,016,514 0.71% 10
Wal-Mart 486,168 1.7% 1,993,727 0.70% 6
Bed, Bath & Beyond 106,006 0.4% 1,862,578 0.65% 3
Stein Mart 281,445 1.0% 1,793,375 0.63% 8
Hollywood Video 96,436 0.3% 1,784,792 0.63% 15
K-Mart 334,687 1.2% 1,772,575 0.62% 4
Eckerd 194,070 0.7% 1,692,366 0.59% 20
H.E.B. Grocery 150,682 0.5% 1,674,162 0.59% 2
T.J. Maxx /
Marshalls 216,759 0.8% 1,591,032 0.56% 8
Target 240,086 0.9% 1,589,996 0.56% 2
Mail Boxes, Etc. 88,966 0.3% 1,545,017 0.54% 67
Rite Aid 156,700 0.6% 1,413,979 0.50% 10
A & P 108,399 0.4% 1,405,425 0.49% 2
5
Item 2. Properties (continued)
The Company's leases have lease terms generally ranging from three to five
years for tenant space under 5,000 square feet. Leases greater than 10,000
square feet generally have lease terms in excess of five years, mostly comprised
of anchor tenants. Many of the anchor leases contain provisions allowing the
tenant the option of extending the term of the lease at expiration. The
Company's leases provide for the monthly payment in advance of fixed minimum
rentals, additional rents calculated as a percentage of the tenant's sales, the
tenant's pro rata share of real estate taxes, insurance, and common area
maintenance expenses, and reimbursement for utility costs if not directly
metered.
The following table sets forth a schedule of lease expirations for the
next ten years, assuming that no tenants exercise renewal options:
Future
Percent of Minimum Percent of
Lease Total Rent Total
Expiration Expiring Company Expiring Minimum
Year GLA GLA Leases Rent (2)
---- --- --- ------ --------
(1) 537,561 2.3% 7,054,826 2.7%
2001 1,617,159 7.0% 22,958,674 8.7%
2002 1,909,683 8.3% 25,755,163 9.8%
2003 2,055,595 8.9% 27,885,305 10.6%
2004 2,052,999 8.9% 29,313,096 11.1%
2005 2,300,866 10.0% 30,355,277 11.5%
2006 1,242,394 5.4% 13,142,805 5.0%
2007 1,027,047 4.5% 10,658,339 4.0%
2008 1,076,523 4.7% 9,299,925 3.5%
2009 740,800 3.2% 7,522,151 2.9%
2010 1,108,370 4.8% 12,240,647 4.6%
------------------------------------------------
10 Yr. Total 15,668,997 67.9% $196,186,208 74.4%
------------------------------------------------
(1) leased currently under month to month rent or in process of renewal
(2) total minimum rent includes current minimum rent and future contractual rent
steps for all properties, but excludes additional rent such as percentage rent,
common area maintenance, real estate taxes and insurance reimbursements
See the property table below and also see Item 7, Management's
Discussion and Analysis for further information about the Company's properties.
6
Year Gross
Year Con- Leasable Percent Grocery
Property Name Acquired structed (1) Area (GLA) Leased (2) Anchor
- ------------------------------------------------------------------------------------------------------------------------------------
FLORIDA
Jacksonville / North Florida
Anastasia 1993 1988 102,342 88.6% Publix
Bolton Plaza 1994 1988 172,938 100.0% --
Carriage Gate 1994 1978 76,833 69.5% --
Courtyard 1993 1987 137,256 100.0% Albertson's (4)
Ensley Square 1997 1977 62,363 30.8% --
Fleming Island 1998 2000 125,779 95.7% Publix
Highlands Square (3) 1998 1999 262,499 80.3% Publix/Winn-Dixie
Julington Village (3) 1999 1999 81,820 87.5% Publix
Millhopper 1993 1974 84,065 100.0% Publix
Newberry Square 1994 1986 180,524 97.0% Publix
Ocala Corners (3) 2000 2000 86,766 70.5% Publix
Old St. Augustine Plaza 1996 1990 175,459 100.0% Publix
Palm Harbour 1996 1991 172,758 92.7% Publix
Pine Tree Plaza 1997 1999 60,787 97.4% Publix
Regency Court 1997 1992 218,665 94.6% --
South Monroe 1996 1998 68,840 100.0% Winn-Dixie
Tampa / Orlando
Beneva Village Shops 1998 1987 141,532 94.3% Publix
Bloomingdale Square 1998 1987 267,935 99.0% Publix
Kings Crossing Sun City 1999 75,020 92.0% Publix
Mainstreet Square 1997 1988 107,159 94.7% Winn-Dixie
Mariner's Village 1997 1986 117,665 90.3% Winn-Dixie
Market Place - St. Petersburg 1995 1983 90,296 83.7% Publix
Peachland Promenade 1995 1991 82,082 92.5% Publix
Regency Square 1993 1986 341,448 92.9% --
at Brandon
Seven Springs 1994 1986 162,580 86.0% Winn-Dixie
Regency Village (3) 2000 2000 184,824 24.0% Publix
Terrace Walk 1993 1990 50,926 80.5% --
Town Square (3) 1997 1999 44,679 16.8% --
University Collections 1996 1984 106,627 87.2% Kash N Karry (4)
Village Center-Tampa 1995 1993 174,781 91.1% Publix
Willa Springs (3) 2000 2000 93,810 100.0% Publix
West Palm Beach /
Treasure Coast
Boynton Lakes Plaza 1997 1993 130,925 97.8% Winn-Dixie
Chasewood Plaza 1993 1986 141,178 89.8% Publix
Chasewood Storage 1993 1986 42,810 100.0% --
East Port Plaza 1997 1991 235,842 95.2% Publix
Martin Downs Village Center 1993 1985 121,946 95.2% --
Martin Downs Village Shoppes (3) 1993 1998 49,773 98.6% --
Ocean Breeze 1993 1985 108,209 83.0% Publix
Ocean East (5) 1996 1997 113,328 94.0% Stuart Foods
Tequesta Shoppes 1996 1986 109,937 85.5% Publix
Town Center at Martin Downs 1996 1996 64,546 100.0% Publix
Wellington Market Place 1995 1990 171,558 99.3% Winn-Dixie
Wellington Town Square 1996 1982 105,150 98.3% Publix
Miami / Ft. Lauderdale
Aventura 1994 1974 102,876 93.9% Publix
Berkshire Commons 1994 1992 106,354 97.7% Publix
Garden Square 1997 1991 90,258 98.6% Publix
North Miami 1993 1988 42,500 75.3% Publix
Palm Trails Plaza 1997 1998 76,067 96.6% Winn-Dixie
Shoppes @ 104 1998 1990 108,190 98.0% Winn Dixie
Shoppes of Pebblebrooke 2000 76,766 79.7% Publix
Tamiami Trail 1997 1987 110,867 97.3% Publix
University Market Place 1993 1990 129,121 76.2% Albertson's (4)
Welleby 1996 1982 109,949 87.5% Publix
Ft. Myers / Cape Coral
Grande Oaks (3) 2000 2000 75,880 67.6% Publix
------------------ --------------
Subtotal/Weighted
Average(Florida) 6,535,088 89.1%
------------------ --------------
7
CALIFORNIA
Los Angeles / SCA
Amerige Heights (3) 2000 2000 272,377 0.5% --
Bristol and Warner 1999 1998 121,679 97.4% Food 4 Less
Campus Marketplace (3) 2000 145,580 39.5% Ralph's
Costa Verde 1999 1988 179,319 98.9% Albertson's
Crossroads Plaza 1999 1988 60,638 100.0% Gigante
El Camino 1999 1995 135,883 100.0% Von's Food & Drug
El Norte Parkway Plaza 1984 87,990 100.0% Von's Food & Drug
Friars Mission 1999 1989 145,608 100.0% Ralph's
Garden Village (3) 2000 2000 114,983 34.4% --
Heritage Plaza 1999 1981 231,883 99.1% Ralph's
Morningside Plaza 1999 1996 91,600 98.6% Albertson's
Newland Center 1999 1985 166,492 96.1% Lucky's
Oakbrook Plaza 1999 1982 83,278 100.0% Albertson's
Plaza de Hacienda 1999 1991 127,132 96.9% Food 4 Less
Plaza El Paseo (3),(5) 2000 2000 100,350 7.0% Kohls (4)
Plaza Hermosa 1999 1984 94,939 100.0% Von's Food & Drug
Rona Plaza 1999 1989 51,779 100.0% Food 4 Less
San Fernando Value Square 2000 122,442 100.0% --
Santa Ana Downtown Plaza 1987 100,305 81.7% Food 4 Less
Twin Peaks 1999 1988 198,139 99.0% Albertson's
Ventura Village 1999 1984 76,070 97.8% Von's Food & Drug
Westlake Village Plaza 1999 1975 190,656 100.0% Von's Food & Drug
Woodman - Van Nuys 1999 1992 107,570 97.7% Gigante
San Francisco / NCA
Blossom Valley 1999 1990 93,314 100.0% Safeway
Corral Hollow (3),(5) 2000 2000 168,048 41.2% Safeway
Country Club 1999 1994 111,251 100.0% Ralph's
Diablo Plaza 1999 1982 63,265 100.0% Safeway (4)
El Cerrito Plaza (3) 2000 2000 365,733 42.3% Lucky's
El Dorado Hills (3) 2000 2000 113,521 20.3% Ralph's
Encina Grande 1999 1965 102,499 100.0% Safeway
Loehmann's Plaza 1999 1983 113,309 93.7% Safeway (4)
Prairie City Crossing (3) 1999 100,725 65.9% Safeway
San Leandro 1999 1982 50,853 99.2% Safeway (4)
Sequoia Station 1999 1996 103,388 99.8% Safeway (4)
Strawflower Village 1999 1985 78,827 100.0% Safeway
Tassajara Crossing 1999 1990 146,188 100.0% Safeway
The Promenade 1999 1989 136,022 96.2% Bel Air Market
West Park Plaza 1999 1996 88,103 100.0% Safeway
Woodside Central 1999 1993 80,591 100.0% --
------------------ --------------
Subtotal/Weighted
Average(California) 4,922,329 79.3%
------------------ --------------
TEXAS
Austin
Hancock Center 1999 1998 410,438 99.2% H.E.B.
Market @ Round Rock 1987 123,345 97.9% Albertson's
North Hills 1999 1995 144,019 97.8% H.E.B.
Dallas / Ft. Worth
Arapaho Village 1999 1997 107,737 95.6% Tom Thumb
Bethany Lake 1998 1998 74,066 100.0% Kroger
Casa Linda Plaza 1999 1997 324,639 86.9% Albertson's
Cooper Street 1999 1992 133,215 100.0% --
Creekside (5) 1998 1998 96,816 100.0% Kroger
Harwood Hills PH I & II 1999 1996 122,540 90.6% Tom Thumb
Hebron Park 1999 1999 46,800 97.0% Albertson's (4)
Hillcrest Village 1999 1991 14,530 100.0% --
Keller Town Center (3) 1999 1999 115,776 85.5% Tom Thumb
Lebanon/Legacy Center (3) 2000 57,422 11.7% Albertson's (4)
MacArthur Park Phase I 2000 33,987 100.0% --
MacArthur Park Phase II (5) 1999 198,586 93.5% Kroger
Market @ Preston Forest 1990 90,171 100.0% Tom Thumb
Matlock (3) 2000 2000 40,125 10.0% --
Mills Pointe 1999 1986 126,238 99.0% Tom Thumb
Mockingbird Commons 1987 121,531 93.7% Tom Thumb
TEXAS
Dallas / Ft. Worth (Continued)
Northview Plaza 1999 1991 116,554 89.8% Kroger
Ocotillo Center (3) 2000 2000 40,799 49.6% Safeway (4)
Preston Brook - Frisco 1998 1998 91,274 98.1% Kroger
Preston Park 1999 1985 268,869 85.6% Tom Thumb
8
Prestonwood (3) 1999 1999 100,972 67.6% Albertson's (4)
Ridglea Plaza 1999 1986 197,961 86.8% Tom Thumb
Shiloh Springs (5) 1998 1998 110,425 96.3% Kroger
Southpark 1999 1997 145,888 90.8% Albertson's
Tarrant Pkwy Plaza (3) 1999 1999 33,079 91.8% Albertson's (4)
The Village 1999 1982 95,148 93.4% Tom Thumb
Trophy Club (3) 1999 1999 125,063 73.4% Tom Thumb
Valley Ranch PH I, II & III 1997 117,187 99.0% Tom Thumb
Village Center - Southlake (5) 1998 1998 118,172 92.2% Kroger
Houston
Champions Forest 1999 1983 115,379 99.2% Randall's Food
Fort Bend Market (3) 2000 2000 107,106 66.5% Kroger
------------------ --------------
Subtotal/Weighted
Average(Texas) 4,165,857 89.6%
------------------ --------------
GEORGIA
Atlanta
Ashford Place 1997 1993 53,346 100.0% --
Briarcliff LaVista 1997 1962 39,203 87.7% --
Briarcliff Village 1997 1990 183,755 100.0% Publix
Buckhead Court 1997 1984 55,229 97.4% --
Cambridge Square 1996 1979 69,649 85.2% Harris Teeter
Cromwell Square 1997 1990 70,282 95.1% --
Cumming 400 1997 1994 126,900 98.8% Publix
Delk Spectrum 1998 1991 100,880 100.0% Publix
Dunwoody Hall (3) 1997 1986 89,511 82.4% Publix
Dunwoody Village 1997 1975 114,658 65.7% --
Killian Hill Market (3) 2000 2000 112,972 97.2% Publix
Loehmann's Plaza 1997 1986 137,635 100.0% --
Lovejoy Station 1997 1995 77,336 100.0% Publix
Memorial Bend 1997 1995 182,782 95.2% Publix
Orchard Square (3) 1995 1987 93,222 81.0% Publix
Paces Ferry Plaza 1997 1987 61,696 95.9% --
Powers Ferry Square 1997 1987 97,812 98.6% Harry's
Powers Ferry Village 1997 1994 78,995 99.9% Publix
Rivermont Station 1997 1996 90,267 100.0% Harris Teeter
Roswell Village 1997 1997 143,980 95.9% Publix
Russell Ridge 1994 1995 98,558 97.6% Kroger
Sandy Plains Village 1996 1992 175,035 95.5% Kroger
Sandy Springs Village 1997 1997 45,040 100.0% --
Other Markets
Evans Crossing 1998 1993 83,681 100.0% Kroger
LaGrangeMarketplace 1993 1989 76,327 91.9% Winn-Dixie
Parkway Station 1996 1983 94,290 90.7% Kroger
------------------ --------------
Subtotal/Weighted
Average(Georgia) 2,553,041 94.5%
------------------ --------------
OHIO
Cincinnati
Beckett Commons 1998 1995 112,936 100.0% Kroger
Cherry Grove 1998 1997 195,497 98.4% Kroger
Hyde Park Plaza 1997 1995 374,544 93.6% Kroger/Thriftway
Shoppes at Mason 1998 1997 80,800 100.0% Kroger
Westchester Plaza 1998 1988 88,181 96.8% Kroger
Columbus
East Pointe 1998 1993 86,525 98.4% Kroger
Hampstead Village (3) 1999 1999 91,805 92.4% Kroger
Kingsdale (3) 1997 1999 270,470 68.8% Big Bear
North Gate/(Maxtown) 1998 1996 85,100 100.0% Kroger
OHIO
Columbus (continued)
Park Place 1998 1988 106,833 98.6% Big Bear
Windmiller Plaza 1998 1997 120,509 95.4% Kroger
Worthington 1998 1991 93,095 98.5% Kroger
Toledo
Cherry Street Center (3) 2000 54,660 100.0% Farmer Jack
- ---------------------------------------------------------------------------------------- --------------
Subtotal/Weighted
Average(Ohio) 1,760,955 92.6%
------------------ --------------
9
NORTH CAROLINA
Asheville
Oakley Plaza 1997 1988 118,728 97.7% Bi-Lo
Charlotte
Carmel Commons 1997 1979 132,651 97.9% Fresh Market
City View 1996 1993 77,552 98.5% Winn-Dixie
Union Square 1996 1989 97,191 98.8% Harris Teeter
Greensboro
Sedgefield Village (3) 2000 2000 56,630 67.0% Food Lion
Raleigh / Durham
Bent Tree Plaza 1998 1994 79,503 100.0% Kroger
Garner Town Square 1998 1998 221,576 100.0% Kroger
Glenwood Village 1997 1983 42,864 100.0% Harris Teeter
Lake Pine Plaza 1998 1997 87,691 94.4% Kroger
Maynard Crossing 1998 1997 122,814 87.9% Kroger
Southpoint Crossing 1998 1998 103,128 98.6% Kroger
Woodcroft 1996 1984 89,833 100.0% Food Lion
Winston-Salem
Kernersville Marketplace 1998 1997 72,590 95.9% Harris Teeter
------------------ --------------
Subtotal/Weighted
Average(North Carolina) 1,302,751 96.1%
- ----------------------------------------------------------------------------------------------------------
WASHINGTON
Seattle
Cascade Plaza 1999 1999 217,817 91.1% Safeway
Inglewood Plaza 1999 1985 17,253 94.4% --
James Center 1999 1999 140,510 91.3% Fred Myer
Lake Meridian 1999 1989 165,210 89.5% Fred Myer
Pine Lake Village 1999 1989 100,953 100.0% Quality Foods
Sammamish Highlands 1999 1992 101,289 100.0% Safeway (4)
Seattle Fur Exchange (3) 2000 84,380 100.0% --
South Point Plaza 1999 1997 190,454 100.0% Cost Cutters
Southcenter 1999 1990 58,282 100.0% --
Thomas Lake 1999 1998 103,872 100.0% Albertson's
------------------ --------------
Subtotal/Weighted
Average(Washington) 1,180,020 95.8%
- ----------------------------------------------------------------------------------------------------------
COLORADO
Colorado Springs
Cheyenne Meadows 1998 1998 89,893 97.7% King Soopers
Jackson Creek 1998 1999 85,263 100.0% King Soopers
Woodmen Plaza (3),(5) 1998 1998 104,755 92.0% King Soopers
COLORADO
Denver
Boulevard Center 1999 1986 92,483 95.7% Safeway (4)
Buckley Square 1999 1978 111,146 100.0% King Soopers
Leetsdale Marketplace 1999 1993 119,916 98.7% Safeway
Littleton Square 1999 1997 94,257 97.7% King Soopers
Lloyd King Center 1998 1998 83,326 100.0% King Soopers
Redlands Marketplace (3) 1999 30,317 18.4% Albertson's (4)
Stroh Ranch 1998 1998 86,432 100.0% King Soopers
------------------ --------------
Subtotal/Weighted
Average(Colorado) 897,788 95.2%
------------------ --------------
OREGON
Portland
Cherry Park Market (Grmr) 1997 113,518 84.6% Safeway
Murrayhill Marketplace 1999 1988 149,214 88.4% Thriftway
Port of Portland (3) 2000 2000 67,240 85.3% Albertson's
Sherwood Crossroads (3) 1999 79,267 73.1% Safeway (4)
Sherwood Market Center 1995 124,256 98.1% Albertson's
Sunnside 205 1999 1988 53,279 83.7% --
Tannesbourne (3) 2000 2000 46,876 64.8% --
Walker Center 1999 1987 89,624 97.4% --
West Hills 1999 1998 53,579 100.0% QFC
------------------ --------------
Subtotal/Weighted
Average(Oregon) 776,853 87.7%
------------------ --------------
10
ALABAMA
Birmingham
Villages of Trussville 1993 1987 69,280 92.6% Bruno's
West County Marketplace 1993 1987 129,155 98.5% Food World (4)
Montgomery
Country Club 1993 1991 67,622 99.0% Winn-Dixie
Other Markets
Bonner's Point 1993 1985 87,282 100.0% Winn-Dixie
Marketplace - 1993 1987 162,723 98.3% Winn-Dixie
Alexander City
------------------ --------------
Subtotal/Weighted
Average(Alabama) 516,062 97.9%
------------------ --------------
ARIZONA
Phoenix
Carefree Marketplace (3) 2000 24,657 0.0% Fry's (4)
South Mountain (3) 2000 2000 26,341 42.0% Safeway (4)
Stonebridge Center (3) 2000 2000 30,387 19.1% Safeway (4)
The Provinces (3) 2000 2000 34,330 27.2% Safeway (4)
Scottsdale
Paseo Village 1999 1998 92,399 92.4% ABCO
Pima Crossing 1999 1996 238,330 100.0% Basha's
Tuscon
Vistoso Center (3) 2000 2000 34,771 32.4% Safeway (4)
------------------ --------------
Subtotal/Weighted
Average(Arizona) 481,215 75.1%
------------------ --------------
TENNESSEE
Nashville
Harpeth Village 1997 1998 70,091 100.0% Albertson's
Nashboro Village 1998 1998 86,811 100.0% Kroger
Northlake Village 2000 1988 151,629 99.0% Kroger
Peartree Village 1997 1997 114,795 100.0% Harris Teeter
------------------ --------------
Subtotal/Weighted
Average(Tennessee) 423,326 99.6%
------------------ --------------
VIRGINIA
Other Virgina
Brookville Plaza 1998 1991 63,664 92.5% Kroger
Statler Square 1998 1996 133,660 96.3% Kroger
Washington D.C.
Ashburn Farm Market (3) 2000 92,000 56.7% Giant
Chesire Station (3) 2000 2000 108,300 54.1% Safeway
------------------ --------------
Subtotal/Weighted
Average(Virginia) 397,624 75.0%
------------------ --------------
MISSOURI
Olde Towne Plaza (3),(5) 2000 286,547 77.0% --
St. Ann Square 1998 1986 82,498 95.8% National
------------------ --------------
Subtotal/Weighted
Average(Missouri) 369,045 81.2%
------------------ --------------
KENTUCKY
Franklin Square 1998 1988 205,061 86.8% Kroger
Silverlake 1998 1988 99,286 100.0% Kroger
------------------ --------------
Subtotal/Weighted
Average(Kentucky) 304,347 91.1%
------------------ --------------
11
MICHIGAN
Fenton Marketplace (3) 1999 97,126 87.1% Farmer Jack
Lakeshore 1998 1996 85,940 94.1% Kroger
Waterford 1998 1998 91,921 94.1% Kroger
------------------ --------------
Subtotal/Weighted
Average(Michigan) 274,987 91.6%
------------------ --------------
MISSISSIPPI
Columbia Marketplace 1993 1988 136,002 98.2% Winn-Dixie
Lucedale Marketplace 1993 1989 49,059 96.3% Delchamps
------------------ --------------
Subtotal/Weighted
Average(Mississippi) 185,061 97.7%
------------------ --------------
SOUTH CAROLINA
Merchants Village 1997 1997 79,723 94.0% Publix
Queensborough (5) 1998 1993 82,333 100.0% Publix
------------------ --------------
Subtotal/Weighted
Average(South Carolina) 162,056 97.0%
- ----------------------------------------------------------------------------------------------------------
DELEWARE
Pike Creek 1998 1981 228,169 98.6% Acme
ILLINOIS
Hinsdale Lake Commons 1998 1986 178,601 86.4% Dominick's
New Jersey
Echelon Village Plaza (3) 2000 2000 88,867 85.1% Genuardi's
WYOMING
Dell Range Road (3)(5) 1999 1999 87,777 71.2% King Soopers
------------------ --------------
Total Weighted Average 27,791,819 88.8%
==========================================================================================================
Drug Store & Other
Property Name Other Anchors Tenants
- ------------------------------------ ------------------------------------------- ----------------------------------------------
FLORIDA
Jacksonville / North Florida
Anastasia -- Hallmark, Schmagel's Bagels, Mailboxes
Bolton Plaza Wal-Mart, Blockbuster Radio Shack, Payless Shoes, Mailboxes
Carriage Gate TJ Maxx Brueggers Bagels, Bedfellows, Kinko's
Courtyard Target --
Ensley Square -- Radio Shack, Firehouse Subs, Amsouth Bank
Fleming Island Stein Mart Mail Boxes, Etc. ,Radio Shack, Hallmark
Highlands Square (3) Eckerd, Big Lots Hair Cuttery, Rent Way, Precision Printing
Julington Village (3) -- Mailboxes, Etc., H&R Block, Hallmark
Millhopper Eckerd, Jo-Ann Fabrics Book Gallery, Postal Svc., Chesapeake Bagel
Newberry Square Kmart, Jo-Ann Fabrics H & R Block, Cato Fashions, Olan Mills
Ocala Corners (3) -- --
Old St. Augustine Plaza Eckerd, Waccamaw Mail Boxes, Etc., Hallmark, Hair Cuttery
Palm Harbour Eckerd, Bealls, Blockbuster Mail Boxes, Etc., Hallmark, Merle Norman
Pine Tree Plaza -- Great Clips, CiCi's Pizza, Soupersalad
Regency Court CompUSA, Office Depot H&R Block, Mail Boxes Etc., Payless Shoes
Sports Authority Loop Restaurant, Ashley Furniture Homestore
South Monroe Blockbuster Rent-A-Center, H&R Block, GNC
Tampa / Orlando
Beneva Village Shops Walgreen's, Ross Dress for Less Movie Gallery, GNC, Hallmark, H&R Block
Bloomingdale Square Wal-Mart, Beall's, Blockbuster Video Radio Shack, H&R Block, Hallmark, Ace Hardware
Kings Crossing Sun City -- Hallmark, Mail Boxes Etc., Sally Beauty Supply
Mainstreet Square Walgreen's Rent-A-Center, Discount Auto Parts, Norwest
Mariner's Village Walgreen's, Blockbuster Supercuts. World Gym, Allstate Insurance
Market Place - St. Petersburg -- Mail Boxes, Etc., Republic Bank, Merle Norman
Peachland Promenade -- Southern Video, Hallmark, GNC
Regency Square TJ Maxx, AMC Pak Mail, Lens Crafter, Jo-Ann Fabrics
at Brandon Staples, Michaels, Marshalls S&K Famous Brands, Shoe Carnival
12
Seven Springs Kmart State Farm, Vanity Hair, H & R Block
Regency Village (3) --
Terrace Walk CitiFinancial Mortage Co. Cici's Pizza, Norwest Financial
Town Square (3) -- Panera Bread, Alltel
University Collections Eckerd, Jo-Anns Fabrics Hallmark, Dockside Imports, Kinkos
Village Center-Tampa Walgreen's, Stein Mart, Blockbuster Hallmark, Mens Warehouse
Willa Springs (3) -- Party Land, Hallmark, Radio Shack
West Palm Beach /
Treasure Coast
Boynton Lakes Plaza Walgreen's, World Gym, Blockbuster Hair Cuttery, Baskin Robbins, Dunkin Donuts
Chasewood Plaza Beall's, Books-A-Million Hallmark, GNC, Supercuts
Chasewood Storage -- --
East Port Plaza Walgreen's, Kmart, Sears Homelife H & R Block, GNC, Subway, Cato
Martin Downs Village Center Beall's, Coastal Care Payless Theater, Hallmark, Nations Bank
Martin Downs Village Shoppes (3) Walgreen's Mailbox Plus, Allstate, Optical Outlet
Ocean Breeze Walgreen's, Coastal Care Mail Box Plus, National Bank, World Travel
Ocean East (5) Medicine Shoppes,Coastal Care Mail Boxes, Nations Bank, Royal Dry Cleaners
Tequesta Shoppes -- Mail Boxes, Etc., Hallmark, Radio Shack
Town Center at Martin Downs -- Mail Boxes, Health Exchange, Champs Hair
Wellington Market Place Walgreen's, Wellington 8 Theater Pak Mail, Subway, Papa John's
Wellington Town Square Eckerd Mail Boxes, State Farm, Coldwell Banker
Miami / Ft. Lauderdale
Aventura Eckerd, Humana Footlabs, Bank United, City of Aventura
Berkshire Commons Walgreen's H & R Block, Century 21, Allstate
Garden Square Eckerd Subway, GNC, Hair Cuttery
North Miami -- --
Palm Trails Plaza -- Mail Boxes, Sal's Pizza, Personnel One
Shoppes @ 104 Navarro Discount Pharmacies Mail Boxes Etc., GNC, Subway
Shoppes of Pebblebrooke -- --
Tamiami Trail Eckerd, Blockbuster Mail Boxes, Etc., Radio Shack, Pizza Hut
University Market Place -- H & R Block, Mail Boxes Etc., Olan Mills
Welleby Walgreen's H & R Block, Mail Boxes Plus, Pizza Hut
Ft. Myers / Cape Coral
Grande Oaks (3) -- --
Subtotal/Weighted
Average(Florida)
CALIFORNIA
Los Angeles / SCA
Amerige Heights (3) Target(4) --
Bristol and Warner -- Banner Central, Hollywood Video, Domino's
Campus Marketplace (3) Sav-On Drugs
Costa Verde Petco, Bookstar, Blockbuster US Post Office, Subway, Starbucks
Crossroads Plaza -- --
El Camino Sav-On Drugs Kinkos, Bank of America, Subway, Radio Shack
El Norte Parkway Plaza -- Our Fitness, Great Clips, Lens-4-Less Optical
Friars Mission Long's Drugs, Blockbuster H&R Block, Mail Boxes Etc., Subway, Starbucks
Garden Village (3) Rite Aid Starbucks, Coldwell Banker
Heritage Plaza Sav-On Drugs, Ace Hardware Bank of America, Hollywood Video, Hallmark
Morningside Plaza -- Hallmark, Subway, Mail Boxes Etc.
Newland Center -- Wells Fargo Bank, Kinko's, Starbucks
Oakbrook Plaza Long's Drugs Century 21, TCBY Yogurt, Subway
Plaza de Hacienda -- Kragen Auto Parts, Taco Bell, Colortyme
Plaza El Paseo (3),(5) -- --
Plaza Hermosa Sav-On Drugs, Blockbuster Hallmark, Mail Boxes Etc., R.S.V.P.
Rona Plaza -- Home Video, Acapulco Travel
San Fernando Value Square Home Depot --
Santa Ana Downtown Plaza Blockbuster Little Caesars Pizza, Payless Shoes, Taco Bell
Twin Peaks Target Starbucks, Subway, GNC, Clothestime
Ventura Village Blockbuster Papa Johns Pizza, Fantastic Sams
Westlake Village Plaza Long's Drugs, Sav-On Drugs Bank of America, Citibank, Blockbuster Video
Woodman - Van Nuys -- Supercuts, H&R Block, Chief Auto Parts
San Francisco / NCA
Blossom Valley Long's Drugs US Post Office, Hallmark, Great Clips, Starbucks
Corral Hollow (3),(5) -- Precision Cuts
Country Club Long's Drugs, Blockbuster Subway, GNC, Starbucks
Diablo Plaza Long's Drugs, Jo-Ann Fabrics Hallmark, Mail Boxes Etc., Clothestime
El Cerrito Plaza (3) Long's Drugs, Woolworth Bed, Bath & Beyond, Hallmark, Walden Books
El Dorado Hills (3) Long' Drugs --
Encina Grande Walgreens, Blockbuster Radio Shack, Mail Boxes, Applebees
Loehmann's Plaza Long's Drugs, Loehmann's Starbucks, Hallmark, Blockbuster Video
Prairie City Crossing (3) -- Great Clips
San Leandro Blockbuster Radio Shack, Hallmark, Mail Boxes Etc.
Sequoia Station Long's Drugs, Old Navy Starbucks, Dress Barn, Sees Candies
Barnes and Noble, The Wherehouse
13
Strawflower Village Long's Drugs Hallmark, Mail Boxes Etc., Subway
Tassajara Crossing Long's Drugs, Ace Hardware Citibank, Hallmark, Petco, GNC
The Promenade Long's Drugs, Blockbuster Bank of America, Mail Boxes Etc., True Value
West Park Plaza Rite Aid, Blockbuster Starbucks, Supercuts, Kragen Auto Parks
Woodside Central Marshalls, Discovery Zone Hollywood Video, Pier 1 Imports, GNC
Subtotal/Weighted
Average(California)
TEXAS
Austin
Hancock Center Sears, Old Navy, Petco, Mars Music Hollywood Video, Radio Shack, GNC
Market @ Round Rock Color Tile and Carpet Radio Shack, H&R Block, Merle Norman
North Hills Goodyear Hollywood Video, Clothestime, Subway
Dallas / Ft. Worth
Arapaho Village -- H&R Block, Hallmark, GNC, Mail Boxes Etc.
Bethany Lake Blockbuster Lady of America, Mr. Parcel, Fantastic Sams
Casa Linda Plaza Eckerd, Petco, Blockbuster Mail Boxes Etc, Hallmark, 24 Hour Fitness
Cooper Street Circuit City, Office Max, Jo-Ann Fabrics, Mail Boxes Etc., State Farm
Sears Homelife
Creekside (5) -- Hollywood Video, CICI's Pizza, Lady of America
Harwood Hills PH I & II -- Good Year, Sport Clips, Pac N Mail
Hebron Park Blockbuster Lady America, Hallmark, GNC
Hillcrest Village Blockbuster American Airlines
Keller Town Center (3) -- Sports Clips, Radio Shack, Starbucks
Lebanon/Legacy Center (3) -- --
MacArthur Park Phase I Pier I Imports Men's Warehouse, Sport Clips
MacArthur Park Phase II (5) Linens 'N Things, Barnes & Noble Gap, Hallmark, Great Clips, Marble Slab
Market @ Preston Forest Petco Nations Bank, Fantastic Sams
Matlock (3) Wal-Mart (4) --
Mills Pointe Blockbuster Hallmark, H&R Block, Subway, State Farm
Mockingbird Commons -- State Farm, GNC, Starbucks, Hallmark
TEXAS
Dallas / Ft. Worth (Continued)
Northview Plaza Blockbuster Merle Norman, Glamour Nails
Ocotillo Center (3) -- State Farm, Mail Boxes Etc., Supercuts
Preston Brook - Frisco -- Coldwell Banker, GNC, Supercuts
Preston Park Gap, Blockbuster Bath & Body Works, Mail Boxes Etc., Starbucks
Culwell & Son, Williams Sonoma Hallmark, Baby Gap, Wolf Camera
Prestonwood (3) Blockbuster Hallmark, Great Clips, Mail Boxes Etc., Subway
Ridglea Plaza Eckerd, Stein Mart Radio Shack, Mail Boxes Etc., Pro-Cuts
Shiloh Springs (5) Blockbuster GNC, Great Clips, Lady of America
Southpark Bealls H&R Block, GNC, Mail Boxes Etc.
Tarrant Pkwy Plaza (3) Blockbuster Hallmark, Subway, Great Clips
The Village -- Famous Footwear, Hallmark, Boston Market
Trophy Club (3) Blockbuster Bank of America, Subway, Radio Shack
Valley Ranch PH I, II & III -- Mail Boxes Etc., GNC, H&R Block
Village Center - Southlake (5) Blockbuster Radio Shack, Papa Johns, Smoothie King
Houston
Champions Forest Eckerd Mail Boxes Etc., GNC, Sport Clips
Fort Bend Market (3) -- Mailbox Depot
Subtotal/Weighted
Average(Texas)
GEORGIA
Atlanta
Ashford Place Pier 1 Imports Baskin Robbin, Mail Boxes, Merle Norman
Briarcliff LaVista Drug Emporium Supercuts
Briarcliff Village TJ Maxx, Office Depot Subway, Hair Cuttery, Famous Footwear
Buckhead Court Pavillion Bellsouth Mobility, Outback Steakhouse
Cambridge Square -- Allstate, AAA Mail & Pkg., Wachovia
Cromwell Square CVS Drug, Haverty's, Hancock Fabrics First Union, Bellsouth Mobility
Cumming 400 Big Lots Pizza Hut, Hair Cuttery, Autozone
Delk Spectrum Eckerd, Blockbuster Mail Boxes, Etc., GNC, Hallmark
Dunwoody Hall (3) Eckerd Texaco, Blimpie, Nations Bank
Dunwoody Village -- Federal Express, Jiffy Lube, Hallmark
Killian Hill Market (3) Papa Johns Pizza, Citifinancial, Tuesday Morning
Loehmann's Plaza Eckerd, Loehmann's Mail Boxes, Etc., GNC, H & R Block
Lovejoy Station Blockbuster Subway, H&R Block, Supercuts
Memorial Bend TJ Maxx Hollywood Video, Pizza Hut, GNC, H & R Block
Orchard Square (3) -- Mail Boxes Unlimited, State Farm, Remax
Paces Ferry Plaza Blockbuster Sherwin Williams, Nations Bank
Powers Ferry Square CVS Drug, Pearl Arts & Crafts Domino's Pizza, Dunkin Donuts, Supercuts
Powers Ferry Village CVS Drug Mail Boxes, Etc., Blimpies
Rivermont Station CVS Drug, Blockbuster Pak Mail, GNC, Wolf Camera
Roswell Village Eckerd, Blockbuster Hallmark, Pizza Hut, Scholtzyky's, Act Hardware
Russell Ridge Blockbuster Pizza Hut, Pak Mail, Hallmark, GNC
Sandy Plains Village Stein Mart, Blockbuster Hallmark, Mail Boxes Etc., Subway
Sandy Springs Village Staples, Blockbuster Air Touch, Steinway Piano
14
Other Markets
Evans Crossing Olsen Tire, Blockbuster Subway, Hair Cuttery, Dollar Tree
LaGrangeMarketplace Eckerd Lee's Nails, It's Fashions, One Price Clothing
Parkway Station -- H & R Block, Pizza Hut, Olan Mills
Subtotal/Weighted
Average(Georgia)
OHIO
Cincinnati
Beckett Commons Stein Mart Mail Boxes, Etc., Subway, GNC
Cherry Grove CVS Drug, TJ Maxx, Hancock Fabric GNC, Hallmark, Sally Beauty Supply
Hyde Park Plaza Walgreen's, Michaels, Blockbuster Radio Shack, H&R Block, Hallmark,
Barnes & Noble, Old Navy Jo-Ann Fabric, US Post Office, Kinkos
Shoppes at Mason Blockbuster Mail Boxes Etc., GNC, Great Clips
Westchester Plaza -- Pizza Hut, Subway, GNC
Columbus
East Pointe Goodyear, Blockbuster Mail Boxes, Etc., Hallmark, Subway
Hampstead Village (3) Blockbuster Great Clips, Mail Boxes Etc., Blimpies
Kingsdale (3) Stein Mart, Goodyear Hallmark, Jenny Craig, Famous Footware
North Gate/(Maxtown) -- Hallmark, GNC, Great Clips
OHIO
Columbus (continued)
Park Place Blockbuster Mail Boxes Etc., Domino's, Subway
Windmiller Plaza Sears Hardware Radio Shack, Sears Optical, Great Clips
Worthington CVS Drug, Blockbuster Little Caesar's, Hallmark, Radio Shack
Toledo
Cherry Street Center (3) -- --
- ------------------------------------
Subtotal/Weighted
Average(Ohio)
NORTH CAROLINA
Asheville
Oakley Plaza CVS Drug, Western Auto Little Caesar's, Subway
Baby Superstore Life Uniform
Charlotte
Carmel Commons Eckerd, Blockbuster, Piece Goods Party City, Radio Shack, Chuck E Cheese's
City View CVS Drug, Public Library Bellsouth, Willie's Music
Union Square CVS Drug, Blockbuster Mail Boxes, Etc., Subway, TCBY, Rack Room
Consolidated Theatres
Greensboro
Sedgefield Village (3) -- --
Raleigh / Durham
Bent Tree Plaza -- Pizza Hut, Manhattan Bagel, Parcel Plus
Garner Town Square Target (4), Office Max, Blockbuster Sears Optical, Friedman's Jewelers
Petsmart, United Artists H & R Block, Shoe Carnival, Dress Barn
Glenwood Village Glenwood Pharmacy Domino's Pizza, Simple Pleasures
Lake Pine Plaza Blockbuster H & R Block, GNC, Great Clips
Maynard Crossing Blockbuster Mail Boxes, Etc., GNC, Hallmark
Southpoint Crossing Blockbuster Wolf Camera, GNC, H&R Block, Hallmark
Woodcroft True Value Domino's Pizza, Subway, Allstate
Winston-Salem
Kernersville Marketplace -- Mail Boxes, Little Caesar's, Great Clips
Subtotal/Weighted
Average(North Carolina)
- ------------------------------------
WASHINGTON
Seattle
Cascade Plaza Long's Drugs, Ross Dress for Less Bally Total Fitness, JoAnn Fabrics, Fashion Bug
Inglewood Plaza Radio Shack Subway, Great Clips
James Center Rite Aid Kinko's, Hollywood Video, U.S. Bank
Lake Meridian Bartell Drugs, 24 Hour Fitness Mail Boxes Etc., Starbucks
Pine Lake Village Rite Aid, Blockbuster Starbucks, Mail Post, Baskin Robbins
Sammamish Highlands Bartell Drugs, Ace Hardware Hollywood Video, Starbucks, GNC, H&R Block
Seattle Fur Exchange (3) Bed, Bath & Beyond The Oak Mill, Guitar Center
South Point Plaza Rite Aid, Office Depot, Outback Steakhouse, Mail Boxes Etc.
Pep Boys
15
Southcenter Target (4) GTE Wireless, Supercuts, Starbucks
Thomas Lake Rite Aid, Blockbuster Great Clips, Subway
Subtotal/Weighted
Average(Washington)
- ------------------------------------
COLORADO
Colorado Springs
Cheyenne Meadows -- Hallmark, Nail Center, Cost Cutters
Jackson Creek -- Cost Cutters, Pak Mail
Woodmen Plaza (3),(5) -- Hallmark, GNC, Mail Boxes Etc., H&R Block
COLORADO
Denver
Boulevard Center One Hour Optical Bennigans, Great Clips, Mail Boxes Etc.
Buckley Square True Value Hardware Hollywood Video, Radio Shack, Subway
Leetsdale Marketplace Blockbuster Radio Shack, GNC, Checkers Auto Parts
Littleton Square Walgreens, Blockbuster Hallmark, H&R Block, Radio Shack, Great Clips
Lloyd King Center -- GNC, Cost Cutters, Hollywood Video
Redlands Marketplace (3) -- Great Clips
Stroh Ranch -- Cost Cutters, Post Net, Dry Clean Station
Subtotal/Weighted
Average(Colorado)
OREGON
Portland
Cherry Park Market (Grmr) -- Hollywood Video, Subway, Baskin Robbins
Murrayhill Marketplace -- True Value, Great Clips, Allstate
Port of Portland (3) -- --
Sherwood Crossroads (3) -- Great Clips, Starbucks
Sherwood Market Center -- Hallmark, Blimpies, GNC, Supercuts
Sunnside 205 -- Kinko's, State Farm, Coffee Bistro
Tannesbourne (3) Bed, Bath & Beyond Party City
Walker Center Sportmart, Blockbuster Postal Annex
West Hills Blockbuster GNC, Starbucks, Great Clips, State Farm
Subtotal/Weighted
Average(Oregon)
ALABAMA
Birmingham
Villages of Trussville CVS Drug Movie Gallery, Cellular One, Mattress Max
West County Marketplace Rite Aid, Wal-Mart Domino's Pizza, GNC, Cato, Payless Shoes
Montgomery
Country Club Rite Aid Radio Shack, Subway, Premiere Video, GNC
Other Markets
Bonner's Point Wal-Mart Subway, Domino's Pizza, Cato, Movie Gallery
Marketplace - Wal-Mart, Goody's Family Clothing Domino's Pizza, Subway, Hallmark
Alexander City
Subtotal/Weighted
Average(Alabama)
ARIZONA
Phoenix
Carefree Marketplace (3) -- --
South Mountain (3) -- Fashion Avenue
Stonebridge Center (3) -- Cost Cutters, Post Net
The Provinces (3) -- Supercuts, L.A. Nails, New York Bagels
Scottsdale
Paseo Village Walgreens, Blockbuster Domino's Pizza, McDonalds
Pima Crossing Stein Mart, Blockbuster Pier 1 Imports, Bally Total Fitness, GNC
Tuscon
Vistoso Center (3) -- Lady of America, L.A. Nails, State Farm
Subtotal/Weighted
Average(Arizona)
16
TENNESSEE
Nashville
Harpeth Village Blockbuster Mail Boxes, Etc., Heritage Cleaners, Great Clips
Nashboro Village -- Hallmark, Fantastic Sams, Cellular Sales
Northlake Village CVS Drug Petco, Franks Nursery, GNC
Peartree Village Eckerd, Office Max Hollywood Video, AAA Auto, Royal Thai
Subtotal/Weighted
Average(Tennessee)
VIRGINIA
Other Virgina
Brookville Plaza -- H&R Block, Cost Cutters, Liberty Mutual
Statler Square CVS Drug, Staples Hallmark, H & R Block, Hair Cuttery
Washington D.C.
Ashburn Farm Market (3) -- --
Chesire Station (3) -- Hair Cuttery, Petco Animal Supplies
Subtotal/Weighted
Average(Virginia)
MISSOURI
Olde Towne Plaza (3),(5) Stein Mart, Lowes, --
Marshalls, Homegoods
St. Ann Square Bally Total Fitness Great Clips, US Navy, US Marines, US Army
Subtotal/Weighted
Average(Missouri)
KENTUCKY
Franklin Square Rite Aid, JC Penney, Office Depot Mail Boxes, Baskin Robbins, Kay Jewelers
Hallmark, Radio Shack
Silverlake Blockbuster Radio Shack, H&R Block, Great Clips
Subtotal/Weighted
Average(Kentucky)
MICHIGAN
Fenton Marketplace (3) Blockbuster, Micheals Supercuts
Lakeshore Rite Aid Hallmark, Subway, Baskin Robbins
Waterford -- Supercuts, Hollywood Video, Starbucks
Subtotal/Weighted
Average(Michigan)
17
MISSISSIPPI
Columbia Marketplace Wal-Mart (4) GNC, Radio Shack, Cato, Movie Gallery
Lucedale Marketplace Edwards Discount Drugs, Wal-Mart Subway, Cato, Byrd's Cleaners
Subtotal/Weighted
Average(Mississippi)
SOUTH CAROLINA
Merchants Village Firestone Tire Mail Boxes Etc., Hair Cuttery, Hallmark
Queensborough (5) Pet Emporium Mail Boxes, Etc., Supercuts, Pizza Hut
Subtotal/Weighted
Average(South Carolina)
- ------------------------------------
DELAWARE
Pike Creek Eckerd, K-mart Radio Shack, H&R Block, TCBY
ILLINOIS
Hinsdale Lake Commons Ace Hardware, Blockbuster Hallmark, Mail Boxes Etc., Fannie Mae
New Jersey
Echelon Village Plaza (3) -- Dunkin Donuts, Hair Cuttery
WYOMING
Dell Range Road (3)(5) -- Great Clips, Hallmark
Total Weighted Average
- --------------------------------------------------------------------
(1) Or latest renovation
(2) Includes development properties. If development properties are
excluded, the total percentage leased would be 95.3% for Company
shopping centers.
(3) Property under development or redevelopment.
(4) Tenant owns its own building.
(5) Owned by a partnership with outside investors in which the Partnership
or an affiliate is the general partner.
18
Item 3. Legal Proceedings
The Company is, from time to time, a party to legal proceedings, which
arise, in the ordinary course of its business. The Company is not currently
involved in any litigation nor, to management's knowledge, is any litigation
threatened against the Company, the outcome of which would, in management's
judgement based on information currently available, have a material adverse
effect on the financial position or results of operations of the Company.
Item 4. Submission of Matters to a Vote of Security Holders
No matters were submitted for stockholder vote during the fourth quarter
of 2000.
PART Il
Item 5. Market for the Registrant's Common Equity and Related Shareholder
Matters
The Company's common stock is traded on the New York Stock Exchange
("NYSE") under the symbol "REG". The Company currently has approximately 3,500
shareholders. The following table sets forth the high and low prices and the
cash dividends declared on the Company's common stock by quarter for 2000 and
1999.
2000 1999
----------------------------------- -------------------------------------
Cash Cash
Quarter High Low Dividends High Low Dividends
Ended Price Price Declared Price Price Declared
------------ ---------- --------- ------------ ---------- -------- -----------
March 31 $ 20.9375 18.3125 .48 23.1250 18.7500 .46
June 30 23.7500 19.2500 .48 22.5000 19.0000 .46
September 30 24.0000 21.2500 .48 22.1250 19.8750 .46
December 31 24.0625 20.7500 .48 20.8125 18.7500 .46
19
Regency intends to pay regular quarterly distributions to its common
stockholders. Future distributions will be declared and paid at the discretion
of the Board of Directors, and will depend upon cash generated by operating
activities, Regency's financial condition, capital requirements, annual
distribution requirements under the REIT provisions of the Internal Revenue Code
of 1986, as amended, and such other factors as the Board of Directors deems
relevant. Regency anticipates that for the foreseeable future, cash available
for distribution will be greater than earnings and profits due to non-cash
expenses, primarily depreciation and amortization, to be incurred by Regency.
Distributions by Regency to the extent of its current and accumulated earnings
and profits for federal income tax purposes will be taxable to stockholders as
ordinary dividend income. Distributions in excess of earnings and profits
generally will be treated as a non-taxable return of capital. Such distributions
have the effect of deferring taxation until the sale of a stockholder's common
stock. In order to maintain its qualification as a REIT, Regency must make
annual distributions to stockholders of at least 95% of its taxable income.
Under certain circumstances, which management does not expect to occur, Regency
could be required to make distributions in excess of cash available for
distributions in order to meet such requirements. Regency currently maintains
the Regency Centers Corporation Dividend Reinvestment and Stock Purchase Plan
which enables its stockholders to automatically reinvest distributions, as well
as, make voluntary cash payments towards the purchase of additional shares.
Under the loan agreement with the lenders of Regency's line of credit,
distributions may not exceed 95% of Funds from Operations ("FFO") based on the
immediately preceding four quarters. FFO is defined in accordance with the
NAREIT definition as described in Regency's consolidated financial statements.
Also, in the event of any monetary default, Regency will not make distributions
to stockholders.
The following describes the registrant's sales of unregistered
securities during the periods covered by this report, each sold in reliance on
Rule 506 of the Securities Act.
In May and September 2000, Regency issued $70 million and $24 million of
8.75% Series E and Series F Cumulative Redeemable Preferred Units (the
"Preferred Units"), respectively. The issues were sold to institutional
investors in private placements for $100.00 per unit. The Preferred Units, which
may be called by the Partnership at par on or after May and September, 2005
respectively, have no stated maturity or mandatory redemption, and pay a
cumulative, quarterly dividend at an annualized rate of 8.75%. At any time after
10 years from the date of issuance, the Preferred Units may be exchanged for
8.75% Cumulative Redeemable Preferred Stock ("Preferred Stock") at an exchange
rate of one share for one unit. The Preferred Units and the related Preferred
Stock are not convertible into common stock of Regency. The net proceeds of
these offerings were used to reduce the Line. In 1999, Regency issued similar
preferred units in several series in the amount of $210 million with an average
fixed distribution rate of 8.93%. At December 31, 2000, the face value of total
preferred units issued was $384 million with an average fixed distribution rate
of 8.72% vs. $290 million with an average fixed distribution rate of 8.71% at
December 31, 1999.
During 1998, Regency acquired 43 shopping centers and joint ventures for
a total investment of $384.3 million. On June 30, 2000, Regency acquired the
non-owned portion of five of the joint ventures for $4.4 million consisting of
cash, common stock and Units.
20
Item 6. Selected Consolidated Financial Data
(in thousands, except per share data and number of properties)
The following table sets forth Selected Financial Data on a historical
basis for the five years ended December 31, 2000, for the Company. This
information should be read in conjunction with the financial statements of the
Company (including the related notes thereto) and Management's Discussion and
Analysis of the Financial Condition and Results of Operations, each included
elsewhere in this Form 10-K. This historical Selected Financial Data has been
derived from the audited financial statements.
2000 1999 1998 1997 1996
---- ---- ---- ---- ----
Operating Data:
Revenues:
Rental revenues $ 331,218 278,960 130,487 88,855 43,433
Service operations revenue 27,226 18,239 11,863 8,448 3,444
Equity in income of investments
in real estate partnerships 3,139 4,688 946 33 70
---------- --------- --------- --------- ----------
Total revenues 361,583 301,887 143,296 97,336 46,947
---------- --------- --------- --------- ----------
Operating expenses:
Operating, maintenance and real
estate taxes 82,296 67,457 30,844 22,904 12,065
General and administrative and other
expenses 21,870 19,747 15,064 9,964 6,048
Depreciation and amortization 59,430 48,612 25,046 16,303 8,059
---------- --------- --------- ---------- ----------
Total operating expenses 163,596 135,816 70,954 49,171 26,172
---------- --------- --------- --------- ----------
Interest expense, net of interest income 67,163 57,870 26,829 18,667 10,811
---------- --------- --------- --------- ----------
Income before minority interests, gain and
provision on real estate investments 130,824 108,201 45,513 29,498 9,964
Gain (loss) on sale of operating properties 4,507 (233) 10,726 451 -
Provision for loss on operating properties
held for sale (12,995) - - - -
---------- --------- --------- --------- ----------
Income before minority interests 122,336 107,968 56,239 29,948 9,964
Minority interest preferred unit
distribution (29,601) (12,368) (3,359) - -
Minority interest of exchangeable
partnership units (2,492) (2,898) (1,826) (2,042) -
Minority interest of limited partners (2,632) (2,856) (464) (505) -
---------- --------- --------- --------- ----------
Net income 87,611 89,846 50,590 27,402 9,964
Preferred stock dividends (2,817) (2,245) - - 58
---------- --------- --------- --------- ----------
Net income for common
stockholders $ 84,794 87,601 50,590 27,402 9,906
========== ========= ========= ========= ==========
Earnings per share:
Basic $ 1.49 1.61 1.80 1.28 0.82
========== ========= ========= ========= ==========
Diluted $ 1.49 1.61 1.75 1.23 0.82
========== ========= ========= ========= ==========
Other Data:
Common stock outstanding 56,898 56,924 25,489 23,992 13,590
Common Units, preferred stock and Class
B common stock outstanding 3,150 3,565 4,337 3,550 29
Company owned gross leasable area 27,792 24,769 14,652 9,981 5,512
Number of properties (at end of period) 242 216 129 89 50
Ratio of earnings to fixed charges 1.7 1.9 2.1 2.3 1.8
Common dividends per share $ 0.48 0.46 0.44 0.42 0.405
Balance Sheet Data:
Real estate investments at cost $ 2,943,627 2,636,193 1,250,332 833,402 393,403
Total assets 3,035,144 2,654,936 1,240,107 826,849 386,524
Total debt 1,307,072 1,011,967 548,126 278,050 171,607
Stockholders' equity 1,225,415 1,247,249 550,741 513,627 206,726
21
7. Management's Discussion and Analysis of Financial Condition and Results of
Operations
The following discussion should be read in conjunction with the
accompanying Consolidated Financial Statements and Notes thereto of Regency
Centers Corporation ("Regency" or "Company") appearing elsewhere within.
Organization
Regency is a qualified real estate investment trust ("REIT") which began
operations in 1993. Regency had previously operated under the name Regency
Realty Corporation, but changed its name to Regency Centers Corporation in
February 2001 to more appropriately acknowledge its brand and position in the
shopping center industry. Regency invests in retail shopping centers through its
partnership interest in Regency Centers, L.P., ("RCLP") an operating partnership
in which Regency currently owns approximately 98% of the outstanding common
partnership units ("Units"). The acquisition, development, operations and
financing activity of Regency including the issuance of Units or preferred units
is executed by RCLP.
Shopping Center Business
Regency is a national owner, operator and developer of grocery-anchored
neighborhood retail shopping centers. Regency's shopping centers summarized by
state and in order by largest holdings including their gross leasable areas
(GLA) follows:
December 31, 2000 December 31, 1999
----------------- -----------------
Location # Properties GLA % Leased # Properties GLA % Leased
------------ ----- -------- ------------ -------- -----------
Florida 53 6,535,088 92.8% 48 5,909,534 91.7%
California 39 4,922,329 98.3% 36 3,858,628 98.2%
Texas 34 4,165,857 94.2% 29 3,849,549 94.2%
Georgia 26 2,553,041 95.4% 27 2,716,763 92.3%
Ohio 13 1,760,955 97.0% 14 1,923,100 98.1%
North Carolina 13 1,302,751 97.4% 12 1,241,639 97.9%
Washington 10 1,180,020 95.5% 9 1,066,962 98.1%
Colorado 10 897,788 97.9% 10 903,502 98.0%
Oregon 9 776,853 91.7% 7 616,070 94.2%
Alabama 5 516,062 97.9% 5 516,061 99.5%
Arizona 7 481,215 97.9% 2 326,984 99.7%
Tennessee 4 423,326 99.6% 3 271,697 98.9%
Virginia 4 397,624 95.1% 2 197,324 96.1%
Missouri 2 369,045 95.8% 1 82,498 95.8%
Kentucky 2 304,347 91.1% 1 205,061 91.8%
Michigan 3 274,987 94.1% 3 250,655 98.7%
Delaware 1 228,169 98.6% 1 232,754 96.3%
Mississippi 2 185,061 97.7% 2 185,061 96.6%
Illinois 1 178,601 86.4% 1 178,600 85.9%
South Carolina 2 162,056 97.0% 2 162,056 98.8%
New Jersey 1 88,867 - - - -
Wyoming 1 87,777 - 1 75,000 -
------------ ------------ ------------- ------------ ----------- -----------
Total 242 27,791,819 95.3% 216 24,769,498 95.0%
============ ============ ============= ============ =========== ===========
* Excludes pre-stabilized properties under development
Regency is focused on building a platform of grocery anchored
neighborhood shopping centers because grocery stores provide convenience
shopping of daily necessities, foot traffic for adjacent local tenants, and
should withstand adverse economic conditions. Regency's current investment
markets have continued to offer stable economies, and accordingly, Regency
expects to realize growth in net income as a result of increasing occupancy in
the portfolio, increasing rental rates, development and acquisition of shopping
centers in targeted markets, and redevelopment of existing shopping centers.
22
The following table summarizes the four largest grocery tenants
occupying Regency's shopping centers at December 31, 2000:
Grocery Number of % of % of Annualized Average Remaining
Anchor Stores (a) Total GLA Base Rent (b) Lease Term
------- ---------- --------- ------------- ----------
Kroger 57 11.8% 10.39% 17 years
Publix 43 7.0% 5.07% 13 years
Safeway 41 5.3% 4.69% 13 years
Albertsons 21 2.5% 2.21% 14 years
(a) Includes tenant owned stores
(b) Includes properties owned through joint ventures
Acquisition and Development of Shopping Centers
Regency has implemented a growth strategy dedicated to developing
high-quality shopping centers. This development process can require 12 to 36
months from initial land or redevelopment acquisition through construction and
lease-up and finally stabilized income, depending upon the size and type of
project. Generally, anchor tenants begin operating their stores prior to
construction completion of the entire center, resulting in rental income during
the development phase. At December 31, 2000, Regency had 56 projects under
construction or undergoing major renovations, which when complete will represent
an investment of $644.4 million. Total cost necessary to complete these
developments is estimated to be $311.5 million and will be expended through
2002. These developments are approximately 52% complete and over 50% pre-leased.
On August 3, 2000, Regency acquired the non-owned portion of two
properties in one joint venture for $2.5 million in cash. The net assets of the
joint venture were and continue to be consolidated by Regency. Prior to
acquiring the non-owned portion, the joint venture partner's interest was
reflected as limited partners' interest in consolidated partnerships in
Regency's financial statements.
On June 30, 2000, Regency acquired the non-owned portion of nine
properties in five joint ventures, previously accounted for using the equity
method, for $4.4 million consisting of cash, common stock and Units. As a
result, these joint ventures are wholly owned by Regency and are consolidated
for financial reporting purposes as of the date of the acquisition.
On February 28, 1999, Regency acquired Pacific Retail Trust ("Pacific")
for approximately $1.157 billion. At the date of the acquisition, Pacific was
operating or had under development 71 retail shopping centers representing 8.4
million SF of gross leaseable area. During 1998, Regency acquired 43 shopping
centers and joint ventures for a total investment of $384.3 million ("1998
Acquisitions") excluding contingent consideration. During 2000 and 1999, the
Company paid contingent consideration of $5 million and $9 million,
respectively, related to the 1998 Acquisitions. No additional contingent
consideration is due related to any acquisitions of the Company.
Liquidity and Capital Resources
Management anticipates that cash generated from operating activities
will provide the necessary funds on a short-term basis for its operating
expenses, interest expense and scheduled principal payments on outstanding
indebtedness, recurring capital expenditures necessary to properly maintain the
shopping centers, and distributions to share and Unit holders. Net cash provided
by operating activities was $178.5 million and $151.3 million for the years
ended December 31, 2000 and 1999, respectively. Regency incurred capital
expenditures of $19.1 million and $21.5 million during 2000 and 1999,
respectively. Regency paid scheduled principal payments of $6.2 million and $6.1
million during 2000 and 1999, respectively. Regency paid dividends and
distributions of $145.1 million and $113.1 million during 2000 and 1999,
respectively, to its share and Unit holders.
Management expects to meet long-term liquidity requirements for maturing
debt, non-recurring capital expenditures, and acquisition, renovation and
development of shopping centers from: (i) excess cash generated from operating
activities, (ii) working capital reserves, (iii) additional debt borrowings, and
(iv) additional equity raised in the private and public markets. Net cash used
in investing activities was $335.3 million and $216.6 million during 2000 and
1999, respectively, primarily for the purposes discussed under Acquisition and
Development of Shopping Centers. Net cash provided by financing activities was
$203.6 million and $99.5 million during 2000 and 1999, respectively, primarily
related to proceeds from the preferred unit and debt offerings completed during
2000 and 1999 further discussed below.
23
During 1999, the Board of Directors authorized the repurchase of
approximately $65 million of Regency's outstanding shares through periodic open
market transactions or privately negotiated transactions. At March 31, 2000,
Regency had completed the program by purchasing 3.25 million shares.
Regency's outstanding debt at December 31, 2000 and 1999 consists of the
following (in thousands):
2000 1999
Notes Payable:
Fixed rate mortgage loans $ 270,491 382,715
Variable rate mortgage loans 40,640 11,376
Fixed rate unsecured loans 529,941 370,696
------------ ------------
Total notes payable 841,072 764,787
Unsecured line of credit 466,000 247,179
------------ ------------
Total $ 1,307,072 1,011,966
============ ============
Mortgage loans are secured by certain real estate properties, and may be
prepaid, but could be subject to a yield-maintenance premium. Mortgage loans are
generally due in monthly installments of interest and principal and mature over
various terms through 2019. Variable interest rates on mortgage loans are
currently based on LIBOR plus a spread in a range of 125 basis points to 150
basis points. Fixed interest rates on mortgage loans range from 7.04% to 9.5%.
During 2000, Regency modified the terms of its unsecured line of credit
(the "Line") by reducing the commitment to $625 million and extending the term.
The Line matures in March 2002, but may be extended annually for one-year
periods. Borrowings under the Line bear interest at a variable rate based on
LIBOR plus 1% (7.875% at December 31, 2000) compared to LIBOR plus a 1.075%
spread (7.575% at December 31, 1999), which is dependent on Regency maintaining
its investment grade rating. Regency is required to comply and is in compliance
with certain financial and other covenants customary with this type of unsecured
financing. The Line is used primarily to finance the acquisition and development
of real estate, but is also available for general working capital purposes.
Subsequent to December 31, 2000, Regency paid down the Line by $265
million from the proceeds of an unsecured debt offering for $220 million
completed on January 22, 2001, and from the proceeds from the sale of two
shopping centers to Columbia Regency Retail Partners, LLC ("Columbia") completed
on December 31, 2000. Regency currently owns 10% of Columbia with the remaining
90% owned by Columbia PERFCO Partners, L.P., an affiliate of Oregon Public
Employees Retirement Fund. Regency intends to sell three additional shopping
centers to Columbia during 2001 upon completion of development.
On December 15, 2000, Regency completed a $10 million unsecured debt
offering with an interest rate of 8.0%. The notes were priced at 99.375%, and
are due on December 15, 2010. On August 29, 2000, Regency completed a $150
million unsecured debt offering with an interest rate of 8.45%. The notes were
priced at 99.819%, and are due on September 1, 2010. On April 15, 1999, Regency
completed $250 million of unsecured debt offerings with interest rates of 7.4%
to 7.75% due April 1, 2009. The net proceeds of these offerings were used to
reduce the balance of the Line.
During 1999, Regency assumed debt with a fair value of $402.6 million
related to the acquisition of real estate, which included debt premiums of $4.1
million based upon the above market interest rates of the debt instruments. Debt
premiums are amortized over the terms of the related debt instruments.
In May and September 2000, Regency issued $70 million and $24 million of
8.75% Series E and Series F Cumulative Redeemable Preferred Units (the
"Preferred Units"), respectively. The issues were sold to institutional
investors in private placements for $100.00 per unit. The Preferred Units, which
may be called by the Partnership at par on or after May and September, 2005
respectively, have no stated maturity or mandatory redemption, and pay a
cumulative, quarterly dividend at an annualized rate of 8.75%. At any time after
10 years from the date of issuance, the Preferred Units may be exchanged for
8.75% Cumulative Redeemable Preferred Stock ("Preferred Stock") at an exchange
rate of one share for one unit. The Preferred Units and the related Preferred
Stock are not convertible into common stock of Regency. The net proceeds of
these offerings were used to reduce the Line. In 1999, Regency issued similar
preferred units in several series in the amount of $210 million with an average
fixed distribution rate of 8.93%. At December 31, 2000, the face value of total
preferred units issued was $384 million with an average fixed distribution rate
of 8.72% vs. $290 million with an average fixed distribution rate of 8.71% at
December 31, 1999.
24
As of December 31, 2000, scheduled principal repayments on notes payable
and the Line were as follows (in thousands):
Scheduled
Principal Term Loan Total
Scheduled Payments by Year Payments Maturities Payments
-------------------------- ------------ ----------- -------------
2001 $ 5,413 67,676 73,089
2002 (includes the Line) 4,719 510,084 514,803
2003 4,691 23,299 27,990
2004 5,066 199,897 204,963
2005 3,883 148,031 151,914
Beyond 5 Years 32,016 292,490 324,506
Unamortized debt premiums - 9,807 9,807
------------ ----------- -------------
Total $ 55,788 1,251,284 1,307,072
============ =========== =============
Unconsolidated partnerships and joint ventures had mortgage loans
payable of $14.3 million at December 31, 2000, and Regency's proportionate share
of these loans was $5.9 million.
Regency believes it qualifies and intends to qualify as a REIT under the
Internal Revenue Code. As a REIT, Regency is allowed to reduce taxable income by
all or a portion of its distributions to stockholders. As distributions have
exceeded taxable income, no provision for federal income taxes has been made.
While Regency intends to continue to pay dividends to its stockholders, it also
will reserve such amounts of cash flow as it considers necessary for the proper
maintenance and improvement of its real estate, while still maintaining its
qualification as a REIT.
Regency's real estate portfolio has grown substantially during 2000 as a
result of the development activity discussed above. Regency intends to continue
to acquire and develop shopping centers in the near future, and expects to meet
the related capital requirements from borrowings on the Line. Regency expects to
repay the Line from time to time from additional public and private equity or
debt offerings, such as those completed in previous years. Because acquisition
and development activities are discretionary in nature, they are not expected to
burden Regency's capital resources currently available for liquidity
requirements. Regency expects that cash provided by operating activities, unused
amounts available under the Line, and cash reserves are adequate to meet
liquidity requirements.
Results from Operations
Comparison 2000 to 1999
Revenues increased $59.7 million or 20% to $361.6 million in 2000. The
increase was due primarily to the Pacific acquisition which did not occur until
February 28, 1999, revenues from newly completed developments that only
partially operated during 1999, and from growth in rental rates and occupancy
levels at the operating properties. Minimum rent increased $38.2 million or 18%,
and recoveries from tenants increased $13.8 million or 25%. At December 31,
2000, Regency was operating or developing 242 shopping centers. Regency
identifies its shopping centers as either development properties or stabilized
properties. Development properties are defined as properties that are in the
construction and initial lease-up process that are not yet 93% leased and
occupied. Stabilized properties are all properties not identified as
development. At December 31, 2000, Regency had 194 stabilized shopping centers
that were 95.3% leased. At December 31, 1999, these properties were 94.2%
leased. In 2000, rental rates grew by 8% from renewal leases and new leases
replacing previously occupied spaces in the stabilized properties.
Service operations revenue includes fees earned in Regency's service
operations segment which includes property management and leasing commissions
earned from third parties, and development profits earned from the sale of
shopping centers, build to suit properties, and land to third parties. Service
operations revenue increased by $9.0 million to $27.2 million in 2000, or 49%.
The increase was primarily due to a $11.1 million increase in development
profits offset by a $2.1 million reduction in property management fees. During
2000 Regency continued to reduce the portfolio of properties managed for third
party owners.
Operating expenses increased $27.8 million or 20% to $163.6 million in
2000. Combined operating and maintenance, and real estate taxes increased $14.8
million or 22% during 2000 to $82.3 million. The increase was primarily due to
the Pacific acquisition, expenses incurred by newly completed developments that
only partially operated during 1999, and general increases in operating expenses
on the stabilized properties. General and administrative expenses were $19.9
million during 2000 vs. $19.3 million in 1999 or 3% higher as a result of
general salary and benefit increases, and new employees hired in 2000.
Depreciation and amortization increased $10.8 million during 2000 or 22%
primarily due to the Pacific acquisition and developments that only partially
operated during 1999.
25
Periodically, Regency identifies shopping centers that no longer meet
its long-term investment standards, such as expected growth in revenue or market
dominance. Once identified and marketed for sale, these properties are
segregated on the balance sheet as operating properties held for sale. Regency
also develops shopping centers and stand-alone retail stores for resale. Once
completed, these developments are also included in operating properties held for
sale. Operating properties held for sale are carried at the lower of cost or
fair value less estimated selling costs. Depreciation and amortization are
suspended during the period held for sale. During 2000 Regency entered into a
contract to sell seven shopping centers for $74.6 million and recorded a
provision for loss on operating properties held for sale of $13.0 million.
Interest expense increased to $72.0 million in 2000 from $60.1 million
in 1999 or 20%. The increase was primarily due to the assumption of debt from
the Pacific acquisition, and higher interest costs related to interest rate
increases on outstanding debt balances including the unsecured debt offerings
completed in 2000 and 1999.
Preferred unit distributions increased $17.2 million to $29.6 million
during 2000 as a result of the preferred units issued in 2000 and 1999. Average
fixed distribution rates of the preferred units were 8.72% at December 31, 2000
vs. 8.71% at December 31, 1999.
Net income for common stockholders was $84.8 million in 2000 vs. $87.6
million in 1999, or a 3% decrease. The decline was primarily a result of the
provision for loss on operating properties held for sale and increased preferred
unit distributions, net of the acquisition and development activity described
above. Diluted earnings per share was $1.49 in 2000 vs. $1.61 in 1999, or 7.5%
lower as a result of the decrease in net income.
Comparison 1999 to 1998
Revenues increased $158.6 million or 111% to $301.9 million in 1999. The
increase was due primarily to the Pacific and the 1998 Acquisitions providing
increases in revenues of $143.9 million during 1999. Minimum rent increased
$114.7 million or 111%, and recoveries from tenants increased $31.8 million or
132%. At December 31, 1999, Regency was operating or developing 216 shopping
centers of which 190 were stabilized properties. These stabilized properties
were 95% leased at December 31, 1999, and 93.6% leased at December 31, 1998. On
a same property basis (excluding Pacific, the 1998 Acquisitions, and four office
buildings sold during 1998) gross rental revenues increased $8.9 million or 8%,
primarily due to higher base rents. In 1999, rental rates grew by 7.8% from
renewal leases and new leases replacing previously occupied spaces in the
stabilized properties.
Service operations revenue increased by $6.3 million to $18.2 million in
1999, or 53%. The increase was primarily due to a $8.8 million increase in
development profits offset by a $2.5 million reduction in property management
fees. During 1999, Regency significantly reduced the portfolio of properties
managed on behalf of third party owners.
Operating expenses increased $64.9 million or 91% to $135.8 million in
1999. Combined operating and maintenance, and real estate taxes increased $36.6
million or 118% during 1999 to $67.5 million. The increases are due to Pacific
and the 1998 Acquisitions generating operating and maintenance expenses and real
estate tax increases of $35.9 million during 1999. On a same property basis,
operating and maintenance expenses and real estate taxes increased $879,000 or
3.4%. General and administrative expenses increased 32% during 1999 to $19.3
million due to the hiring of new employees and related office expenses necessary
to manage the shopping centers acquired during 1999 and 1998. Depreciation and
amortization increased $23.6 million during 1999 or 94% primarily due to Pacific
and the 1998 Acquisitions.
Interest expense increased to $60.1 million in 1999 from $28.8 million
in 1998 or 109% due to increased average outstanding loan balances related to
the financing of the 1998 Acquisitions on the Line, the assumption of debt from
the Pacific acquisition and the debt offerings completed in 1999.
Net income for common stockholders was $87.6 million in 1999 vs. $50.6
million in 1998, a $37 million or 73% increase primarily related to the
acquisition activity discussed. Diluted earnings per share was $1.61 in 1999 vs.
$1.75 in 1998 due to the increase in net income offset by the increase in
weighted average common shares primarily related to the acquisition of Pacific.
26
New Accounting Standards and Accounting Changes
The Financial Accounting Standards Board issued Statement of Financial
Accounting Standards No. 138, "Accounting for Certain Derivative Instruments and
Certain Hedging Activities, an Amendment to FASB Statement No. 133" ("FAS 138"),
which is effective for all fiscal quarters of all fiscal years beginning after
June 15, 2000. FAS 138 and FAS 133 establish accounting and reporting standards
for derivative instruments and hedging activities. FAS 138 and FAS 133 require
entities to recognize all derivatives as either assets or liabilities in the
balance sheet and measure those instruments at fair value. FAS 138 and FAS 133
will have no impact to the financial statements as Regency has no derivative
instruments.
Environmental Matters
Regency, like others in the commercial real estate industry, is subject
to numerous environmental laws and regulations. The operation of dry cleaning
plants at Regency's shopping centers is the principal environmental concern.
Regency believes that the tenants who operate these plants do so in accordance
with current laws and regulations and has established procedures to monitor
their operations. Additionally, Regency uses all legal means to cause tenants to
remove dry cleaning plants from its shopping centers. Where available, Regency
has applied and been accepted into state sponsored environmental programs.
Regency has a blanket environmental insurance policy that covers it against
third party liabilities and remediation costs on shopping centers that currently
have no known environmental contamination. Regency has also placed environmental
insurance on specific properties with known contamination in order to mitigate
its environmental risk. Management believes that the ultimate disposition of
currently known environmental matters will not have a material effect on the
financial position, liquidity, or operations of Regency.
Inflation
Inflation has remained relatively low during 2000 and 1999 and has had a
minimal impact on the operating performance of the shopping centers; however,
substantially all of Regency's long-term leases contain provisions designed to
mitigate the adverse impact of inflation. Such provisions include clauses
enabling Regency to receive percentage rentals based on tenants' gross sales,
which generally increase as prices rise, and/or escalation clauses, which
generally increase rental rates during the terms of the leases. Such escalation
clauses are often related to increases in the consumer price index or similar
inflation indices. In addition, many of Regency's leases are for terms of less
than ten years, which permits Regency to seek increased rents upon re-rental at
market rates. Most of Regency's leases require the tenants to pay their share of
operating expenses, including common area maintenance, real estate taxes,
insurance and utilities, thereby reducing Regency's exposure to increases in
costs and operating expenses resulting from inflation.
Item 7a. Quantitative and Qualitative Disclosures about Market Risk
Market Risk
Regency is exposed to interest rate changes primarily as a result of its
line of credit and long-term debt used to maintain liquidity and fund capital
expenditures and expansion of Regency's real estate investment portfolio and
operations. Regency's interest rate risk management objective is to limit the
impact of interest rate changes on earnings and cash flows and to lower its
overall borrowing costs. To achieve its objectives Regency borrows primarily at
fixed rates and may enter into derivative financial instruments such as interest
rate swaps, caps and treasury locks in order to mitigate its interest rate risk
on a related financial instrument. Regency has no plans to enter into derivative
or interest rate transactions for speculative purposes, and at December 31,
2000, Regency did not have any borrowings hedged with derivative financial
instruments.
Regency's interest rate risk is monitored using a variety of techniques.
The table below presents the principal amounts maturing (in thousands), weighted
average interest rates of remaining debt, and the fair value of total debt (in
thousands), by year of expected maturity to evaluate the expected cash flows and
sensitivity to interest rate changes.
27
Fair
2001 2002 2003 2004 2005 Thereafter Total Value
---- ---- ---- ---- ---- ---------- ----- -----
Fixed rate debt 42,450 48,803 17,990 204,963 151,914 324,505 790,625 800,433
Average interest rate for
all debt 7.92% 7.87% 7.84% 8.02% 8.19% 8.25% - -
Variable rate LIBOR debt 30,640 466,000 10,000 - - - 506,640 506,639
Average interest rate for
all debt 7.65% 7.75% - - - - - -
As the table incorporates only those exposures that exist as of December
31, 2000, it does not consider those exposures or positions, which could arise
after that date. Moreover, because firm commitments are not presented in the
table above, the information presented therein has limited predictive value. As
a result, Regency's ultimate realized gain or loss with respect to interest rate
fluctuations will depend on the exposures that arise during the period,
Regency's hedging strategies at that time, and interest rates.
Item 8. Consolidated Financial Statements and Supplementary Data
The Consolidated Financial Statements and supplementary data included in this
Report are listed in Part IV, Item 14(a).
Item 9. Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure
None.
28
PART III
Item 10. Directors and Executive Officers of the Registrant
Information concerning the directors of Regency is incorporated herein
by reference to Regency's definitive proxy statement to be filed with the
Securities and Exchange Commission within 120 days after the end of the fiscal
year covered by this Form 10-K with respect to its 2001 Annual Meeting of
Shareholders. The following provides information concerning the executive
officers of Regency.
MARTIN E. STEIN, JR. Mr. Stein, age 48, is Chairman of the Board and
Chief Executive Officer of Regency. He served as President of Regency from its
initial public offering in October 1993 until December 31, 1998. Mr. Stein also
served as President of Regency's predecessor real estate division since 1981,
and Vice President from 1976 to 1981. He is a director of Patriot Transportation
Holding, Inc., a publicly held transportation and real estate company, and Stein
Mart, Inc.
MARY LOU FIALA. Ms. Fiala, age 49, became President and Chief Operating
Officer of Regency in January 1999. Before joining Regency she was Managing
Director - Security Capital U.S. Realty Strategic Group from March 1997 to
January 1999. Ms. Fiala was Senior Vice President and Director of Stores, New
England - Macy's East/ Federated Department Stores from 1994 to March 1997.
From 1976 to 1994, Ms. Fiala held various merchandising and store operations
positions with Macy's/Federated Department Stores.
BRUCE M. JOHNSON Mr. Johnson, age 53, has been Managing Director and
Chief Financial Officer of Regency since its initial public offering in October
1993. Mr. Johnson also served as Executive Vice President of Regency's
predecessor real estate division since 1979.
Item 11. Executive Compensation
Incorporated herein by reference to Regency's definitive proxy statement
to be filed with the Securities and Exchange Commission within 120 days after
the end of the fiscal year covered by this Form 10-K with respect to its 2001
Annual Meeting of Shareholders.
Item 12. Security Ownership of Certain Beneficial Owners and Management
Incorporated herein by reference to Regency's definitive proxy statement
to be filed with the Securities and Exchange Commission within 120 days after
the end of the fiscal year covered by this Form 10-K with respect to its 2001
Annual Meeting of Shareholders.
Item 13. Certain Relationships and Related Transactions
Incorporated herein by reference to Regency's definitive proxy statement
to be filed with the Securities and Exchange Commission within 120 days after
the end of the fiscal year covered by this Form 10-K with respect to its 2001
Annual Meeting of Shareholders.
29
PART IV
Item 14. Exhibits, Financial Statement Schedules, and Reports on Form 8-K
(a) Financial Statements and Financial Statement Schedules:
Regency's 2000 financial statements and financial statement schedule,
together with the report of KPMG LLP are listed on the index immediately
preceding the financial statements at the end of this report.
(b) Reports on Form 8-K:
None
(c) Exhibits:
2. Agreement and Plan of Merger dated as of September 23, 1998 between
Regency Centers Corporation and Pacific Retail Trust (incorporated by
reference to Exhibit 2.1 to the registration statement on Form S-4 of
Regency Centers Corporation, No. 333-65491)
3. Articles of Incorporation and Bylaws
(i) Restated Articles of Incorporation of Regency Centers
Corporation as amended to date.
(ii) Restated Bylaws of Regency Centers Corporation,
(incorporated by reference to Exhibit 10 of the Company's
Form 10-Q filed November 7, 2000).
4. (a) See exhibits 3(i) and 3(ii) for provisions of the Articles of
Incorporation and Bylaws of Regency Centers Corporation defining
rights of security holders.
(b) Indenture dated July 20, 1998 between Regency Centers, L.P., the
guarantors name dtherein and First Union National Bank, as
trustee (incorporated by reference to Exhibit 4.1 to the
registration statement on Form S-4 of Regency Centers, L.P., No.
333-63723).
(c) Indenture dated March 9, 1999 between Regency Centers, L.P., the
guarantors named therein and First Union National Bank, as
trustee (incorporated by reference to Exhibit 4.1 to the
registration statement on Form S-3 of Regency Centers, L.P., No.
333-72899)
10. Material Contracts
~(a) Regency Centers Corporation 1993 Long Term Omnibus
Plan, as amended.
~*(b) Form of Stock Purchase Award Agreement
~*(c) Form of Management Stock Pledge Agreement, relating to
the Stock Purchase Award Agreement filed as Exhibit 10
(b)
~*(d) Form of Promissory Note, relating to the Stock Purchase
Award Agreement filed as Exhibit 10(b)
~*(e) Form of Option Award Agreement for Key Employees
~*(f) Form of Option Award Agreement for Non-Employee
Directors
~*(g) Annual Incentive for Management Plan
~*(h) Form of Director/Officer Indemnification Agreement
- --------------------------
~ Management contract or compensatory plan or arrangement filed pursuant
to S-K 601(10)(iii)(A).
* Included as an exhibit to Pre-effective Amendment No. 2 to the Company's
registration statement on Form S-11 filed October 5, 1993 (33-67258),
and incorporated herein by reference
30
~*(i) Form of Non-Competition Agreement between Regency Centers
Corporation and Joan W. Stein, Robert L. Stein, Richard
W. Stein, the Martin E. Stein Testamentary Trust A and
the Martin E. Stein Testamentary Trust B.
(j) The following documents relating to the purchase by
Security Capital U.S. Realty and Security Capital
Holdings, S.A. of up to 45% of the Registrant's
outstanding common stock:
++ (i) Stock Purchase Agreement dated June 11, 1996.
++ (ii) Stockholders' Agreement dated July 10, 1996.
(A) First Amendment of Stockholders' Agreement
dated February 10, 1997 (incorporated by
reference to the Company's Form 8-K report
filed March 14, 1997)
(B) Amendment No. 2 to Stockholders' Agreement
dated December 4, 1997 (incorporated by
reference to Exhibit 6.2 to Schedule 13D/A
filed by Security Capital U.S. Realty on
December 11, 1997)
- ------------------------
~ Management contract or compensatory plan or arrangement filed
pursuant to S-K 601(10)(iii)(A).
* Included as an exhibit to Pre-effective Amendment No. 2 to the
Company's registration statement on Form S-11 filed October 5, 1993
(33-67258), and incorporated herein by reference
++ Filed as appendices to the Company's definitive proxy statement dated
August 2, 1996 and incorporated herein by reference.
31
(C) Amendment No. 3 to Stockholders Agreement dated September 23, 1998
(incorporated by reference to Exhibit 8.2 to Schedule 13D/A filed by
Security Capital U.S. Realty on October 2, 1998)
++ (iii) Registration Rights Agreement dated July 10, 1996.
(k) Stock Grant Plan adopted on January 31, 1994 to grant
stock to employees (incorporated by reference to the
Company's Form 10-Q filed May 12, 1994).
~@ (l) Criteria for Restricted Stock Awards under 1993 Long
Term Omnibus Plan.
~@ (m) Form of 1996 Stock Purchase Award Agreement.
@ (n) Form of 1996 Management Stock Pledge Agreement relating to
the Stock Purchase Award Agreement filed as Exhibit 10(o).
~@ (o) Form of Promissory Note relating to 1996 Stock Purchase
Award Agreement filed as Exhibit 10(o).
(p) Third Amended and Restated Agreement of Limited
Partnership of Regency Centers, L.P., as amended.
(q) Second Amended and Restated Credit Agreement dated as of
July 21, 2000 by and among Regency Centers, L.P., a
Delaware limited partnership (the "Borrower"), Regency
Realty Corporation, a Florida corporation (the "Parent"),
each of the financial institutions initially a signatory
hereto together with their assignees, (the "Lenders"), and
Wells Fargo Bank, National Association, as contractual
representative of the Lenders to the extent and in the
manner provided, (incorporated by reference to Exhibit 10
of the Company's Form 10-Q filed November 7, 2000).
~(r) Change of Control Agreement dated as of June 1, 2000 by
and between REGENCY REALTY CORPORATION, a Florida
corporation (the "Company") and Mary Lou Fiala and
Bruce M. Johnson
21. Subsidiaries of the Registrant
23. Consent of KPMG LLP
- --------------------------
~ Management contract or compensatory plan or arrangement filed pursuant
to S-K 601(10)(iii)(A).
++ Filed as appendices to the Company's definitive proxy statement dated
August 2, 1996 and incorporated herein by reference.
@ Filed as an exhibit to the Company's Form 10-K filed March 25, 1997 and
incorporated herein by reference.
32
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.
REGENCY REALTY CORPORATION
Date: March 16, 2001 By: /s/ Martin E. Stein, Jr.
------------------------
Martin E Stein, Jr., Chairman of the Board
and Chief Executive Officer
Date: March 16, 2001 By: /s/ Bruce M. Johnson
--------------------
Bruce M. Johnson, Managing Director and
Principal Financial Officer
Date: March 16, 2001 By: /s/ J. Christian Leavitt
------------------------
J. Christian Leavitt, Senior Vice
President,Finance and Principal
Accounting Officer
Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the dates indicated:
Date: March 16, 2001 /s/ Martin E. Stein, Jr.
------------------------
Martin E. Stein, Jr., Chairman of the Board
and Chief Executive Officer
Date: March 16, 2001
/s/ Mary Lou Fiala
Mary Lou Rogers, President, Chief Operating
Officer and Director
Date: March 16, 2001 /s/ Raymond L. Bank
-------------------
Raymond L. Bank, Director
Date: March 16, 2001 /s/ C. Ronald Blankenship
-------------------------
C. Ronald Blankenship, Director
Date: March 16, 2001 /s/ A. R. Carpenter
-------------------
A. R. Carpenter, Director
Date: March 16, 2001 /s/ J. Dix Druce, Jr.
---------------------
J. Dix Druce, Jr., Director
Date: March 16, 2001 /s/ John T. Kelley
------------------
John T. Kelley, Director
Date: March 16, 2001 /s/ Douglas S. Luke
-------------------
Douglas S. Luke, Director
Date: March 16, 2001 /s/ John C. Schweitzer
----------------------
John C. Schweitzer, Director
Date: March 16, 2001 /s/ Thomas G. Wattles
---------------------
Thomas G. Wattles, Director
Date: March 16, 2001 /s/ Terry N. Worrell
--------------------
Terry N. Worrell, Director
33
REGENCY CENTERS CORPORATION
INDEX TO FINANCIAL STATEMENTS
Regency Centers Corporation
Independent Auditors' Report F-2
Consolidated Balance Sheets as of December 31, 2000 and 1999 F-3
Consolidated Statements of Operations for the years ended
December 31, 2000, 1999, and 1998 F-4
Consolidated Statements of Stockholders' Equity for the years
ended December 31, 2000, 1999 and 1998 F-5
Consolidated Statements of Cash Flows for the years ended
December 31, 2000, 1999, and 1998 F-7
Notes to Consolidated Financial Statements F-9
Financial Statement Schedule
Independent Auditors' Report on Financial Statement Schedule S-1
Schedule III - Regency Centers Corporation Combined Real Estate and
Accumulated Depreciation - December 31, 2000 S-2
All other schedules are omitted because they are not applicable or because
information required therein is shown in the consolidated financial statements
or notes thereto.
F-1
Independent Auditors' Report
The Shareholders and Board of Directors
Regency Centers Corporation:
We have audited the accompanying consolidated balance sheets of Regency Centers
Corporation as of December 31, 2000 and 1999, and the related consolidated
statements of operations, stockholders' equity, and cash flows for each of the
years in the three-year period ended December 31, 2000. These consolidated
financial statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these consolidated financial
statements based on our audits.
We conducted our audits in accordance with auditing standards generally accepted
in the United States of America. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the financial position of Regency Centers
Corporation as of December 31, 2000 and 1999, and the results of their
operations and their cash flows for each of the years in the three-year period
ended December 31, 2000 in conformity with accounting principles generally
accepted in the United States of America.
KPMG LLP
Jacksonville, Florida
January 30, 2001
F-2
REGENCY CENTERS CORPORATION
Consolidated Balance Sheets
December 31, 2000 and 1999
2000 1999
------ ------
Assets
Real estate investments (notes 2, 5 and 9):
Land $ 564,089,984 567,673,872
Buildings and improvements 1,813,554,881 1,834,279,432
---------------- ----------------
2,377,644,865 2,401,953,304
Less: accumulated depreciation 147,053,900 104,467,176
---------------- ----------------
2,230,590,965 2,297,486,128
Properties in development 296,632,730 167,300,893
Operating properties held for sale 184,150,762 -
Investments in real estate partnerships (note 4) 85,198,279 66,938,784
---------------- ----------------
Net real estate investments 2,796,572,736 2,531,725,805
Cash and cash equivalents 100,987,895 54,117,443
Notes receivable 66,423,893 15,673,125
Tenant receivables, net of allowance for uncollectible accounts of
$4,414,085 and $1,883,547 at December 31, 2000 and 1999, respectively 39,407,777 33,515,040
Deferred costs, less accumulated amortization of $13,910,018 and
$8,802,559 at December 31, 2000 and 1999, respectively 21,317,141 12,530,546
Other assets 10,434,298 7,374,019
---------------- ----------------
$ 3,035,143,740 2,654,935,978
================ ================
Liabilities and Stockholders' Equity
Liabilities:
Notes payable (note 5) $ 841,072,156 764,787,207
Unsecured line of credit (note 5) 466,000,000 247,179,310
Accounts payable and other liabilities 75,460,304 48,886,111
Tenants' security and escrow deposits 8,262,885 7,952,707
---------------- ----------------
Total liabilities 1,390,795,345 1,068,805,335
---------------- ----------------
Preferred units (note 6) 375,407,777 283,816,274
Exchangeable operating partnership units 34,899,813 44,589,873
Limited partners' interest in consolidated partnerships 8,625,839 10,475,321
---------------- ----------------
Total minority interest 418,933,429 338,881,468
---------------- ----------------
Stockholders' equity (notes 6, 7 and 8):
Cumulative convertible preferred stock Series 1 and paid in capital $.01
par value per share: 542,532 shares authorized; 537,107 issued and
outstanding at December 31, 1999; liquidation preference $20.83 per share - 12,528,032
Cumulative convertible preferred stock Series 2 and paid in capital $.01
par value per share: 1,502,532 shares authorized;
1,487,507 and 950,400 shares issued and outstanding at
December 31, 2000 and 1999, respectively;
liquidation preference $20.83 per share 34,696,112 22,168,080
Common stock $.01 par value per share: 150,000,000 shares
authorized; 60,234,925 and 59,639,536 shares issued
at December 31, 2000 and 1999, respectively 602,349 596,395
Treasury stock; 3,336,754 and 2,715,851 shares held at December 31, 2000
and 1999, respectively, at cost (66,957,282) (54,536,612)
Additonal paid in capital 1,317,668,173 1,304,257,610
Distributions in excess of net income (51,064,870) (26,779,538)
Stock loans (9,529,516) (10,984,792)
---------------- ----------------
Total stockholders' equity 1,225,414,966 1,247,249,175
---------------- ----------------
Commitments and contingencies (notes 9 and 10)
$ 3,035,143,740 2,654,935,978
================ ================
See accompanying notes to consolidated financial statements
F-3
REGENCY CENTERS CORPORATION
Consolidated Statements of Operations
For the Years ended December 31, 2000, 1999 and 1998
2000 1999 1998
------ ------ ------
Revenues:
Minimum rent (note 9) $ 256,279,019 218,039,441 103,365,322
Percentage rent 5,231,517 5,000,272 3,012,105
Recoveries from tenants 69,707,918 55,919,788 24,109,519
Service operations revenue 27,226,411 18,239,486 11,862,784
Equity in income of investments in
real estate partnerships 3,138,553 4,687,944 946,271
----------------- ------------------ -----------------
Total revenues 361,583,418 301,886,931 143,296,001
----------------- ------------------ -----------------
Operating expenses:
Depreciation and amortization 59,430,262 48,611,519 25,046,001
Operating and maintenance 47,297,799 39,204,109 18,455,672
General and administrative 19,932,609 19,274,225 14,564,148
Real estate taxes 34,998,404 28,253,961 12,388,521
Other expenses 1,936,686 472,526 500,000
----------------- ------------------ -----------------
Total operating expenses 163,595,760 135,816,340 70,954,342
----------------- ------------------ -----------------
Interest expense (income):
Interest expense 71,970,783 60,067,007 28,786,431
Interest income (4,807,711) (2,196,954) (1,957,575)
----------------- ------------------ -----------------
Net interest expense 67,163,072 57,870,053 26,828,856
----------------- ------------------ -----------------
Income before minority interests, gain and
provision on real estate investments 130,824,586 108,200,538 45,512,803
Gain (loss) on sale of operating properties 4,506,982 (232,989) 10,725,975
Provison for loss on operating properties held for sale (12,995,412) - -
----------------- ------------------ -----------------
Income before minority interests 122,336,156 107,967,549 56,238,778
Minority interest preferred unit distributions (29,601,184) (12,368,403) (3,358,333)
Minority interest of exchangeable partnership units (2,492,419) (2,897,778) (1,826,273)
Minority interest of limited partners (2,631,721) (2,855,404) (464,098)
----------------- ------------------ -----------------
Net income 87,610,832 89,845,964 50,590,074
Preferred stock dividends (2,817,228) (2,244,593) -
----------------- ------------------ -----------------
Net income for common stockholders $ 84,793,604 87,601,371 50,590,074
================= ================== =================
Net income per share (note 7):
Basic $ 1.49 1.61 1.80
================= ================== =================
Diluted $ 1.49 1.61 1.75
================= ================== =================
See accompanying notes to consolidated financial statements
F-4
REGENCY CENTERS CORPORATION
Consolidated Statements of Stockholders' Equity
For the Years ended December 31, 2000, 1999 and 1998
Class B
Series 1 Series 2 Common Common Treasury
Preferred Stock Preferred Stock Stock Stock Stock
--------------- ---------------- ------------- ------------ -----------
Balance at
December 31, 1997 $ - - 239,920 25,000 -
Common stock issued to
SCG (note 6) - - 4,358 - -
Common stock issued as
compensation, purchased by
directors or officers, or issued
under stock options - - 4,208 - -
Common stock issued for
partnership units redeemed - - 752 - -
Common stock issued to
acquire real estate (note 2) - - 5,651 - -
Reallocation of minority interest - - - - -
Partial forgiveness or
repayment of stock loans - - - - -
Cash dividends declared:1
Common stock, $1.76 per share - - - - -
Net income - - - - -
----------------- -------------- -------------- -------------- ----------
Balance at
December 31, 1998 $ - - 254,889 25,000 -
Common stock issued as
compensation, purchased by
directors or officers, or issued
under stock options - - 2,499 - -
Common stock issued or cancelled
under stock loans - - (528) - -
Common stock issued for
partnership units redeemed - - 3,961 - -
Common stock issued for
Class B conversion (note 6) - - 29,755 (25,000) -
Preferred stock issued to
acquire Pacific (note 6) 12,654,570 22,392,000 - - -
Common stock issued to
acquire Pacific (notes 2 and 6) - - 305,669 - -
Common stock issued for
preferred stock conversion (note 6) (126,538) (223,920) 150 - -
Repurchase of common stock (note 6) - - - - (54,536,612)
Cash dividends declared:
Common stock, ($1.84 per share)
and preferred stock - - - - -
Net income - - - - -
--------------- -------------- ------------- -------------- -----------
Balance at
December 31, 1999 $ 12,528,032 22,168,080 596,395 - (54,536,612)
Common stock issued as
compensation or purchased by
directors or officers, or issued
under stock options - - 2,226 - -
Common stock cancelled
under stock loans - - (445) - (1,332,251)
Common stock issued for
partnership units redeemed - - 4,138 - -
Common stock issued to
acquire real estate - - 35 - -
Preferred stock conversion (note 6) (12,528,032) 12,528,032
Reallocation of minority interest - - - -
Repurchase of common stock (note 6) - - - - (11,088,419)
Cash dividends declared:
Common stock, ($1.92 per share)
and preferred stock - - - - -
Net income - - - - -
--------------- --------------- --------------- -------------- -----------
Balance at
December 31, 2000 $ - 34,696,112 602,349 - (66,957,282)
=============== ================ =============== ============= ============
See accompanying notes to consolidated financial statements
F-5
REGENCY CENTERS CORPORATION
Consolidated Statements of Stockholders' Equity
For the Years ended December 31, 2000, 1999 and 1998
Additional Distributions Total
Paid In in Exess of Stock Stockholders'
Capital Net Income Loans Equity
--------------- -------------- ------------ -----------------
Balance at
December 31, 1997 535,498,878 (20,494,893) (1,642,252) 513,626,653
Common stock issued to
SCG (note 6) 9,637,208 - - 9,641,566
Common stock issued as
compensation, purchased by
directors or officers, or issued
under stock options 10,746,701 - (7,409,151) 3,341,758
Common stock issued for
partnership units redeemed 1,670,631 - - 1,671,383
Common stock issued to
acquire real estate (note 2) 14,263,472 - - 14,269,123
Reallocation of minority interest 6,649,818 - - 6,649,818
Partial forgiveness or
repayment of stock loans - - 442,013 442,013
Cash dividends declared:
Common stock, $1.76 per share - (49,490,925) - (49,490,925)
Net income - 50,590,074 - 50,590,074
--------------- --------------- -------------- -----------------
Balance at
December 31, 1998 578,466,708 (19,395,744) (8,609,390) 550,741,463
Common stock issued as
compensation, purchased by
directors or officers, or issued
under stock options 3,731,625 - - 3,734,124
Common stock issued or cancelled
under stock loans (1,312,203) - 1,623,552 310,821
Common stock issued for
partnership units redeemed 7,591,712 - - 7,595,673
Common stock issued for
Class B conversion (note 6) (4,755) - - -
Preferred stock issued to
acquire Pacific (note 6) - - - 35,046,570
Common stock issued to
acquire Pacific (notes 2 and 6) 715,434,215 - (3,998,954) 711,740,930
Common stock issued for
preferred stock conversion (note 6) 350,308 - - -
Repurchase of common stock (note 6) - - - (54,536,612)
Cash dividends declared:
Common stock, ($1.84 per share)
and preferred stock - (97,229,758) - (97,229,758)
Net income - 89,845,964 - 89,845,964
--------------- ---------------- ------------- ---------------
Balance at
December 31, 1999 1,304,257,610 (26,779,538) (10,984,792) 1,247,249,175
Common stock issued as
compensation or purchased by
directors or officers, or issued
under stock options 4,791,861 - - 4,794,087
Common stock cancelled
under stock loans (192,818) - 1,455,276 (70,238)
Common stock issued for
partnership units redeemed 9,807,737 - - 9,811,875
Common stock issued to
acquire real estate 88,889 - - 88,924
Preferred stock conversion (note 6)
Reallocation of minority interest (1,085,106) - - (1,085,106)
Repurchase of common stock (note 6) - - - (11,088,419)
Cash dividends declared:
Common stock, ($1.92 per share)
and preferred stock - (111,896,164) - (111,896,164)
Net income - 87,610,832 - 87,610,832
------------- --------------- -------------- ---------------
Balance at
December 31, 2000 1,317,668,173 (51,064,870) (9,529,516) 1,225,414,966
============= ============== ============== ===============
See accompanying notes to consolidated financial statements
F-6
REGENCY CENTERS CORPORATION
Consolidated Statements of Cash Flows
For the Years ended December 31, 2000, 1999 and 1998
2000 1999 1998
------ ------- -------
Cash flows from operating activities:
Net income $ 87,610,832 89,845,964 50,590,074
Adjustments to reconcile net income to net
cash provided by operating activities:
Depreciation and amortization 59,430,262 48,611,519 25,046,001
Deferred loan cost and debt premium amortization 609,107 556,100 (822,276)
Stock based compensation 4,719,212 2,411,907 2,422,547
Minority interest preferred unit distribution 29,601,184 12,368,403 3,358,333
Minority interest of exchangeable operating partnership units 2,492,419 2,897,778 1,826,273
Minority interest of limited partners 2,631,721 2,855,404 464,098
Equity in income of investments in real estate partnerships (3,138,553) (4,687,944) (946,271)
(Gain) loss on sale of operating properties (4,506,982) 232,989 (10,725,975)
Provision for loss on operating properties held for sale 12,995,412 - -
Changes in assets and liabilities:
Tenant receivables (4,170,897) (12,342,419) (5,143,938)
Deferred leasing costs (10,454,805) (5,025,687) (2,337,253)
Other assets (4,732,220) 74,863 (4,059,535)
Tenants' security and escrow deposits 248,331 1,238,955 517,396
Accounts payable and other liabilities 5,196,868 12,264,438 4,811,991
-------------- -------------- ---------------
Net cash provided by operating activities 178,531,891 151,302,270 65,001,465
-------------- -------------- ---------------
Cash flows from investing activities:
Acquisition and development of real estate, net (304,223,421) (161,372,019) (230,045,015)
Acquisition of Pacific, net of cash acquired - (9,046,230) -
Acquistion of partners' interest in investments
in real estate partnerships, net of cash acquired (1,402,371) - -
Investment in real estate partnerships (71,391,125) (30,752,019) (29,068,392)
Capital improvements (19,134,500) (21,535,961) (8,325,492)
Proceeds from sale of operating properties 42,104,610 5,389,760 30,662,197
Repayment of notes receivable 15,673,125 - -
Distributions received from investments in real estate partnerships 3,109,586 704,474 383,853
-------------- -------------- ---------------
Net cash used in investing activities (335,264,096) (216,611,995) (236,392,849)
-------------- -------------- ---------------
Cash flows from financing activities:
Net proceeds from common stock issuance 25,276 223,375 10,225,529
Repurchase of common stock (11,088,419) (54,536,612) -
Proceeds from issuance of exchangeable operating partnership units - - 7,694
Redemption of exchangeable operating partnership units (1,435,694) (1,620,939) -
Purchase of limited partner's interest in consolidated partnership (2,925,158) (633,673) -
Contributions from limited partners in consolidated partnerships - - 4,289,995
Net distributions to limited partners in consolidated partnerships (2,139,886) (1,071,831) (672,656)
Distributions to exchangeable operating partnership unit holders (3,652,033) (3,534,515) (2,023,132)
Distributions to preferred unit holders (29,601,184) (12,368,403) (3,358,333)
Dividends paid to common stockholders (109,078,935) (94,985,165) (49,490,925)
Dividends paid to preferred stockholders (2,817,228) (2,244,593) -
Net proceeds from fixed rate unsecured notes 159,728,500 249,845,300 99,758,000
Net proceeds from issuance of preferred units 91,591,503 205,016,274 78,800,000
Proceeds (repayment) of unsecured line of credit, net 218,820,690 (142,051,875) 69,500,000
Proceeds from notes payable 18,153,368 445,207 7,345,000
Repayment of notes payable (112,669,554) (32,534,707) (33,988,244)
Scheduled principal payments (6,230,191) (6,085,360) (3,366,124)
Deferred loan costs (3,078,398) (4,355,008) (2,301,821)
-------------- -------------- ---------------
Net cash provided by financing activities 203,602,657 99,507,475 174,724,983
-------------- -------------- ---------------
Net increase in cash and cash equivalents 46,870,452 34,197,750 3,333,599
Cash and cash equivalents at beginning of period 54,117,443 19,919,693 16,586,094
-------------- -------------- ---------------
Cash and cash equivalents at end of period $ 100,987,895 54,117,443 19,919,693
============== ============== ===============
See accompanying notes to consolidated financial statements
F-7
REGENCY CENTERS CORPORATION
Consolidated Statements of Cash Flows
For the Years Ended December 31, 2000, 1999 and 1998
(continued)
2000 1999 1998
------ ------ ------
Supplemental disclosure of cash flow information -
cash paid for interest (net of capitalized interest of
approximately $14,553,000, $11,029,000 and $3,417,000 in
2000, 1999 and 1998, respectively) $ 66,261,518 52,914,976 24,693,895
============== ============== ===============
Supplemental disclosure of non-cash transactions:
Mortgage loans assumed for the acquisition of Pacific and real estate $ 19,947,565 402,582,015 132,832,342
============== ============== ===============
Common stock and exchangeable operating partnership units issued
for investments in real estate partnerships $ 329,948 1,949,020 -
============== ============== ===============
Common stock and exchangeable operating partnership units
issued for the acquisition of partners' interest in investments
in real estate partnerships $ 1,287,111 - -
============== ============== ===============
Preferred and common stock and exchangeable operating partnership
units issued for the acquisition of Pacific and real estate $ 103,885 771,351,617 37,023,849
============== ============== ===============
Other liabilities assumed to acquire Pacific $ - 13,897,643 -
============== ============== ===============
Notes receivable taken in connection with sales of development properties $ 66,423,893 15,673,125 -
============== ============== ===============
See accompanying notes to consolidated financial statements
F-8
REGENCY CENTERS CORPORATION
Notes to Consolidated Financial Statements
December 31, 2000
1. Summary of Significant Accounting Policies
(a) Organization and Principles of Consolidation
The accompanying consolidated financial statements include the
accounts of Regency Centers Corporation, its wholly owned qualified
REIT subsidiaries, and its majority owned or controlled subsidiaries
and partnerships (the "Company" or "Regency"). All significant
intercompany balances and transactions have been eliminated in the
consolidated financial statements. The Company owns approximately 98%
of the outstanding common units of Regency Centers, L.P., ("RCLP" or
the "Partnership") and partnership interests ranging from 50.01% to
55% in majority owned real estate partnerships (the "Majority
Partnerships"). The equity interests of third parties held by RCLP
and the Majority Partnerships are included in the consolidated
financial statements as preferred or exchangeable operating
partnership units ("Units") and limited partners' interest in
consolidated partnerships. The Company is a qualified real estate
investment trust ("REIT") which began operations in 1993 as Regency
Realty Corporation. In February 2001, the Company changed its name to
Regency Centers Corporation.
(b) Revenues
The Company leases space to tenants under agreements with varying
terms. Leases are accounted for as operating leases with minimum rent
recognized on a straight-line basis over the term of the lease
regardless of when payments are due. Accrued rents are included in
tenant receivables. Minimum rent has been adjusted to reflect the
effects of recognizing rent on a straight-line basis.
Substantially all of the lease agreements contain provisions which
provide additional rents based on tenants' sales volume (contingent
or percentage rent) or reimbursement of the tenants' share of real
estate taxes and certain common area maintenance (CAM) costs. These
additional rents are recognized as the tenants achieve the specified
targets as defined in the lease agreements.
Service operations revenue includes property management fees and
leasing commissions earned from third parties, and development
profits from the sale of shopping centers, build to suit properties,
and land to third parties.
F-9
REGENCY CENTERS CORPORATION
Notes to Consolidated Financial Statements
December 31, 2000
(c) Real Estate Investments
Land, buildings and improvements are recorded at cost. All direct and
indirect costs clearly associated with the acquisition, development
and construction of real estate projects are capitalized as buildings
and improvements.
Maintenance and repairs which do not improve or extend the useful
lives of the respective assets are reflected in operating and
maintenance expense. The property cost includes the capitalization of
interest expense incurred during construction based on average
outstanding expenditures.
Depreciation is computed using the straight line method over
estimated useful lives of up to forty years for buildings and
improvements, term of lease for tenant improvements, and three to
seven years for furniture and equipment.
Operating properties held for sale include properties that no longer
meet the Company's long-term investment standards such as expected
growth in revenue or market dominance. Once identified and marketed
for sale, these properties are segregated on the balance sheet as
operating properties held for sale. The Company also develops
shopping centers and stand-alone retail stores for resale. Once
completed, these developments are also included in operating
properties held for sale. Operating properties held for sale are
carried at the lower of cost or fair value less estimated selling
costs. Depreciation and amortization are suspended during the period
held for sale. At December 31, 2000, the Company had seven properties
under contract for sale for $74.6 million, and recorded a provision
for loss on the sale of $13.0 million. The results of operations from
these seven properties was $6.8 million for the year ended December
31, 2000.
The Company reviews its real estate investments for impairment
whenever events or changes in circumstances indicate that the
carrying amount of an asset may not be recoverable.
(d) Income Taxes
The Company believes it qualifies and intends to continue to qualify
as a REIT under the Internal Revenue Code (the "Code"). As a REIT,
the Company is allowed to reduce taxable income by all or a portion
of its distributions to stockholders. As distributions have exceeded
taxable income, no provision for federal income taxes has been made
in the accompanying consolidated financial statements.
Earnings and profits, which determine the taxability of dividends to
stockholders, differ from net income reported for financial reporting
purposes primarily because of different depreciable lives and cost
bases of the shopping centers, and other timing differences.
F-10
REGENCY CENTERS CORPORATION
Notes to Consolidated Financial Statements
December 31, 2000
(d) Income Taxes (continued)
In July 2000, two subsidiaries of the Company, Regency Realty Group,
Inc., ("RRG") and PRT Development Corporation ("PRTDC") merged with
RRG being the surviving entity. RRG is subject to federal and state
income taxes and files separate tax returns. RRG, including
historical amounts of PRTDC, had taxable income of $2,245,101,
$5,029,438, and $774,756 for the years ended December 31, 2000, 1999
and 1998, respectively. RRG incurred federal and state income tax of
$890,318, $2,011,629 and $223,657 in 2000, 1999 and 1998,
respectively.
The Company and RRG plan to jointly elect for RRG to be treated as a
Taxable REIT Subsidiary of the Company as such term is defined in
Section 856(l) of the Code. Such election, if made, will be effective
for the tax year beginning January 1, 2001, and is not expected to
impact the tax treatment of either the Company or RRG.
At December 31, 2000 and 1999, the net book basis of real estate
assets exceeds the tax basis by approximately $170 million and $197
million, respectively, primarily due to the difference between the
cost basis of the assets acquired and their carryover basis recorded
for tax purposes.
The following summarizes the tax status of dividends paid during the
years ended December 31 (unaudited):
2000 1999 1998
---- ---- ----
Dividend per share $ 1.92 1.84 1.76
Ordinary income 82% 75% 71%
Capital gain 5% 2% 2%
Return of capital 11% 23% 27%
Unrecaptured Section
1250 gain 2% - -
(e) Deferred Costs
Deferred costs include deferred leasing costs and deferred loan
costs, net of amortization. Such costs are amortized over the periods
through lease expiration or loan maturity. Deferred leasing costs
consist of internal and external commissions associated with leasing
the Company's shopping centers. Deferred leasing costs were $15.3
million and $7.1 million at December 31, 2000 and 1999, respectively.
Deferred loan costs consists of initial direct and incremental costs
associated with financing activities. Deferred loan costs were $6.0
million and $5.4 million at December 31, 2000 and 1999, respectively.
F-11
REGENCY CENTERS CORPORATION
Notes to Consolidated Financial Statements
December 31, 2000
(f) Earnings Per Share
Basic net income per share of common stock is computed based upon the
weighted average number of common shares outstanding during the year.
Diluted net income per share also includes common share equivalents
for stock options, exchangeable operating partnership units,
preferred stock, and Class B common stock when dilutive. See note 7
for the calculation of earnings per share.
(g) Cash and Cash Equivalents
Any instruments which have an original maturity of ninety days or
less when purchased are considered cash equivalents.
(h) Estimates
The preparation of financial statements in conformity with accounting
principles generally accepted in the United States of America
requires the Company's management to make estimates and assumptions
that affect the reported amounts of assets and liabilities, and
disclosure of contingent assets and liabilities, at the date of the
financial statements and the reported amounts of revenues and
expenses during the reporting period. Actual results could differ
from those estimates.
(i) Stock Option Plan
The Company applies the provisions of SFAS No. 123, "Accounting for
Stock Based Compensation", which allows companies a choice in the
method of accounting for stock options. Entities may recognize as
expense over the vesting period the fair value of all stock-based
awards on the date of grant or continue to apply the provisions of
APB Opinion No. 25 and provide pro forma net income and pro forma
earnings per share disclosures for employee stock option grants made
as if the fair-value-based method defined in SFAS No. 123 had been
applied. APB Opinion No. 25 "Accounting for Stock Issued to
Employees" and related interpretations state that compensation
expense would be recorded on the date of grant only if the current
market price of the underlying stock exceeded the exercise price. The
Company has elected to continue to apply the provisions of APB
Opinion No. 25 and provide the pro forma disclosure provisions of
SFAS No. 123.
(j) Reclassifications
Certain reclassifications have been made to the 1999 amounts to
conform to classifications adopted in 2000.
F-12
REGENCY CENTERS CORPORATION
Notes to Consolidated Financial Statements
December 31, 2000
2. Acquisitions of Shopping Centers
On August 3, 2000, the Company acquired the non-owned portion of two
properties in one joint venture for $2.5 million in cash. The net assets
of the joint venture were and continue to be consolidated by the Company.
Prior to acquiring the non-owned portion, the joint venture partner's
interest was reflected as limited partners' interest in consolidated
partnerships in the Company's financial statements.
On February 28, 1999, the Company acquired Pacific Retail Trust
("Pacific") for approximately $1.157 billion. The operating results of
Pacific are included in the Company's consolidated financial statements
from the date each property was acquired. The following unaudited pro
forma information presents the consolidated results of operations as if
the acquisition of Pacific had occurred on January 1, 1999. Such pro forma
information reflects adjustments to 1) increase depreciation, interest
expense, and general and administrative costs and 2) adjust the weighted
average common shares and common equivalent shares outstanding issued to
acquire the properties. Pro forma revenues would have been $324.7 million
as of December 31, 1999. Pro forma net income for common stockholders
would have been $94.1 million as of December 31, 1999. Pro forma basic net
income per share and pro forma diluted net income per share would have
been $1.58 and $1.58, respectively, as of December 31, 1999. This data
does not purport to be indicative of what would have occurred had the
Pacific acquisition been made on January 1, 1999, or of results which may
occur in the future.
During 2000 and 1999, the Company paid contingent consideration of $5
million and $9 million, respectively, related to the acquisition of 43
shopping centers and joint ventures acquired during 1998. No additional
contingent consideration is due related to any acquisitions of the
Company.
F-13
REGENCY CENTERS CORPORATION
Notes to Consolidated Financial Statements
December 31, 2000
3. Segments
The Company was formed, and currently operates, for the purpose of 1)
operating and developing Company owned retail shopping centers (Retail
segment), and 2) providing services including property management and
commissions earned from third parties, and development related profits and
fees earned from the sales of shopping centers and build to suit
properties to third parties (Service operations segment). The Company had
previously operated four office buildings that were sold during 1998
(Office buildings segment). The Company's reportable segments offer
different products or services and are managed separately because each
requires different strategies and management expertise. There are no
material inter-segment sales or transfers.
The Company assesses and measures operating results starting with net
operating income for the Retail and Office Buildings segments and income
for the Service operations segment and converts such amounts into a
performance measure referred to as Funds From Operations ("FFO"). The
operating results for the individual retail shopping centers have been
aggregated since all of the Company's shopping centers exhibit highly
similar economic characteristics as neighborhood shopping centers, and
offer similar degrees of risk and opportunities for growth. FFO as defined
by the National Association of Real Estate Investment Trusts consists of
net income (computed in accordance with generally accepted accounting
principles) excluding gains (or losses) from debt restructuring and sales
of income producing property held for investment, plus depreciation and
amortization of real estate, and adjustments for unconsolidated
investments in real estate partnerships and joint ventures. The Company
further adjusts FFO by distributions made to holders of Units and
preferred stock that results in a diluted FFO amount. The Company
considers diluted FFO to be the industry standard for reporting the
operations of real estate investment trusts ("REITs"). Adjustments for
investments in real estate partnerships are calculated to reflect diluted
FFO on the same basis. While management believes that diluted FFO is the
most relevant and widely used measure of the Company's performance, such
amount does not represent cash flow from operations as defined by
generally accepted accounting principles, should not be considered an
alternative to net income as an indicator of the Company's operating
performance, and is not indicative of cash available to fund all cash flow
needs. Additionally, the Company's calculation of diluted FFO, as provided
below, may not be comparable to similarly titled measures of other REITs.
The accounting policies of the segments are the same as those described in
note 1. The revenues, diluted FFO, and assets for each of the reportable
segments are summarized as follows for the years ended December 31, 2000,
1999, and 1998. Assets not attributable to a particular segment consist
primarily of cash and deferred costs.
F-14
REGENCY CENTERS CORPORATION
Notes to Consolidated Financial Statements
December 31, 2000
3. Segments (continued)
2000 1999 1998
---- ---- ----
Revenues:
Retail segment $ 334,357,007 283,647,445 130,900,785
Service operations segment 27,226,411 18,239,486 11,862,784
Office buildings segment - - 532,432
------------- ------------- --------------
Total revenues $ 361,583,418 301,886,931 143,296,001
============= ============= ==============
Funds from Operations:
Retail segment net operating income $ 252,060,804 216,189,375 100,239,863
Service operations segment income 27,226,411 18,239,486 11,862,784
Office buildings segment net operating
income - - 349,161
Adjustments to calculate diluted FFO:
Interest expense (71,970,783) (60,067,007) (28,786,431)
Interest income 4,807,711 2,196,954 1,957,575
Earnings from recurring land sales - - 901,853
General and administrative and other (21,869,295) (19,746,751) (15,064,148)
Non-real estate depreciation (1,459,326) (1,003,092) (679,740)
Minority interest of limited partners,
net of gains excluded from FFO (1,207,364) (2,855,404) (464,098)
Minority interest in depreciation
and amortization (481,184) (584,048) (526,018)
Share of joint venture depreciation
and amortization 1,287,793 987,912 688,686
Distributions on preferred units (29,601,184) (12,368,403) (3,358,333)
------------- ------------- --------------
Funds from Operations - diluted 158,793,583 140,989,022 67,121,154
------------- ------------- --------------
Reconciliation to net income for common
stockholders:
Real estate related depreciation
and amortization (57,970,936) (47,608,427) (24,366,261)
Minority interest in depreciation
and amortization 481,184 584,048 526,018
Share of joint venture depreciation
and amortization (1,287,793) (987,912) (688,686)
Provision for loss on operating
properties held for sale (12,995,412) - -
Gain (loss) on sale of operating
properties 3,082,625 (232,989) 9,824,122
Minority interest of exchangeable
operating partnership units (2,492,419) (2,897,778) (1,826,273)
------------- ------------- --------------
Net income $ 87,610,832 89,845,964 50,590,074
============= ============= ==============
Assets (in thousands):
Retail segment $ 2,454,476 2,463,639 1,187,238
Service operations segment 447,929 123,233 20,870
Cash and other assets 132,739 68,064 31,999
------------- ------------- --------------
Total assets $ 3,035,144 2,654,936 1,240,107
============= ============= ==============
F-15
REGENCY CENTERS CORPORATION
Notes to Consolidated Financial Statements
December 31, 2000
4. Investments in Real Estate Partnerships
The Company accounts for all investments in which it owns less than 50%
and does not have controlling financial interest using the equity method.
The Company's combined investment in these partnerships was $85.2 million
and $66.9 million at December 31, 2000 and 1999, respectively. Net income
is allocated to the Company in accordance with the respective partnership
agreements. On June 30, 2000, the Company acquired the non-owned portion
of nine joint ventures, previously accounted for using the equity method,
for $4.4 million consisting of cash, common stock and Units. As a result,
these joint ventures are wholly-owned by the Company and are consolidated
for financial reporting purposes as of the date of acquisition.
On December 31, 2000, the Company contributed $4.5 million to Columbia
Regency Retail Partners, LLC ("Columbia") representing a 10% equity
interest. The remaining 90% of Columbia is owned by Columbia PERFCO
Partners, L.P., an affiliate of Oregon Public Employees Retirement Fund.
Columbia was formed for the purpose of investing in grocery anchored
shopping centers.
5. Notes Payable and Unsecured Line of Credit
The Company's outstanding debt at December 31, 2000 and 1999 consists of
the following (in thousands):
2000 1999
------ ------
Notes Payable:
Fixed rate mortgage loans $ 270,491 382,715
Variable rate mortgage loans 40,640 11,376
Fixed rate unsecured loans 529,941 370,696
------------ ------------
Total notes payable 841,072 764,787
Unsecured line of credit 466,000 247,179
------------ ------------
Total $ 1,307,072 1,011,966
============ ============
On December 15, 2000, the Company, through RCLP, completed a $10 million
unsecured private debt offering with an interest rate of 8.0%. The notes
were priced at 99.375%, are due on December 15, 2010 and are guaranteed by
the Company. On August 29, 2000, the Company, through RCLP, completed a
$150 million unsecured debt offering with an interest rate of 8.45%. The
notes were priced at 99.819%, are due on September 1, 2010 and are
guaranteed by the Company. The net proceeds of the offerings were used to
reduce the balance of the unsecured line of credit (the "Line").
F-16
REGENCY CENTERS CORPORATION
Notes to Consolidated Financial Statements
December 31, 2000
5. Notes Payable and Unsecured Line of Credit (continued)
In July 2000, the Company modified the terms of its Line by reducing the
commitment to $625 million. The Line matures in March 2002, but may be
extended annually for one-year periods. Borrowings under the Line bear
interest at a variable rate based on LIBOR plus a 1% spread (7.875% at
December 31, 2000) compared to LIBOR plus a 1.075% spread (7.575% at
December 31, 1999), and is dependent on the Company maintaining its
investment grade rating. The Company is required to comply and is in
compliance with certain financial and other covenants customary with this
type of unsecured financing. The Line is used primarily to finance the
acquisition and development of real estate, but is also available for
general working capital purposes.
Subsequent to December 31, 2000, the Company paid down the Line by $265
million from the proceeds of an unsecured debt offering for $220 million
completed on January 22, 2001, and from the proceeds from the sale of two
shopping centers to Columbia completed on December 31, 2000.
Mortgage loans are secured by certain real estate properties, and may be
prepaid, but could be subject to a yield-maintenance premium. Mortgage
loans are generally due in monthly installments of interest and principal
and mature over various terms through 2019. Variable interest rates on
mortgage loans are currently based on LIBOR plus a spread in a range of
125 basis points to 150 basis points. Fixed interest rates on mortgage
loans range from 7.04% to 9.5%.
During 1999, the Company assumed debt with a fair value of $402.6 million
related to the acquisition of real estate, which included debt premiums of
$4.1 million based upon the above market interest rates of the debt
instruments. Debt premiums are amortized over the terms of the related
debt instruments.
On April 15, 1999, the Company, through RCLP, completed a $250 million
unsecured debt offering in two tranches. The Company issued $200 million
7.4% notes due April 1, 2004, priced at 99.922% to yield 7.42%, and $50
million 7.75% notes due April 1, 2009, priced at 100%. The net proceeds of
the offering were used to reduce the balance of the Line.
As of December 31, 2000, scheduled principal repayments on notes payable
and the Line were as follows (in thousands):
Scheduled
Principal Term Loan Total
Scheduled Payments by Year Payments Maturities Payments
----------- ------------ ------------
2001 $ 5,413 67,676 73,089
2002 (includes the Line) 4,719 510,084 514,803
2003 4,691 23,299 27,990
2004 5,066 199,897 204,963
2005 3,883 148,031 151,914
Beyond 5 Years 32,016 292,490 324,506
Unamortized debt premiums - 9,807 9,807
----------- ------------ ------------
Total $ 55,788 1,251,284 1,307,072
=========== ============ ============
F-17
REGENCY CENTERS CORPORATION
Notes to Consolidated Financial Statements
December 31, 2000
5. Notes Payable and Unsecured Line of Credit (continued)
Unconsolidated partnerships and joint ventures had mortgage loans payable
of $14.3 million at December 31, 2000, and the Company's proportionate
share of these loans was $5.9 million.
The fair value of the Company's notes payable and Line are estimated based
on the current rates available to the Company for debt of the same
remaining maturities. Variable rate notes payable, and the Line, are
considered to be at fair value since the interest rates on such
instruments reprice based on current market conditions. Notes payable with
fixed rates, that have been assumed in connection with acquisitions, are
recorded in the accompanying financial statements at fair value. The
Company considers the carrying value of all other fixed rate notes payable
to be a reasonable estimation of their fair value based on the fact that
the rates of such notes are similar to rates available to the Company for
debt of the same terms.
6. Stockholders' Equity and Minority Interest
In May and September 2000, the Company issued $70 million and $24 million
of 8.75% Series E and Series F Cumulative Redeemable Preferred Units (the
"Preferred Units"), respectively. The issues were sold to institutional
investors in private placements for $100.00 per unit. The Preferred Units,
which may be called by the Partnership at par on or after May and
September 2005, respectively, have no stated maturity or mandatory
redemption, and pay a cumulative, quarterly dividend at an annualized rate
of 8.75%. At any time after 10 years from the date of issuance, the
Preferred Units may be exchanged for 8.75% Cumulative Redeemable Preferred
Stock ("Preferred Stock") at an exchange rate of one share for one unit.
The Preferred Units and the related Preferred Stock are not convertible
into common stock of the Company. The net proceeds of these offerings were
used to reduce the Line. In 1999, the Company issued similar preferred
units in several series in the amount of $210 million with an average
fixed distribution rate of 8.93%. At December 31, 2000, the face value of
total preferred units issued was $384 million with an average fixed
distribution rate of 8.72% vs. $290 million with an average fixed
distribution rate of 8.71% at December 31, 1999.
Terms and conditions of the Preferred Units are summarized as follows:
Units Issue Issuance Distribution Callable Redeemable
Series Issued Price Amount Rate By Company by Unitholder
- ------------ ---------- ----------- -------------- ------------- ------------- ---------------
Series A 1,600,000 $ 50.00 $ 80,000,000 8.125% 06/25/03 06/25/08
Series B 850,000 100.00 85,000,000 8.750% 09/03/04 09/03/09
Series C 750,000 100.00 75,000,000 9.000% 09/03/04 09/03/09
Series D 500,000 100.00 50,000,000 9.125% 09/29/04 09/29/09
Series E 700,000 100.00 70,000,000 8.750% 05/25/05 05/25/10
Series F 240,000 100.00 24,000,000 8.750% 09/08/05 09/08/10
----------------
-----------
4,640,000 $ 384,000,000
=========== ================
F-18
REGENCY CENTERS CORPORATION
Notes to Consolidated Financial Statements
December 31, 2000
6. Stockholders' Equity and Minority Interest (continued)
As part of the acquisition of Pacific, the Company issued Series 1 and
Series 2 preferred stock. During 1999, a holder of Series 2 preferred
stock converted all of their shares into 14,987 shares of common stock.
During 2000, the remaining Series 1 preferred stock was converted into
537,107 shares of Series 2 preferred stock. Series 2 preferred stock is
convertible into common stock on a one-for-one basis. The Series 2
preferred shares are entitled to quarterly dividends in an amount equal to
the common dividend and are cumulative. The Company may redeem the
preferred stock any time after October 20, 2010 at a price of $20.83 per
share, plus all accrued but unpaid dividends.
During 1999, the Board of Directors authorized the repurchase of
approximately $65 million of the Company's outstanding shares through
periodic open market transactions or privately negotiated transactions. At
March 31, 2000, the Company had completed the program by purchasing 3.25
million shares.
During 1999, 2,500,000 shares of Class B common stock converted into
2,975,468 shares of common stock.
On June 11, 1996, the Company entered into a Stockholders Agreement with a
subsidiary of Security Capital Group Incorporated ("SCG") granting it
certain rights such as purchasing common stock, nominating representatives
to the Company's Board of Directors, and subjecting SCG to certain
restrictions including voting and ownership restrictions. In conjunction
with the acquisition of Pacific in 1999, SCG exchanged their Pacific
shares for 22.6 million Regency common shares.
F-19
REGENCY CENTERS CORPORATION
Notes to Consolidated Financial Statements
December 31, 2000
7. Earnings Per Share
The following summarizes the calculation of basic and diluted earnings per
share for the years ended December 31, 2000, 1999 and 1998 (in thousands
except per share data):
2000 1999 1998
---------- ----------- ------------
Basic Earnings Per Share (EPS) Calculation:
-------------------------------------------
Weighted average common shares
outstanding 56,754 53,494 25,150
========== =========== ============
Net income for common stockholders $ 84,794 87,601 50,590
Less: dividends paid on Class B common
stock - 1,409 5,378
---------- ----------- ------------
Net income for Basic EPS $ 84,794 86,192 45,212
========== =========== ============
Basic EPS $ 1.49 1.61 1.80
========== =========== ============
Diluted Earnings Per Share (EPS) Calculation:
---------------------------------------------
Weighted average shares outstanding
for Basic EPS 56,754 53,494 25,150
Exchangeable operating partnership units 1,851 2,004 1,223
Incremental shares to be issued under
common stock options using the Treasury
method 54 4 14
Contingent units or shares for the
acquisition of real estate - - 511
---------- ----------- ------------
Total diluted shares 58,659 55,502 26,898
========== =========== ============
Net income for Basic EPS $ 84,794 86,192 45,212
Add: minority interest of exchangeable
operating partnership units 2,492 2,898 1,826
---------- ----------- ------------
Net income for Diluted EPS $ 87,286 89,090 47,038
========== =========== ============
Diluted EPS $ 1.49 1.61 1.75
========== =========== ============
The Series 1 and Series 2 preferred stock and the Class B common stock
are not included in the above calculation because their effects are
anti-dilutive.
F-20
REGENCY CENTERS CORPORATION
Notes to Consolidated Financial Statements
December 31, 2000
8. Long-Term Stock Incentive Plans
In 1993, the Company adopted a Long-Term Omnibus Plan (the "Plan")
pursuant to which the Board of Directors may grant stock and stock options
to officers, directors and other key employees. The Plan provides for the
issuance of up to 12% of the Company's common shares outstanding not to
exceed 8.5 million shares. Stock options are granted with an exercise
price equal to the stock's fair market value at the date of grant. All
stock options granted have ten year terms, and contain vesting terms of
one to five years from the date of grant.
At December 31, 2000, there were approximately 2 million shares available
for grant under the Plan. The per share weighted-average fair value of
stock options granted during 2000 and 1999 was $2.18 and $1.23 on the date
of grant using the Black Scholes option-pricing model with the following
weighted-average assumptions: 2000 - expected dividend yield 8.1%,
risk-free interest rate of 6.7%, expected volatility 20%, and an expected
life of 6.0 years; 1999 - expected dividend yield 9.2%, risk-free interest
rate of 5.7%, expected volatility 21%, and an expected life of 5.3 years.
The Company applies APB Opinion No. 25 in accounting for its Plan and,
accordingly, no compensation cost has been recognized for its stock
options in the consolidated financial statements.
Had the Company determined compensation cost based on the fair value at
the grant date for its stock options under SFAS No. 123, the Company's net
income for common stockholders would have been reduced to the pro forma
amounts indicated below (in thousands except per share data):
Net income for
common stockholders 2000 1999 1998
------------------- ---- ---- ----
As reported: $ 84,794 87,601 50,590
Net income per share:
Basic $ 1.49 1.61 1.80
Diluted $ 1.49 1.61 1.75
Pro forma: $ 83,864 85,448 49,565
Net income per share:
Basic $ 1.48 1.57 1.76
Diluted $ 1.47 1.57 1.71
F-21
REGENCY CENTERS CORPORATION
Notes to Consolidated Financial Statements
December 31, 2000
8. Long-Term Stock Incentive Plans (continued)
Stock option activity during the periods indicated is as follows:
Weighted
Number of Average
Shares Exercise Price
-------------- -----------------
Outstanding, December 31, 1997 1,318,507 $ 25.08
-------------- -----------------
Granted 741,265 24.39
Forfeited (123,495) 25.33
Exercised (227,700) 24.97
-------------- -----------------
Outstanding, December 31, 1998 1,708,577 24.71
-------------- -----------------
Granted 860,767 20.70
Pacific Merger 1,251,719 24.24
Forfeited (87,395) 25.69
Exercised (4,000) 17.88
-------------- -----------------
Outstanding, December 31, 1999 3,729,668 23.61
-------------- -----------------
Granted 52,924 21.59
Forfeited (170,798) 25.52
Exercised (21,017) 21.69
-------------- -----------------
Outstanding, December 31, 2000 3,590,777 $ 23.50
============== =================
The following table presents information regarding all options outstanding
at December 31, 2000:
Weighted
Average Weighted
Number of Remaining Range of Average
Options Contractual Exercise Exercise
Outstanding Life Prices Price
- -------------- ---------------- ------------------- -------------------
412,823 8.32 $ 16.75 - 19.81 $ 19.73
1,410,239 7.72 20.83 - 23.19 21.87
1,767,715 6.37 25.00 - 27.69 25.68
- ------------- ----------------- ------------------ --------------------
3,590,777 7.12 $ 16.75 - 27.69 $ 23.50
============= ================= ================== ====================
F-22
REGENCY CENTERS CORPORATION
Notes to Consolidated Financial Statements
December 31, 2000
8. Long-Term Stock Incentive Plans (continued)
The following table presents information regarding options currently
exercisable at December 31, 2000:
Weighted
Number of Range of Average
Options Exercise Exercise
Exercisable Prices Price
- ------------------- -------------------------- ----------------------
135,850 $ 16.75 - 19.81 $ 19.55
653,789 20.83 - 23.19 21.96
1,176,409 25.00 - 27.69 25.62
- ------------------ --------------------------- ----------------------
1,966,048 $ 16.75 - 27.69 $ 23.98
================== =========================== ======================
Also as part of the Plan, officers and other key employees have received
loans to purchase stock with market rates of interest, have been granted
restricted stock, and have been granted dividend equivalents. During 2000,
1999, and 1998, the Company charged $3,423,079, $1,030,645, and
$1,322,164, respectively, to income on the consolidated statements of
operations related to the Plan.
9. Operating Leases
The Company's properties are leased to tenants under operating leases with
expiration dates extending to the year 2032. Future minimum rents under
noncancelable operating leases as of December 31, 2000, excluding tenant
reimbursements of operating expenses and excluding additional contingent
rentals based on tenants' sales volume are as follows:
Year Ending December 31, Amount
---------------------------- ------------------
2001 $ 248,534,659
2002 237,070,457
2003 214,939,060
2004 184,882,360
2005 156,602,001
Thereafter 1,033,051,454
------------------
Total $ 2,075,079,991
==================
The shopping centers' tenant base includes primarily national and regional
supermarkets, drug stores, discount department stores and other retailers
and, consequently, the credit risk is concentrated in the retail industry.
There were no tenants which individually represented 10% or more of the
Company's combined minimum rent.
F-23
REGENCY CENTERS CORPORATION
Notes to Consolidated Financial Statements
December 31, 2000
10. Contingencies
The Company, like others in the commercial real estate industry, is
subject to numerous environmental laws and regulations. The operation of
dry cleaning plants at the Company's shopping centers is the principal
environmental concern. The Company believes that the tenants who operate
these plants do so in accordance with current laws and regulations and has
established procedures to monitor their operations. Additionally, the
Company uses all legal means to cause tenants to remove dry cleaning
plants from its shopping centers. Where available, the Company has applied
and been accepted into state sponsored environmental programs. The Company
has a blanket environmental insurance policy that covers it against third
party liabilities and remediation costs on shopping centers that currently
have no known environmental contamination. The Company has also placed
environmental insurance on specific properties with known contamination in
order to mitigate its environmental risk. Management believes that the
ultimate disposition of currently known environmental matters will not
have a material effect on the financial position, liquidity, or operations
of the Company. At December 31, 2000 and 1999, the Company had recorded
environmental liabilities of $2.1 million and $2.6 million, respectively.
11. Market and Dividend Information (Unaudited)
The Company's common stock is traded on the New York Stock Exchange
("NYSE") under the symbol "REG". The Company currently has approximately
3,500 shareholders. The following table sets forth the high and low prices
and the cash dividends declared on the Company's common stock by quarter
for 2000 and 1999:
2000 1999
----------------------------------- -------------------------------------
Cash Cash
Quarter High Low Dividends High Low Dividends
Ended Price Price Declared Price Price Declared
------------ ---------- --------- ------------ ---------- -------- -----------
March 31 $ 20.9375 18.3125 .48 23.1250 18.7500 .46
June 30 23.7500 19.2500 .48 22.5000 19.0000 .46
September 30 24.0000 21.2500 .48 22.1250 19.8750 .46
December 31 24.0625 20.7500 .48 20.8125 18.7500 .46
F-24
REGENCY CENTERS CORPORATION
Notes to Consolidated Financial Statements
December 31, 2000
12. Summary of Quarterly Financial Data (Unaudited)
Presented below is a summary of the consolidated quarterly financial data
for the years ended December 31, 2000 and 1999 (amounts in thousands,
except per share data):
First Second Third Fourth
Quarter Quarter Quarter Quarter
--------- --------- --------- ---------
2000:
Revenues $ 81,202 86,263 92,638 101,480
Net income for
common stockholders 21,621 15,418 23,881 23,874
Net income per share:
Basic .38 .27 .42 .42
Diluted .38 .27 .42 .42
1999:
Revenues $ 51,422 79,664 79,598 91,203
Net income for
common stockholders 13,456 24,330 23,965 25,850
Net income per share:
Basic .34 .41 .40 .44
Diluted .34 .41 .40 .44
F-25
Independent Auditors' Report
On Financial Statement Schedule
The Shareholders and Board of Directors
Regency Centers Corporation
Under date of January 30, 2001, we reported on the consolidated balance sheets
of Regency Centers Corporation as of December 31, 2000 and 1999, and the related
consolidated statements of operations, stockholders' equity, and cash flows for
each of the years in the three-year period ended December 31, 2000, as contained
in the annual report on Form 10-K for the year 2000. In connection with our
audits of the aforementioned consolidated financial statements, we also audited
the related financial statement schedule as listed in the accompanying index on
page F-1 of the annual report on Form 10-K for the year 2000. This financial
statement schedule is the responsibility of the Company's management. Our
responsibility is to express an opinion on the financial statement schedule
based on our audits.
In our opinion, the related financial statement schedule, when considered in
relation to the basic consolidated financial statements taken as a whole,
presents fairly, in all material respects, the information set forth therein.
KPMG LLP
Jacksonville, Florida
January 30, 2001
S-1
REGENCY CENTERS CORPORATION
Combined Real Estate and Accumulated Depreciation
December 31, 2000
Schedule III
Initial Cost Total Cost
--------------------------- -----------------------------------------
Cost Capitalized Properties
Building & Subsequent to Building & Held
Land Improvements Acquisition Land Improvements For Sale
--------- ------------ ---------------- --------- ------------ ----------
ANASTASIA SHOPPING PLAZA 1,072,451 3,617,493 301,711 1,072,451 3,919,204 -
ASHFORD PLACE 2,803,998 9,943,994 (403,272) 2,583,998 9,760,722 -
AVENTURA SHOPPING CENTER 2,751,094 9,317,790 540,734 2,751,094 9,858,524 -
BECKETT COMMONS 1,625,242 5,844,871 2,309,405 1,625,242 8,154,276 -
BENEVA 2,483,547 8,851,199 313,511 2,483,547 9,164,710 -
BENT TREE PLAZA 1,927,712 6,659,082 10,197 1,927,712 6,669,279 -
BERKSHIRE COMMONS 2,294,960 8,151,236 156,479 2,294,960 8,307,715 -
BLOOMINGDALE 3,861,759 14,100,891 361,499 3,861,759 14,462,390 -
BOLTON PLAZA 2,660,227 6,209,110 1,512,090 2,634,664 7,746,763 -
BONNERS POINT 859,854 2,878,641 207,833 859,854 3,086,474 -
BOYNTON LAKES PLAZA 2,783,000 10,043,027 1,318,669 2,783,000 11,361,696 -
BRAELINN VILLAGE EQUIPORT 4,191,214 12,389,585 (16,580,799) - - -
BRIARCLIFF LA VISTA 694,120 2,462,819 583,747 694,120 3,046,566 -
BRIARCLIFF VILLAGE 4,597,018 16,303,813 7,021,607 4,597,018 23,325,420 -
BROOKVILLE PLAZA 1,208,012 4,205,994 376,817 1,208,012 4,582,811 -
BUCKHEAD COURT 1,737,569 6,162,941 1,654,283 1,627,569 7,927,224 -
CAMBRIDGE SQUARE 792,000 2,916,034 1,207,880 792,000 4,123,914 -
CARMEL COMMONS 2,466,200 8,903,187 1,804,831 2,466,200 10,708,018 -
CARRIAGE GATE 740,960 2,494,750 1,272,011 740,960 3,766,761 -
CENTER OF SEVEN SPRINGS 1,737,994 6,290,048 (2,260,073) - - 5,767,969
CHASEWOOD PLAZA 1,675,000 11,390,727 6,401,312 2,476,486 16,990,553 -
CHERRY GROVE 3,533,146 12,710,297 1,826,211 3,533,146 14,536,508 -
CITY VIEW SHOPPING CENTER 1,207,204 4,341,304 118,113 1,207,204 4,459,417 -
COLUMBIA MARKETPLACE 1,280,158 4,285,745 354,411 1,280,158 4,640,156 -
COUNTRY CLUB 1,105,201 3,709,452 170,907 1,105,201 3,880,359 -
COURTYARD SHOPPING CENTER 1,761,567 4,187,039 1,520,641 1,761,567 5,707,680 -
CROMWELL SQUARE 1,771,892 6,285,288 342,314 1,771,892 6,627,602 -
CUMMING 400 2,374,562 8,420,776 558,693 2,374,562 8,979,469 -
DELK SPECTRUM 2,984,577 11,048,896 20,949 2,984,577 11,069,845 -
DUNWOODY HALL 1,819,209 6,450,922 3,747,250 1,819,209 10,198,172 -
DUNWOODY VILLAGE 2,326,063 7,216,045 2,484,374 2,326,063 9,700,419 -
EAST POINTE 1,868,120 6,742,983 919,777 2,634,366 6,896,514 -
EAST PORT PLAZA 3,257,023 11,611,363 (1,938,895) - - 12,929,491
ENSLEY SQUARE 915,493 3,120,928 610,824 915,493 3,731,752 -
EVANS CROSSING 1,468,743 5,123,617 955,407 1,634,997 5,912,770 -
FLEMING ISLAND 3,076,701 6,291,505 3,090,987 3,076,701 9,382,492 -
FRANKLIN SQUARE 2,584,025 9,379,749 1,404,392 2,584,383 10,783,783 -
GARDEN SQUARE 2,073,500 7,614,748 483,109 2,136,135 8,035,222 -
GARNER FESTIVAL 5,591,099 19,897,197 1,793,888 5,591,099 21,691,085 -
GLENWOOD VILLAGE 1,194,198 4,235,476 242,011 1,194,198 4,477,487 -
HAMILTON MEADOWS 2,034,566 6,582,429 (8,616,995) - - -
HAMPSTEAD VILLAGE 2,769,901 6,379,103 1,240,203 3,392,115 6,997,092 -
HARPETH VILLAGE FIELDSTONE 2,283,874 5,559,498 3,734,419 2,283,874 9,293,917 -
HIGHLAND SQUARE 2,615,250 9,359,722 5,666,627 2,615,250 15,026,349 -
HINSDALE LAKE COMMONS 4,217,840 15,039,854 1,584,249 5,729,008 15,112,935 -
HYDE PARK 9,240,000 33,340,181 2,776,959 9,735,102 35,622,038 -
KERNERSVILLE PLAZA 1,741,562 6,081,020 528,997 1,741,562 6,610,017 -
KINGS CROSSING (SUN CITY) 2,349,602 4,599,101 - - - 6,948,703
KINGSDALE SHOPPING CENTER 3,866,500 14,019,614 5,321,237 4,027,691 19,179,660 -
LAGRANGE MARKETPLACE 983,923 3,294,003 130,433 983,923 3,424,436 -
LAKE PINE PLAZA 2,008,110 6,908,986 612,580 2,008,110 7,521,566 -
LAKESHORE 1,617,940 5,371,499 64,081 1,617,940 5,435,580 -
LOEHMANNS PLAZA 3,981,525 14,117,891 868,942 3,981,525 14,986,833 -
LOVEJOY STATION 1,540,000 5,581,468 59,667 1,540,000 5,641,135 -
LUCEDALE MARKETPLACE 641,565 2,147,848 139,567 641,565 2,287,415 -
MAINSTREET SQUARE 1,274,027 4,491,897 93,113 1,274,027 4,585,010 -
MARINERS VILLAGE 1,628,000 5,907,835 195,659 1,628,000 6,103,494 -
MARKETPLACE ST PETE 1,287,000 4,662,740 317,523 1,287,000 4,980,263 -
MARTIN DOWNS VILLAGE CENTER 2,000,000 5,133,495 3,244,491 2,437,664 7,940,322 -
MARTIN DOWNS VILLAGE SHOPPES 700,000 1,207,861 3,356,349 817,135 4,447,075 -
MAXTOWN ROAD (NORTHGATE) 1,753,136 6,244,449 39,147 1,753,136 6,283,596 -
MAYNARD CROSSING 4,066,381 14,083,800 1,226,756 4,066,381 15,310,556 -
MEMORIAL BEND SHOPPING CENTER 3,256,181 11,546,660 2,357,507 3,366,181 13,794,167 -
MERCHANTS VILLAGE 1,054,306 3,162,919 3,408,515 1,054,306 6,571,434 -
MILLHOPPER 1,073,390 3,593,523 1,051,405 1,073,390 4,644,928 -
NASHBORO 1,824,320 7,167,679 432,712 1,824,320 7,600,391 -
NEWBERRY SQUARE 2,341,460 8,466,651 1,223,887 2,341,460 9,690,538 -
NORTH MIAMI SHOPPING CENTER 603,750 2,021,250 95,210 603,750 2,116,460 -
NORTHLAKE VILLAGE I 2,662,000 9,684,740 - 2,662,000 9,684,740 -
OAKLEY PLAZA 1,772,540 6,406,975 78,733 1,772,540 6,485,708 -
OCEAN BREEZE 1,250,000 3,341,199 2,530,807 1,527,400 5,594,606 -
OLD ST AUGUSTINE PLAZA 2,047,151 7,355,162 1,080,463 2,047,151 8,435,625 -
ORCHARD SQUARE 1,155,000 4,135,353 2,090,979 1,155,000 6,226,332 -
PACES FERRY PLAZA 2,811,522 9,967,557 2,111,899 2,811,622 12,079,356 -
PALM HARBOUR SHOPPING VILLAGE 2,899,928 10,998,230 1,359,022 2,905,098 12,352,082 -
PALM TRAILS PLAZA 2,438,996 5,818,523 (31,171) 2,218,233 6,008,115 -
PARK PLACE 2,231,745 7,974,362 86,600 2,231,745 8,060,962 -
PARKWAY STATION 1,123,200 4,283,917 300,648 1,123,200 4,584,565 -
PEACHLAND PROMENADE 1,284,562 5,143,564 173,687 1,284,561 5,317,252 -
PEARTREE VILLAGE 5,196,653 8,732,711 10,768,493 5,196,653 19,501,204 -
PIKE CREEK 5,077,406 18,860,183 724,905 5,077,406 19,585,088 -
PINE TREE PLAZA 539,000 1,995,927 3,381,345 539,000 5,377,272 -
POWERS FERRY SQUARE 3,607,647 12,790,749 4,022,113 3,607,647 16,812,862 -
POWERS FERRY 1,190,822 4,223,606 263,165 1,190,822 4,486,771 -
QUEENSBOROUGH 1,826,000 6,501,056 (807,932) 1,163,021 6,356,103 -
REGENCY COURT 3,571,337 12,664,014 (1,930,142) - - 14,305,209
REGENCY SQUARE BRANDON 577,975 18,156,719 8,320,161 4,491,461 22,563,394 -
RIVERMONT STATION 2,887,213 10,445,109 101,952 2,887,213 10,547,061 -
ROSWELL VILLAGE 2,304,345 6,777,200 (9,081,545) - - -
RUSSELL RIDGE 2,153,214 - 6,608,950 2,215,341 6,546,823 -
SANDY PLAINS VILLAGE 2,906,640 10,412,440 1,691,401 2,906,640 12,103,841 -
SANDY SPRINGS VILLAGE 733,126 2,565,411 1,112,061 733,126 3,677,472 -
SHOPPES @ 104 2,651,000 9,523,429 610,192 2,651,000 10,133,621 -
SHOPPES AT MASON 1,576,656 5,357,855 - 1,576,656 5,357,855 -
SILVERLAKE 2,004,860 7,161,869 98,371 2,004,860 7,260,240 -
SOUTH MONROE 1,200,000 6,566,974 (1,345,539) 874,999 5,546,436 -
SOUTH POINTE CROSSING 4,399,303 11,116,491 927,990 4,399,303 12,044,481 -
ST ANN SQUARE 1,541,883 5,597,282 19,817 1,541,883 5,617,099 -
STATLER SQUARE 2,227,819 7,479,952 720,700 2,227,819 8,200,652 -
TAMIAMI TRAILS 2,046,286 7,462,646 196,617 2,046,286 7,659,263 -
TEQUESTA SHOPPES 1,782,000 6,426,042 (2,482,514) - - 5,725,528
TERRACE WALK 1,196,286 2,935,683 149,052 1,196,286 3,084,735 -
THE MARKETPLACE 1,211,605 4,056,242 2,927,775 1,758,434 6,437,188 -
TINWOOD HOTEL SITE 6,942,321 - - - - 6,942,321
TOWN CENTER AT MARTIN DOWNS 1,364,000 4,985,410 35,225 1,364,000 5,020,635 -
TOWN SQUARE 438,302 1,555,481 4,815,369 768,302 6,040,850 -
TROWBRIDGE CROSSING EQUIPORT 910,263 1,914,551 (2,824,814) - - -
UNION SQUARE SHOPPING CENTER 1,578,654 5,933,889 425,198 1,578,656 6,359,085 -
UNIVERSITY COLLECTION 2,530,000 8,971,597 209,563 2,530,000 9,181,160 -
UNIVERSITY MARKETPLACE 3,250,562 7,044,579 (3,925,333) - - 6,369,808
VILLAGE CENTER 6 3,885,444 10,799,316 505,099 3,885,444 11,304,415 -
VILLAGE IN TRUSSVILLE 973,954 3,260,627 133,183 973,954 3,393,810 -
WATERFORD TOWNE CENTER 5,650,058 6,843,671 1,188,271 6,289,801 7,392,199 -
WELLEBY 1,496,000 5,371,636 1,450,793 1,496,000 6,822,429 -
WELLINGTON MARKET PLACE 5,070,384 13,308,972 (2,531,150) - - 15,848,206
WELLINGTON TOWN SQUARE 1,914,000 7,197,934 837,800 1,914,000 8,035,734 -
WEST COUNTY 1,491,462 4,993,155 146,986 1,491,462 5,140,141 -
WESTCHESTER PLAZA 1,857,048 6,456,178 646,769 1,857,048 7,102,947 -
WINDMILLER PLAZA PHASE I 2,620,355 11,190,526 926,947 2,620,355 12,117,473 -
WOODCROFT SHOPPING CENTER 1,419,000 5,211,981 392,720 1,419,000 5,604,701 -
WORTHINGTON PARK CENTRE 3,346,203 10,053,858 947,237 3,346,203 11,001,095 -
ARAPAHO VILLAGE 837,148 8,031,688 260,963 837,148 8,292,651 -
ARDEN SQUARE 3,140,000 7,420,438 (10,560,438) - - -
BETHANY PARK PLACE 4,604,877 5,791,750 - 4,604,877 5,791,750 -
BLOSSOM VALLEY 7,803,568 10,320,913 135,248 7,803,568 10,456,161 -
BOULEVARD CENTER 3,659,040 9,658,227 200,350 3,659,040 9,858,577 -
BRISTOL WARNER 5,000,000 11,997,016 138,051 5,000,000 12,135,067 -
BUCKLEY SQUARE 2,970,000 5,126,240 45,247 2,970,000 5,171,487 -
CASA LINDA PLAZA 4,515,000 30,809,330 204,222 4,515,000 31,013,552 -
CASCADE PLAZA 3,023,165 10,694,460 4,758,038 - - 18,475,663
CHAMPIONS FOREST 2,665,875 8,678,603 36,800 2,665,875 8,715,403 -
CHERRY PARK MARKET 2,400,000 16,162,934 298,667 2,400,000 16,461,601 -
CHEYENNE MEADOWS 1,601,425 7,700,084 - 1,601,425 7,700,084 -
COOPER STREET 2,078,891 10,682,189 38,749 2,078,891 10,720,938 -
COSTA VERDE 12,740,000 25,261,188 114,685 12,740,000 25,375,873 -
COUNTRY CLUB CALIF 3,000,000 11,657,200 59,857 3,000,000 11,717,057 -
CREEKSIDE PHASE II 390,802 1,397,415 - 390,802 1,397,415 -
CROSSROADS 3,513,903 2,595,055 - 3,513,903 2,595,055 -
DIABLO PLAZA 5,300,000 7,535,866 56,934 5,300,000 7,592,800 -
EL CAMINO 7,600,000 10,852,428 259,628 7,600,000 11,112,056 -
EL NORTE PARKWAY PLA 2,833,510 6,332,078 73,976 2,833,510 6,406,054 -
ENCINA GRANDE 5,040,000 10,378,539 164,054 5,040,000 10,542,593 -
FRIARS MISSION 6,660,000 27,276,992 29,524 6,660,000 27,306,516 -
FRISCO PRESTONBROOK 4,703,516 10,761,732 - 4,703,516 10,761,732 -
HANCOCK 8,231,581 24,248,620 1,272,299 8,231,581 25,520,919 -
HARWOOD HILLS VILLAGE 2,852,704 8,996,133 70,486 2,852,704 9,066,619 -
HAWTHORNE PLAZA - 196,481 (196,481) - - -
HEBRON PARK 1,887,281 5,375,951 - - - 7,263,232
HERITAGE LAND 12,390,000 - - 12,390,000 - -
HERITAGE PLAZA - 23,675,957 301,686 - 23,977,643 -
HILLCREST VILLAGE 1,600,000 1,797,686 8,506 1,600,000 1,806,192 -
INGLEWOOD PLAZA 1,300,000 1,862,406 122,591 1,300,000 1,984,997 -
JAMES CENTER 2,706,000 9,451,497 7,812,892 - - 19,970,389
KELLER TOWN CENTER - 690 (690) - - -
LAKE MERIDIAN 6,510,000 12,121,889 243,497 6,510,000 12,365,386 -
LEETSDALE MARKETPLACE 3,420,000 9,933,701 13,863 3,420,000 9,947,564 -
LITTLETON SQUARE 2,030,000 8,254,964 4,653 2,030,000 8,259,617 -
LLOYD KING CENTER 1,779,180 8,854,803 - 1,779,180 8,854,803 -
LOEHMANNS PLAZA CALIFORNIA 5,420,000 8,679,135 123,476 5,420,000 8,802,611 -
MACARTHUR PARK PHASE I 3,915,848 6,837,889 - - - 10,753,737
MARKET AT PRESTON FOREST 4,400,000 10,752,712 3,919 4,400,000 10,756,631 -
MARKET AT ROUND ROCK 2,000,000 9,676,170 43,868 2,000,000 9,720,038 -
MILLS POINTE 2,000,000 11,919,176 33,869 2,000,000 11,953,045 -
MOCKINGBIRD COMMON 3,000,000 9,675,600 214,737 3,000,000 9,890,337 -
MONUMENT JACKSON CREEK 2,999,482 6,476,151 - 2,999,482 6,476,151 -
MORNINGSIDE PLAZA 4,300,000 13,119,929 113,015 4,300,000 13,232,944 -
MURRAYHILL MARKETPLACE 2,600,000 15,753,034 335,958 2,600,000 16,088,992 -
NEWLAND CENTER 12,500,000 12,221,279 351,933 12,500,000 12,573,212 -
NORTH HILLS 4,900,000 18,972,202 78,584 4,900,000 19,050,786 -
NORTHVIEW PLAZA 1,956,961 8,694,879 47,155 1,956,961 8,742,034 -
OAKBROOK PLAZA 4,000,000 6,365,704 5,229 4,000,000 6,370,933 -
PASEO VILLAGE 2,550,000 7,780,102 79,597 2,550,000 7,859,699 -
PIMA CROSSING 5,800,000 24,891,690 192,340 5,800,000 25,084,030 -
PINE LAKE VILLAGE 6,300,000 10,522,041 56,514 6,300,000 10,578,555 -
PLAZA DE HACIENDA 4,230,000 11,741,933 118,865 4,230,000 11,860,798 -
PLAZA HERMOSA 4,200,000 9,369,630 48,788 4,200,000 9,418,418 -
PRESTON PARK 6,400,000 46,896,071 109,678 6,400,000 47,005,749 -
PRESTONWOOD PARK - 12,276 (12,276) - - -
REDLANDS MARKET - - - - - -
REDONDO VILLAGE CENTER - - 24,752 - 24,752 -
RIDGLEA PLAZA 1,675,498 12,912,138 128,081 1,675,498 13,040,219 -
RONA PLAZA 1,500,000 4,356,480 15,370 1,500,000 4,371,850 -
SAMMAMISH HIGHLAND 9,300,000 7,553,288 100,138 9,300,000 7,653,426 -
SAN FERNANDO VALUE SQUARE 2,448,407 8,765,266 - - - 11,213,673
SAN LEANDRO 1,300,000 7,891,091 34,326 1,300,000 7,925,417 -
SANTA ANA DOWTOWN 4,240,000 7,319,468 51,218 4,240,000 7,370,686 -
SEQUOIA STATION 9,100,000 17,899,819 19,740 9,100,000 17,919,559 -
SHERWOOD MARKET CENTER 3,475,000 15,897,972 44,542 3,475,000 15,942,514 -
SHILOH PHASE II 288,135 1,822,692 - 288,135 1,822,692 -
SOUTH POINT PLAZA 5,000,000 10,085,995 64,627 5,000,000 10,150,622 -
SOUTHCENTER 1,300,000 12,250,504 5,321 1,300,000 12,255,825 -
SOUTHPARK 3,077,667 9,399,976 48,068 3,077,667 9,448,044 -
STRAWFLOWER VILLAGE 4,060,228 7,232,936 71,139 4,060,228 7,304,075 -
STROH RANCH 4,138,423 7,110,856 - 4,138,423 7,110,856 -
SUNNYSIDE 205 1,200,000 8,703,281 51,636 1,200,000 8,754,917 -
TARRANT PARKWAY VILLAGE - - - - - -
TASSAJARA CROSSING 8,560,000 14,899,929 26,755 8,560,000 14,926,684 -
THE PROMENADE 2,526,480 12,712,811 162,056 2,526,480 12,874,867 -
THE VILLAGE 522,313 6,984,992 116,839 522,313 7,101,831 -
THOMAS LAKE 6,000,000 10,301,811 5,136 6,000,000 10,306,947 -
TWIN PEAKS 5,200,000 25,119,758 71,465 5,200,000 25,191,223 -
VALLEY RANCH CENTRE 3,021,181 10,727,623 - 3,021,181 10,727,623 -
VENTURA VILLAGE 4,300,000 6,351,012 23,271 4,300,000 6,374,283 -
WALKER CENTER 3,840,000 6,417,522 4,398 3,840,000 6,421,920 -
WEST HILLS 2,200,000 6,045,233 - 2,200,000 6,045,233 -
WEST PARK PLAZA 5,840,225 4,991,746 110,970 5,840,225 5,102,716 -
WESTLAKE VILLAGE CENTER 7,042,728 25,744,011 394,390 7,042,728 26,138,401 -
WOODMAN VAN NUYS 5,500,000 6,835,246 45,215 5,500,000 6,880,461 -
WOODSIDE CENTRAL 3,500,000 8,845,697 21,979 3,500,000 8,867,676 -
OPERATING BUILD TO SUIT PROPERTIES 11,158,450 30,478,383 - - - 41,636,833
---------------------------------------------------------------------------------------------
620,308,743 1,833,804,353 107,682,531 564,089,984 1,813,554,881 184,150,762
==============================================================================================
Total
Net of
Accumulated Accumulated
Total Depreciation Depreciation Mortgages
----- ------------ ------------ ---------
ANASTASIA SHOPPING PLAZA 4,991,655 834,635 4,157,020 -
ASHFORD PLACE 12,344,720 1,264,099 11,080,621 4,439,839
AVENTURA SHOPPING CENTER 12,609,618 3,090,545 9,519,073 8,325,714
BECKETT COMMONS 9,779,518 477,481 9,302,037 -
BENEVA 11,648,257 477,015 11,171,242 -
BENT TREE PLAZA 8,596,991 521,063 8,075,928 5,425,181
BERKSHIRE COMMONS 10,602,675 1,531,756 9,070,919 -
BLOOMINGDALE 18,324,149 1,074,042 17,250,107 -
BOLTON PLAZA 10,381,427 1,412,866 8,968,561 -
BONNERS POINT 3,946,328 747,759 3,198,569 -
BOYNTON LAKES PLAZA 14,144,696 803,345 13,341,351 -
BRAELINN VILLAGE EQUIPORT - - - -
BRIARCLIFF LA VISTA 3,740,686 409,919 3,330,767 -
BRIARCLIFF VILLAGE 27,922,438 2,290,157 25,632,281 12,932,901
BROOKVILLE PLAZA 5,790,823 367,136 5,423,687 -
BUCKHEAD COURT 9,554,793 902,438 8,652,355 -
CAMBRIDGE SQUARE 4,915,914 330,962 4,584,952 -
CARMEL COMMONS 13,174,218 1,019,471 12,154,747 -
CARRIAGE GATE 4,507,721 1,093,281 3,414,440 2,202,286
CENTER OF SEVEN SPRINGS 5,767,969 - 5,767,969 -
CHASEWOOD PLAZA 19,467,039 3,733,220 15,733,819 -
CHERRY GROVE 18,069,654 979,644 17,090,010 -
CITY VIEW SHOPPING CENTER 5,666,621 508,109 5,158,512 -
COLUMBIA MARKETPLACE 5,920,314 961,958 4,958,356 -
COUNTRY CLUB 4,985,560 797,642 4,187,918 -
COURTYARD SHOPPING CENTER 7,469,247 1,627,178 5,842,069 -
CROMWELL SQUARE 8,399,494 797,071 7,602,423 -
CUMMING 400 11,354,031 1,078,135 10,275,896 6,272,880
DELK SPECTRUM 14,054,422 877,663 13,176,759 10,000,000
DUNWOODY HALL 12,017,381 849,171 11,168,210 -
DUNWOODY VILLAGE 12,026,482 1,087,192 10,939,290 7,015,740
EAST POINTE 9,530,880 546,513 8,984,367 5,072,570
EAST PORT PLAZA 12,929,491 - 12,929,491 -
ENSLEY SQUARE 4,647,245 450,754 4,196,491 -
EVANS CROSSING 7,547,767 430,440 7,117,327 4,164,789
FLEMING ISLAND 12,459,193 408,968 12,050,225 3,278,199
FRANKLIN SQUARE 13,368,166 857,149 12,511,017 8,827,413
GARDEN SQUARE 10,171,357 662,842 9,508,515 6,280,967
GARNER FESTIVAL 27,282,184 1,176,383 26,105,801 -
GLENWOOD VILLAGE 5,671,685 562,428 5,109,257 2,028,574
HAMILTON MEADOWS - - - -
HAMPSTEAD VILLAGE 10,389,207 266,895 10,122,312 10,362,993
HARPETH VILLAGE FIELDSTONE 11,577,791 680,182 10,897,609 -
HIGHLAND SQUARE 17,641,599 846,864 16,794,735 3,719,181
HINSDALE LAKE COMMONS 20,841,943 797,810 20,044,133 -
HYDE PARK 45,357,140 3,240,897 42,116,243 24,750,000
KERNERSVILLE PLAZA 8,351,579 448,209 7,903,370 5,068,534
KINGS CROSSING (SUN CITY) 6,948,703 - 6,948,703 -
KINGSDALE SHOPPING CENTER 23,207,351 1,326,800 21,880,551 -
LAGRANGE MARKETPLACE 4,408,359 716,774 3,691,585 -
LAKE PINE PLAZA 9,529,676 515,286 9,014,390 5,782,351
LAKESHORE 7,053,520 400,597 6,652,923 3,602,120
LOEHMANNS PLAZA 18,968,358 1,831,189 17,137,169 -
LOVEJOY STATION 7,181,135 492,642 6,688,493 -
LUCEDALE MARKETPLACE 2,928,980 495,134 2,433,846 -
MAINSTREET SQUARE 5,859,037 446,758 5,412,279 -
MARINERS VILLAGE 7,731,494 606,338 7,125,156 -
MARKETPLACE ST PETE 6,267,263 652,196 5,615,067 -
MARTIN DOWNS VILLAGE CENTER 10,377,986 1,810,700 8,567,286 -
MARTIN DOWNS VILLAGE SHOPPES 5,264,210 718,297 4,545,913 -
MAXTOWN ROAD (NORTHGATE) 8,036,732 444,588 7,592,144 5,230,580
MAYNARD CROSSING 19,376,937 1,037,540 18,339,397 11,374,878
MEMORIAL BEND SHOPPING CENTER 17,160,348 1,691,123 15,469,225 7,822,505
MERCHANTS VILLAGE 7,625,740 553,291 7,072,449 -
MILLHOPPER 5,718,318 1,353,102 4,365,216 -
NASHBORO 9,424,711 347,547 9,077,164 -
NEWBERRY SQUARE 12,031,998 1,984,916 10,047,082 6,166,402
NORTH MIAMI SHOPPING CENTER 2,720,210 843,093 1,877,117 -
NORTHLAKE VILLAGE I 12,346,740 63,615 12,283,125 6,874,684
OAKLEY PLAZA 8,258,248 622,549 7,635,699 -
OCEAN BREEZE 7,122,006 1,307,238 5,814,768 -
OLD ST AUGUSTINE PLAZA 10,482,776 964,259 9,518,517 -
ORCHARD SQUARE 7,381,332 593,771 6,787,561 -
PACES FERRY PLAZA 14,890,978 1,406,588 13,484,390 -
PALM HARBOUR SHOPPING VILLAGE 15,257,180 1,373,908 13,883,272 -
PALM TRAILS PLAZA 8,226,348 401,001 7,825,347 -
PARK PLACE 10,292,707 439,261 9,853,446 -
PARKWAY STATION 5,707,765 561,309 5,146,456 -
PEACHLAND PROMENADE 6,601,813 880,779 5,721,034 4,002,787
PEARTREE VILLAGE 24,697,857 1,747,608 22,950,249 12,433,938
PIKE CREEK 24,662,494 1,249,361 23,413,133 12,012,638
PINE TREE PLAZA 5,916,272 301,909 5,614,363 -
POWERS FERRY SQUARE 20,420,509 1,880,304 18,540,205 -
POWERS FERRY 5,677,593 530,917 5,146,676 2,851,309
QUEENSBOROUGH 7,519,124 346,699 7,172,425 -
REGENCY COURT 14,305,209 - 14,305,209 -
REGENCY SQUARE BRANDON 27,054,855 7,484,193 19,570,662 -
RIVERMONT STATION 13,434,274 937,782 12,496,492 -
ROSWELL VILLAGE - - - -
RUSSELL RIDGE 8,762,164 1,011,633 7,750,531 5,961,171
SANDY PLAINS VILLAGE 15,010,481 1,294,591 13,715,890 -
SANDY SPRINGS VILLAGE 4,410,598 450,089 3,960,509 -
SHOPPES @ 104 12,784,621 691,798 12,092,823 -
SHOPPES AT MASON 6,934,511 386,510 6,548,001 3,791,705
SILVERLAKE 9,265,100 471,440 8,793,660 -
SOUTH MONROE 6,421,435 382,069 6,039,366 -
SOUTH POINTE CROSSING 16,443,784 589,761 15,854,023 -
ST ANN SQUARE 7,158,982 548,212 6,610,770 4,749,168
STATLER SQUARE 10,428,471 610,841 9,817,630 5,306,699
TAMIAMI TRAILS 9,705,549 689,222 9,016,327 -
TEQUESTA SHOPPES 5,725,528 - 5,725,528 -
TERRACE WALK 4,281,021 786,840 3,494,181 -
THE MARKETPLACE 8,195,622 1,227,572 6,968,050 2,129,448
TINWOOD HOTEL SITE 6,942,321 - 6,942,321 -
TOWN CENTER AT MARTIN DOWNS 6,384,635 514,055 5,870,580 -
TOWN SQUARE 6,809,152 260,555 6,548,597 -
TROWBRIDGE CROSSING EQUIPORT - - - -
UNION SQUARE SHOPPING CENTER 7,937,741 738,870 7,198,871 -
UNIVERSITY COLLECTION 11,711,160 979,939 10,731,221 -
UNIVERSITY MARKETPLACE 6,369,808 - 6,369,808 -
VILLAGE CENTER 6 15,189,859 1,511,545 13,678,314 -
VILLAGE IN TRUSSVILLE 4,367,764 734,953 3,632,811 -
WATERFORD TOWNE CENTER 13,682,000 326,425 13,355,575 -
WELLEBY 8,318,429 1,054,642 7,263,787 -
WELLINGTON MARKET PLACE 15,848,206 - 15,848,206 -
WELLINGTON TOWN SQUARE 9,949,734 907,099 9,042,635 -
WEST COUNTY 6,631,603 1,160,716 5,470,887 -
WESTCHESTER PLAZA 8,959,995 621,736 8,338,259 5,600,542
WINDMILLER PLAZA PHASE I 14,737,828 737,265 14,000,563 -
WOODCROFT SHOPPING CENTER 7,023,701 639,384 6,384,317 -
WORTHINGTON PARK CENTRE 14,347,298 848,258 13,499,040 4,748,362
ARAPAHO VILLAGE 9,129,799 385,189 8,744,610 -
ARDEN SQUARE - - - -
BETHANY PARK PLACE 10,396,627 556,948 9,839,679
BLOSSOM VALLEY 18,259,729 485,999 17,773,730 -
BOULEVARD CENTER 13,517,617 447,686 13,069,931 -
BRISTOL WARNER 17,135,067 571,758 16,563,309 -
BUCKLEY SQUARE 8,141,487 278,470 7,863,017 -
CASA LINDA PLAZA 35,528,552 1,460,938 34,067,614 -
CASCADE PLAZA 18,475,663 - 18,475,663 -
CHAMPIONS FOREST 11,381,278 399,594 10,981,684 -
CHERRY PARK MARKET 18,861,601 781,399 18,080,202 -
CHEYENNE MEADOWS 9,301,509 431,938 8,869,571 -
COOPER STREET 12,799,829 499,146 12,300,683 -
COSTA VERDE 38,115,873 1,395,884 36,719,989 -
COUNTRY CLUB CALIF 14,717,057 537,025 14,180,032 -
CREEKSIDE PHASE II 1,788,217 17,037 1,771,180 -
CROSSROADS 6,108,958 118,794 5,990,164 -
DIABLO PLAZA 12,892,800 349,573 12,543,227 -
EL CAMINO 18,712,056 522,595 18,189,461 -
EL NORTE PARKWAY PLA 9,239,564 302,695 8,936,869 -
ENCINA GRANDE 15,582,593 496,383 15,086,210 -
FRIARS MISSION 33,966,516 1,248,338 32,718,178 17,453,137
FRISCO PRESTONBROOK 15,465,248 367,845 15,097,403 13,260,822
HANCOCK 33,752,500 1,188,985 32,563,515 -
HARWOOD HILLS VILLAGE 11,919,323 420,040 11,499,283 -
HAWTHORNE PLAZA - - - -
HEBRON PARK 7,263,232 - 7,263,232 -
HERITAGE LAND 12,390,000 - 12,390,000 -
HERITAGE PLAZA 23,977,643 1,135,395 22,842,248 -
HILLCREST VILLAGE 3,406,192 83,526 3,322,666 -
INGLEWOOD PLAZA 3,284,997 88,139 3,196,858 -
JAMES CENTER 19,970,389 - 19,970,389 5,595,471
KELLER TOWN CENTER - - - -
LAKE MERIDIAN 18,875,386 585,478 18,289,908 -
LEETSDALE MARKETPLACE 13,367,564 469,014 12,898,550 -
LITTLETON SQUARE 10,289,617 378,156 9,911,461 -
LLOYD KING CENTER 10,633,983 474,316 10,159,667 -
LOEHMANNS PLAZA CALIFORNIA 14,222,611 417,764 13,804,847 -
MACARTHUR PARK PHASE I 10,753,737 - 10,753,737 -
MARKET AT PRESTON FOREST 15,156,631 492,863 14,663,768 -
MARKET AT ROUND ROCK 11,720,038 454,263 11,265,775 7,166,436
MILLS POINTE 13,953,045 558,274 13,394,771 -
MOCKINGBIRD COMMON 12,890,337 458,892 12,431,445 -
MONUMENT JACKSON CREEK 9,475,633 309,046 9,166,587 -
MORNINGSIDE PLAZA 17,532,944 621,997 16,910,947 -
MURRAYHILL MARKETPLACE 18,688,992 764,161 17,924,831 8,026,284
NEWLAND CENTER 25,073,212 618,954 24,454,258 -
NORTH HILLS 23,950,786 874,016 23,076,770 8,395,474
NORTHVIEW PLAZA 10,698,995 404,387 10,294,608 -
OAKBROOK PLAZA 10,370,933 331,533 10,039,400 -
PASEO VILLAGE 10,409,699 369,153 10,040,546 3,917,989
PIMA CROSSING 30,884,030 1,155,342 29,728,688 -
PINE LAKE VILLAGE 16,878,555 485,956 16,392,599 -
PLAZA DE HACIENDA 16,090,798 551,477 15,539,321 6,509,029
PLAZA HERMOSA 13,618,418 435,598 13,182,820 -
PRESTON PARK 53,405,749 2,162,645 51,243,104 -
PRESTONWOOD PARK - - - -
REDLANDS MARKET - - - -
REDONDO VILLAGE CENTER 24,752 - 24,752 -
RIDGLEA PLAZA 14,715,717 621,794 14,093,923 -
RONA PLAZA 5,871,850 200,250 5,671,600 -
SAMMAMISH HIGHLAND 16,953,426 353,196 16,600,230 -
SAN FERNANDO VALUE SQUARE 11,213,673 - 11,213,673 -
SAN LEANDRO 9,225,417 370,718 8,854,699 -
SANTA ANA DOWTOWN 11,610,686 347,982 11,262,704 -
SEQUOIA STATION 27,019,559 820,913 26,198,646 -
SHERWOOD MARKET CENTER 19,417,514 767,550 18,649,964 -
SHILOH PHASE II 2,110,827 10,654 2,100,173 -
SOUTH POINT PLAZA 15,150,622 467,948 14,682,674 -
SOUTHCENTER 13,555,825 565,867 12,989,958 -
SOUTHPARK 12,525,711 433,470 12,092,241 -
STRAWFLOWER VILLAGE 11,364,303 345,656 11,018,647 -
STROH RANCH 11,249,279 339,149 10,910,130 -
SUNNYSIDE 205 9,954,917 411,200 9,543,717 -
TARRANT PARKWAY VILLAGE - - - -
TASSAJARA CROSSING 23,486,684 687,485 22,799,199 -
THE PROMENADE 15,401,347 607,064 14,794,283 -
THE VILLAGE 7,624,144 328,429 7,295,715 -
THOMAS LAKE 16,306,947 473,042 15,833,905 -
TWIN PEAKS 30,391,223 1,176,551 29,214,672 -
VALLEY RANCH CENTRE 13,748,804 506,816 13,241,988 -
VENTURA VILLAGE 10,674,283 292,309 10,381,974 -
WALKER CENTER 10,261,920 302,713 9,959,207 -
WEST HILLS 8,245,233 276,868 7,968,365 5,137,993
WEST PARK PLAZA 10,942,941 230,599 10,712,342 -
WESTLAKE VILLAGE CENTER 33,181,129 1,441,904 31,739,225 -
WOODMAN VAN NUYS 12,380,461 312,143 12,068,318 5,713,756
WOODSIDE CENTRAL 12,367,676 411,251 11,956,425 -
OPERATING BUILD TO SUIT PROPERTIES 41,636,833 1,147,506 40,489,327 -
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2,561,795,627 147,053,900 2,414,741,727 321,785,439
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REGENCY CENTERS CORPORATION
Combined Real Estate and Accumulated Depreciation
December 31, 2000
Depreciation and amortization of the Company's investment in buildings and
improvements reflected in the statements of operation is calculated over the
estimated useful lives of the assets as follows:
Buildings and improvements up to 40 years
The aggregate cost for Federal income tax purposes was approximately
$2.3 billion at December 31, 2000.
The changes in total real estate assets for the period ended December 31, 2000,
1999 and 1998:
2000 1999 1998
---------------- ----------------- ----------------
Balance, beginning of period 2,401,953,304 1,183,184,013 799,801,367
Developed or acquired properties 219,887,989 1,215,563,938 399,305,955
Sale of properties (56,037,062) (18,330,608) (24,248,801)
Provision for loss on properties held for sale (12,995,412) - -
Reclass Accum Depr. Property held for Sale (10,147,692) - -
Improvements 19,134,500 21,535,961 8,325,492
---------------- ----------------- ----------------
Balance, end of period 2,561,795,627 2,401,953,304 1,183,184,013
================ ================= ================
The changes in accumulated depreciation for the period ended December 31, 2000,
1999 and 1998:
2000 1999 1998
---------------- ----------------- ----------------
Balance, beginning of period 104,467,176 58,983,738 40,795,801
Prior depreciation Midland JV'S Transferred i 1,662,125 - -
Sale of properties (3,800,803) (721,007) (5,121,929)
Reclass Accum Depr. Property held for Sale (10,147,692) - -
Depreciation for period 54,873,094 46,204,445 23,309,866
---------------- ----------------- ----------------
Balance, end of period 147,053,900 104,467,176 58,983,738
================ ================= ================