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, 20022003
( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from ___________________ to ___________________
Commission File Number 0-24763
REGENCY CENTERS, L.P.
(Exact name of registrant as specified in its charter)
Delaware 59-3429602
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) identification No.)
121 West Forsyth Street, Suite 200 (904) 598-7000
Jacksonville, Florida 32202 (Registrant's telephone No.)
Address(Address of principal executive offices) (zip code)
Securities registered pursuant to Section 12(b) of the Act:
None
(Title of Class)
Not Applicable
(Name of exchange on which registered)
Securities registered pursuant to Section 12(g) of the Act:
Class B Units of Partnership Interest
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 and the number of shares of Registrant's voting
common stock outstanding is not applicable.
Documents Incorporated by Reference
Regency Centers Corporation is the general partner of Regency Centers, L.P.
Portions of Regency Centers Corporation's Proxy Statement in connection with its
20032004 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.................................................................1Business...........................................................1
2. Properties...............................................................4Properties.........................................................4
3. Legal Proceedings.......................................................20Proceedings.................................................13
4. Submission of Matters to a Vote of Security Holders.....................20Holders...............13
PART II
5. Market for the Registrant's Common Equity and Related
Shareholder Matters.................................................................20Matters...............................................13
6. Selected Consolidated Financial Data....................................22Data..............................14
7. Management's Discussion and Analysis of Financial Condition
and Results of Operations...................................................24Operations.........................................15
7a. Quantitative and Qualitative Disclosures about Market Risk..............32Risk........25
8. Consolidated Financial Statements and Supplementary Data................33Data..........25
9. Changes in and Disagreements with Accountants on Accounting
and Financial Disclosure....................................................33Disclosure..........................................25
9a. Controls and Procedures...........................................25
PART III
10. Directors and Executive Officers of the Registrant......................33Registrant................26
11. Executive Compensation..................................................33Compensation............................................26
12. Security Ownership of Certain Beneficial Owners and Management..........34Management....27
13. Certain Relationships and Related Transactions..........................34Transactions....................27
14. ControlsPrincipal Accountant Fees and Procedures.................................................34Services............................27
PART IV
15. Exhibits, Financial Statements, Schedules and Reports on Form 8-K.......348-K.28
Forward Looking Statements
- --------------------------
In addition to historical information, the following information
contains forward-looking statements as defined under the federal securities laws.
These statements are based on current expectations, estimates and projections
about the industry and markets in which Regency operates, and management's
beliefs and assumptions. Forward-looking statements are not guarantees of future
performance and involve certain known and unknown risks and uncertainties that
could cause actual results to differ materially from those expressed or implied
by such statements. Such risks and uncertainties include, but are not limited
to, changes in national and local economic conditions; financial difficulties of
tenants; competitive market conditions, including pricing of acquisitions and
sales of properties and out-parcels; changes in expected leasing activity and
market rents; timing of acquisitions, development starts and sales of properties
and out-parcels; weather; the ability to obtain governmental approvals; and
meeting development schedules. The following discussion should be read in
conjunction with the accompanying Consolidated Financial Statements and Notes
thereto of Regency Centers, L.P. appearing elsewhere within.
PART I
Item 1. Business
Operating and Investment Philosophy
Regency Centers Corporation ("Regency" or the "Company") completed its
initial public offering in 1993 (NYSE: REG) and becameis a qualified
self-administered, self-managed
real estate investment trust ("REIT"). Through, which began operations in 1993. Our
primary operating and investment goal is long-term growth in earnings per share
and total shareholder return by focusing on a seriesstrategy of strategic acquisitionsowning and operating
grocery anchored shopping centers that are anchored by market-leading
supermarkets, and that are located in 1997, 1998 and 1999, we expanded the scope
of our operations and became a nationally based owner, operator, and developer
of grocery-anchored retail shopping centers.areas with attractive demographics.
Currently, our assetsreal estate investments before depreciation total approximately $3.1$3.2
billion with 262265 shopping centers in 2122 states. At December 31, 2002,2003, our gross
leasable area ("GLA") totaled 29.530.3 million square feet and was 94.8%92.2% leased.
Geographically, 21.0%19.6% of our GLA is located in Florida, 17.4%19.5% in California,
17.4%16.8% in Texas, 8.3%6.6% in Georgia, 6.5%6.3% in Ohio, and 29.4%31.2% spread throughout 1617
other states. We invest in retailown and operate our shopping centers through our operating
partnership, Regency Centers, L.P., ("RCLP" or "Partnership") an operating partnership, in which Regencywe
currently owns approximatelyown 98% of the outstanding commonoperating partnership units ("Common
Units"). The acquisition, development, operationsunits. Regency's operating,
investing and financing activity of
Regency including the issuance of Common Units or Preferred Units is executedactivities are generally performed by RCLP, its wholly-owned subsidiaries,RCLP.
We earn revenues and joint ventures with third parties.
Operatinggenerate operating cash flow by leasing space to
grocers and Investment Philosophy
Regency's primary operating and investment goal is to compound long
termretail side-shop tenants in our shopping centers. We experience
growth in per share earningsrevenues by increasing occupancy and total shareholder return through:
o focusing on a strategy of owning, operating, and developing
grocery-anchored community and neighborhoodrental rates at currently owned
shopping centers, that are anchoredand by market leading supermarkets and are
located in markets with attractive demographics,
o sustaining growth in the profits and intrinsic value of the
operating portfolio by:
o increasing net operating income from the high-quality
centers through intense leasing and management and
industry leading operating systems like Regency's premier
customer initiative,
o recycling the proceeds from lower quality properties and
non-core developments into high yielding, higher qualitydeveloping new developments and acquisitions,
o utilizing joint ventures to cost efficiently expand the
portfolio and increase fee based income,
o realizing significant value from Regency's customer-driven
development program,
o using conservative financial management to maintain a strong
balance sheet with access to substantial capital, and
1
o attracting and motivating a top notch, talented, management
team that is committed to achieving Regency's strategic goals.
Grocery-Anchored Strategy
We focus our investment strategy on grocery-anchored retail shopping centers that are located in attractive trade areas and are anchored by a
dominant grocer in the local market.centers. A neighborhood center
is a convenient, cost-effective distribution platform for food retailers.
Grocery-anchoredGrocery 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 raterental-rate
growth for Regency, -- meaning thatwhich we canexpect to sustain our cash flow growth in earnings per share
and increase the value of our portfolio over the long term.
Research Driven Market Selection
Grocery-anchored centers are best located in neighborhood trade areas
with attractive demographics. For a typical Regency grocery-anchored center, we
target a 3-mile population of approximately 72,000 people with an average
household income in excess of $85,000 and a projected 5-year population growth
of approximately 8%. The trade areas of our centers are growing nearly twice as
fast and household incomes are more than 35% greater than the national averages,
translating into more retail buying power. Once we select specific markets, we
seek 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 alsoWe seek a range of strong national, regional and local specialty
tenants.tenants, for the same reason that we choose to anchor our centers with leading
grocers. 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 grocery-anchor,grocery anchor, help to stabilize a center's
occupancy, reduce releasingre-leasing downtime, lowerreduce tenant turnover and yield higher
sustainable rents.
Customer-driven DevelopmentWe primarily grow our shopping center portfolio through new shopping
center development, where we acquire the land and construct the building.
Development is customer-driven, meaning we generally have an executed lease from
the anchor before we purchase the land and beginstart construction. Developments serve the growth needs of
our grocery and specialty retail customers, result in modern shopping centers
with long-term leases from the grocery-anchorsgrocery anchors and produce attractive returns on
our invested capital. Capital StrategyThis development process can require up to 36 months from
initial land or redevelopment acquisition through construction, lease-up and
stabilization of rental income, depending upon the size of the project.
Generally, anchor tenants begin operating their stores prior to construction
completion of the entire center, resulting in rental income during the
development phase.
We intend to maintain a conservative capital structure designed to fund our
growth programs without compromising our investment-grade ratings. ThisOur approach
is founded on our self-funding business model. This model utilizes
1
center "recycling" as a key component. Our recycling strategy calls for us to
re-deploy the proceeds from the sales of outparcels, developments and low
growth, lower quality operating properties into new higher-qualityhigher quality
developments
and acquisitions that we expect willto generate sustainable revenue growth and more
attractive returns on invested capital. Our commitment to maintaining a high-qualityhigh-
quality shopping center portfolio dictates that we continually assess the value
of all of our properties and sell those that no longer meet our long-term
investment standards to third parties.standards.
Joint venturing of assets willshopping centers also provide Regencyprovides us with a capital
source for new investments and market based fees that we may earndevelopment, as well as the opportunity to earn fees for asset
manager.and property management services. As asset manager, we are engaged by our
partners to apply similar operating, investment, and capital strategies to the
portfolios owned by the joint ventures. Joint ventures grow their shopping
center investments through acquisitions from third parties or direct purchases
of shopping centers from Regency. Although selling properties to joint ventures
reduces our ownership interest, we continue to share in the risks and rewards of
centers that meet our long-term investment strategy. Regency is not subject to
liability and has no obligations or guarantees of the joint ventures beyond its
ownership percentage.
Risk Factors Relating to Ownership of Regency Common Stock
We are subject to certain business risks arising in connection with owning real
estatethat could affect our industry
which include, among others:
o increased competition from super-centers such as Wal-Mart could result in
grocery anchor closings or consolidations in the grocery store industry
which could reduce our cash flow;
o a slow down in our shopping center development program would reduce our
operating revenues and gains from sales;
o the bankruptcy or insolvency of, or a downturn in the business of, any of
our major tenants could reduce our cash flow,
2
o the possibility that major tenants will not renew their leases as they
expire or renew at lower rental rates could reduce our cash flow,
o risks related to the internet and e-commerce reducingcould reduce the demand for tenants to occupy
our shopping centers,
o vacatedvacant anchor space willcould affect the entire shopping center because of the
loss of the departed anchor tenant'sanchor'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 ownsour shopping centers,
o risks relating to leverage, including uncertainty that we will be able to
refinance our indebtedness, and the risk of higher interest rates,
o unsuccessful development activities could reduce cash flow,
o Regency'sour inability to satisfy itsour cash requirements from operations and the
possibility that Regencywe may be required to borrow funds to meet distribution
requirements in order to maintain itsour qualification as a REIT,
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 whichand could
adversely affect Regency'sour ability to attract and retain desirable tenants.
2
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 willcould require or are
currently undergoing varying levels of environmental remediation. These
remediations areEnvironmental
remediation is not currently expected to have a material financial effect on Regencyus
due to financial statement reserves for remediation, 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 believeare among the largest publicly-held owners of grocery-anchored
shopping centers in the nation based on revenues, number of properties, gross
leaseable area and market capitalization. There are numerous companies and
private individuals engaged in the ownership, development, acquisition and
operation of shopping centers is highly fragmented.
Regency faceswhich compete with us in our targeted markets.
This results in competition from other REITs in the development, acquisition,
ownership and leasing of shopping centersfor attracting grocery anchor tenants, as well as,
from numerous local,
regionalthe acquisition of existing shopping centers and national real estate developersnew development sites. We
believe that the principal competitive factors in attracting tenants in our
market areas are location, demographics, rental costs, tenant mix, property age
and owners.maintenance. We believe that our competitive advantages include our
locations within our market areas, our strong demographics surrounding our
shopping centers, our relationships with our grocery anchor tenants and
side-shop retailers, our PCI program which allows us to provide retailers with
multiple locations, our practice of maintaining and renovating of our shopping
centers, and our ability to source and develop new shopping centers.
Changes in Policies
Our Board of Directors establishes the policies that govern our
investment and operating strategies including, among others, development and
acquisition of shopping centers, tenant and market focus, 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'sour shareholders.
Employees
Our headquarters are located at 121 West Forsyth Street, Suite 200,
Jacksonville, Florida. RegencyWe presently maintainsmaintain nineteen offices in thirteen states
where it maywe conduct management, leasing, construction, and investment activities.
At December 31, 2002, Regency2003, we had approximately 387385 employees and believeswe believe that our relations
with itsour employees are good.
3
Company Website Access and SEC Filings
The Company's website may be accessed at www.regencycenters.com. All of
the Company'sour filings with the Securities and Exchange Commission can be accessed through
our website;website promptly after filing; however, in the event that the website is
inaccessible, the Companythen we will provide paper copies of itsour most recent annual report
on Form 10-K, the four previous quarterly reports on Form 10-Q, and current
reports filed or furnished on Form 8-K, and all related amendments, excluding
exhibits, free of charge upon request.
3
Item 2. Properties
A list of our shopping centers including those partially owned through
joint ventures, summarized by state and in order of
largest holdings follows based upon gross leaseable area (GLA), including their GLA follows:those
properties that we partially own in joint ventures:
December 31, 20022003 December 31, 20012002
----------------- -----------------
Location # Properties GLA % Leased * # Properties GLA % Leased
*
-------- ------------ --------- ------------- -------- ------------ ----------- ------------- --------
Florida 50 5,943,345 94.3% 53 6,195,550 91.9% 56 6,535,254 92.0%6,193,550 90.9%
California 49 5,917,372 90.8% 43 5,125,030 99.1% 39 4,879,051 98.8%91.4%
Texas 41 5,086,086 88.1% 40 5,123,197 93.6% 36 4,579,263 92.8%88.1%
Georgia 20 2,008,066 95.8% 24 2,437,712 93.9% 26 2,556,471 93.3%93.2%
Ohio 14 1,901,538 90.6% 14 1,901,684 91.4%
Colorado 14 1,870,079 93.5%
Colorado1,623,674 94.2% 15 1,538,570 98.0% 12 1,188,480 99.2%88.5%
Virginia 10 1,272,369 89.1% 7 872,796 92.4%
North Carolina 10 1,050,061 98.7% 12 1,225,201 97.6%
13 1,302,751 98.1%
Washington 9 1,020,470 96.4% 9 986,374 98.9% 9 1,095,457 98.1%
Virginia 7 872,796 96.8% 6 408,368 97.6%98.8%
Oregon 8 838,715 92.2% 9 822,115 93.7%
8 740,095 93.2%Arizona 7 652,906 91.5% 6 525,701 95.9%
Alabama 6 543,330 85.5% 7 644,896 94.3% 7 665,440 95.3%
Arizona 6 525,701 96.3% 9 627,612 98.6%90.4%
Tennessee 6 444,234 96.5% 6 444,234 95.3%
10 493,860 99.4%Illinois 3 408,211 97.0% 2 300,477 96.1%
Michigan 4 368,260 87.2% 3 279,265 92.6%
South Carolina 5 339,926 95.7% 5 339,256 99.1% 5 241,541 100.0%85.6%
Kentucky 3 323,029 97.8% 2 304,659 96.6%
5 321,689 94.2%
Illinois 2 300,477 96.1% 2 300,162 91.6%
Michigan 3 279,265 92.6% 3 275,085 89.5%
Delaware 2 240,418 99.0%99.5% 2 240,418 99.3%99.0%
Maryland 1 188,243 90.2% - - -
New Jersey 1 88,993 - 3 112,640 100.0%89.4% 1 88,993 79.7%
Missouri 1 82,498 92.9% 2 370,17691.5% 1 82,498 92.9%
Pennsylvania 1 6,000 100.0% 1 6,000 100.0%
Mississippi - - - 2 185,061 98.3%
Wyoming - - - 1 87,777 100.0%
Maryland - - - 1 6,763 -
------------------------------- --------------- ---------------- ------------------------------ --------------- ----------------------------
Total 265 30,347,744 92.2% 262 29,482,626 94.8% 272 29,089,493 94.9%
==============91.5%
================= =============== ================ ============================== =============== ============================
* Excludes pre-stabilized properties under development
4
Item 2. Properties (continued)
The following table summarizes the largest tenants occupying our
shopping centers based upon a percentage of total annualized base rent exceeding
..5% at December 31, 2002.. The table includes 100% of the GLA in unconsolidated joint ventures.
Annualized base rent includes only Regency's pro-rata share of rent from
leases
of properties owned byunconsolidated joint ventures.
Summary of Principal Tenants > .5% of Annualized Base Rent
(including Properties Under Development)
Percentage to Percentage of Number of Anchor
Company Annualized ofLeased Owned
Tenant GLA Owned GLA Rent Base Rent Stores Stores (a)
------ --- --------- ---- -------------- ---------- ------ ----------
Kroger 3,478,669 11.8% $ 29,757,027 8.78%3,537,464 11.7% 25,237,925 8.19% 59 2
Publix 2,442,986 8.3% 19,837,303 5.86%2,453,698 8.1% 15,750,025 5.11% 53 -
Safeway 1,727,379 5.9% 15,230,267 4.50% 351,859,823 6.1% 14,890,904 4.83% 38 9
Albertsons 847,996 2.9% 8,310,040 2.45% 16907,579 3.0% 7,234,838 2.35% 17 7
Blockbuster 400,977377,768 1.2% 6,464,705 2.10% 67 -
H.E.B. Grocery 417,151 1.4% 7,479,378 2.21% 714,497,612 1.46% 5 -
Kohl's Department Store 266,621 0.9% 3,079,752 1.00% 3 -
Harris Teeter 244,499 0.8% 2,914,612 0.95% 5 -
Winn Dixie 579,493 2.0% 4,118,618 1.22% 12
H.E.B. Grocery 307,162 1.0% 3,865,550 1.14% 4427,138 1.4% 2,830,716 0.92% 8 -
Walgreens 239,776 0.8% 2,710,122 0.88% 17 -
Washington Mutual Bank 121,072 0.4% 2,518,022 0.82% 32 -
Shoppers Food
Warehouse/Supervalu 183,364 0.6% 2,252,476 0.73% 3 -
Hallmark 227,391 0.8% 3,424,342 1.01% 54
Walgreens 259,726 0.9% 3,083,117 0.91% 19
Eckerd 228,330 0.8% 2,923,456 0.86% 24177,996 0.6% 2,207,533 0.72% 41 -
Starbucks 81,337 0.3% 1,802,265 0.58% 53 -
Long's Drugs 233,845235,620 0.8% 2,731,163 0.81%1,774,785 0.58% 10 -
Hollywood Video 101,018 0.3% 1,771,981 0.57% 16 -
Circuit City 116,860 0.4% 1,764,956 0.57% 4 -
Eckerd (JC Penney) 179,758 0.6% 1,743,619 0.57% 19 -
The UPS Store 112,496 0.4% 1,724,476 0.56% 79 -
Subway 85,764 0.3% 1,684,041 0.55% 69 -
Target 240,086 0.8% 1,589,996 0.52% 2 7
Petco 131,791 0.4% 2,143,076 0.63%1,570,386 0.51% 10 Starbucks 76,222 0.3% 1,990,592 0.59% 50
Harris Teeter 183,892 0.6% 1,941,870 0.57% 4
Mail Boxes, Etc. 97,153 0.3% 1,874,871 0.55% 72
T.J. Maxx /Marshalls 242,976 0.8% 1,841,634 0.54% 9
Ross Dress for Less 143,697 0.5% 1,725,798 0.51% 5-
(a) Includes stores owned by anchor tenant that are attached to our
centers.
Regency's leases have 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 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.
5
Item 2. Properties (continued)
The following table sets forth a schedule of lease expirations for the
next ten years, assuming no tenants renew their leases:
Future
Percent of Minimum Percent of
Lease Total Rent Total
Expiration Expiring Company Expiring Minimum
Year GLA GLA Leases Rent (2)
---- --- --- ------ --------
(1) 334,966322,042 1.2% $ 3,880,966 1.3%
$ 4,702,600 1.5%
2003 1,717,692 6.6% 25,534,931 7.9%
2004 2,314,553 8.9% 35,142,068 10.9%1,625,183 6.2% 24,355,651 8.4%
2005 2,441,606 9.4% 36,590,069 11.4%2,263,752 8.6% 31,345,630 10.8%
2006 2,724,7292,783,551 10.5% 38,016,897 11.8%36,727,598 12.6%
2007 2,967,080 11.4% 41,863,440 13.0%2,893,652 11.0% 36,032,344 12.4%
2008 1,345,086 5.2% 12,929,987 4.0%2,763,394 10.5% 34,672,055 11.9%
2009 846,708 3.3% 9,311,921 2.9%1,207,559 4.6% 12,965,696 4.4%
2010 968,946 3.7% 11,715,106 3.6%1,006,797 3.8% 10,187,595 3.5%
2011 1,169,653 4.5% 13,658,836 4.2%1,071,215 4.1% 11,204,815 3.8%
2012 1,186,6821,207,362 4.6% 15,516,196 4.8%12,608,744 4.3%
2013 782,478 3.0% 9,911,026 3.4%
--------------------------------------------------------------
10 Yr. Total 18,017,701 69.4%17,926,985 67.9% $ 244,982,051 76.0%223,892,120 76.8%
--------------------------------------------------------------
(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 Regency's properties.
6
Year Gross
Property Name Year Con- Leasable Percent
Grocery
Property Name Acquired structed (1)structed(1) Area (GLA) Leased (2) Grocery Anchor
- ---------------------------------------------------------- ------------ ----------- --------------------------------------------------------------------------------------------------------------------------------------------------------
FLORIDA
Ft. Myers / Cape Coral
- ----------------------
Grande Oak 2000 2000 78,784 100.0% Publix
Jacksonville / North Florida
- ----------------------------
Anastasia Plaza (5) 1993 1988 102,342 97.6%91.3% Publix
Beneva Village Shops 1998 1987 141,532 94.9% Publix
Bolton Plaza 1994 1988 172,938 96.5%94.3% --
Carriage Gate 1994 1978 76,833 87.6%95.6% --
Courtyard Shopping Center 1993 1987 137,256 100.0% AlbertsonsAlbertson's (4)
Fleming Island 1998 2000 136,662 95.9%98.3% Publix
HighlandsHighland Square (5) 1998 1999 272,554 88.8%262,194 98.8% Publix/Winn-Dixie
John's Creek Shopping Center (3) 2003 2004 90,041 49.8% Publix
Julington Village (5) 1999 1999 81,821 100.0% Publix
Lynnhaven (5) 2001 2001 63,871 93.4%100.0% Publix
Millhopper 1993 1974 84,065 100.0%98.5% Publix
Newberry Square 1994 1986 180,524 99.4%96.5% Publix
Ocala Corners (5) 2000 2000 86,772 100.0% Publix
Old St. Augustine Plaza 1996 1990 175,459 95.1%99.4% Publix
Palm HarbourHarbor Shopping Village (5) 1996 1991 172,758 99.2%99.7% Publix
Pine Tree Plaza 1997 1999 60,787 100.0% Publix
Regency Court 1997 1992 218,648 79.4%218,649 99.4% --
US 301 & SR 100 - Starke 2000 2000 12,738 100.0% --
Vineyard Shopping Center (3) 2001 20012002 62,821 81.6%83.8% Publix
Miami / Ft. Lauderdale
- ----------------------
Aventura Shopping Center 1994 1974 102,876 89.5% Publix
Berkshire Commons 1994 1992 106,354 98.6% Publix
Garden Square 1997 1991 90,258 97.5% Publix
Palm Trails Plaza 1997 1998 76,067 100.0% Winn-Dixie
Pebblebrook Plaza (5) 2000 2000 76,767 100.0% Publix
Shoppes @ 104 (5) 1998 1990 108,192 98.7% Winn-Dixie
University Marketplace 1993 1990 129,121 93.3% Albertson's (4)
Welleby 1996 1982 109,949 98.9% Publix
Tampa / Orlando
Beneva Village Shops 1998 1987 141,532 98.0% Publix- ---------------
Bloomingdale Square 1998 1987 267,935 99.6% Publix
Center of Seven Springs 1994 1986 162,580 37.8% Winn-Dixie
East Towne Shopping Center (3) 2002 2003 69,841 64.2%78.2% Publix
Kings Crossing Sun City (5) 1999 1999 75,020 96.8%100.0% Publix
Mainstreet Square 1997 1988 107,134 90.5%87.7% Winn-Dixie
Mariner'sMariners Village 1997 1986 117,690 79.0%133,440 96.4% Winn-Dixie
Market Place -Marketplace St. PetersburgPete 1995 1983 90,296 97.6%98.8% Publix
Peachland Promenade 1995 1991 82,082 96.9%94.1% Publix
Regency Square Brandon 1993 1986 349,848 98.2%95.5% --
at Brandon
Regency Village (3), (5) 2000 20002002 83,170 87.5% Publix
Terrace Walk 1993 1990 50,936 90.2% --
Town Square 1997 1999 44,679 99.3%97.5% --
University CollectionsCollection 1996 1984 106,899 96.2%95.3% Kash N Karry (4)
Village Center-TampaCenter 6 1995 1993 181,110 98.4%98.5% Publix
Willa Springs Shopping Center 2000 2000 83,73089,930 100.0% Publix
West Palm Beach / Treasure Coast
- --------------------------------
Boynton Lakes Plaza 1997 1993 130,924 98.4%100.0% Winn-Dixie
Chasewood Plaza 1993 1986 141,178 91.6%155,603 96.6% Publix
Chasewood Storage 1993 1986 42,810 100.0% --
East Port Plaza 1997 1991 235,842 55.3%56.3% Publix
Martin Downs Village Center 1993 1985 121,946 96.7%100.0% --
Martin Downs Village Shoppes 1993 1998 49,773 92.3%86.3% --
Ocean Breeze 1993 1985 108,209 84.7%83.6% Publix
Shops of San Marco (3), (5) 2002 91,538 58.6% Publix
Tequesta Shoppes 1996 1986 109,937 88.8%2002 91,537 100.0% Publix
Town Center at Martin Downs 1996 1996 64,546 100.0% Publix
Wellington Town Square 1996 1982 105,150 98.9%94.2% Publix
Miami / Ft. Lauderdale
Aventura 1994 1974 102,876 94.9% Publix
Berkshire Commons 1994 1992 106,354 97.6% Publix
Garden Square 1997 1991 90,258 98.6% Publix
Palm Trails Plaza 1997 1998 76,067 97.6% Winn-Dixie
Shoppes @ 104 (5) 1998 1990 108,190 98.6% Winn Dixie
Shoppes of Pebblebrooke (5) 2000 76,767 100.0% Publix
University Marketplace 1993 1990 129,121 85.7% Albertsons (4)
Welleby 1996 1982 109,949 95.4% Publix
Ft. Myers / Cape Coral
Grande Oaks 2000 2000 78,784 93.1% Publix
------------- ---------------------------
Subtotal/Weighted Average (Florida) 6,193,550 90.9%
------------- -------
CALIFORNIA
Los Angeles / Southern CA
230th & Hawthorne 2002 2002 13,860 100.0% --
Amerige Heights 2000 2000 96,679 98.5% Albertsons
Campus Marketplace (5) 2000 144,288 94.4% Ralph's
Costa Verde 1999 1988 178,621 100.0% Albertsons
7
(FL) 5,943,345 94.3%
--------------------
CALIFORNIA
Los Angeles / Southern CA
- -------------------------
(continued)Alameda Bridgeside Shopping Center (3) 2003 2004 103,510 56.7% Nob Hill
Amerige Heights Town Center (5) 2000 2000 96,679 100.0% Albertson's
Bear Creek Village Center (3) 2003 2004 81,219 65.6% Stater Brother
Campus Marketplace (5) 2000 2000 144,288 100.0% Ralph's
Costa Verde 1999 1988 178,622 100.0% Albertson's
El Camino Shopping Center1999 1995 135,883 100.0% Von's Food & Drug
El Norte Parkway PlazaPla 1999 1984 87,990 96.4%82.5% Von's Food & Drug
Falcon Ridge (3) 2003 2004 245,857 21.3% Stater Brothers
Friars Mission 1999 1989 146,898146,897 100.0% Ralph's
Property Name Drug Store & Other Anchors > 10,000 Square Feet
- ------------------------------------------------------------------------------------------------------------------------------------
FLORIDA
Ft. Myers / Cape Coral
- ----------------------
Grande Oak --
Jacksonville / North Florida
- ----------------------------
Anastasia Plaza (5) --
Beneva Village Shops Walgreens, Bealls, Harbor Freight Tools
Bolton Plaza Wal-Mart
Carriage Gate Leon County Tax Collector, TJ Maxx
Courtyard Shopping Center Target
Fleming Island Stein Mart
Highland Square (5) Eckerd, Bailey's Powerhouse Gym, Beall's Outlet, Big Lots
John's Creek Shopping Center (3) --
Julington Village (5) --
Lynnhaven (5) --
Millhopper Eckerd, Jo-Ann Fabrics
Newberry Square Jo-Ann Fabrics, K-Mart
Ocala Corners (5) --
Old St. Augustine Plaza Eckerd, Burlington Coat Factory
Palm Harbor Shopping Village (5) Eckerd, Bealls
Pine Tree Plaza --
Regency Court Comp Usa, Office Depot, Recreational Factory Warehouse, Sofa Express, Sports Authority
Starke Eckerd
Vineyard Shopping Center (3) --
Miami / Ft. Lauderdale
- ----------------------
Aventura Shopping Center Eckerd
Berkshire Commons Walgreens
Garden Square Eckerd
Palm Trails Plaza --
Pebblebrook Plaza (5) Walgreens
Shoppes @ 104 (5) Navarro Discount Pharmacies
University Marketplace Beverly's Pet Center, Cafe Iguana Hollywood, Plej's
Welleby Bealls
Tampa / Orlando
- ---------------
Bloomingdale Ace Hardware, Bealls, Wal-Mart
East Towne Shopping Center (3) --
Kings Crossing Sun City (5) --
Mainstreet Square Walgreens
Mariners Village Walgreens, La Fitness
Marketplace St. Pete Dollar World
Peachland Promenade --
Regency Square Brandon AMC Theatre, Dollar Tree, Marshalls, Michaels, S & K Famous Brands, Shoe Carnival,
Staples, TJ Maxx
Regency Village (3), (5) Walgreens
Town Square Petco, Pier 1 Imports
University Collection Eckerd, Dockside Imports, Jo-Ann Fabrics
Village Center 6 Walgreens, Stein Mart
Willa Springs Shopping Center --
West Palm Beach / Treasure Coast
- --------------------------------
Boynton Lakes Plaza World Gym
Chasewood Plaza Bealls, Books-A-Million
East Port Plaza Walgreens
Martin Downs Village Center Bealls, Coastal Care
Martin Downs Village Shoppes Walgreens
Ocean Breeze Beall's Outlet, Coastal Care
Shops of San Marco (5) Walgreens
Town Center at Martin Downs --
Wellington Town Square Eckerd
Subtotal/ Weighted Average (FL)
CALIFORNIA
Los Angeles / Southern CA
- -------------------------
Alameda Bridgeside Shopping Center (3) --
Amerige Heights Town Center (5) Target (4)
Bear Creek Village Center (3) --
Campus Marketplace (5) Long's Drug, Discovery Isle Child Development Center
Costa Verde Bookstar
El Camino Sav-On Drugs
El Norte Parkway Pla --
Falcon Ridge (3) Target (4)
Friars Mission Long's Drug
7
Year Gross
Year Con- Leasable Percent
Property Name Acquired structed(1) Area (GLA) Leased (2) Grocery Anchor
- ------------------------------------------------------------------------------------------------------------------------------------
CALIFORNIA
Los Angeles / Southern CA
- -------------------------
(continued)
Garden Village Shopping Center (5) 2000 2000 112,957 97.1% Albertsons112,852 100.0% Albertson's
Gelson's Westlake (3)Market Plaza 2002 2002 82,315 90.1%84,468 84.7% Gelsons
Hasley Canyon Village (3) 2003 2003 69,800 81.0% Ralph's
Heritage Plaza 1999 1981 231,102 96.9%231,602 98.9% Ralph's
McBean & ValenciaHermosa Beach (3), (5) 2002 179,227 69.2%2003 2003 13,212 100.0% --
Morningside Plaza 1999 1996 91,600 100.0% Stater BrothersBrother
Newland Center 1999 1985 166,492 99.1% Albertsons149,174 100.0% Albertson's
Oakbrook Plaza 1999 1982 83,279 100.0% Albertsons98.2% Albertson's
Park Plaza Shopping Center (5) 2001 1991 193,529 96.0%91.8% Von's Food & Drug
Plaza Hermosa 1999 1984 94,940 100.0% Von's Food & Drug
Rona Plaza 1999 1989 51,754 100.0% Food 4 Less
Rosecrans & Inglewood (3)2002 2002 12,000 100.0% --
Santa Ana Downtown Plaza1999 1987 100,305 100.0%98.8% Food 4 Less
Seal Beach (5) 2002 1966 85,91074,215 98.9% Safeway (4)
Torrance Strouds 2002 2002 13,435 100.0% Pavilions (4)--
Twin Peaks 1999 1988 198,139 99.7% Albertsons97.9% Albertson's
Valencia Crossroads (3) 2002 2003 180,517 100.0% Whole Foods
Ventura Village 1999 1984 76,070 100.0% Von's Food & Drug
Victoria Gateway Center (3) 2003 2004 97,862 34.6% --
Vista Village Phase I & II (3) 2002 2002 129,520 69.2%2003 164,262 84.7% --
Westlake Village PlazaCenter 1999 1975 190,525 97.5%97.0% Von's Food & Drug
Westridge Center (3) 2001 2001 87,284 88.7% Albertsons2003 97,286 95.9% Albertson's
Woodman - Van Nuys 1999 1992 107,614 100.0% Gigante
San Francisco / Northern CA
- ---------------------------
Blossom Valley 1999 1990 93,314 100.0%93,315 94.4% Safeway
Clayton Valley (3) 2003 2004 236,683 83.2% Safeway
Corral Hollow (5) 2000 2000 168,238167,118 100.0% Safeway
Country Club 1999 1994 111,251 100.0% Ralph's
Diablo Plaza 1999 1982 63,214 100.0% Safeway (4)
El Cerrito Plaza (3)(5) 2000 2000 254,840 92.4% Albertsons/
Trader255,953 96.3% Albertson's (4)
/Trader Joe's
Encina Grande 1999 1965 102,499 100.0%93.8% Safeway
Folsom Prairie City Crossing 1999 1999 93,134 91.3% Safeway
Gilroy (3) 2002 2002 123,709 0.0%2003 334,409 89.6% --
Loehmann'sLoehmanns Plaza 1999 1983 113,310 100.0% Safeway (4)
Powell Street Plaza 2001 1987 165,920 100.0%165,928 98.1% Trader Joe's
Prairie City Crossing 1999 1999 82,503 100.0% Safeway
San Leandro 1999 1982 50,432 100.0% Safeway (4)
Sequoia Station 1999 1996 103,148 100.0% Safeway (4)
Slatten Ranch (3),(5) 2002 2002 220,162 33.6% --
Strawflower Village 1999 1985 78,827 100.0% Safeway
Tassajara Crossing 1999 1990 146,188 100.0% Safeway
The Shops of Santa Barbara 2003 2004 35,135 81.8% --
West Park Plaza 1999 1996 88,103 100.0% Safeway
Woodside Central 1999 1993 80,591 100.0% --
------------- ---------------------------
Subtotal/Weighted Average (CA) 5,125,030 91.4%
------------- -------5,917,372 90.8%
--------------------
TEXAS
Austin
- ------
Hancock Center 1999 1998 410,438 91.2%96.8% H.E.B.
Market @at Round Rock 1999 1987 123,347 98.3% Albertsons123,046 95.8% Albertson's
North Hills 1999 1995 144,019 98.9%100.0% H.E.B.
Dallas / Ft. Worth
- ------------------
Addison Town Center (5) 2003 1993 183,983 79.2% Kroger
Arapaho Village 1999 1997 103,033 98.0%82.8% Tom Thumb
Bethany Park Place 1998 1998 74,06774,066 100.0% Kroger
Casa Linda Plaza 1999 1997 324,639 83.7% Albertsons85.1% Albertson's
Cooper Street 1999 1992 133,196 100.0% --
Creekside (5) 1998 1998 96,816 100.0%101,016 98.6% Kroger
Hebron Park (5) 1999 1999 46,800 94.9% Albertsons88.0% Albertson's (4)
Hillcrest Village 1999 1991 14,530 100.0% --
Keller Town Center 1999 1999 114,937 95.1%96.7% Tom Thumb
Lebanon/Legacy Center (3) 2000 56,802 31.4% Albertsons2002 56,669 64.7% Albertson's (4)
MacArthur Park Phase II (5) 1999 1999 198,443 100.0% Kroger
Main Street Center (3) 2002 2002 32,680 18.2% Albertsons42,821 70.1% Albertson's (4)
8
TEXAS
Dallas / Ft. Worth (continued)
Market @at Preston Forest 1999 1990 90,171 100.0% Tom Thumb
Matlock (3)Center 2000 2000 40,139 34.5% --40,068 91.8% Wal-Mart (4)
Mills Pointe 1999 1986 126,186 92.1%85.3% Tom Thumb
Mockingbird CommonsCommon 1999 1987 121,564 86.3%120,321 91.1% Tom Thumb
Northview Plaza 1999 1991 116,016 91.1% Kroger
Overton90.3% Kroger
Property Name Drug Store & Other Anchors > 10,000 Square Feet
- ------------------------------------------------------------------------------------------------------------------------------------
CALIFORNIA
Los Angeles / Southern CA
- -------------------------
(continued)
Garden Village Shopping Center (5) Rite Aid
Gelson's Westlake Market Plaza --
Hasley Canyon Village (3) --
Heritage Plaza Sav-On Drugs, Hands On Bicycles, Inc., Total Woman Gym & Day Spa, Ace Hardware
Hermosa Beach (3), (5) Sav-On Drugs
Morningside Plaza --
Newland Center --
Oakbrook Plaza Long's Drug
Park Plaza Shopping Center (5) 2001 1991 350,856 99.1% Albertsons
PrestonbrookSav-On Drugs, Petco, Ross Dress For Less
Plaza Hermosa Sav-On Drugs
Rona Plaza --
Rosecrans & Inglewood --
Santa Ana Downtown Famsa, Inc.
Seal Beach (5) Sav-On Drugs
Torrance Strouds --
Twin Peaks Target
Valencia Crossroads (3) Kohl's
Ventura Village --
Victoria Gateway Center (3) Circuit City
Vista Village Phase I & II (3) Krikorian Theatres, Staples (4)
Westlake Village Center Sav-On Drugs
Westridge (3) Beverages & More!
Woodman Van Nuys --
San Francisco / Northern CA
- Frisco 1998 1998 91,274 96.9% Kroger---------------------------
Blossom Valley Long's Drug
Clayton Valley (3) Long's Drugs, Dollar Tree, Yardbirds Home Center
Corral Hollow (5) Long's Drug, Orchard Supply & Hardware
Diablo Plaza Long's Drug, Jo-Ann Fabrics
El Cerrito Plaza (5) Long's Drug, Bed Bath & Beyond, Barnes & Noble, Copelands Sports, Petco, Ross Dress For Less
Encina Grande Walgreens
Folsom Prairie City Crossing --
Gilroy (3) Barnes & Noble, Bed Bath & Beyond, Beverages & Moore!, Kohl's, Michaels, Petsmart, Pier 1
Imports, Ross Dress For Less, Sportmart
Loehmanns Plaza Long's Drug, Loehmann's
Powell Street Plaza Circuit City, Copelands Sports, Ethan Allen, Jo-Ann Fabrics, Ross Dress For Less
San Leandro --
Sequoia Station Long's Drug, Barnes & Noble, Old Navy, Wherehouse Music
Strawflower Village Long's Drug
Tassajara Crossing Long's Drug, Ace Hardware
The Shops of Santa Barbara Circuit City
West Park Plaza Rite Aid
Woodside Central CEC Entertainment, Marshalls
Subtotal/Weighted Average (CA)
TEXAS
Austin
- ------
Hancock Old Navy, Petco, Sears, 24 Hour Fitness
Market at Round Rock --
North Hills --
Dallas / Ft. Worth
- ------------------
Addison Town Center (5) Babies R Us, New New Buffet, Petsmart
Arapaho Village Arapaho Village Prof. Pharmacy
Bethany Park Place --
Casa Linda Plaza Casa Linda Cafeteria, Colberts, Inc., Dollar Tree, Petco, 24 Hour Fitness
Cooper Street Circuit City, Home Depot, Office Max
Creekside (5) --
Hebron Park (5) --
Hillcrest Village --
Keller Town Center --
Lebanon/Legacy Center (3) --
MacArthur Park Phase II (5) Barnes & Noble, Gap, Linens N' Things
Main Street Center (3) --
Market at Preston Forest Petco
Matlock Center --
Mills Pointe --
Mockingbird Common --
Northview Plaza --
8
Year Gross
Year Con- Leasable Percent
Property Name Acquired structed(1) Area (GLA) Leased (2) Grocery Anchor
- ------------------------------------------------------------------------------------------------------------------------------------
TEXAS
Dallas / Ft. Worth
- ------------------
(continued)
Preston Park 1999 1985 273,396 78.5%78.2% Tom Thumb
Prestonbrook 1998 1998 91,274 100.0% Kroger
Prestonwood Park 1999 1999 101,024 85.9% Albertsons88.4% Albertson's (4)
Rockwall Town Center (3) 2002 2004 65,644 0.0% Tom Thumb (4)
Shiloh Springs 1998 1998 110,040 100.0%93.6% Kroger
Signature Plaza (3) 2003 2004 28,795 0.0% Kroger (4)
Southlake - Village Center (5) 1998 1998 118,092 97.0%96.4% Kroger
Southpark 1999 1997 146,758 94.4% Albertsons147,088 98.0% Albertson's
Trophy Club 1999 1999 106,607 83.8%85.3% Tom Thumb
Valley Ranch Centre 1999 1997 117,187 89.0%86.7% Tom Thumb
Houston
- -------
Alden Bridge 2002 1998 138,952 100.0%96.5% Kroger
Atascocita Center (3) 2002 20022003 94,180 66.6%77.5% Kroger
Champions Forest 1999 1983 115,247 94.2%88.6% Randall's Food
Cochran's Crossing 2002 1994 138,192 100.0% Kroger
Coles Center (3) 2001 2001 42,063 88.1% Randall's Food (4)
Fort Bend Market (3)Center 2000 2000 30,158 72.2%30,164 76.4% Kroger (4)
Indian Springs Center (3), (5) 2002 135,977 57.5%2003 135,756 63.8% H.E.B.
Kleinwood Center (3) 2000 2000 152,959 57.6%2002 2003 152,906 72.5% H.E.B.
Panther Creek 2002 1994 164,080 95.1%165,660 93.4% Randall's Food
Spring West Center (3) 2003 2004 128,796 72.9% H.E.B.
Sterling Ridge 2002 2000 128,643 100.0% Kroger
Sweetwater Plaza (5) 2001 2000 134,045 92.7%100.0% Kroger
------------- ---------------------------
Subtotal/Weighted Average (Texas) 5,123,197(TX) 5,086,086 88.1%
------------- ---------------------------
GEORGIA
Atlanta
- -------
Ashford Place 1997 1993 53,450 98.6% --
Briarcliff LaVistaLa Vista 1997 1962 39,203 89.6%100.0% --
Briarcliff Village 1997 1990 187,156 99.8%98.5% Publix
Buckhead Court 1997 1984 55,229 90.5%55,235 81.2% --
Cambridge Square Shopping Ctr 1996 1979 77,629 92.4%71,475 99.0% Kroger
Cromwell Square 1997 1990 70,282 95.1%100.0% --
Cumming 400 1997 1994 126,900 97.0%95.9% Publix
Delk Spectrum 1998 1991 100,880100,539 100.0% Publix
Dunwoody Hall 1997 1986 89,511 98.4%89,351 100.0% Publix
Dunwoody Village 1997 1975 120,597 88.7%92.0% Fresh Market
Killian Hill Market (3)Center (5) 2000 2000 113,227 78.4%113,216 97.5% Publix
Loehmann'sLoehmanns Plaza 1997 1986 137,601 92.2%95.4% --
Lovejoy Station (5) 1997 1995 77,336 100.0% Publix
Memorial Bend Shopping Center 1997 1995 177,283 93.4%95.5% Publix
Orchard Square (5) 1995 1987 93,222 96.1%94.9% Publix
Paces Ferry Plaza 1997 1987 61,696 100.0% --
Powers Ferry Village 1997 1994 78,996 99.9% Publix
Powers Ferry Square 1997 1987 97,704 89.5%97,705 91.6% --
Powers Ferry Village 1997 1994 78,995 99.9% Publix
Rivermont Station 1997 1996 90,267 100.0% Kroger
Roswell Village (5) 1997 1997 145,334 79.8%83.7% Publix
Russell Ridge 1994 1995 98,558 100.0% Kroger
Sandy Plains Village 1996 1992 175,035 91.9% Kroger
Other Markets
LaGrange Marketplace 1993 1989 76,327 90.3% Winn-Dixie
Parkway Station 1996 1983 94,290 83.0% Kroger
------------- ---------------------------
Subtotal/Weighted Average (Georgia) 2,437,712 93.2%
------------- -------
9
(GA) 2,008,066 95.8%
--------------------
OHIO
Cincinnati
- ----------
Beckett Commons 1998 1995 121,497121,498 100.0% Kroger
Cherry Grove 1998 1997 195,497 91.0%89.3% Kroger
Hyde Park Plaza 1997 1995 397,893 94.4%95.2% Kroger/Thriftway
Regency Milford Center (5) 2001 2001 108,903 88.0%88.4% Kroger
Shoppes at Mason 1998 1997 80,800 97.5% Kroger
Westchester Plaza 1998 1988 88,181 98.4%100.0% Kroger
Columbus
- --------
East Pointe 1998 1993 86,524 100.0%98.4% Kroger
Kingsdale Shopping Center 1997 1999 270,470 65.4%58.9% Big Bear
Kroger New Albany Center (5) 1999 1999 91,722 98.5%100.0% Kroger
North Gate/(Maxtown)Maxtown Road (Northgate) 1998 1996 85,100 100.0% Kroger
Park Place Shopping Center 1998 1988 106,833 98.8%96.3% Big Bear
Windmiller Plaza Phase I 1998 1997 120,509120,362 97.9% Kroger
Worthington Park Centre 1998 1991 93,095 91.2%94.2% Kroger
Toledo
- ------
Cherry Street Center 2000 2000 54,660 100.0% Farmer Jack
------------- ---------------------------
Subtotal/Weighted Average (Ohio) 1,901,684 91.4%
-------------(OH) 1,901,538 90.6%
--------------------
Property Name Drug Store & Other Anchors > 10,000 Square Feet
- ------------------------------------------------------------------------------------------------------------------------------------
TEXAS
Dallas / Ft. Worth
- ------------------
(continued)
Preston Park Gap, Williams Sonoma
Prestonbrook --
Prestonwood Park --
Rockwall (3) --
Shiloh Springs --
Signature Plaza (3) --
Southlake (5) --
Southpark Bealls
Trophy Club --
Valley Ranch Centre --
Houston
- -------
Alden Bridge Walgreens
Atascocita Center (3) --
Champions Forest Eckerd
Cochran's Crossing Eckerd
Fort Bend Center --
Indian Springs Center (3), (5) --
Kleinwood Center (3) Walgreens
Panther Creek Eckerd, Sears Paint & Hardware
Spring West Center (3) --
Sterling Ridge Eckerd
Sweetwater Plaza (5) Walgreens
Subtotal/Weighted Average (TX)
GEORGIA
Atlanta
- -------
Ashford Place --
Briarcliff La Vista Michaels
Briarcliff Village La-Z-Boy Furniture Galleries, Office Depot, Party City, Petco, TJ Maxx
Buckhead Court --
Cambridge Square Shopping Ctr --
Cromwell Square CVS, Hancock Fabrics, Haverty's, Precision Fitness Equipment
Cumming 400 Big Lots
Delk Spectrum --
Dunwoody Hall Eckerd
Dunwoody Village Walgreens, Dunwoody Prep
Killian Hill Center (5) --
Loehmanns Plaza Walgreens, Dunwoody Prep
Memorial Bend Shopping Center Hollywood Video, TJ Maxx
Orchard Square (5) Harbor Freight Tools, Remax Elite
Paces Ferry Plaza --
Powers Ferry Village CVS, Mardi Gras
Powers Ferry Square CVS, Pearl Arts & Crafts
Rivermont Station CVS
Roswell Village (5) Eckerd
Russell Ridge --
Subtotal/Weighted Average (GA)
OHIO
Cincinnati
- ----------
Beckett Commons Stein Mart
Cherry Grove Hancock Fabrics, Shoe Carnival, TJ Maxx
Hyde Park Walgreens, Barnes & Noble, Jo-Ann Fabrics, Famous Footwear, Michaels
Regency Milford Center (5) --
Shoppes at Mason --
Westchester Plaza --
Columbus
- --------
East Pointe --
Kingsdale Shopping Center --
Kroger New Albany Center (5) --
Maxtown Road (Northgate) --
Park Place Shopping Center --
Windmiller Plaza Phase I Sears Orchard
Worthington Park Centre Dollar Tree
Toledo
- ------
Cherry Street Center --
Subtotal/Weighted Average (OH)
9
Year Gross
Year Con- Leasable Percent
Property Name Acquired structed(1) Area (GLA) Leased (2) Grocery Anchor
- ------------------------------------------------------------------------------------------------------------------------------------
COLORADO
Colorado Springs
- ----------------
Cheyenne Meadows (5) 1998 1998 89,893 94.1%100.0% King Soopers
Monument Jackson Creek 1998 1999 85,263 100.0% King Soopers
Woodmen Plaza 1998 1998 104,558 100.0% King Soopers
Denver
- ------
Boulevard Center 1999 1986 88,511 96.3%92.0% Safeway (4)
Buckley Square 1999 1978 111,146 94.5%100.0% King Soopers
Centerplace of Greeley (3) 2002 148,110 39.2%2003 246,734 81.7% Safeway
Crossroads Commons (5) 2001 1986 144,288 100.0% Whole Foods
Hilltop Village (3) 2002 2002 99,836 67.3%2003 100,048 84.9% King Soopers
Leetsdale Marketplace 1999 1993 119,916 100.0% Safeway
Littleton Square 1999 1997 94,257 97.7%100.0% King Soopers
Lloyd King Center 1998 1998 83,326 98.4%100.0% King Soopers
New Windsor Marketplace (3) 2002 94,950 69.0%2003 95,877 76.1% King Soopers
Redlands Marketplace 1999 1999 14,659 80.7% Albertsons (4)
Stroh Ranch 1998 1998 93,436 98.5%100.0% King Soopers
Willow Creek Center (5) 2001 1985 166,421 98.9%97.9% Safeway
------------- ---------------------------
Subtotal/Weighted Average (Colorado) 1,538,570 88.5%(CO) 1,623,674 94.2%
--------------------
VIRGINIA
Washington DC
- -------------
-------Ashburn Farm Market Center 2000 2000 91,905 100.0% Giant
Cheshire Station 2000 2000 97,156 100.0% Safeway
Signal Hill (3) 2003 2004 108,481 66.5% Shoppers Food
Warehouse
Somerset Crossing 2002 2002 104,553 100.0% Shoppers Food
Warehouse
Tall Oaks Village Center 2002 1998 69,331 100.0% Giant
The Market at Opitz Crossing 2003 2003 149,810 99.3% Safeway
Village Center at Dulles (5) 2002 1991 298,601 99.2% Shoppers Food
Warehouse
Other Virginia
- --------------
Brookville Plaza (5) 1998 1991 63,665 98.1% Kroger
Hollymead Town Center (3) 2003 2004 155,207 39.0% Harris Teeter
Statler Square Phase I 1998 1996 133,660 97.9% Kroger
--------------------
Subtotal/Weighted Average (VA) 1,272,369 89.1%
--------------------
NORTH CAROLINA
Asheville
Oakley Plaza (5) 1997 1988 118,728 98.5% Bi-Lo
Charlotte
- ---------
Carmel Commons 1997 1979 132,651 98.0%93.2% Fresh Market
Union Square Shopping Center 1996 1989 97,191 100.0% Harris Teeter
Greensboro
- ----------
Kernersville MarketplacePlaza 1998 1997 72,590 97.9%100.0% Harris Teeter
Sedgefield Village 2000 2000 56,630 76.9% Food Lion
Raleigh / Durham
- ----------------
Bent Tree Plaza (5) 1998 1994 79,503 100.0% Kroger
Garner Town Square 1998 1998 221,576221,776 100.0% Kroger
Glenwood Village 1997 1983 42,864 86.2%89.7% Harris Teeter
Lake Pine Plaza 1998 1997 87,691 100.0% Kroger
Maynard Crossing 1998 1997 122,814 97.8%122,832 100.0% Kroger
Southpoint Crossing 1998 1998 103,128 100.0% Kroger
Woodcroft Shopping Center 1996 1984 89,835 98.4%100.0% Food Lion
------------- ---------------------------
Subtotal/Weighted Average (NC) 1,225,201 97.6%
------------- -------
10
1,050,061 98.7%
--------------------
WASHINGTON
Seattle
- -------
Cascade Plaza (5) 1999 1999 217,657 99.5%99.2% Safeway
Inglewood Plaza 1999 1985 17,253 100.0% --
James Center (5) 1999 1999 140,240 95.5% Fred Myer
Padden Parkway Market Center (3) 2002 2002 54,473 96.3% Albertsons2003 88,569 75.9% Albertson's
Pine Lake Village 1999 1989 102,953 100.0% Quality Foods
Sammamish HighlandsHighland 1999 1992 101,289 100.0%97.2% Safeway (4)
South Point Plaza 1999 1997 190,355 100.0%97.5% Cost Cutters
Southcenter 1999 1990 58,282 95.2%100.0% --
Thomas Lake 1999 1998 103,872 100.0% Albertsons
------------- -------Albertson's
--------------------
Subtotal/Weighted Average (WA) 986,374 98.8%
------------- -------1,020,470 96.4%
--------------------
Property Name Drug Store & Other Anchors > 10,000 Square Feet
- ------------------------------------------------------------------------------------------------------------------------------------
COLORADO
Colorado Springs
- ----------------
Cheyenne Meadows (5) --
Monument Jackson Creek --
Woodmen Plaza --
Denver
- ------
Boulevard Center One Hour Optical
Buckley Square True Value Hardware
Centerplace of Greeley (3) Kohl's, Ross Dress For Less, Target (4)
Crossroads Commons (5) Eckerd, Barnes & Noble, Mann Theatres
Hilltop Village (3) --
Leetsdale Marketplace --
Littleton Square Walgreens
Lloyd King Center --
New Windsor Marketplace (3) --
Stroh Ranch --
Willow Creek Center (5) Family Fitness Centers, Gateway, Terri's Consign & Design
Subtotal/Weighted Average (CO)
VIRGINIA
Washington D.C.DC
- -------------
Ashburn Farm Market 2000 2000 92,019 100.0% Giant
ChesireCenter --
Cheshire Station 2000 2000 97,249 97.8% SafewayPetco
Signal Hill (3) --
Somerset (3) 2002 2002 108,400 61.8% Shoppers Food WhseCrossing --
Tall Oaks Village Center 1998 69,331 100.0% Giant--
The Market at Opitz Crossing Boat/Us, USA Discounters
Village Center at Dulles (5) 1991 308,473 93.1% Shoppers Food WhseCVS, Advance Auto Parts, Chuck E. Cheese, Gold's Gym, Petco, Staples, The Thrift Store
Other VirginaVirginia
- --------------
Brookville Plaza (5) 1998 1991 63,664 98.1% Kroger--
Hollymead Town Center (3) Target (4)
Statler Square 1998 1996 133,660 100.0% Kroger
------------- -------Phase I Staples
Subtotal/Weighted Average (Virginia) 872,796 92.4%
-------------(VA)
NORTH CAROLINA
Charlotte
- ---------
Carmel Commons Eckerd, Chuck E. Cheese, Party City
Union Square Shopping Center CVS, Consolidated Theaters
Greensboro
- ----------
Kernersville Plaza --
Raleigh / Durham
- ----------------
Bent Tree Plaza (5) --
Garner Office Max, Petsmart, Shoe Carnival, Target (4), United Artist Theater
Glenwood Village --
Lake Pine Plaza --
Maynard Crossing --
Southpoint Crossing --
Woodcroft Shopping Center True Value Hardware
Subtotal/Weighted Average (NC)
WASHINGTON
Seattle
- -------
Cascade Plaza (5) Bally Total Fitness, Fashion Bug, Jo-Ann Fabrics, Long's Drug, Ross Dress For Less
Inglewood Plaza --
James Center (5) Rite Aid
Padden Parkway Market Center (3) --
Pine Lake Village Rite Aid
Sammamish Highland Bartell Drugs Store, Ace Hardware
South Point Plaza Rite Aid, Office Depot, Pacific Fabrics, Pep Boys
Southcenter Target (4)
Thomas Lake Rite Aid
Subtotal/Weighted Average (WA)
10
Year Gross
Year Con- Leasable Percent
Property Name Acquired structed(1) Area (GLA) Leased (2) Grocery Anchor
- ------------------------------------------------------------------------------------------------------------------------------------
OREGON
Portland
- --------
Cherry Park Market (Grmr)1999 1997 113,518 88.6%91.7% Safeway
Hillsboro Market Center (5) 2000 67,240 100.0% Albertsons
Hillsboro2000 150,356 92.5% Albertson's
McMinnville Market Center Phase II 2002 83,116 91.1% --(3) 2003 2003 74,400 83.5% Albertson's
Murrayhill Marketplace 1999 1988 149,214 90.2%149,215 86.6% Safeway
Sherwood Crossroads 1999 1999 88,489 87.0%84,266 95.7% Safeway
Sherwood Market Center 1999 1995 124,256 98.0% Albertsons124,257 98.3% Albertson's
Sunnyside 205 1999 1988 53,094 96.3%98.1% --
Walker Center 1999 1987 89,609 100.0%94.0% --
West Hills 1999 1998 53,579 98.1% QFC
------------- ---------------------------
Subtotal/Weighted Average (Oregon) 822,115 93.7%
------------- -------
ALABAMA
Birmingham
Southgate Village Shopping Center 1988 75,392 97.3% Publix
Trace Crossing Shopping Center (3) 2001 74,130 87.2% Publix
Valleydale Village (3) 2002 2002 118,466 77.8% Publix
Villages of Trussville 1993 1987 59,281 79.9% Bruno's
Montgomery
Country Club 1993 1991 67,622 92.9% Winn-Dixie
Other Markets
Bonner's Point 1993 1985 87,282 98.6% Winn-Dixie
Marketplace - Alexander City 1993 1987 162,723 96.4% Winn-Dixie
------------- -------
Subtotal/Weighted Average (Alabama) 644,896 90.4%
------------- -------
11
(OR) 838,715 92.2%
--------------------
ARIZONA
Phoenix
Carefree- -------
Anthem Marketplace (3)2003 2000 24,697 89.3% Fry's (4)113,292 100.0% Safeway
Anthem, The Shops 2003 2000 35,710 86.9% --
Palm Valley Marketplace (5) 2001 1999 107,630 98.1%107,629 96.3% Safeway
Paseo Village 1999 1998 92,399 97.5% ABCO67.2% --
Pima Crossing 1999 1996 236,539 99.5%239,438 100.0% --
Stonebridge Center 2000 2000 30,235 78.4%30,236 75.9% Safeway (4)
The Provinces 2000 2000 34,201 80.8%34,202 72.8% Safeway (4)
------------- ---------------------------
Subtotal/Weighted Average (Arizona) 525,701 95.9%(AZ) 652,906 91.5%
--------------------
ALABAMA
Birmingham
- ----------
Southgate Village Shopping Ctr (5) 2001 1988 75,092 100.0% Publix
Trace Crossing (3) 2001 2002 74,130 85.6% Publix
Valleydale Village Shop Center (3) 2002 2003 118,466 66.5% Publix
Village in Trussville 1993 1987 56,356 84.0% Bruno's
Other Markets
- -------------
-------Phenix Crossing (3) 2003 2004 56,563 77.8% Publix
The Marketplace Alex City 1993 1987 162,723 95.7% Winn-Dixie
--------------------
Subtotal/Weighted Average (AL) 543,330 85.5%
--------------------
TENNESSEE
Nashville
- ---------
Dickson (Hwy 46 & 70) 1998 1998 10,908 100.0% --
Harpeth Village Fieldstone 1997 1998 70,091 100.0% Publix
Hwy 46 & Hwy 70 (Dickson) 1998 10,908 100.0% --
Nashboro Village 1998 1998 86,811 96.8%95.2% Kroger
Northlake Village I & II 2000 1988 151,629 88.1%92.5% Kroger
Peartree Village 1997 1997 114,795 100.0% Harris Teeter
West End Avenue 1998 1998 10,000 100.0% --
------------- ---------------------------
Subtotal/Weighted Average (TN) 444,234 95.3%
------------- -------96.5%
--------------------
ILLINOIS
- --------
Frankfort Crossing Shopping Center 2003 1992 107,734 98.2% Jewel
Hinsdale 1998 1986 178,975 99.0% Dominick's
Westbrook Commons 2001 1984 121,502 92.8% Dominicks
--------------------
Subtotal/Weighted Average (IL) 408,211 97.0%
--------------------
MICHIGAN
- --------
Fenton Marketplace 1999 1999 97,224 98.6% Farmer Jack
Independence Square (3) 2003 2004 88,995 72.5% Kroger
Lakeshore 1998 1996 85,940 85.0% Kroger
Waterford Towne Center 1998 1998 96,101 91.3% Kroger
--------------------
Subtotal/Weighted Average (MI) 368,260 87.2%
--------------------
SOUTH CAROLINA
- --------------
Merchants Village (5) 1997 1997 79,724 100.0% Publix
Murray Landing (3) 2002 2002 64,041 76.6%2003 64,441 91.3% Publix
Pelham Commons (3) 2002 2002 76,271 58.0%2003 76,541 90.6% Publix
Queensborough (5) 1998 1993 82,333 100.0% Publix
Rosewood Shopping Center (5) 2001 2001 36,887 95.1% Publix
------------- ---------------------------
Subtotal/Weighted Average (SC) 339,256 85.6%339,926 95.7%
--------------------
Property Name Drug Store & Other Anchors > 10,000 Square Feet
- -------------------------------------------------------------------------------------------------------
OREGON
Portland
- --------
Cherry Park Market --
Hillsboro Market Center (5) Petsmart, Marshalls
McMinnville Market Center (3) --
Murrayhill Marketplace Segal's Baby News
Sherwood Crossroads --
Sherwood Market Center --
Sunnyside 205 --
Walker Center Sportmart
Subtotal/Weighted Average (OR)
ARIZONA
Phoenix
- -------
Anthem Marketplace --
Anthem, The Shops Ace Hardware
Palm Valley Marketplace (5) --
Paseo Village Walgreens
Pima Crossing Bally Total Fitness, Chez Antiques, E & J Designer Shoe Outlet,
Paddock Pools Store, Pier 1 Imports, Stein Mart
Stonebridge Center --
The Provinces --
Subtotal/Weighted Average (AZ)
ALABAMA
Birmingham
- ----------
Southgate Village Shopping Ctr (5) Dollar General
Trace Crossing (3) --
Valleydale Village Shop Center (3) --
Village in Trussville CVS
Other Markets
- -------------
-------Phenix Crossing (3) --
The Marketplace Alex City Goody's Family Clothing
Subtotal/Weighted Average (AL)
TENNESSEE
Nashville
- ---------
Dickson (Hwy 46 & 70) Eckerd
Harpeth Village Fieldstone --
Nashboro --
Northlake Village I & II CVS, Outside Nursery Space
Peartree Village Eckerd, Office Max
West End Avenue Walgreens
Subtotal/Weighted Average (TN)
ILLINOIS
- --------
Frankfort Crossing Shopping Center Ace Hardware
Hinsdale Ace Hardware, Murray's Party Time Supplies
Westbrook Commons --
Subtotal/Weighted Average (IL)
MICHIGAN
- --------
Fenton Marketplace Michaels
Independence Square (3) --
Lakeshore Rite Aid
Waterford Towne Center --
Subtotal/Weighted Average (MI)
SOUTH CAROLINA
- --------------
Merchants Village (5) --
Murray Landing (3) --
Pelham Commons (3) --
Queensborough (5) --
Rosewood Shopping Center (5) --
Subtotal/Weighted Average (SC)
11
Year Gross
Year Con- Leasable Percent
Property Name Acquired structed(1) Area (GLA) Leased (2) Grocery Anchor
- ------------------------------------------------------------------------------------------------------------------------------------
KENTUCKY
- --------
Franklin Square (5) 1998 1988 205,307 95.6%203,317 97.9% Kroger
Shoppes of Ft Wright 2003 2003 20,360 93.1% --
Silverlake (5) 1998 1988 99,352 98.5% Kroger
------------- ---------------------------
Subtotal/Weighted Average (KY) 304,659 96.6%
------------- -------
ILLINOIS
Hinsdale Lake Commons 1998 1986 178,975 97.3% Dominick's
Westbrook Commons 2001 1984 121,502 94.4% Dominick's
------------- -------
Subtotal/Weighted Average (IL) 300,477 96.1%
------------- -------
MICHIGAN
Fenton Marketplace 1999 1999 97,224 98.6% Farmer Jack
Lakeshore 1998 1996 85,940 87.3% Kroger
Waterford 1998 1998 96,101 91.3% Kroger
------------- -------
Subtotal/Weighted Average (MI) 279,265 96.4%
------------- -------323,029 97.8%
--------------------
DELAWARE
- --------
Pike Creek 1998 1981 229,510 99.0%99.5% Acme
White Oak - DoveDover DE 2000 2000 10,908 100.0% --
------------- ---------------------------
Subtotal/Weighted Average (DE) 240,418 99.0%
------------- -------
12
99.5%
--------------------
MARYLAND
- --------
Clinton Park (5) 2003 2003 188,243 90.2% Giant
--------------------
Subtotal/Weighted Average (MD) 188,243 90.2%
--------------------
NEW JERSEY
- ----------
Echelon Village Plaza (3) 2000 2000 88,993 79.7%89.4% Genuardi's
------------- -----------------------------
Subtotal/Weighted Average (NJ) 88,993 89.4%
--------------------
MISSOURI
St.- --------
St Ann Square 1998 1986 82,498 92.9%91.5% National
------------- ---------------------------
Subtotal/Weighted Average (MO) 82,498 91.5%
--------------------
PENNSYLVANIA
Hershey - Goodyear------------
Hershey 2000 2000 6,000 100.0% --
------------- ---------------------------
Subtotal/Weighted Average (PA) 6,000 100.0%
--------------------
Total Weighted Average 29,482,626 91.5%
============= =======30,347,744 92.2%
======================
Property Name Drug Store & Other Property Name Other Anchors Tenants> 10,000 Square Feet
- ---------------------------------- -------------------------------- ------------------------------------------------------------------------------------------------------------------------------------------------
FLORIDA
Jacksonville / North Florida
Anastasia (5) -- Hallmark, Starbucks, Mail Boxes, Etc., Cato
Bolton Plaza Wal-Mart, Blockbuster Radio Shack, Payless Shoes, Mailboxes , Cato
Carriage Gate TJ Maxx Brueggers Bagels, Bedfellows, Kinko's
Courtyard Target --
Fleming Island Stein Mart Mail Boxes, Etc., Starbucks, Hallmark, GNC
HighlandsKENTUCKY
- --------
Franklin Square Eckerd, Big Lots, Bealls Outlet Bailey's Gym, Hair Cuttery, Rent Way, Radio Shack
Julington Village (5) -- Mail Boxes, Etc., H&R Block, Hallmark, Radio Shack
Lynnhaven -- Hallmark, Cingular Wireless, H&R Block
Millhopper Eckerd, Jo-Ann Fabrics Book Gallery, Postal Svc., Chesapeake Bagel
Newberry Square Kmart, Jo-Ann Fabrics H & R Block, Cato Fashions, Olan Mills, Dollar Tree
Ocala Corners (5) -- Mail Boxes, Etc., GNC, Cici's Pizza, Cingular Wireless
Old St. Augustine Plaza Eckerd, Burlington Coat Factory Mail Boxes, Etc., Hallmark, Hair Cuttery, GNC
Palm Harbour Eckerd, Bealls, Blockbuster Mail Boxes, Etc., Hallmark, Cingular Wireless
Pine Tree Plaza -- Great Clips, CiCi's Pizza, Hallmark, H&R Block
Regency Court CompUSA, Office Depot H&R Block, Mail Boxes Etc., Payless Shoes
Sports Authority Pearle Vision Center, Longhorn Steakhouse
US 301 & SR 100 - Starke Eckerd --
Vineyard (3) -- Movie Gallery
Tampa / Orlando
Beneva Village Shops Walgreen's, Ross Dress for Less Movie Gallery, GNC, Hallmark, H&R Block, Subway
Bloomingdale Square Wal-Mart, Beall's, Blockbuster Video Radio Shack, H&R Block, Hallmark, Ace Hardware
Center of Seven Springs -- State Farm, H & R Block
East Towne Shopping Center (3) -- --
Kings Crossing Sun City (5) -- Hallmark, Mail Boxes Etc., Sally Beauty Supply
Mainstreet Square Walgreen's Rent-A-Center, Wells Fargo Bank, NY Pizza
Mariner's Village Walgreen's, Blockbuster Supercuts, Prudential Real Estate, Firehouse Subs
Market Place - St. Petersburg Dollar World Mail Boxes, Etc., Starbucks, Quizno's, Great Clips
Peachland Promenade -- Southern Video, Hallmark, GNC, H&R Block
Regency Square TJ Maxx, AMC Theatre Famous Footwear, Hobbytown USA, Lenscrafters
at Brandon Staples, Michaels, Marshalls S&K Famous Brands, Shoe Carnival, Quizno's
Regency Village (3), (5) -- Sony JVC Superstore, Subway, Mail Boxes, Etc.
Terrace Walk Northside Mental Health Center Cici's Pizza, Norwest Financial
Town Square Pier 1 Imports, Petco Panera Bread, Alltel, Starbucks, Matress Firm
University Collections Eckerd, Jo-Anns Fabrics Hallmark, Dockside Imports, Kinkos
Village Center-Tampa Walgreen's, Stein Mart, Blockbuster Mens Warehouse, Panera Bread, Hallmark
Willa Springs -- Hallmark, Radio Shack, Starbucks, Mail Boxes, Etc.
West Palm Beach /
Treasure Coast
Boynton Lakes Plaza World Gym, Blockbuster Hair Cuttery, Baskin Robbins, Dunkin Donuts
Chasewood Plaza Beall's, Books-A-Million Hallmark, GNC, Supercuts, Payless Shoes
Chasewood Storage -- --
East Port Plaza Walgreen's, Sears Homelife H & R Block, GNC, Subway, Cato, Hair Cuttery
Martin Downs Village Center Beall's, Coastal Care Payless Theater, Hallmark, Bank of America
Martin Downs Village Shoppes Walgreen's Allstate, Dollar Store, Quizno's
Ocean Breeze Coastal Care, Beall's Mail Box Plus, Dollar Discount
Shops of San Marco (3), (5) -- --
Tequesta Shoppes Beall's Outlet Mail Boxes, Etc., Hallmark, Radio Shack, Dollar Tree
Town Center at Martin Downs -- Mail Boxes, Etc, Prudential FL Realty, Dunkin Donuts
Wellington Town Square Eckerd Mail Boxes, Etc., State Farm, Coldwell Banker, Remax
13
FLORIDA (continued)
Miami / Ft. Lauderdale
Aventura Eckerd, Humana Footlabs, Bank United, Lady of America
Berkshire Commons Walgreen's H & R Block, Century 21, Allstate, Subway
Garden Square Eckerd, Blockbuster Subway, GNC, Hair Cuttery, Lady of America
Palm Trails Plaza -- Mail Boxes, Etc., Quizno's, Personnel One
Shoppes @ 104 (5) Navarro Pharmacies Mail Boxes Etc., GNC, Subway, Lady of America
Shoppes of Pebblebrooke (5) -- Mail Boxes Etc., Nationwide Insurance, H&R Block
University Marketplace Beverly's Pet Center, Cafe Iguana H & R Block, Mail Boxes Etc., Olan Mills, Avis
Welleby Beall's H & R Block, Mail Boxes Plus, Dollar General, GNC
Ft. Myers / Cape Coral
Grande Oaks -- Subway, Great Clips, Beef O'Brady's
Subtotal/Weighted Average (Florida)
CALIFORNIA
Los Angeles / Southern CA
230th & Hawthorne Stouds Linen Warehouse --
Amerige Heights Target(4) Starbucks, Mail Boxes, Etc., Cingular Wireless, GNC
Campus Marketplace (5) Long's Drugs, Blockbuster Radio Shack, Mail Boxes Etc., Starbucks, Subway
Costa Verde Bookstar, Blockbuster US Post Office, Subway, Starbucks, Radio Shack
El Camino Shopping Center Sav-On Drugs Kinkos, Bank of America, Subway, Radio Shack
El Norte Parkway Plaza -- Great Clips, Lens-4-Less Optical, Childrens World
Friars Mission Long's Drugs, Blockbuster H&R Block, Mail Boxes, Etc., Subway, Starbucks
Garden Village (5) Rite Aid, Blockbuster Starbucks, Supercuts, Cold Stone Creamery
Gelson's Westlake (3) -- Claridge House, Huntington Leaning Center
Heritage Plaza Sav-On Drugs, Ace Hardware Bank of America, Hollywood Video, Quizno's
Radio Shack, Mail Boxes, Etc., H&R Block
McBean & Valencia (5) Kohl's Union Bank
Morningside Plaza -- Hallmark, Subway, Mail Boxes, Etc., Radio Shack
Newland Center -- Wells Fargo Bank, Kinko's, Starbucks, Quizno's
Oakbrook Plaza Long's Drugs Century 21, TCBY Yogurt, Subway, GNC
Park Plaza (5) Sav-On Drugs, Petco, Ross Radio Shack, TCBY, Subway, Hallmark
Plaza Hermosa Sav-On Drugs, Blockbuster Hallmark, Mail Boxes, Etc., R.S.V.P.
Rona Plaza NAMS Pharmacy Home Video, Acapulco Travel, Pizza Hut
Rosecrans & Inglewood (3) CVS Drug --
Santa Ana Downtown Plaza Famsa, Inc., Blockbuster Little Caesars Pizza, Payless Shoes, Taco Bell
Seal Beach (5) Sav-On Drugs --
Twin Peaks Target Starbucks, Subway, Great Clips, Famous Footware
Ventura Village Blockbuster Papa Johns Pizza, Fantastic Sams
Vista Village (3) Krikorian Theatres --
Westlake Village Plaza Long's Drugs, Blockbuster Bank of America, Citibank, Total Woman, Starbucks
Westridge Center (3) -- Starbucks, Great Clips, Subway
Woodman - Van Nuys -- Supercuts, H&R Block, Chief Auto Parts, Radio Shack
San Francisco / Northern CA
Blossom Valley Long's Drugs US Post Office, Hallmark, Great Clips, Starbucks
Corral Hollow (5) Long's Drugs, Orchards Hardware Precision Cuts, Starbucks, Quizno's
Country Club Long's Drugs, Blockbuster Subway, GNC, Starbucks, Pizza Hut
Diablo Plaza Long's Drugs, Jo-Ann Fabrics Clothestime, Mail Boxes, Etc., Quizno's, TCBY
El Cerrito Plaza (3) Long's Drugs, Barnes & Noble Pier 1 Imports, Mail Boxes, Etc., GNC, Starbucks
Bed, Bath & Beyond, Ross, Petco Copelands Sports, Allstate Insurance, H&R Block
Encina Grande Walgreens, Blockbuster Radio Shack, Mail Boxes, Etc., Applebees, H&R Block
Gilroy (3) -- --
Loehmann's Plaza Long's Drugs, Loehmann's, Blockbuster Starbucks, Hallmark, H&R Block, Kumon Learning
Powell Street Plaza Ross, Jo-Ann Fabrics, Circuit City Copelands Sports, Pier 1 Imports, Starbucks
Prairie City Crossing -- Great Clips, Radio Shack, Starbucks
San Leandro Blockbuster Radio Shack, Hallmark, Mail Boxes Etc., GNC
Sequoia Station Long's Drugs, Wherehouse Music Starbucks, Dress Barn, Sees Candies
Barnes and Noble, Old Navy
Slatten Ranch (3),(5) Target(4), Mervyn's --
14
CALIFORNIA (continued)
Strawflower Village Long's Drugs Hallmark, Mail Boxes, Etc., Subway, GNC
Tassajara Crossing Long's Drugs, Ace Hardware Citibank, Hallmark, Parcel Plus, GNC
West Park Plaza Rite Aid, Blockbuster Starbucks, Supercuts, Kragen Auto Parks
Woodside Central Marshalls, Discovery Zone Pier 1 Imports, GNC, Men's Wharehouse
Subtotal/Weighted Average (CA)
TEXAS
Austin
Hancock Center Sears, Old Navy, Petco Hollywood Video, Radio Shack, GNC, Quizno's
Market @ Round Rock Color Tile and Carpet Radio Shack, H&R Block, Starbucks, Quizno's
North Hills Hollywood Video Goodyear, Clothestime, Subway, Cingular Wireless
Dallas / Ft. Worth
Arapaho Village Arapaho Village Pharmacy H&R Block, Hallmark, GNC, Mail Boxes, Etc.
Bethany Park Place Blockbuster Lady of America, Mr. Parcel, Fantastic Sams
Casa Linda Plaza Petco, Blockbuster Starbucks, Supercuts, H&R Block, Hallmark
24 Hour Fitness, Colberts Mail Boxes, Etc., Cingular Wireless, Schlotzsky's
Cooper Street Circuit City, Office Max, Mail Boxes, Etc., State Farm, TGI Fridays
Home Depot, Jo-Ann Fabrics
Creekside (5) -- Hollywood Video, CICI's Pizza, Lady of America, GNC
Hebron Park (5) Blockbuster Lady America, Hallmark, GNC, Starbucks, Radio Shack
Hillcrest Village Blockbuster American Airlines
Keller Town Center -- Pizza Hut, Radio Shack, Starbucks, H&R Block
Lebanon/Legacy Center (3) -- Bank of America, Great Clips, State Farm, Subway
MacArthur Park Phase II (5) Linens 'N Things, Barnes & Noble Gap, Hallmark, Great Clips, Payless Shoes
Main Street Center (3) -- Great Clips, Kumon Learning Center
Market @ Preston Forest Petco Nations Bank, Fantastic Sams
Matlock (3) Wal-Mart (4) State Farm, Subway, Great Clips, Pizza Hut
Mills Pointe Blockbuster Hallmark, H&R Block, Subway, State Farm, GNC
Mockingbird Commons -- H&R Block, GNC, Starbucks, Hallmark, Cato
Northview Plaza Blockbuster Merle Norman, SW Bell Wireless, Eagle Postal
Overton Park Plaza (5) Home Depot, Circuit City, TJ Maxx Blockbuster, Clothestime, Starbucks, Subway
Oshman's, Office Depot, Petsmart Radio Shack, TCBY Yogurt, Supercuts
Prestonbrook - Frisco -- Coldwell Banker, GNC, Supercuts, Quizno's
Preston Park Gap, Blockbuster, Williams Sonoma Bath & Body Works, Mail Boxes, Etc., Starbucks
Talbots, Banana Republic, Wolf Camera
Prestonwood Blockbuster Hallmark, Great Clips, Mail Boxes, Etc., Subway
Rockwall Town Center (3) -- --
Shiloh Springs Blockbuster GNC, Great Clips, Quizno's, Radio Shack
Southlake - Village Center (5) Blockbuster Radio Shack, Papa Johns, Quizno's, H&R Block
Southpark Bealls H&R Block, GNC, Mail Boxes, Etc., CiCi's Pizza
Trophy Club Family Medicine, Blockbuster Subway, Radio Shack, GNC, Starbuck's, Great Clips
Valley Ranch Centre -- Mail Boxes, Etc., GNC, H&R Block, Subway
Houston
Alden Bridge Walgreens, Blockbuster Hallmark, GNC, Subway, Papa John's Pizza
Atascocita Center (3) -- --
Champions Forest Eckerd Mail Boxes, Etc., GNC, Qiuzno's, Nationwide Insurance
Cochran's Crossing Eckerd , Blockbuster Mail Boxes, Etc., Honey Baked Ham, Hallmark
Coles Center (3) -- Postnet, Quizno's, Hallmark, Nationwide Insurance
Fort Bend Market (3) -- Dollar Discount, Mailbox Depot, Great Clips
Indian Springs Center (3), (5) -- --
Kleinwood Center (3) Walgreens, Blockbuster U.S. Dollar Store, RJ Goodies
Panther Creek Eckerd, Sears Paint & Hardware Starbucks, TCBY Yogurt, Subway, Stride Rite
Sterling Ridge Eckerd, Blockbuster Hallmark, Quizno's, Mail Boxes, Etc., Pizza Hut
Sweetwater Plaza (5) Walgreen's Health South, Sport Clips, TCBY Yogurt
Subtotal/Weighted Average (Texas)
GEORGIA
Atlanta
Ashford Place Pier 1 Imports Baskin Robbin, Mail Boxes, Merle Norman, Great Clips
Briarcliff LaVista Michael's Blue Ribbon Grill
Briarcliff Village TJ Maxx, Office Depot, Petco, La-Z-Boy Subway, Party City, H&R Block, Dollar Tree
Buckhead Court -- Pavillion, Outback Steakhouse, Minuteman Press
Cambridge Square -- Allstate, Dollar Tree, Starbucks, Mail Boxes, Etc.
Cromwell Square CVS Drug, Haverty's, Hancock Fabrics First Union, Bellsouth Mobility
Cumming 400 Big Lots Pizza Hut, Hair Cuttery, Autozone, Dollar Tree
Delk Spectrum Blockbuster Mail Boxes, Etc., GNC, Hallmark, Outback Steakhouse
15
GEORGIA (continued)
Dunwoody Hall Eckerd Texaco, Subway, Nations Bank, Avis
Dunwoody Village Walgreen's Wolf Camera, Jiffy Lube, Hallmark
Killian Hill Market (3) -- Nationwide Insurance, Citifinancial, Subway
Loehmann's Plaza Eckerd, Loehmann's, LA Fitness Mail Boxes, Etc., GNC, H & R Block, Great Clips
Lovejoy Station (5) Blockbuster Subway, H&R Block, Supercuts, Pak Mail
Memorial Bend TJ Maxx Hollywood Video, Pizza Hut, GNC, H & R Block, Cato
Orchard Square (5) -- Mail Boxes Unlimited, Choice Cuts, Remax
Paces Ferry Plaza Blockbuster Sherwin Williams, Nations Bank, Houston's
Powers Ferry Square CVS Drug, Pearl Arts & Crafts Domino's Pizza, Dunkin Donuts, Suntrust Bank
Powers Ferry Village CVS Drug Mail Boxes, Etc., Blimpies
Rivermont Station CVS Drug, Blockbuster Pak Mail, GNC, Wolf Camera, Hair Cuttery
Roswell Village (5) Eckerd, Blockbuster Pizza Hut, Dollar Tree, Cato, Hair Cuttery
Russell Ridge Blockbuster Pizza Hut, Pak Mail, Hallmark, GNC
Sandy Plains Village Stein Mart, Blockbuster Hallmark, Mail Boxes, Etc., Subway, Hair Cuttery
Other Markets
LaGrange Marketplace Eckerd Lee's Nails, It's Fashions, One Price Clothing
Parkway Station -- H & R Block, Pizza Hut, Super Nails, Dollar Tree
Subtotal/Weighted Average (Georgia)
OHIO
Cincinnati
Beckett Commons Stein Mart Mail Boxes, Etc., Subway, GNC
Cherry Grove TJ Maxx, Hancock Fabric Shoe Carnival, GNC, Hallmark, Sally Beauty
Hyde Park Plaza Walgreen's, Michaels, Blockbuster Radio Shack, Starbucks, Hallmark, Great Clips
Barnes & Noble, Jo-Ann Fabrics Famous Footware, US Post Office, Panera Bread
Regency Milford Center -- Dollar Tree, Goodyear, CATO, Great Clips
Shoppes at Mason Blockbuster Mail Boxes. Etc., GNC, Great Clips, H&R Block
Westchester Plaza -- Pizza Hut, Subway, GNC, Cincinnati Bell Wireless
Columbus
East Pointe Goodyear, Blockbuster Mail Boxes, Etc., Hallmark, Subway, Great Clips
Kingsdale Stein Mart, Goodyear Sally Beauty Supply, Jenny Craig, Famous Footware
Kroger New Albany Center (5) Blockbuster Great Clips, Mail Boxes, Etc., Blimpies
North Gate/(Maxtown) -- Hallmark, GNC, Great Clips, Domino's Pizza
Park Place Blockbuster Mail Boxes, Etc., Domino's, Subway
Windmiller Plaza Sears Hardware Radio Shack, Sears Optical, Great Clips, Cato
Worthington Blockbuster H&R Block, Radio Shack, Dairy Queen
Toledo
Cherry Street Center -- --
Subtotal/Weighted Average (Ohio)
COLORADO
Colorado Springs
Cheyenne Meadows (5) -- Nail Center, Cost Cutters, Cheyenne Mtn. Realty
Jackson Creek -- Subway, Pak Mail
Woodmen Plaza -- Hallmark, GNC, Mail Boxes, Etc., H&R Block
Denver
Boulevard Center One Hour Optical Bennigans, Great Clips, Mail Boxes, Etc., Quizno's
Buckley Square True Value Hardware Hollywood Video, Radio Shack, Subway, Pak Mail
Centerplace of Greeley (3) Target (4), Ross, Shoe Carnival --
Crossroads Commons (5) Barnes & Noble, Mann Theaters Wherehouse Music, Quizno's, Sally Beauty Supply
Hilltop Village (3) -- --
Leetsdale Marketplace Blockbuster Radio Shack, GNC, Checker Auto Parts, Quizno's
Littleton Square Walgreens, Blockbuster H&R Block, Radio Shack, Starbucks, Mail Boxes, Etc.
Lloyd King Center -- GNC, Cost Cutters, Hollywood Video
New Windsor Marketplace (3) -- --
Redlands Marketplace Blockbuster H&R Block, Great Clips
Stroh Ranch -- Cost Cutters, Post Net, Subway
Willow Creek Center (5) Family Fitness, Gateway Taco Bell, Starbucks, Blimpies, Mail Boxes, Etc.
Subtotal/Weighted Average (Colorado)
16
NORTH CAROLINA
Asheville
Oakley Plaza (5) CVS Drug, Western Auto Little Caesar's, Subway, Postnet
Baby Superstore Life Uniform, Household Finance
Charlotte
Carmel Commons Eckerd, Blockbuster, Piece Goods Party City, Radio Shack, Chuck E Cheese's, Blimpies
Union Square CVS Drug, Blockbuster Mail Boxes, Etc., Subway, TCBY, Rack Room
Consolidated Theatres
Greensboro
Kernersville Marketplace -- Mail Boxes, Etc., Little Caesar's, Great Clips, GNC
Sedgefield Village -- Great Clips, A-Nails
Raleigh / Durham
Bent Tree Plaza -- Pizza Hut, Manhattan Bagel, Parcel Plus, Cost Cutters
Garner Town Square Target (4), Office Max, Blockbuster Sears Optical, Friedman's Jewelers, S&K
Petsmart, Home Depot (4) United Artist H & R Block, Shoe Carnival, Dress Barn
Glenwood Village -- Domino's Pizza, Frame Wharehouse
Lake Pine Plaza Blockbuster H & R Block, GNC, Great Clips
Maynard Crossing Blockbuster Mail Boxes, Etc., GNC, Hallmark, Cingular Wireless
Southpoint Crossing Blockbuster Wolf Camera, GNC, H&R Block, Hallmark, Starbucks
Woodcroft True Value Domino's Pizza, Subway, Nationwide Insurance
Subtotal/Weighted Average (NC)
WASHINGTON
Seattle
Cascade Plaza (5) Long's Drugs, Ross, Bally Fitness Hollywood Video, Fashion Bug, Aaron's Rents
Jo-Ann Fabrics Great Clips, Cingular Wireless, Domino's
Inglewood Plaza -- Radio Shack, Subway, Great Clips
James Center (5) Rite Aid Kinko's, Hollywood Video, U.S. Bank, Starbucks
Padden Parkway (3) -- --
Pine Lake Village Rite Aid, Blockbuster Starbucks, Baskin Robbins, Sylvan Learning Center
Sammamish Highlands Bartell Drugs, Ace Hardware Hollywood Video, Starbucks, GNC, H&R Block
South Point Plaza Rite Aid, Office Depot, Outback Steakhouse, AT&T Wireless,
Pep Boys, Pacific Fabrics The UPS Store
Southcenter Target (4) Boaters World, Quizno's, Supercuts, Starbucks
Thomas Lake Rite Aid, Blockbuster Great Clips, Subway, State Farm Insurance
Subtotal/Weighted Average (WA)
VIRGINIA
Washington D.C.
Ashburn Farm Market -- Video Wharehouse, Starbucks, Subway, Supercuts
Chesire Station Petco, Blockbuster Radio Shack, Blimpies, Starbucks, GNC, Hair Cuttery
Somerset (3) -- --
Tall Oaks Village Center -- Video Wharehouse, Domino's, Great Clips
Village Center at Dulles (5) CVS Drug, Gold's Gym, Petco
Other Virgina
Brookville Plaza (5) -- H&R Block, Cost Cutters, Liberty Mutual, Quizno's
Statler Square CVS Drug, Staples Hallmark, H & R Block, Hair Cuttery, Cellular One
Subtotal/Weighted Average (Virginia)
OREGON
Portland
Cherry Park Market (Grmr) -- Hollywood Video, Subway, McDonalds, Dollar Tree
Hillsboro Market Center -- Quizno's, Starbucks, Great Clips
Hillsboro Market Center Phase II Marshalls, Petsmart Dollar Tree, Mattress Specialist
Murrayhill Marketplace Segal's Baby News Wells Fargo Bank, Great Clips, State Farm
Sherwood Crossroads -- Great Clips, Starbucks, Quizno's
Sherwood Market Center -- Hallmark, Mail Boxes, Etc., GNC, Supercuts
Sunnyside 205 -- Kinko's, Coldwell Banker, Quizno's
Walker Center Sportmart, Blockbuster Postal Annex, Quizno's, Cruise Masters
West Hills Blockbuster GNC, Starbucks, Great Clips, State Farm
Subtotal/Weighted Average (Oregon)
17
ALABAMA
Birmingham
Southgate Village Shopping Center Rite Aid Subway, Red Wing Shoes, Compass Bank
Trace Crossing Shopping Center (3) -- Lady of America, Great Clips, H&R Block
Valleydale Village (3) Pets America American Fitness, Subway, Great Clips, Pizza Hut
Villages of Trussville CVS Drug Cellular Sales, Pro Top Nails
Montgomery
Country Club Rite Aid Movie Gallery, Subway, GNC
Other Markets
Bonner's Point Wal-Mart Subway, Cato, Movie Gallery
Marketplace - Alexander City Wal-Mart, Goody's Family Clothing Domino's Pizza, Subway, Hallmark, CATO
Subtotal/Weighted Average (Alabama)
ARIZONA
Phoenix
Carefree Marketplace (3) -- Pizza Hut, Subway, Great Clips, Starbucks
Palm Valley Marketplace (5) Blockbuster Alltel, Subway, GNC, Great Clips, H&R Block
Paseo Village Walgreens, Blockbuster Fantastic Sams, McDonalds, Reflections West
Pima Crossing Stein Mart, Blockbuster Subway, Great Clips, Sherwin Williams,
Pier 1 Imports, Bally Total Fitness GNC, Mattress Firm
Stonebridge Center -- Cost Cutters, Post Net, Sally Beauty Supply
The Provinces -- Lady of America, Supercuts, New York Bagels
Subtotal/Weighted Average (Arizona)
TENNESSEE
Nashville
Harpeth Village Blockbuster Mail Boxes, Etc., Heritage Cleaners, Great Clips
Hwy 46 & Hwy 70 (Dickson) Eckerd --
Nashboro Village -- Hallmark, Fantastic Sams, Cellular Sales
Northlake Village CVS Drug, Petco GNC, Beauty Express, Olan Mills, Healthsouth
Peartree Village Eckerd, Office Max Hollywood Video, AAA Auto, Royal Thai
West End Avenue Walgreen's --
Subtotal/Weighted Average (TN)
SOUTH CAROLINA
Merchants Village (5) -- Firestone Tire, Mail Boxes, Etc., Hair Cuttery, Hallmark
Murray Landing (3) -- Great Clips, Pretty Nails, Tripp's Fine Cleaners
Pelham Commons (3) -- --
Queensborough (5) -- Pet Emporium, Mail Boxes, Etc., Supercuts, Pizza Hut
Rosewood Shopping Center -- Kings's Beauty Supply, Great Clips, Sterling Cleaners
Subtotal/Weighted Average (SC)
KENTUCKY
Franklin Square Rite Aid,Chakeres Theatre, JC Penney, Office Depot
Mail Boxes, Etc., Baskin Robbins, Kay Jewelers
Chakers Theatre, Pier 1 Imports Radio Shack, Cato, Hibbet Sporting GoodsShoppes of Ft Wright --
Silverlake (5) Blockbuster CATO, Radio Shack, H&R Block, Great Clips--
Subtotal/Weighted Average (KY)
ILLINOIS
Hinsdale Lake Commons Ace Hardware, Blockbuster Hallmark, Mail Boxes, Etc., Fannie May Candies
Murray's Party Time Supplies Quizno's, Coldwell Banker
Westbrook Commons -- Radio Shack, Great Clips, GNC, Remax, SubwayDELAWARE
- --------
Pike Creek Eckerd, K-Mart
White Oak - Dover DE Eckerd
Subtotal/Weighted Average (IL)
18
MICHIGAN
Fenton Marketplace Blockbuster, Michaels Supercuts, Countrywide Home Loans
Lakeshore Rite Aid Hallmark, American Travelers
Waterford -- Supercuts, Hollywood Video, Starbucks, GNC(DE)
MARYLAND
- --------
Clinton Park (5) K-Mart
Subtotal/Weighted Average (MI)
DELAWARE
Pike Creek Eckerd, K-mart, Blockbuster Radio Shack, H&R Block, TCBY, GNC
White Oak(MD)
NEW JERSEY
- Dove DE Eckerd----------
Echelon Village Plaza --
Subtotal/Weighted Average (DE)
NEW JERSEY
Echelon Village Plaza (3) -- Dunkin Donuts, Hair Cuttery, KFC, Quizno's(NJ)
MISSOURI
St.- --------
St Ann Square Bally Total Fitness
Great Clips, US Navy, US Marines, US ArmySubtotal/Weighted Average (MO)
PENNSYLVANIA
- ------------
Hershey - Goodyear --
GoodyearSubtotal/Weighted Average (PA)
Total Weighted Average
- --------------------------------------------------------
(1) Or latest renovationrenovation.
(2) Includes development properties. If development properties are
excluded, the total percentage leased would be 94.8%95.4% 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 PartnershipRegency Centers,
L.P. or an affiliate is the general partner.
1912
Item 3. Legal Proceedings
Regency isWe are a party to various legal proceedings, which arise, in the
ordinary course of itsour business. Regency isWe are not currently involved in any litigation
nor to management'sour knowledge, is any litigation threatened against Regency,us, the outcome of
which would, in management's judgementour judgment based on information currently available to us,
have a material adverse effect on theour financial position or results of
operations of Regency.operations.
Item 4. Submission of Matters to a Vote of Security Holders
No matters were submitted for stockholder vote during the fourth
quarter of 2002.2003.
PART II
Item 5. Market for the Registrant's Common Equity and Related Shareholder
Matters
There is no established public trading market for the units of
partnership interest in the Partnership ("Units"), and Units may be transferred
only with the consent of the general partner as provided in the Fourth Amended
and Restated Agreement of Limited Partnership (the "Partnership Agreement"). As
of December 31, 20022003 there were approximately 47 holders of record in the
aggregate of Original Limited Partnership Units, Additional Units and Series A, B,
C, D, E and F Preferred Units, determined in accordance with Rule 12g5-1 under
the Securities Exchange Act of 1934, as amended. To the Partnership's knowledge,
there have been no bids for the Units and, accordingly, there is no available
information with respect to the high and low quotation of the Units for any
quarter since Regency became the general partner of the Partnership. Regency
directly or indirectly through a subsidiary holds 98% of the Common Units. Each
outstanding Unit other than the Units held directly or indirectly by Regency and
the Series A, B, C, D, E and F Preferred Units which are convertible into Regency
preferred stock may be exchangeable by its holder on a one share per one Unit
basis, for the common stock of Regency or for cash, at Regency's election.
The Partnership Agreement provides that the Partnership will make
priority distributions of Available Cash (as defined in the Partnership
Agreement) first to Series A, C, D, E and F Preferred Units on each March 31, June
30, September 30 and December 31 in a distribution amount equal to 8.125%,
9.0%, 9.125%,
8.75% and 8.75% of the original capital contribution per Series A, C, D, E and F
Preferred Units, respectively. The Partnership Agreement provides that the
Partnership will make priority distributions of Available Cash (as defined in
the Partnership Agreement) first to Series B Preferred Units on each March 1,
June 1, September 1 and December 1 in a distribution amount equal to 8.75% of
the original capital contribution per Series B Preferred Units. Subject to the
prior right of the holders of Series A, B, C, D, E and F Preferred Units to receive
all distributions accumulated on such Units in full, at the time of each
distribution to holders of common stock of Regency, distributions of Available
Cash will then be made pro-rata to the holders of common Units, including
Regency.
Regency'sOur common stock is traded on the New York Stock Exchange ("NYSE")
under the symbol "REG". RegencyWe currently hashave approximately 4,0007,000 shareholders. The
following table sets forth the high and low prices and the cash dividends
declared on Regency'sour common stock by quarter for 20022003 and 2001.2002.
2003 2002 2001
------------------------------------------- ---------------------------------------------
Cash Cash
Quarter High Low Dividends High Low Dividends
Ended Price Price Declared Price Price Declared
- -------------------------------------------------------------------------------------------------------------------------
March 31 $ 33.53 30.40 .52 29.50 26.88 .51
25.00 22.63 .50
June 30 35.72 32.41 .52 31.03 27.82 .51
25.56 23.00 .50
September 30 36.95 34.09 .52 31.85 25.22 .51
26.35 22.72 .50
December 31 40.43 35.56 .52 32.40 28.92 .51 27.75 24.51 .50
20
The Partnership intends to pay regular quarterly distributions to its
Unit holders in an amount per Unit identical to the per share amount distributed
to holders of Regency common stock. Regency intends to pay regular quarterly
distributions to itsour common stockholders. Future distributions will be declared
and paid at the discretion of
the13
our Board of Directors, and will depend upon cash generated by operating
activities, Regency'sour 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 theour Board of Directors deemsdeem relevant. Regency anticipatesWe
anticipate 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.us. Distributions by Regencyus to the
extent of itsour current and accumulated earnings and profits for federal income
tax purposes will be taxable to stockholders as either ordinary dividend income
or capital gain income if so declared by Regency.us. 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
itsour qualification as a REIT, Regencywe must make annual distributions to stockholders
of at least 90% of itsour taxable income. Under certain circumstances, which management doeswe do
not expect to occur, Regencywe could be required to make distributions in excess of
cash available for distributions in order to meet such requirements. RegencyWe
currently maintainsmaintain the Regency Centers Corporation Dividend Reinvestment and
Stock Purchase Plan which enables itsour stockholders to automatically reinvest
distributions, as well as, make voluntary cash payments towards the purchase of
additional shares.
Under theour loan agreement with the lenders of Regency'sfor our 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.available
on their website at www.nareit.com. Also, in the event of any monetary default,
Regencywe may not make distributions to stockholders.
There were no sales of unregistered securities during the periods
covered by this report.
Equity Compensation Plan Information
(a) (b) (c)
----------------------- ------------------------ ----------------------
Number of securities
remaining available
for future issuance
Number of securities Weighted-average under equity
to be issued upon exercise price of compensation plans
exercise of outstanding options, (excluding
Plan Category outstanding options, warrants and rights securities reflected
warrants and rights in column (a))
- ---------------------------------------- ----------------------- ------------------------ ----------------------
Equity compensation plans
approved by security holders........ 3,097,859 $27.47 1,348,880(1)
Equity compensation plans not
approved by security holders........ N/A N/A 11,992
----------------------- ------------------------ ----------------------
Total............................ 3,097,859 $27.47 1,360,872
======================= ======================== ======================
- ----------------------------------------
(1) The Company's 1993 Long Term Omnibus Plan provides for the issuance of
up to 12% of Regency's outstanding common stock and common stock
equivalents, but not to exceed 8.5 million shares. The shares shown in
column (c) as available for issuance at December 31, 2002 are based on
this 12% formula.
Regency's Stock Grant Plan for non-key employees is the only equity
compensation plan that our shareholders have not approved. This Plan provides
for the award ofreport other than a stock bonus of a specified value to each non-key employee on
the 1st anniversary date and every 5th anniversary date of their employment. For
example, each non-manager employee receives $500 in shares at the specified
21
anniversary dates based on the average fair market value of Regency's common
stock for the most recent quarter prior to the anniversary date. A total of 30,000135,985 shares issued during 2003
on a one-for-one basis for exchangeable common units of common stock have been reserved for issuance under this Plan,our operating
partnership, Regency Centers L.P., pursuant to Section 4(2) of which 11,992 shares were available for issuance at December 31, 2002.the Securities
Act of 1933.
14
Item 6. Selected Consolidated Financial Data
(in thousands, except per shareunit data and number of properties)
The following table sets forth Selected Consolidated Financial Data for
the Partnership on a historical basis for the five years ended December 31,
2002, for the Partnership.2003. This information should be read in conjunction with the consolidated
financial statements of the Partnership (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 Consolidated Financial Data has been derived from the audited
consolidated financial statements.
2003 2002 2001 2000 1999 1998
---- ---- ---- ---- ----
Operating Data:
Revenues:
Rental revenuesRevenues $ 354,183 323,020 306,030 258,275 120,057
Service operations revenue 20,255 31,495 27,226 18,239 11,863
Equity in income of investments
in real estate partnerships 5,765 3,439 3,139 4,688 946
------------ ----------- ----------- ----------- ------------
Total revenues 380,203 357,954 336,395 281,202 132,866
------------ ----------- ----------- ----------- ------------377,621 353,661 318,800 301,389 258,042
Operating expenses:
Operating, maintenance and real
estate taxes 89,749 81,039 75,811 61,928 28,068
General and administrative and other expenses 24,133 24,917 21,870 19,747 15,064
Depreciation and amortization 70,443 62,435 55,537 45,278 23,395
------------ ----------- ----------- ----------- ------------
Total operating196,926 176,061 164,272 149,432 123,244
Other expenses 184,325 168,391 153,218 126,953 66,527
------------ ----------- ----------- ----------- ------------
Other expense (income):
Interest expense, net of interest income 81,286 63,680 63,867 56,576 26,051
(Gain) loss on sale of operating properties (5,267) (699) (4,507) 233 (10,726)
Provision for loss on operating and
development properties 4,369 1,595 12,995 - -
Other income (2,383) - - - -
------------ ----------- ----------- ----------- ------------
Total other expense 78,005 64,576 72,355 56,809 15,325
------------ ----------- ----------- ----------- ------------
Income before minority 36,550 62,004 40,436 48,795 42,645
Minority interests 117,873 124,987 110,822 97,440 51,014
Minority interest preferred unit distributions (33,475) (33,475) (29,601) (12,368) (3,358)
Minority interest of limited partners (492) (721) (2,632) (2,855) (464)
------------ ----------- ----------- ----------- ------------501 492 721 2,632 2,855
Income from continuing operations 83,906 90,791 78,589 82,217 47,192
Discontinued operations, net:
Operating income from discontinued operations 10,238 12,430 11,514 10,527 5,224
Gain on sale of operating properties and
properties in development 19,177 - - - -
------------ ----------- ----------- ----------- ------------143,645 115,104 113,371 101,036 89,774
Income from discontinued operations 29,415 12,430 11,514 10,527 5,224
------------ ----------- ----------- ----------- ------------20,015 31,692 23,325 19,174 15,818
Preferred unit distributions and original
issuance costs 34,001 33,475 33,475 29,601 12,368
Net income for common unitholders $unit holders 129,658 113,321 103,221 90,103 92,744 52,416
============ =========== =========== =========== ============92,748
Income per common unit - Basic:diluted:
Income from continuing operations $ 1.36 1.491.79 1.32 1.30 1.42 1.60
Discontinued operations $ 0.49 0.21 0.19 0.19 0.20
------------ ----------- ----------- ----------- ------------1.17 1.33
Net income for common unitholders per unit holders $ 1.85 1.70 1.49 1.61 1.80
============ =========== =========== =========== ============
Income per common unit - Diluted:
Income from continuing operations $ 1.35 1.49 1.30 1.43 1.56
Discontinued operations $ 0.49 0.20 0.19 0.18 0.19
----------------------------------------------------------------------
Net income for common unitholders per unit $2.12 1.84 1.69 1.49 1.61
1.75
======================================================================
22
2002 2001 2000 1999 1998
---- ---- ---- ---- ----
Balance Sheet Data:
Real estate investments before accumulated
depreciation $ 3,166,346 3,094,071 3,156,831 2,943,627 2,636,193
Total assets 3,098,229 3,068,928 3,109,314 3,035,144 2,654,936
Total debt 1,452,777 1,333,524 1,396,721 1,307,072 1,011,966
Total liabilities 1,562,530 1,426,349 1,478,811 1,390,796 1,068,806
General partners' capital 1,205,803 1,221,720 1,219,051 1,225,415 1,247,449
Other Data:Information:
Distributions per unit $ 2.08 2.04 2.00 1.92 1.84
Common units outstanding 61,227 61,512 60,645 59,863 60,304
25,589Series A-F Preferred Units outstanding 2,290 4,640 4,640 4,640 3,700
1,600
Partnership owned GLAgross leasable area (GLA) 30,348 29,483 29,089 27,991 24,769
14,652
Number of properties (at end of year)owned 265 262 272 261 216 129
Ratio of earnings to fixed charges 2.1 1.8 1.8 1.7 1.7 1.9 2.1
Distributions per unit $ 2.04 2.00 1.92 1.84 1.76
Balance Sheet Data:
Real estate investments at cost $ 3,088,914 3,156,831 2,943,627 2,636,193 1,250,332
Total assets $ 3,061,859 3,109,314 3,035,144 2,654,936 1,240,107
Total debt $ 1,333,524 1,396,721 1,307,072 1,011,967 548,126
General partners' capital $ 1,221,720 1,219,051 1,225,415 1,247,249 550,741
2315
Item 7. Management's Discussion and Analysis of Financial Condition and Results
of Operations
In addition to historical information, the following information
contains forward-looking statements under the federal securities laws. These
statements are based on current expectations, estimatesIntroduction and projections about
the industry and markets in whichStrategic Overview
- -----------------------------------
Regency operates, and management's beliefs and
assumptions. Forward-looking statements are not guarantees of future performance
and involve certain known and unknown risks and uncertainties that could cause
actual results to differ materially from those expressed or implied by such
statements. Such risks and uncertainties include, but are not limited to,
changes in national and local economic conditions; financial difficulties of
tenants; competitive market conditions, including pricing of acquisitions and
sales of properties and out-parcels; changes in expected leasing activity and
market rents; timing of acquisitions, development starts and sales of properties
and out-parcels; weather; the ability to obtain governmental approvals; and
meeting development schedules. The following discussion should be read in
conjunction with the accompanying Consolidated Financial Statements and Notes
thereto of Regency Centers, L.P. appearing elsewhere in the annual report on
Form 10-K.
Organization
Regency Centers Corporation ("Regency" or "Company") is a qualified real estate investment trust ("REIT"), which
began operations in 1993. Our primary operating and investment goal is long-term
growth in earnings per share and total shareholder return by focusing on a
strategy of owning and operating grocery anchored shopping centers that are
anchored by market-leading supermarkets, and that are located in areas with
attractive demographics.
Currently, our real estate investments before depreciation total $3.2
billion with 265 shopping centers in 22 states. At December 31, 2003, our gross
leasable area ("GLA") totaled 30.3 million square feet and was 92.2% leased.
Geographically, 19.6% of our GLA is located in Florida, 19.5% in California,
16.8% in Texas, 6.6% in Georgia, 6.3% in Ohio, and 31.2% spread throughout 17
other states. We invest
in retailown and operate our shopping centers through our operating
partnership, interest in Regency Centers, L.P., ("RCLP" or "Partnership") an operating partnership, in which Regencywe currently owns approximatelyown 98% of
the outstanding commonoperating partnership units
("Common Units").units. Regency's acquisition, development, operationsoperating, investing and financing
activities including the issuance of Common Units or Cumulative Redeemable
Preferred Units ("Preferred Units"), are generally executedperformed by RCLP.
Shopping Center Business
We are a national owner, operatorearn revenues and developer of grocery-anchored
neighborhoodgenerate operating cash flow by leasing space to
grocers and retail side-shop tenants in our shopping centers. We experience
growth in revenues by increasing occupancy and rental rates at currently owned
shopping centers, and by developing new shopping centers. A list of our shoppingneighborhood center
is a convenient, cost-effective distribution platform for food retailers.
Grocery anchored centers including
those partially owned through joint ventures, summarized by stategenerate substantial daily traffic and in order
of largest holdings, includingoffer
sustainable competitive advantages to their GLA follows:
December 31, 2002 December 31, 2001
----------------- -----------------
Location # Properties GLA % Leased * # Properties GLA % Leased *
-------- ------------ --- ---------- ------------ --- ----------
Florida 53 6,193,550 91.9% 56 6,535,254 92.0%
California 43 5,125,030 99.1% 39 4,879,051 98.8%
Texas 40 5,123,197 93.6% 36 4,579,263 92.8%
Georgia 24 2,437,712 93.9% 26 2,556,471 93.3%
Ohio 14 1,901,684 91.4% 14 1,870,079 93.5%
Colorado 15 1,538,570 98.0% 12 1,188,480 99.2%
North Carolina 12 1,225,201 97.6% 13 1,302,751 98.1%
Washington 9 986,374 98.9% 9 1,095,457 98.1%
Virginia 7 872,796 96.8% 6 408,368 97.6%
Oregon 9 822,115 93.7% 8 740,095 93.2%
Alabama 7 644,896 94.3% 7 665,440 95.3%
Arizona 6 525,701 96.3% 9 627,612 98.6%
Tennessee 6 444,234 95.3% 10 493,860 99.4%
South Carolina 5 339,256 99.1% 5 241,541 100.0%
Kentucky 2 304,659 96.6% 5 321,689 94.2%
Illinois 2 300,477 96.1% 2 300,162 91.6%
Michigan 3 279,265 92.6% 3 275,085 89.5%
Delaware 2 240,418 99.0% 2 240,418 99.3%
New Jersey 1 88,993 - 3 112,640 100.0%
Missouri 1 82,498 92.9% 2 370,176 92.9%
Pennsylvania 1 6,000 100.0% 1 6,000 100.0%
Mississippi - - - 2 185,061 98.3%
Wyoming - - - 1 87,777 100.0%
Maryland - - - 1 6,763 -
---------------- ---------------- --------------- ----------------- -------------- ---------------
Total 262 29,482,626 94.8% 272 29,089,493 94.9%
================ ================ =============== ================= ============== ===============
* Excludes pre-stabilized properties under development
24
We are focused on building a portfolio of grocery-anchored
neighborhood shopping centers that are positioned to withstand adverse economic
conditions by providing consumers with convenient shoppingtenants. This high traffic generates
increased sales, thereby driving higher occupancy, rental rates and rental-rate
growth for daily necessities
and adjacent local tenants with foot traffic. Regency's current investment
markets are stable, andRegency, which we expect to realizesustain our growth in net income as a result of
increasing occupancy in the portfolio, increasing rental rates, developmentearnings per share
and acquisition of shopping centers in targeted markets, and redevelopment of
existing shopping centers.
The following table summarizes the four largest grocery-tenants
occupying our shopping centers, including those partially owned through joint
ventures at December 31, 2002:
Percentage of Percentage of
Grocery Number of Company- Annualized Average Remaining
Anchor Stores (a) owned GLA Base Rent Lease Term
------ ---------- --------- --------- ----------
Kroger 61 11.8% 8.8% 16 years
Publix 53 8.3% 5.9% 14 years
Safeway 46 5.9% 4.5% 12 years
Albertsons 24 2.9% 2.5% 16 years
(a) Includes grocery-tenant-owned stores
On January 22, 2002, Kmart Corporation, a tenant in four of our
shopping centers, filed for protection under Chapter 11 of the U.S. Bankruptcy
Code. Under Chapter 11 bankruptcy protection, Kmart has the ability to reject
pre-petition lease agreements and cease paying rent. Kmart rejected two leases
representing $942,000 of annual base rent and closed both stores. We have two
other leases with Kmart representing $883,000 of annual base rent. Both of these
stores are open and operating, however, we have no assurance that Kmart will be
able to continue rental payments on these two stores in the future.
As a result of the Kmart store closing at one of our shopping centers,
combined with an earlier closing of an adjacent Winn-Dixie grocery store, we
determined thatincrease the value of thisour portfolio over the long term.
We seek a range of strong national, regional and local specialty
tenants, for the same reason that we choose to anchor our centers with leading
grocers. 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 grocery anchor, help to stabilize a center's
occupancy, reduce re-leasing downtime, reduce tenant turnover and yield higher
sustainable rents.
We primarily grow our shopping center had been permanently impaired.
As a result,portfolio through new shopping
center development, where we recorded a provision for loss on operating properties of $2.4
million during 2002.
Acquisitionacquire the land and Development of Shopping Centers
We have implemented a growth strategy dedicated to developing and
acquiring high-quality shopping centers. Our development program makes a
significant contribution to our overall growth.construct the building.
Development is customer-driven, meaning we generally have an executed lease from
the grocery-anchoranchor before we beginstart construction. Developments serve the growth needs of
our grocery and specialty retail customers, result in modern shopping centers
with 20-yearlong-term leases from the grocery anchors and produce either attractive returns on
our invested capital or profits from sale.capital. This development process can require 12up to 36 months from
initial land or redevelopment acquisition through construction, lease-up and
stabilization of rental income, depending upon the size and type of the project.
Generally, anchor tenants begin operating their stores prior to construction
completion of the entire center, resulting in rental income during the
development phase.
During 2002, we acquiredWe intend to maintain a conservative capital structure to fund our
growth programs without compromising our investment-grade ratings. Our approach
is founded on our self-funding business model. This model utilizes center
"recycling" as a key component. Our recycling strategy calls for us to re-deploy
the land and began development on 21 new
projects representing estimated total costs at completion of $335 million,
compared with starting 11 new projects during 2001 with estimated costs at
completion of $156 million. At December 31, 2002, we had 34 projects under
construction or undergoing major renovations, which, when completed, are
expected to represent an investment of $635.8 million before the estimated
reimbursement of certain tenant-related costs and projected sales proceeds from adjacent landthe sales of properties into new higher quality developments
that we expect to generate sustainable revenue growth and out-parcels of $131 million. Costs necessarymore attractive
returns on invested capital. Our commitment to complete these
developments will be $326 million, are generally already committed as part of
existing construction contracts, and will be expended through 2005. These
developments are approximately 49% completed and 64% pre-leased.
RCLP hasmaintaining a 20% equity interest in and serves as property manager for
Columbia Regency Retail Partners, LLC ("Columbia"), a joint venture with the
Oregon State Treasury that was formed for the purpose of investing in retail
25
shopping centers. During 2002, Columbia acquired ahigh-quality
shopping center fromportfolio dictates that we continually assess the Partnership for $19.5 million, for which the Partnership received net proceedsvalue of $17.5 million. At December 31, 2002, Columbia owned 12all
of our properties and sell those that no longer meet our long-term investment
standards.
Joint venturing of shopping centers also provides us with a net book valuecapital
source for new development, as well as the opportunity to earn fees for asset
and property management services. As asset manager, we are engaged by our
partners to apply similar operating, investment, and capital strategies to the
portfolios owned by the joint ventures. Joint ventures grow their shopping
center investments through acquisitions from third parties or direct purchases
of $284.9 million.
RCLP has a 25% equity interest in and serves as property manager for
Macquarie CountryWide-Regency, LLC, ("MCWR") a joint venture with an affiliate
of Macquarie CountryWide Trust of Australia, a Sydney, Australia-based property
trust focused on investing in grocery-anchored shopping centers. During 2002,
MCWR acquired 11 shopping centers from the Partnership for $145.2 million, for
which the Partnership received net proceeds of $94.9 million and a note
receivable of $25.1 million. MCWR is currentlyRegency. Although selling properties to joint ventures
reduces our ownership interest, we continue to share in the processrisks and rewards of
placing
third-party fixed-rate mortgages oncenters that meet our long-term investment strategy. Regency is not subject to
liability and has no obligations or guarantees of the properties, the proceeds of which will
be used to repay the note receivable. In January 2003, the note was reduced by
$5.7 million,joint ventures beyond its
ownership percentage.
16
We have identified certain significant risks and challenges affecting
our industry, and we expect the balance of the note receivable to be repaid
during 2003. The Partnership recognized gains on these sales of $11.1 million,
which represents $5.3 million related to operating properties, recorded as a
gain on the sale of operating properties, and $5.8 million related to
development properties, recorded as service operations revenue. The recognition
of gain is recorded on only that portion of the sale to MCWR not attributable to
the Partnership's 25% joint venture interest. At December 31, 2002, MCWR owned
16are addressing them accordingly. A further economic
downturn could result in declines in occupancy levels at our shopping centers,
which would reduce our rental revenues; however, we believe that our investment
focus on grocery anchored shopping centers that provide daily necessities will
minimize the impact of a downturn in the economy. Increased competition from
super-centers such as Wal-Mart could result in grocery anchor closings or
consolidations in the grocery store industry. We currently have 37 shopping
centers, less than 15% of our portfolio, that operate within three miles of a
super-center and we closely monitor their performance and tenants' sales. A slow
down in our shopping center development program would reduce operating revenues
and gains from sales. We believe that developing shopping centers in markets
with a net book value of $180.7 million.
Columbia and MCWR intendstrong demographics with leading grocery stores will enable us to continue
to acquire retailmaintain our development program at historical averages.
Shopping Center Portfolio
- -------------------------
The following table summarizes general operating statistics related to
our shopping center portfolio, including properties partially owned in joint
ventures that we use to evaluate and monitor our performance:
2003 2002 2001
---- ---- ----
Number of Properties 265 262 272
Properties in Development 36 34 41
Gross Leaseable Area (GLA) 30,347,744 29,482,626 29,089,493
Percent Leased - All Properties 92.2% 91.5% 92.7%
Percent Leased - Non development 95.4% 94.8% 94.9%
Same Property Growth Rate 2.7% 3.0% 3.2%
Lease Renewal Rate 75% 77% 71%
Base Rent Growth on Re-Leasing 9.5% 10.8% 10.5%
A list of our shopping centers somesummarized by state and in order of
which they may acquire directly from RCLP. Forlargest holdings follows, including those properties acquired from third parties, RCLP is requiredthat we partially own in
joint ventures:
December 31, 2003 December 31, 2002
----------------- -----------------
Location # Properties GLA % Leased # Properties GLA % Leased
-------- ------------ --- -------- ------------ --- --------
Florida 50 5,943,345 94.3% 53 6,193,550 90.9%
California 49 5,917,372 90.8% 43 5,125,030 91.4%
Texas 41 5,086,086 88.1% 40 5,123,197 88.1%
Georgia 20 2,008,066 95.8% 24 2,437,712 93.2%
Ohio 14 1,901,538 90.6% 14 1,901,684 91.4%
Colorado 14 1,623,674 94.2% 15 1,538,570 88.5%
Virginia 10 1,272,369 89.1% 7 872,796 92.4%
North Carolina 10 1,050,061 98.7% 12 1,225,201 97.6%
Washington 9 1,020,470 96.4% 9 986,374 98.8%
Oregon 8 838,715 92.2% 9 822,115 93.7%
Arizona 7 652,906 91.5% 6 525,701 95.9%
Alabama 6 543,330 85.5% 7 644,896 90.4%
Tennessee 6 444,234 96.5% 6 444,234 95.3%
Illinois 3 408,211 97.0% 2 300,477 96.1%
Michigan 4 368,260 87.2% 3 279,265 92.6%
South Carolina 5 339,926 95.7% 5 339,256 85.6%
Kentucky 3 323,029 97.8% 2 304,659 96.6%
Delaware 2 240,418 99.5% 2 240,418 99.0%
Maryland 1 188,243 90.2% - - -
New Jersey 1 88,993 89.4% 1 88,993 79.7%
Missouri 1 82,498 91.5% 1 82,498 92.9%
Pennsylvania 1 6,000 100.0% 1 6,000 100.0%
----------------- --------------- ---------------- ---------------- --------------- ---------------
Total 265 30,347,744 92.2% 262 29,482,626 91.5%
================= =============== ================ ================ =============== ===============
17
The following summarizes the four largest grocery tenants occupying
our shopping centers, including those partially owned through joint ventures at
December 31, 2003:
Percentage of Percentage of
Grocery Number of Company- Annualized
Anchor Stores (a) owned GLA (b) Base Rent (b)
------ ---------- ------------- -------------
Kroger 61 11.7% 8.2%
Publix 53 8.1% 5.1%
Safeway 47 6.1% 4.8%
Albertsons 24 3.0% 2.4%
(a) Includes stores owned by the grocery anchor that are attached to
provide its pro rataour centers.
(b) GLA includes 100% of the GLA in unconsolidated joint ventures.
Annualized base rent includes only Regency's pro-rata share of
the purchase price.rent from unconsolidated joint ventures.
Liquidity and Capital Resources
- -------------------------------
General
- -------
We expect that the cash generated from revenues will provide the necessary
funds on a short-term basis to pay our operating expenses, interest expense,
scheduled principal payments on outstanding indebtedness, recurring capital
expenditures necessary to maintain our shopping centers properly, and
distributions to stock and unit holders. Net cash provided by operating
activities was $173$227.9 million, $188.7 million and $185.9 million for the years
ended December 31, 2003, 2002 and 2001, respectively. During 2003, 2002, and
2001, respectively, we incurred capital expenditures of $18.5$13.5 million, $15.0 million and $15.8$11.8
million to improvemaintain our shopping center portfolio,centers, paid scheduled principal payments of
$13.5 million, $5.6 million and $6.1 million to our lenders, and paid dividends
and distributions of $157.9 million, $158.5 million and $154.4 million to our
share and unit holders.holders, respectively.
Although base rent is supported by long-term lease contracts, tenants
who file bankruptcy have the rightare able to cancel their leases and close the related
stores. In the event that a tenant with a significant number of leases in our
shopping centers files bankruptcy and cancels its leases, we could experience a
significant reduction in our revenues. We are not currently aware of any current
or pending bankruptcy of any of our tenants that would cause a significant
reduction in our revenues, and no tenant represents more than 10% of our annual
base-rentalbase rental revenues.
We expect to meet long-term capital requirements for maturing preferred
units and debt, the acquisition of real estate, and the renovation or
development of shopping centers from: (i) residual cash generated from operating
activities after the payments described above, (ii) proceeds from the sale of
real estate, (iii) joint venturing of real estate, (iv) increases inrefinancing of debt, and
(v) equity raised in the private or public markets. Additionally, we havethe Company
has the right to call and repay, at par, outstanding preferred units five years
after their issuance date, at the Company's discretion.
We intend to continue to grow our discretion, which could begin during 2003. The sources of repaying preferred
units would include those listed above.
Our commitment to maintaining a high-quality portfolio dictates that we
continually assess the value of all of our properties and sell to third parties
those operating properties that no longer meet our long-term investment
standards. We may also sell a portion of an operating or development property to
one of our joint ventures, which may provide us with a capital source forthrough new development and
acquisitions, either directly or through our joint venture relationships.
Because development and acquisition activities are discretionary in nature, they
are not expected to burden the capital resources we have currently available for
liquidity requirements. Capital necessary to complete developments-in-process
are funded from our line of credit. Regency expects that cash provided by
operating activities, unused amounts available under our line of credit and cash
reserves are adequate to meet short-term and committed long-term liquidity
requirements.
Shopping Center Development, Acquisitions and Sales
- ---------------------------------------------------
At December 31, 2003, we had 36 projects under construction or
undergoing major renovations, which, when completed, we expect to represent an
investment of $693.9 million before the estimated reimbursement of certain
tenant-related costs and projected sales proceeds from adjacent land and
out-parcels of $122.7 million. Costs necessary to complete these developments
will be $273.1 million, are generally already committed as well as market-based feespart of existing
construction contracts, and will be expended through 2006. These developments
are approximately 61% complete and 76% pre-leased. The costs necessary to
18
complete these developments will be funded from our line of credit which has a
commitment amount of $600 million and a balance of $195.0 million at December
31, 2003. During 2003, we started $300.3 million of new development based on
total costs that we may earnexpect to expend on these 18 centers through completion.
During 2002, we started $335.5 million of new development representing 21
centers.
During 2003, we acquired four operating properties from third parties
for $75.4 million, representing 2.4% of our consolidated assets at December 31,
2003. These properties were acquired in existing investment markets, are grocery
anchored, and are owned entirely by Regency. Comparatively, we acquired five
operating properties during 2002 for $106.7 million, or 3.5% of consolidated
assets at December 31, 2002. These acquisitions did not have a significant
impact on operations during 2003 and 2002.
During 2003, we sold 18 retail centers to third parties for $170.7
million, compared with 41 retail centers sold for $339.1 million during 2002 as
part of our asset recycling program. Of the asset manager. By selling a property to a joint venture, we own less than
100% of the property, generally 20% to 50%,centers sold in 2003, 14 were
operating during 2003 and shares the risks and rewards of
the property with its partner.
Proceeds from the sale or joint venturing of properties are included in net investing activities on the Consolidated Statementdiscontinued operations in our
accompanying consolidated statements of Cash Flows.operations. All 41 centers sold during
2002 were operating and are included in discontinued operations. We also sold
partial interests in 12 properties both in 2003 and 2002 to joint ventures for
$232.9 million and $164.8 million, respectively, discussed further below under
Investments in Real Estate Partnerships. We have an inventory of land
out-parcels adjacent to our shopping centers that we routinely develop, lease,
or sell. During 2002, net2003, sales related to out-parcels were $55.7 million compared
to $31.8 million in 2002. Total gains from sales of real estate included in
continuing operations and discontinued operations were $65.1 million in 2003,
compared with $37.4 million in 2002.
Investments in new developments and acquisitions, and proceeds from the
sale of properties to third parties or partial sales to joint venturingventures are
included in investing activities in the accompanying consolidated statements of
real estate was $425
million, compared with $142 million during 2001, and were used primarily to
reduce the balance of the unsecured line of credit (the "Line").cash flows. Net cash 26
provided byused in investing activities was $110.6$96.2 million for the year
ended December 31, 2003. This compares with net cash provided by investing
activities of $95.0 million in 2002 and generally means that the net proceeds from the sale or joint
venturing of real estate was greater than the cash invested in new acquisitions
or developments. Net cash used in investing activities wasof
$164.1 million for
the year endedin 2001.
Investments in Real Estate Partnerships
- ---------------------------------------
At December 31, 2003, we had investments in real estate partnerships of
$140.5 million, primarily comprised of two partnerships, a 20% investment
interest in Columbia Regency Retail Partners, LLC ("Columbia"), a joint
venture with the Oregon State Treasury, and a 25% investment interest in
Macquarie CountryWide-Regency, LLC ("MCWR"), a joint venture with an affiliate
of Macquarie CountryWide Trust of Australia, a Sydney, Australia-based
property trust. The purpose of these partnerships is to invest in retail
shopping centers, and we have been engaged by our partners to provide asset
and property management services.
The following is a summary of unconsolidated combined assets and
liabilities of these partnerships, and our pro-rata share at December 31,
2003, 2002 and 2001 ($ amounts in thousands):
2003 2002 2001
---- ---- ----
Number of Joint Ventures 8 7 7
Regency's Ownership 20%-50% 20%-50% 20%-50%
Number of Properties 46 34 20
Combined Assets $ 812,190 $ 568,839 $ 294,677
Combined Liabilities 336,340 177,457 73,472
Combined Equity 475,850 391,382 221,205
Combined Net Income 39,602 20,766 10,865
Regency's Share of:
Assets $ 239,801 $ 182,377 $ 100,217
Liabilities 99,305 56,895 24,987
Equity 140,496 125,482 75,230
Net Income 11,276 5,765 3,439
At December 31, 2003, Columbia owned 13 shopping centers and generally means thathad total
assets of $295.0 million. Columbia acquired two shopping centers for $39.1
million from third parties during 2003 and sold one shopping center to a third
party for $46.2 million. During 2002, Columbia acquired one shopping center from
us for $19.5 million, for which we received cash investedof $15.6 million.
19
At December 31, 2003, MCWR owned 26 shopping centers and had total
assets of $412.4 million. During 2003, MCWR acquired 12 shopping centers from
Regency for $232.9 million, for which we received cash of $79.4 million, and
notes receivable of $95.3 million with a rate of LIBOR plus 1.5%, net of our 25%
equity contribution of $58.2 million. During 2003, MCWR repaid $69.3 million of
the notes and in new
acquisitionsFebruary 2004, MCWR repaid an additional $10.5 million. MCWR is
currently in the process of placing third party, fixed-rate mortgages on certain
properties, the proceeds of which will be used to repay the remaining balance of
$15.5 million. We recognized gains on these sales of $25.7 million recorded as
gain from sale of operating or developments was greater thandevelopment properties. During 2002, MCWR
acquired 11 shopping centers from the Company for $145.2 million, for which we
received net proceeds from selling or
joint venturing real estate. Net cash used in financing activities was $255of $83.8 million and $94.9a note receivable of $25.1 million,
net of our 25% equity contribution of $36.3 million. MCWR repaid the note
receivable during 2003. The Company recognized gains on these sales of $11.1
million. During 2003, MCWR sold two shopping centers to third parties for $20.1
million.
Recognition of gain from sales to joint ventures is recorded on only
that portion of the years ended December 31, 2002sales not attributable to our ownership interest. The gains
and 2001.operations are not recorded as discontinued operations because of our
continuing involvement in these shopping centers. Columbia and MCWR intend to
continue to acquire retail shopping centers, some of which they may acquire
directly from us. For those properties acquired from third parties, we are
required to contribute our pro-rata share of the purchase price to the
partnership.
Debt and Equity
- ---------------
Outstanding debt at December 31, 20022003 and 20012002 consists of the
following (in thousands):
2003 2002 2001
---- ----
Notes Payable:
Fixed-rate mortgage loans $ 217,001 229,551 240,091
Variable-rate mortgage loans 41,629 24,998 21,691
Fixed-rate unsecured loans 999,147 998,975 760,939
-------------- ---------------
Total notes payable 1,257,777 1,253,524 1,022,721
Unsecured line of credit 195,000 80,000 374,000
-------------- ---------------
Total $ 1,452,777 1,333,524 1,396,721
============== ===============
Mortgage loans are secured by certain real estate properties, and may be prepaid, but could be subject to
a yield-maintenance premium.yield maintenance premiums. Mortgage loans are generally due in monthly
installments of interest and principal, and mature over various terms through
2019.2023. Variable interest rates on mortgage loans are currently based on LIBOR,
plus a spread in a range of 130 basis points125 to 175150 basis points. Fixed interest rates on
mortgage loans range from 6.64%5.65% to 9.5%.
We have an unsecured line of credit (the "Line") with a commitment from
our banks of $600 million and a current balance of $195 million. Interest rates
paid on the Line, which are based on LIBOR plus .85%, atwere 1.975% and 2.288%, on
December 31, 20022003 and 2001 were 2.288% and 2.913%,2002, respectively. The spread that we pay on the Line is
dependent upon maintaining specific investment-grade ratings. We are also
required to comply, and are 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-capitalworking capital purposes. During 2002, we assumed debtThe Line matures on April 30, 2004, but
contains a one-year extension option. We have executed a commitment with the
lead bank under the Line and expect to renew it for a fair valueterm of $46.7 million related
tothree years from
the acquisition of five properties, which includes debt premiums of $2.7
million based upon above-market interest rates of the debt instruments. Debt
premiums are being amortized over the terms of the related debt instruments.
On January 15, 2002, we completed a $250 million unsecured debt
offering with an interest rate of 6.75%. These notes were priced at 99.85%, are
due on January 15, 2012. We used the net proceeds of these offerings to reduce
the balance of the Line. During 2001, we completed $240 million of unsecured
debt offerings with an interest rate of 7.25% to 7.95% that are due in 2011.
During 2000, we completed $160 million of unsecured debt offerings with an
interest rate of 8.0% to 8.45%, which are due in 2010.original maturity date.
As of December 31, 2002,2003, 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
-------------------------- -------------- --------------- ---------------
2003 $ 5,084 22,864 27,948
2004 (includes the Line) 5,241 300,994 306,235Line balance) $ 5,344 419,340 424,684
2005 4,045 147,742 151,7873,954 172,915 176,869
2006 3,359 24,089 27,4483,476 20,783 24,259
2007 2,768 25,696 28,4642,891 25,690 28,581
2008 2,697 19,618 22,315
Beyond Fivefive years 19,176 766,287 785,46321,119 749,561 770,680
Unamortized debt premiums - 6,179 6,179
--------------5,389 5,389
------------ --------------- ---------------
Total $ 39,673 1,293,851 1,333,524
==============39,481 1,413,296 1,452,777
============ =============== ===============
Unconsolidated20
Our investments in real estate partnerships and joint ventures in which we have an
investment had unconsolidated notes
and mortgage loans payable of $167.1$322.2 million at December 31, 2002,2003, and ourthe
Company's proportionate share of these loans was $38.8$74.4 million. 27
RCLPWe do not
guarantee any debt of these partnerships beyond our ownership percentage.
We are exposed to capital market risk such as changes in interest
rates. In order to manage the volatility related to interest-rate risk, we
originate new debt with fixed interest rates, or we consider entering into
interest-rate hedging arrangements. At December 31, 2003, 84% of our total debt
had fixed interest rates, compared with 92% in 2002. We intend to limit the
percentage of variable interest- rate debt to be no more than 30% of total debt,
which we believe to be an acceptable risk. Based upon the variable interest-rate
debt outstanding at December 31, 2003, if variable interest rates were to
increase by 1%, our annual interest expense would increase by $2.4 million. We
do not utilize derivative financial instruments for trading or speculative
purposes. We account for derivative instruments under Statement of Financial
Accounting Standards No. 133, "Accounting for Derivative Instruments and Hedging
Activities" as amended ("Statement 133").
We have $200 million of 7.4% unsecured debt maturing April 1, 2004. We
currently expect to refinance at least $150 million with comparable securities
at the maturity date with terms up to 10 years, but at a lower fixed interest
rate, and repay any remaining amounts from the Line. In July and September 2003,
we entered into two forward-starting interest-rate swaps of $96.5 million and
$47.7 million, respectively. We designated the aggregate $144.2 million swaps as
a hedge to fix the rate on our financing, which we expect to complete on April
1, 2004. The fair value of the swaps was an asset of $174,747 as of December 31,
2003, and is recorded in other assets in our accompanying consolidated balance
sheet. The swaps qualify for hedge accounting under Statement 133; therefore, we
record changes in fair value through other comprehensive income. No hedge
ineffectiveness has been incurred or recognized to date on these swaps. Amounts
that we have reported in accumulated other comprehensive income related to these
swaps will be reclassified to interest expense as interest payments are made on
the related debt.
On August 18, 2003, we issued 3,600,000 shares of common stock at
$35.96 per share in a public offering. The proceeds of $129.5 million net of
offering costs were used to redeem $80 million, or 100%, of the Series A
Preferred Units and to reduce the outstanding balance of the Line. At the time
of the redemption, $1.2 million of previously deferred costs related to the
original preferred units' issuance were expensed in the consolidated statement
of operations as a component of minority interest preferred units.
On June 24, 2003, we purchased 4,606,880 shares of common stock for
$150 million from Security Capital pursuant to a Purchase and Sale Agreement
dated June 11, 2003. The purchase was funded from the Line.
On April 3, 2003, we received proceeds from a $75 million offering of
3,000,000 depositary shares representing Series 3 Cumulative Redeemable
Preferred Stock. The depositary shares are not convertible into common stock of
the Company and are redeemable at par upon Regency's election on or after April
3, 2008, pay a 7.45% annual dividend and have a liquidation value of $25 per
depositary share.
In March 2003, we redeemed $35 million of Series C 9% Preferred Units
and $40 million of Series E 8.75% Preferred Units in a negotiated transaction.
The redemptions were portions of each series, and we paid a 1% premium on the
face value of the redeemed units totaling $750,000. At the time of redemption,
the premium and $1.9 million of previously deferred costs related to the
original preferred units' issuance were expensed in the consolidated statement
of operations as a component of minority interest of preferred units. The
redemption was funded from proceeds from the Line.
We have issued Preferred Units in various amounts since 1998, the net
proceeds of which we used to reduce the balance of the Line. RCLPWe sold the issues
primarily to institutional investors in private placements. The Preferred Units,
which may be called by RCLPus after certain dates ranging from 20032004 to 2005, have no
stated maturity or mandatory redemption, and they pay a cumulative, quarterly
dividend at fixed rates ranging from 8.125%8.75% to 9.125%. At any time after 10 years
from the date of issuance, the Preferred Units may be exchanged by the holders
for 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
21
convertible into Regency common stock. At December 31, 20022003 and 2001,2002 the face
value of total Preferred Units issued was $229 million and $384 million,
respectively, with an average fixed distribution rate of 8.88% and 8.72%.
We intend,
respectively. Included in Preferred Units are original issuance costs of $5.5
million that will be expensed as the underlying Preferred Units are redeemed in
the future.
In summary, net cash used in financing activities related to continue growing our portfolio through acquisitionsthe debt
and developments, either directly or through our joint venture relationships.
Because acquisitionequity activity discussed above was $158.2 million, $255.0 million and development activities are discretionary in nature, they
are not expected to burden$94.9
million for the capital resources we have currently available for
liquidity requirements. Regency expects that cash provided by operating
activities, unused amounts available under the Line,years ended December 31, 2003, 2002 and cash reserves are
adequate to meet liquidity requirements.2001, respectively.
Critical Accounting Policies and Estimates
- ------------------------------------------
Knowledge about our accounting policies is necessary for a complete
understanding of our financial results, and discussions and analysis of these
results. The preparation of our financial statements requires that we make
certain estimates that impact the balance of assets and liabilities at a
financial statement date and the reported amount of income and expenses during a
financial reporting period. These accounting estimates are based upon our
judgments and are considered to be critical because of their significance to the
financial statements and the possibility that future events may differ from
those judgments, or that the use of different assumptions could result in
materially different estimates. We review these estimates on a periodic basis to
ensure reasonableness. However, the amounts we may ultimately realize could
differ from such estimates.
Capitalization of Costs - We have an investment services group with an
established infrastructure that supports the due diligence, land acquisition,
construction, leasing and accounting of our development properties. All direct
and indirect costs related to these activities are capitalized. Included in these costs are
interest and real estate taxes incurred during construction, as well as
estimates for the portion of internal costs that are incremental and deemed
directly or indirectly related to our development activity. If future accounting
standards limit the amount of internal costs that may be capitalized, or if our
development activity were to decline significantly without a proportionate
decrease in internal costs, we could incur a significant increase in our
operating expenses.
Valuation of Real Estate Investments - Our long-lived assets, primarily
real estate held for investment, are carried at cost unless circumstances
indicate that the carrying value of the assets may not be recoverable. We review
long-lived assets for impairment whenever events or changes in circumstances
indicate such an evaluation is warranted. The review involves a number of
assumptions and estimates used in determiningto determine whether impairment exists. Depending
on the asset, we use varying methods such as i) estimating future cash flows,
ii) determining resale values by market, or iii) applying a capitalization rate
to net operating income using prevailing rates in a given market. These methods
of determining fair value can fluctuate up or down
significantly as a result of a number of
factors, including changes in the general economy of those markets in which we
operate, tenant credit quality and demand for new retail stores. If we determine
that impairment exists due to theour inability to recover an asset's carrying
value, a provision for loss is recorded to the extent that the carrying value
exceeds estimated fair value.
Discontinued Operations - The application of current accounting
principles that govern the classification of any of our properties as held for
sale on the balance sheet, or the presentation of results of operations and
gains on the sale of these properties as discontinued, requires management to
make certain significant judgments. In evaluating whether a property meets the
criteria set forth by Financial Accounting Standards Board ("FASB") Statement
No. 144 "Accounting for the Impairment and Disposal of Long-Lived Assets"
("Statement 144"), the Company makes a determination as to the point in time
that it can be reasonably certain that a sale will be consummated. Given the
nature of all real estate sales contracts, it is not unusual for such contracts
to allow potential buyers a period of time to evaluate the property prior to
formal acceptance of the contract. In addition, certain other matters critical
to the final sale, such as financing arrangements, often remain pending even
upon contract acceptance. As a result, properties under contract may not close
within the expected time period, if at all. Due to these uncertainties, it is
not likely that the Company can meet the criteria of Statement 144 prior to the
sale formally closing. Therefore, any properties categorized as held for sale
represent only those properties that management has determined are probable to
close within the requirements set forth in Statement 144. The Company also makes
judgments regarding the extent of involvement it will have with a property
subsequent to its sale, in order to determine if the results of operations and
gain/loss on sale should be reflected as discontinued. Consistent with Statement
144, any property sold to an entity in which the Company has significant
continuing involvement (most often joint ventures) are not considered to be
discontinued. In addition, any property which the Company sells to an unrelated
third party, but retains a property or asset management function, is also not
considered discontinued. Thus, only properties sold, or to be sold, to unrelated
third parties for which the Company, in its judgment, has no continuing
involvement are classified as discontinued.
22
Income Tax Status - The prevailing assumption underlying the operation
of our business is that we will continue to operate so as to qualify as a REIT,
defined under the Internal Revenue Code. CertainWe are required to meet certain income
and asset tests are
required to be met on a periodic basis to ensure that we continue to qualify as a
REIT. As a REIT, we are allowed to reduce taxable income by all or a portion of
our distributions to stockholders. AsWe evaluate the transactions that we evaluate each transaction enteredenter
into weand determine thetheir impact that these transactions will have on our REIT status. Determining our taxable
income, calculating distributions, and evaluating
28
transactions requires us to
make certain judgments and estimates as to the positions we take in our
interpretation of the Internal Revenue Code. Because many types of transactions
are susceptible to varying interpretations under federal and state income tax
laws and regulations, our positions are subject to change at a later date upon
final determination by the taxing authorities.
New Accounting Pronouncements
- -----------------------------
In December 2003, the FASB issued Interpretation No. 46 ("FIN 46")
(revised December 2003 ("FIN 46R")), "Consolidation of Variable Interest
Entities", which addresses how a business enterprise should evaluate whether it
has controlling financial interest in an entity through means other than voting
rights and accordingly should consolidate the entity. FIN 46R replaces FIN 46,
which was issued in January 2003. FIN 46R is applicable immediately to a
variable interest entity created after January 31, 2003 and as of the first
interim period ending after March 15, 2004 to those variable interest entities
created before February 1, 2003 and not already consolidated under FIN 46 in
previously issued financial statements. We did not create any variable interest
entities after January 31, 2003. We have analyzed the applicability of this
interpretation to our structures created before February 1, 2003 and we do not
believe its adoption will have a material effect on our results of operations.
In May 2003, the FASB issued Statement of Accounting Standards No. 150,
"Accounting for Certain Financial Instruments with Characteristics of both
Liabilities and Equity" ("Statement 150"). Statement 150 affects the accounting
for certain financial instruments, including requiring companies having
consolidated entities with specified termination dates to treat minority
owners' interests in such entities as liabilities in an amount based on the
fair value of the entities. Although Statement 150 was originally effective
July 1, 2003, the FASB has indefinitely deferred certain provisions related to
classification and measurement requirements for mandatorily redeemable
financial instruments that become subject to Statement 150 solely as a result
of consolidation including minority interests of entities with specified
termination dates. As a result, Statement 150 has no impact on the Company's
consolidated statements of operations for the year ended December 31, 2003.
At December 31, 2003, we held a majority interest in five consolidated
entities with specified termination dates ranging from 2012 to 2049. The
minority owners' interests in these entities are to be settled upon termination
by distribution of either cash or specific assets of the underlying entities.
The estimated fair value of minority interests in these entities was $8.5
million as compared to the carrying value of $4.7 million. We have no other
financial instruments that currently are affected by Statement 150.
Results from Operations
- -----------------------
Comparison of 2003 to 2002
to 2001- --------------------------
At December 31, 2002,2003, we were operating or developing 262265 shopping
centers. We identify our 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 thatand are not yet fully leased
(fully leased generally means greater than 90%93% leased) andor occupied. Stabilized
properties are those properties that are generally greater than 90%93% leased and,
if they were developed, are more than three years beyond their original
development start date. At December 31, 2002,2003, we had 228229 stabilized shopping
centers that were 94.8%95.4% leased.
RevenuesOur revenues increased $22.2by $24.0 million, or 6%7%, to $380.2$377.6 million in
2002.2003. This increase was due primarilyrelated to our realizationchanges in occupancy from 91.5% to 92.2% for
the combined portfolio of a full year ofstabilized and development properties, growth in
re-leasing rental rates, and revenues from new 2001 developments andcommencing
operations in 2003, net of a reduction in revenues from growth in rental rates of the operating
properties.properties sold. In
2002,2003, our rental rates grew by 10.8%9.5% from renewal leases and new leases replacing
previously occupied spaces in the stabilized properties. MinimumIn addition to
collecting minimum rent from our tenants for the GLA that they lease from us, we
also collect contingent rent based upon tenant sales, which we refer to as
percentage rent. Tenants are also responsible for reimbursing us for their
pro-rata share of the expenses associated with operating our shopping centers.
In 2003, our minimum rent increased $24by $12.7 million, or 10%5%, and our recoveries
23
from tenants increased $7.6$4.6 million, or 11%6%. Service operations revenue includes management fees, commission income,Percentage rent was $4.5 million in
2003 compared with $5.2 million in 2002, the reduction primarily related to
renewing anchor tenant leases with minimum rent increases which had a
corresponding reduction to percentage rent.
Our operating expenses increased by $20.9 million, or 12%, to $196.9
million in 2003. Our combined operating, maintenance, and gainsreal estate taxes
increased by $5.7 million, or losses from7%, during 2003 to $93.0 million. This increase
was primarily due to new developments that incurred operating expenses for only
a portion of the saleprevious year and general increases in operating expenses on
the stabilized properties. Our general and administrative expenses were $24.2
million during 2003, compared with $22.8 million in 2002, or 6% higher, a result
of landgeneral salary and benefit increases. Our depreciation and amortization
expense increased $6.9 million during the current year related to new
development properties without
significant operations. Service operations revenue does not include gains or
lossesplaced in service during 2003.
Our net interest expense decreased to $84.0 million in 2003 from $84.2
million in 2002. Average interest rates on our outstanding debt declined to
6.64% at December 31, 2003 compared with 6.93% at December 31, 2002, primarily
due to reductions in the sale of non-development operating properties.LIBOR rate. Our average fixed interest rates were 7.54%
at December 31, 2003, compared with 7.51% at December 31, 2002. Our weighted
average outstanding debt during 2003 was $1.436 billion compared with $1.392
billion in 2002.
We account for profit recognition on sales of real estate in accordance
with Financial
Accounting Standards Board ("FASB")FASB Statement No. 66, "Accounting for Sales of Real Estate." Profits from
sales of real estate will not be recognized by us unless a sale has been
consummated; the buyer's initial and continuing investment is adequate to
demonstrate a commitment to pay for the property; we have transferred to the
buyer the usual risks and rewards of ownership; and we do not have substantial
continuing involvement with the property. Service operations revenue decreased $11.2 million to $20.3Gains from the sale of operating and
development properties were $48.7 million in 2002, or 36%. The decrease was due primarily2003 related to the adoptionsale of SFAS No. 144,
"Accounting16
properties for the Impairment or Disposal$299.9 million. During 2002, we recorded gains of Long-Lived Assets" ("Statement
144"), which requires $15.6$20.9 million of gains
related to 2002 salesthe sale of 12 properties for $164.8 million. These gains are
included in continuing operations rather than discontinued operations because
they were either development properties that had no operating income, or they
were sold to be
presented under discontinued operations.
Operating expenses increased $15.9 million, or 9%, to $184.3 million in
2002. Combined operating, maintenance, and real estate taxes increased $8.7
million, or 11%, during 2002 to $89.7 million. The increase was primarily due to
new developments that incurred expenses for onlyjoint ventures where we have a portion of the previous year,
and general increases in operating expenses on the stabilized properties.
General and administrative expenses were $22.6 million during 2002 compared with
$20.6 million in 2001, or 10% higher, as a result of the Partnership opening
several branch offices in new markets, and general salary and benefit increases.
Depreciation and amortization increased $8 million during 2002 related to higher
acquisition and development activity and the depreciation of operating
properties classified as held for sale in 2001 that no longer met the criteria
under Statement 144.continuing minority investment.
We review our real estate portfolio for impairment whenever events or
changes in circumstances indicate that we may not be able to recover the
carrying amount of an asset. We determine whether impairment has occurred by
comparing the property's carrying value to an estimate of fair value based upon
the methods described above in our Critical Accounting Policies. In the event the properties area property
is impaired, we write down assetsthe asset to fair value for "held-and-
used""held-and-used" assets
and to fair value less costs to sell for "held-for-sale" assets. During the
years ended December 31, 2003 and 2002, we recorded a provisionprovisions for losslosses of
$4.4 million.
Net interest expense increased to $81.3 million in 2002 from $63.7
million in 2001, or 28%. The increase was primarily due to average outstanding
debt balances during 2002 exceeding 2001 by $131approximately $2.0 million and lower interest
capitalization on new developments. Average interest rates on outstanding debt
declined$4.4 million, respectively, of which $719,345 and
$3.3 million, respectively, were reclassed to 6.93% at December 31, 2002operating income from 7.27% at December 31, 2001.
29
Incomediscontinued
operations after the related properties were sold.
Our income from discontinued operations was $29.4$20.0 million in 2003
related to 14 centers sold to third parties for $103.7 million, which produced
gains on sale of $16.4 million. In compliance with the adoption of SFAS No. 144,
"Accounting for the Impairment or Disposal of Long-Lived Assets" ("Statement
144") in January 2002, if we sell an asset in the current year, we are required
to reclassify its operating income into discontinued operations for all prior
periods. This practice results in a reclassification of amounts previously
reported as continuing operations into discontinued operations. Reclassified
operating income from discontinued operations was $15.2 million in 2002,
compared with $12.4$10.2 million previously reported for 2002, a result of
reclassifying the historical operations of the properties sold in 2001, primarily due2003. During
2002, we sold 41 properties for $339.1 million to $19.2 millionthird parties, which resulted
in gains we
recognized on the salea gain of operating properties and stabilized properties in our
development portfolio.$16.5 million.
Net income for common unitholdersunit holders was $129.7 million in 2003, compared
with $113.3 million in 2002, or a 14% increase for the reasons previously
discussed. Diluted earnings per unit were $2.12 in 2003, compared with $1.84 in
2002, or 15% higher, related to the increase in net income offset by an increase
in weighted average common units of 803,719 units.
Comparison of 2002 to 2001
At December 31, 2002, we were operating or developing 262 shopping
centers, and we had 228 stabilized shopping centers that were 94.8% leased. Our
revenues increased $34.9 million, or 11%, to $353.7 million in 2002. This
increase was due primarily to growth in re-leasing rental rates and revenue from
new developments commencing operations in 2002, net of a reduction in revenues
from properties sold. In 2002, our rental rates grew by 10.8%. Our minimum rent
increased by $23.5 million, or 10%, and our recoveries from tenants increased by
24
$8.3 million, or 12%. Our percentage rent was $5.2 million in 2002 compared with
$103.2$5.6 million in 2001 or a 10% increase. Diluted earnings per unit were
$1.84 in 2002 compared with $1.69 in 2001, or 9% higher as a result of the increase in net income.
Results from Operations
- -----------------------
Comparison of 2001 to 2000
Revenues increased $21.6 million, or 6%, to $358 million in 2001. The
increase was due primarily to our realization of a full year of revenues from
new 2000 developments and from growth in rental rates at the operating
properties. In 2001, rental rates grew by 10.5% from renewal leases and new
leases replacing previously occupied spaces in the stabilized properties.
Minimum rent increased $11.3 million, or 5%, and recoveries from tenants
increased $5.2 million, or 8%. At December 31, 2001, we were operating or
developing 272 shopping centers of which we had 231 stabilized shopping centers
that were 94.9% leased. At December 31, 2000, these same stabilized properties
were 95.4% leased.
Service operations revenue increased by $4.3 million to $31.5 million
in 2001, or 16%. The increase was primarily due to a $12.4 million increase in
gains from the sale of land and out-parcels, a $1.7 million increase in
management feesreduction primarily related to the Columbiarenewing anchor tenant
leases with minimum rent increases which had a corresponding reduction to
percentage rent, and MCWR joint ventures,
offset by a $9.8 million reduction in development profits. The reduction in
development profits was a result of selling fewer developments during 2001
compared with 2000.
Operatingcertain cases reduced tenant sales.
Our operating expenses increased $15.2by $11.8 million, or 10%7%, to $168.4$176.1
million in 2001. Combined2002. Our combined operating, maintenance, and real estate taxes
increased $5.2by $8.4 million, or 7%11%, during 20012002 to $81$87.3 million. The increase
was primarily due to new developments that incurred expenses for only a portion
of the previous year and general increases in operating expenses on theour
stabilized properties. GeneralOur general and administrative expenses were $20.6$22.8
million during 20012002, compared with $19.9$19.8 million in 2000,2001, or 3%15% higher, as a
result of opening several branch offices in new markets and general salary and
benefit increases. DepreciationOur depreciation and amortization expense increased $6.9by $7.4
million during 2002 related to new development properties placed in service
during 2002 and initial depreciation of operating properties previously
classified as "held for sale" that no longer meet the criteria under Statement
144.
Gains from the sale of our operating and development properties were
$20.9 million in 2002 related to the sale of 12 properties for $164.8 million.
During 2001, we recorded gains of $28.8 million related to the sale of 13
properties for $123.0 million. These gains are included in continuing operations
rather than discontinued operations because they were either development
properties that had no operating income, or they were sold to joint ventures
where we have a continuing minority investment.
Our net interest expense increased to $84.2 million in 2002 from $67.6
million in 2001, or 12%,25%. This increase was primarily due to developments that only operated for part of the year
during 2000.
During 2001 and 2000, we recorded a provision for loss on operating
properties held for sale of $1.6 million and $13 million, respectively. The
provision in 2000 was directly related to an agreed-upon sale price associated
with a contract for sale of seven shopping centers.
Interest expense decreased to $63.7 million in 2001 from $63.9 million
in 2000. We had $1.4 billion and $1.3 billion ofhigher average
outstanding debt at December
31, 2001balances and 2000, respectively.lower interest capitalization on new developments.
Average interest rates on our outstanding debt declined to 6.93% at December 31,
2002, from 7.27% at December 31, 20012001.
Our income from 7.94% at December 31, 2000.
Preferred unit distributions increased $3.9discontinued operations was $31.7 million to $33.5in 2002
compared with $23.3 million during 2001 as a result our issuance of preferred units in 2000.2001. Income from discontinued operations
was $12.4includes gains from the sale of properties of $16.5 million in 2002 as
previously discussed. Statement 144 was implemented during 2002, and therefore,
no gains or losses from the sales of assets in 2001 compared
with $11.5 millionwere reported under
discontinued operations in 2000.2001.
Net income for common unitholdersunit holders was $113.3 million in 2002, compared
with $103.2 million in 2001, compared
with $90.1 million in 2000, or a 15% increase.10% increase for the reasons previously
discussed. Diluted earnings per unit waswere $1.84 in 2002, compared with $1.69 in
2001, compared with $1.49 in 2000, or 13%9% higher, as a result of the increase in net income.
Stock Purchase Loans
- --------------------
In previous years, as partincome offset by an
increase in weighted average common units of our long-term incentive compensation
plan, the Company structured stock purchase plans whereby executives could
acquire common stock at fair market value by investing their own capital in
combination with loans provided by Regency. These interest-bearing,
full-recourse loans were secured by stock, which was held as collateral by
Regency. As part of the executive's compensation program, the Company granted
partial forgiveness of the unpaid principal balance based upon specified
30
performance criteria and the passage of time. The Company ceased making these
types of loans after 1998 and has not originated any new personal loans to our
employees since that date. As of September 30, 2002, all participants agreed to
repay the entire balance of their loans outstanding with a portion of the common
shares held as collateral, valued at fair market value on that day. The Company,
in return, granted the participants restricted stock and stock options that are
intended to provide them with the same level of compensation benefits that they
would have received under existing agreements for specified forgiveness amounts.
New Accounting Standards and Accounting Changes
- -----------------------------------------------
In January 2003, the FASB issued Interpretation No. 46 "Consolidation
of Variable Interest Entities" ("Interpretation 46"), which is intended to
clarify the application of Accounting Research Bulletin No. 51, "Consolidated
Financial Statements", to certain entities in which equity investors do not have
the characteristics of a controlling financial interest or do not have
sufficient equity at risk for the entity to finance its activities without
additional subordinated financial support from other parties, or variable
interest entities, as defined in the Interpretation. Interpretation 46 will
require that certain variable interest entities be consolidated into the
majority variable interest holder's financial statements and is applicable
immediately to all variable interest entities created after January 31, 2003,
and as of the first interim period beginning after June 15, 2003 to those
variable interest entities created before February 1, 2003. We have not yet
completed its evaluation of the applicability of this Interpretation to its
current structures, but does not believe its adoption will have a material
effect on the financial statements.
In November 2002, FASB issued Interpretation No. 45 "Guarantor's
Accounting and Disclosure Requirements for Guarantees, Including Indirect
Guarantees of Indebtedness of Others," ("Interpretation 45") which addresses the
disclosure to be made by a guarantor in its interim and annual financial
statements about its obligations under guarantees. The Interpretation also
requires the recognition of a liability by a guarantor at the inception of
certain guarantees. We have adopted the disclosure requirements of
Interpretation 45 and will apply the recognition and measurement provisions for
all guarantees entered into or modified after December 31, 2002.
In December 2002, the FASB issued SFAS No. 148, "Accounting for
Stock-Based Compensation - Transition and Disclosure ("Statement 148").
Statement 148 provides alternative methods of transition for a voluntary change
to the fair-value-based method of accounting for stock-based employee
compensation. In addition, Statement 148 amends the disclosure requirements of
SFAS Statement No.123, "Accounting for Stock-Based Compensation" ("Statement
123"), to require more prominent and frequent disclosures in financial
statements about the effects of stock-based compensation. The transition
guidance and annual disclosure provisions of Statement 148 are effective for
fiscal years ending after December 15, 2002 and the interim disclosure
provisions are effective for periods beginning after December 15, 2002. As
permitted under Statement 123 and Statement 148, we will continue to follow the
accounting guidelines pursuant to Accounting Principles Board Opinion No. 25,
"Accounting for Stock Issued to Employees" for stock-based compensation and to
furnish the pro forma disclosures as required under Statement 148.
In April 2002, the FASB issued SFAS Statement No. 145, " Rescission of
FASB Statements No. 4, 44, and 62, Amendment of FASB Statement No. 13, and
Technical Corrections" ("Statement 145"). Statement 145 rescinds FASB Statement
No. 4, "Reporting Gains and Losses from Extinguishment of Debt" ("Statement 4"),
which required all gains and losses from extinguishments of debt to be
aggregated and, if material, classified as an extraordinary item, net of related
income tax effect. Upon adoption of Statement 145, classification of these gains
and losses will be evaluated under the criteria set forth in APB Opinion No. 30,
"Reporting the Results of Operations - Reporting the Effects of Disposal of a
Segment of a Business, and Extraordinary, Unusual and Infrequently Occurring
Events and Transactions." We elected to adopt the provisions related to the
rescission of Statement 4 during the second quarter, and reported a gain on
early extinguishment of debt totaling $2.4 million, which is included in other
income on the accompanying statements of operations.
In July 2002, the FASB issued SFAS Statement No. 146, "Accounting for
Costs Associated with Exit or Disposal Activities" ("Statement 146"). Statement
146 addresses financial accounting and reporting for costs associated with exit
or disposal activities and nullifies EITF Issue No. 94-3, "Liability Recognition
for Certain Employee Termination Benefits and Other Costs to Exit an Activity
(including Certain Costs Incurred in a Restructuring). Statement 146 is
31
effective for exit and disposal activities initiated after December 31, 2002. We
have not initiated any such exit and disposal activities since the effective
date and does not believe it will have a material effect on the financial
statements.1,159,955 units.
Environmental Matters
- ---------------------
Regency, like others in the commercial real estate industry, isWe are subject to numerous environmental laws and regulations. The operation ofregulations and we
are primarily concerned with dry cleaning plants that currently operate or have
operated at our shopping centers isin the principal environmental concern.past. We believe that the tenants who
currently operate these plants do so in accordance with current laws and regulations and have established procedures to monitor their
operations. Additionally,regulations.
Generally, we use all legal means to cause tenants to remove dry cleaning plants
from our shopping centers.centers or convert them to environmentally approved systems.
Where available, we have applied and been accepted into state-sponsored
environmental programs. We have a blanket environmental insurance policy that
covers Regencyus against third-party liabilities and remediation costs on shopping
centers that currently have no known environmental contamination. We have also
placed environmental insurance, where possible, on specific properties with
known contamination, in order to mitigate Regency'sour environmental risk. We believe
that the ultimate disposition of currently known environmental matters will not
have a material effect on Regency's financial position, liquidity, or
operations.operations; however, we can give no assurance that existing environmental
studies with respect to our shopping centers have revealed all potential
environmental liabilities; that any previous owner, occupant or tenant did not
create any material environmental condition not known to us; that the current
environmental condition of the shopping centers will not be affected by tenants
and occupants, by the condition of nearby properties, or by unrelated third
parties; or that changes in applicable environmental laws and regulations or
their interpretation will not result in additional environmental liability to
us.
25
Inflation
- ---------
Inflation has remained relatively low and has had a minimal impact on
the operating performance of our shopping centers; however, substantially all of
our long-term leases contain provisions designed to mitigate the adverse impact
of inflation. Such provisions include clauses enabling us 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 our
leases are for terms of less than 10 years, which permits us to seek increased
rents upon re-rental at market rates. Most of our leases require tenants to pay
their share of operating expenses, including common area maintenance, real
estate taxes, and insurance and utilities, thereby reducing our exposure to
increases in costs and operating expenses resulting from inflation.
26
Item 7a. Quantitative and Qualitative Disclosures about Market Risk
Market Risk
- -----------
Regency isWe are exposed to interest-rate changes primarily related to the
variable interest rate changes primarily as a result ofon the line of credit and the refinancing of long-term
debt used to maintain liquidity, fund capital
expenditures and expand Regency's real estate investment portfolio. Regency'swhich currently contain fixed interest raterates. Our interest-rate risk
management objective is to limit the impact of interest rateinterest-rate changes on earnings
and cash flows and to lower itsour overall borrowing costs. To achieve itsthese
objectives, Regency borrowswe borrow primarily at fixed interest rates and may enter into
derivative financial instruments such as interest rateinterest-rate swaps, caps and treasury
locks in order to mitigate its interest rateour interest-rate risk on a related financial
instrument. Regency hasWe have no plans to enter into derivative or interest
rateinterest-rate
transactions for speculative purposes.
Regency's interest rateOur interest-rate risk is monitored using a variety of techniques. The
table below presents the principal cash flows (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 rateinterest-rate changes.
Fair
2003 2004 2005 2006 2007 2008 Thereafter Total Value
---- ---- ---- ---- ---- ---------- ----- -----
Fixed rate debt $ 18,223 210,962 151,787 27,448 28,464 785,463 1,222,347 1,254,501213,055 151,869 24,259 28,581 22,315 770,680 1,210,759 1,280,502
Average interest rate for all
debt 7.60% 7.60% 7.60% 7.59% 7.62% 7.61% 7.62% 7.60% 7.63%7.61% - -
Variable rate LIBOR debt $ 9,725 95,273211,629 25,000 - - - - 104,998 104,998236,629 236,629
Average interest rate for all
debt 2.66% 2.66%2.49% 2.49% - - - - - -
32
As the table incorporates only those exposures that exist as of
December 31, 2002,2003, 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 thereinabove has limited
predictive value. As a result, Regency'sour ultimate realized gain or loss with respect
to interest rateinterest-rate fluctuations will depend on the exposures that arise during the
period, itsour hedging strategies at that time, and actual 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)15(a).
Item 9. Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure
None.
Item 9a. Controls and Procedures
Under the supervision and with the participation of the Company's
management, including the Company's Chief Executive Officer, Chief Operating
Officer and Chief Financial Officer, the Company has evaluated the effectiveness
of the design and operation of its disclosure controls and procedures as of the
end of the period covered by this report, and, based on their evaluation, the
Chief Executive Officer, Chief Operating Officer and Chief Financial Officer
have concluded that these disclosure controls and procedures are effective.
There were no significant changes in our internal controls or in other factors
that could significantly affect these controls subsequent to the date of their
evaluation.
27
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 20032004 Annual Meeting of
Shareholders. Information concerning the executive officers of Regency is
provided below.
MARTIN E. STEIN, JR. Mr. Stein, age 50,51, 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 Florida Rock Industries,
Inc., a publicly held producer of construction aggregates, Patriot Transportation
Holdings,Holding, Inc., a publicly held transportation and real estate company, and Stein
Mart, Inc., a publicly held upscale discount retailer.
MARY LOU FIALA. Mrs. Fiala, age 51,52, 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. Mrs. 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, Mrs. Fiala held various merchandising and store
operations positions with Macy's/Federated Department Stores. Mrs. Fiala is a
member of the board of trustees of the International Council of Shopping Centers
and the University of North Florida Foundation.
BRUCE M. JOHNSON. Mr. Johnson, age 55,56, 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.from 1979 to 1993. He is a director of Brooks
Rehabilitation Hospital, a private not for profit rehabilitation hospital, and
it'sits private parent company Brooks Health Systems.
Audit Committee, Independence, Financial Experts. 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 2004 Annual Meeting of
Shareholders.
Compliance with Section 16(a) of the Exchange Act. Information
concerning filings under Section 16(a) of the Exchange Act by the directors or
executive officers 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 20032004 Annual Meeting of Shareholders.
Code of Ethics. We have adopted a code of ethics applicable to our
principal executive officers, principal financial officer, principal accounting
officer and persons performing similar functions. The text of this code of
ethics may be found on our web site at "www.regencycenters.com." We intend to
post notice of any waiver from, or amendment to, any provision of our code of
ethics on our web site.
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 20032004 Annual Meeting of Shareholders.
3328
Item 12. See Item 5 above for information on Equity Compensation Plans, Security Ownership of Certain Beneficial Owners and Management and
Related Stockholder Matters IncorporatedEquity Compensation Plan Information
(a) (b) (c)
---------------------- -------------------------- ---------------------------
Number of Number of securities
securities to be remaining available for
Issued upon future issuance under
exercise of Weighted-average equity compensation
outstanding exercise price of plans (excluding
options, warrants outstanding options, securities reflected in
Plan Category and rights warrants and rights(1) column (a))
- ------------------------------------- ---------------------- -------------------------- ---------------------------
Equity compensation plans
approved by security holders.... 2,496,290 $32.13 4,610,564(2)
Equity compensation plans not
approved by security holders N/A N/A 10,395
---------------------- -------------------------- ---------------------------
Total 2,496,290 $32.13 4,620,959
====================== ========================== ===========================
(1) The weighted average exercise price excludes stock rights awards, which
we sometimes refer to as unvested restricted stock.
(2) Our Long Term Omnibus Plan, as amended and approved by shareholders at
our 2003 annual meeting, provides for the issuance of up to 5.0 million
shares of common stock or stock options for stock compensation;
however, outstanding unvested grants plus vested but unexercised
options cannot exceed 12% of our outstanding common stock and common
stock equivalents (excluding options and other stock equivalents
outstanding under the plan). The plan permits the grant of any type of
share-based award but limits restricted stock awards, stock rights
awards, performance shares, dividend equivalents settled in stock and
other forms of stock grants to 2,750,000 shares, of which 2,360,564
shares were available at December 31, 2003 for future issuance.
Our Stock Grant Plan for non-key employees is the only equity
compensation plan that our shareholders have not approved. This Plan provides
for the award of a stock bonus of a specified value to each non-key employee on
the 1st anniversary date and every 5th anniversary date of their employment. For
example, each non-manager employee receives $500 in shares at the specified
anniversary dates based on the average fair market value of Regency's common
stock for the most recent quarter prior to the anniversary date. A total of
30,000 shares of common stock have been reserved for issuance under this Plan,
of which 10,395 shares were available for issuance at December 31, 2003.
Information about security ownership 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 20032004 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 20032004 Annual Meeting of Shareholders.
Item 14. ControlsPrincipal Accounting Fees and Procedures
Under the supervision andServices
Incorporated herein by reference to Regency's definitive proxy
statement to be filed with the participationSecurities and Exchange Commission within 120
days after the end of the Company's
management, including the Company's Chief Executive Officer, Chief Operating
Officer and Chief Financial Officer, the Company has evaluated the effectivenessfiscal year covered by this Form 10-K with respect to
its 2004 Annual Meeting of the design and operation of its disclosure controls and procedures within 90
days of the filing date of this quarterly report, and, based on their
evaluation, the Chief Executive Officer, Chief Operating Officer and Chief
Financial Officer have concluded that these disclosure controls and procedures
are effective. There were no significant changes in our internal controls or in
other factors that could significantly affect these controls subsequent to the
date of their evaluation.Shareholders.
29
PART IV
Item 15. Exhibits, Financial Statement Schedules, and Reports on Form 8-K
(a) Financial Statements and Financial Statement Schedules:
Regency's 20022003 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:
NoneNone.
(c) Exhibits:
3. Articles of Incorporation and Bylaws
(i) Restated ArticlesCertificate of IncorporationLimited Partnership of Regency
Centers, CorporationL.P.
(ii) Fourth Amended and Restated Agreement of Limited
Partnership of Regency Centers, L.P., as amended to date
(incorporated by reference to Exhibit 3(i) to the Company's10(l) of Regency
Centers Corporation's Form 10-K filed March 22, 2002).
(ii) Restated Bylaws of Regency Centers Corporation,
(incorporated by reference to Exhibit 3 of the
Company's Form 10-Q filed November 7, 2000)11, 2004).
4. (a) See exhibits 3(i) andexhibit 3(ii) for provisions of the Articles
of Incorporation and BylawsPartnership
Agreement of Regency Centers, CorporationL.P. defining rights of
security holders.
(b) Indenture dated July 20, 1998 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-4 of Regency Centers, L.P.,
No. 333-63723).
34
(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).
(d) Indenture dated December 5, 2001 between Regency Centers,
L.P., the guarantors named therein and First Union National
Bank, as trustee (incorporated by referenced to Exhibit 4.4
of Form 8-K of Regency Centers, L.P. filed December 10,
2001, File No. 0-24763).
10. Material Contracts
~*(a) Regency Centers Corporation 1993 Long Term Omnibus Plan, as
amended.
(i) Amendment No. 1 to Regency Centers Corporation 1993 Long Term
Omnibus Plan (incorporated by reference to Exhibit 10(a) to
the Company's Form 10-Q filed August 11, 1999)
~(b) Form of Stock Rights Award Agreement
~(c) Form on Nonqualified Stock Option Agreement
~(d) Stock Rights Award Agreement dated as of December 17, 2002 between
the Company and Martin E. Stein, Jr.
~(e) Stock Rights Award Agreement dated as of December 17, 2002 between
the Company Mary Lou Fiala
- ------------------------
~ 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.
@ Filed as an exhibit to the Company's Form 10-K filed March 25, 1997 and
incorporated herein by reference.
~(f) Stock Rights Award Agreement dated as of December 17, 2002 between
the Company and Bruce M. Johnson
~*(g) Form of Option Award Agreement for Key Employees
~*(h) Form of Option Award Agreement for Non-Employee Directors
~*(i) Annual Incentive for Management Plan
~*(j) Form of Director/Officer Indemnification Agreement
~*(k) 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.
(l) 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.
35
++ (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)
(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)
(D) Letter Agreement dated June 14, 2000
to Stockholders Agreement dated
September 23, 1998 (incorporated by
reference to Exhibit 10.2 to
Schedule 13D/A filed by Security
Capital U.S. Realty on September 27,
2000)
++ (iii) Registration Rights Agreement dated July 10,
1996.
(n) 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).
(o) Fourth Amended and Restated Agreement of Limited
Partnership of Regency Centers, L.P., as amended
(incorporated by reference to Exhibit 3(i) to Regency
Centers, L.P.'s Form 10-K filed March 26, 2002).
- --------------------------
~ 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.
@ Filed as an exhibit to the Company's Form 10-K filed March 25, 1997 and
incorporated herein by reference.
36
(p) Second Amended and Restated Credit Agreement dated as of July 21, 2000April 30, 2001 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"),thereto, 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)August 14,
2001).
~(q) Amended and Restated Severance and Change of Control(i) Second Amendment to Credit Agreement dated as of March
2002 by and between the
Company and Martin E. Stein, Jr.31, 2003, (incorporated by reference to Exhibit 10(r) of10.1
to the Company's Form 10-K/A10-Q filed April 15, 2002)
~(r) Amended and Restated Severance and Change of Control
Agreement dated as of March, 2002 by and between the
Company and Mary Lou Fiala (incorporated by reference
to Exhibit 10(s) of the Company's Form 10-K/A filed
April 15, 2002)
~(s) Amended and Restated Severance and Change of Control
Agreement dated as of March, 2002 by and between the
Company and Bruce M. Johnson (incorporated by
reference to Exhibit 10(t) of the Company's Form
10-K/A filed April 15, 2002)August 12, 2003).
30
21. Subsidiaries of the RegistrantRegistrant.
23. Consent of KPMG LLP
99.1 Written StatementLLP.
31.1 Rule 15d-14 Certification of Chief Executive Officer
99.2 Written StatementOfficer.
31.2 Rule 15d-14 Certification of Chief Financial Officer
99.3 Written StatementOfficer.
31.3 Rule 15d-14 Certification of Chief Operating Officer
37Officer.
32.1 Section 1350 Certification of Chief Executive Officer.
32.2 Section 1350 Certification of Chief Financial Officer.
32.3 Section 1350 Certification of Chief Operating Officer.
31
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 CENTERS, L.P.
By: Regency Centers Corporation,
General Partner
Date: March 13, 20039, 2004 By: /s/ Martin E. Stein, Jr.
---------------------------------------------------------------------
Martin E Stein, Jr., Chairman of
the Board and Chief Executive
Officer
Date: March 13, 20039, 2004 By: /s/ Bruce M. Johnson
----------------------------------
Bruce M. Johnson, Managing
Director and Principal Financial
Officer
Date: March 13, 20039, 2004 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 13, 20039, 2004 /s/ Martin E. Stein, Jr.
----------------------------------------
Martin E. Stein, Jr., Chairman of the
Board and Chief Executive Officer
Date: March 13, 20039, 2004 /s/ Mary Lou Fiala
----------------------------------------
Mary Lou Fiala, President, Chief
Operating Officer and Director
Date: March 13, 20039, 2004 /s/ Raymond L. Bank
----------------------------------------
Raymond L. Bank, Director
Date: March 13, 20039, 2004 /s/ C. Ronald Blankenship
----------------------------------------
C. Ronald Blankenship, Director
Date: March 13, 20039, 2004 /s/ A. R. Carpenter
----------------------------------------
A. R. Carpenter, Director
Date: March 13, 20039, 2004 /s/ J. Dix Druce, Jr.
----------------------------------------
J. Dix Druce, Jr., Director
Date: March 13, 20039, 2004 /s/ Douglas S. Luke
----------------------------------------
Douglas S. Luke, Director
Date: March 13, 2003 /s/ Joseph E. Parsons
----------------------------------------
Joseph E. Parsons, Director
Date: March 13, 20039, 2004 /s/ John C. Schweitzer
----------------------------------------
John C. Schweitzer, Director
Date: March 13, 20039, 2004 /s/ Thomas G. Wattles
----------------------------------------
Thomas G. Wattles, Director
Date: March 13, 20039, 2004 /s/ Terry N. Worrell
----------------------------------------
Terry N. Worrell, Director
3832
CERTIFICATION
I, Martin E. Stein, Jr., Chairman and Chief Executive Officer of
Regency Centers, L.P.
(the "registrant"), certify that:
1. I have reviewed this annual report on Form 10-K of Regency Centers
L.P.;
2. Based on my knowledge, this annual report does not contain any untrue
statement of a material fact or omitIndex to state a material fact necessary
to make the statements made, in light of the circumstances under which
such statements were made, not misleading with respect to the period
covered by this annual report;
3. Based on my knowledge, the financial statements, and other financial
information included in this annual report, fairly present in all
material respects the financial condition, results of operations and
cash flows of the registrant as of, and for, the periods presented in
this annual report;
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and
have:
a) designed such disclosure controls and procedures to ensure
that material information relating to the registrant,
including its consolidated subsidiaries, is made known to us
by others within those entities, particularly during the
period in which this annual report is being prepared;
b) evaluated the effectiveness of the registrant's disclosure
controls and procedures as of a date within 90 days prior to
the filing date of this annual report (the "Evaluation Date");
and
c) presented in this annual report our conclusions about the
effectiveness of the disclosure controls and procedures based
on our evaluation as of the Evaluation Date;
5. The registrant's other certifying officers and I have disclosed, based
on our most recent evaluation, to the registrant's auditors and the
audit committee of registrant's Board of Directors (or persons
performing the equivalent function):
a) all significant deficiencies in the design or operation of
internal controls which could adversely affect the
registrant's ability to record, process, summarize and report
financial data and have identified for the registrant's
auditors any material weaknesses in internal controls; and
b) any fraud, whether or not material, that involves management
or other employees who have a significant role in the
registrant's internal controls; and
6. The registrant's other certifying officers and I have indicated in this
annual report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal
controls subsequent to the date of our most recent evaluation,
including any corrective actions with regard to significant
deficiencies and material weaknesses.
/s/ Martin E. Stein, Jr.
- ------------------------
Martin E. Stein, Jr.
March 13, 2003
39
CERTIFICATION
I, Bruce M. Johnson, Managing Director and Chief Financial Officer of Regency
Centers L.P. (the "registrant"), certify that:
1. I have reviewed this annual report on Form 10-K of Regency Centers
L.P.;
2. Based on my knowledge, this annual report does not contain any untrue
statement of a material fact or omit to state a material fact necessary
to make the statements made, in light of the circumstances under which
such statements were made, not misleading with respect to the period
covered by this annual report;
3. Based on my knowledge, the financial statements, and other financial
information included in this annual report, fairly present in all
material respects the financial condition, results of operations and
cash flows of the registrant as of, and for, the periods presented in
this annual report;
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and
have:
a) designed such disclosure controls and procedures to ensure
that material information relating to the registrant,
including its consolidated subsidiaries, is made known to us
by others within those entities, particularly during the
period in which this annual report is being prepared;
b) evaluated the effectiveness of the registrant's disclosure
controls and procedures as of a date within 90 days prior to
the filing date of this annual report (the "Evaluation Date");
and
c) presented in this annual report our conclusions about the
effectiveness of the disclosure controls and procedures based
on our evaluation as of the Evaluation Date;
5. The registrant's other certifying officers and I have disclosed, based
on our most recent evaluation, to the registrant's auditors and the
audit committee of registrant's Board of Directors (or persons
performing the equivalent function):
a) all significant deficiencies in the design or operation of
internal controls which could adversely affect the
registrant's ability to record, process, summarize and report
financial data and have identified for the registrant's
auditors any material weaknesses in internal controls; and
b) any fraud, whether or not material, that involves management
or other employees who have a significant role in the
registrant's internal controls; and
6. The registrant's other certifying officers and I have indicated in this
annual report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal
controls subsequent to the date of our most recent evaluation,
including any corrective actions with regard to significant
deficiencies and material weaknesses.
/s/ Bruce M. Johnson
Bruce M. Johnson
March 13, 2003
40
CERTIFICATION
I, Mary Lou Fiala, President and Chief Operating Officer of Regency Centers L.P.
(the "registrant"), certify that:
1. I have reviewed this annual report on Form 10-K of Regency Centers
L.P.;
2. Based on my knowledge, this annual report does not contain any untrue
statement of a material fact or omit to state a material fact necessary
to make the statements made, in light of the circumstances under which
such statements were made, not misleading with respect to the period
covered by this annual report;
3. Based on my knowledge, the financial statements, and other financial
information included in this annual report, fairly present in all
material respects the financial condition, results of operations and
cash flows of the registrant as of, and for, the periods presented in
this annual report;
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and
have:
a) designed such disclosure controls and procedures to ensure
that material information relating to the registrant,
including its consolidated subsidiaries, is made known to us
by others within those entities, particularly during the
period in which this annual report is being prepared;
b) evaluated the effectiveness of the registrant's disclosure
controls and procedures as of a date within 90 days prior to
the filing date of this annual report (the "Evaluation Date");
and
c) presented in this annual report our conclusions about the
effectiveness of the disclosure controls and procedures based
on our evaluation as of the Evaluation Date;
5. The registrant's other certifying officers and I have disclosed, based
on our most recent evaluation, to the registrant's auditors and the
audit committee of registrant's Board of Directors (or persons
performing the equivalent function):
a) all significant deficiencies in the design or operation of
internal controls which could adversely affect the
registrant's ability to record, process, summarize and report
financial data and have identified for the registrant's
auditors any material weaknesses in internal controls; and
b) any fraud, whether or not material, that involves management
or other employees who have a significant role in the
registrant's internal controls; and
6. The registrant's other certifying officers and I have indicated in this
annual report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal
controls subsequent to the date of our most recent evaluation,
including any corrective actions with regard to significant
deficiencies and material weaknesses.
/s/ Mary Lou Fiala
Mary Lou Fiala
March 13, 2003
41
REGENCY CENTERS, L.P.
INDEX TO FINANCIAL STATEMENTSStatements
Regency Centers, L.P.
Independent Auditors' Report F-2
Consolidated Balance Sheets as of December 31, 20022003 and 20012002 F-3
Consolidated Statements of Operations for the years ended
December 31, 2003, 2002, 2001, and 20002001 F-4
Consolidated Statements of Partners' Capital for the years ended
December 31, 2003, 2002 2001 and 20002001 F-5
Consolidated Statements of Cash Flows for the years ended
December 31, 2003, 2002, 2001, and 20002001 F-6
Notes to Consolidated Financial Statements F-8
Financial Statement Schedule
Independent Auditors' Report on Financial Statement Schedule S-1
Schedule III - Regency Centers L.P. Combined Real Estate and
Accumulated Depreciation - December 31, 20022003 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 UnitholdersUnit holders of Regency Centers, L.P. and the Board of Directors of
Regency Centers Corporation:
We have audited the accompanying consolidated balance sheets of Regency Centers,
L.P. and subsidiaries as of December 31, 20022003 and 2001,2002, and the related
consolidated statements of operations, partners' capital, and cash flows for
each of the years in the three-year period ended December 31, 2002.2003. These
consolidated financial statements are the responsibility of the Partnership'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,
L.P. and subsidiaries as of December 31, 20022003 and 2001,2002, and the results of their
operations and their cash flows for each of the years in the three-year period
ended December 31, 20022003 in conformity with accounting principles generally
accepted in the United States of America.
As discussed in Note 1(c) to the financial statements, the Partnership adopted
Statement of Financial Accounting Standards No. 144 "Accounting for the
Impairment or Disposal of Long-Lived Assets" effective January 1, 2002.
/s/ KPMG LLP
Jacksonville, Florida
January 31, 2003March 8, 2004
F-2
REGENCY CENTERS, L.P.
Consolidated Balance Sheets
December 31, 2003 and 2002
2003 2002 and 2001
2002 2001
---- ----
Assets
Real estate investments at cost (notes 43 and 9)10):
Land $ 738,101,034 715,255,513 600,081,672
Buildings and improvements 1,966,432,051 1,914,961,1551,914,074,648 1,971,588,807
------------------ -----------------
-----------------
2,681,687,564 2,515,042,8272,652,175,682 2,686,844,320
Less: accumulated depreciation 285,664,875 244,595,928
202,325,324------------------ -----------------
-----------------
2,437,091,636 2,312,717,5032,366,510,807 2,442,248,392
Properties in development 369,474,460 276,085,435 408,437,476
Operating properties held for sale 4,200,008 5,658,905 158,121,462
Investments in real estate partnerships (note 4)3) 140,496,074 125,482,151
75,229,636
----------------------------------- -----------------
Net real estate investments 2,844,318,127 2,954,506,0772,880,681,349 2,849,474,883
Cash and cash equivalents 29,868,622 56,447,329 27,853,264
Notes receivable 70,781,914 56,630,876 32,504,941
Tenant receivables, net of allowance for uncollectible accounts
of $4,258,891$3,353,154 and $4,980,335$4,258,891 at December 31, 2003
and 2002, and 2001, respectively 54,573,165 47,983,160 47,723,145
Deferred costs, less accumulated amortization of
$25,588,464$29,493,009 and $20,402,059$22,176,462 at December 31, 2003
and 2002, and 2001, respectively 37,367,196 34,399,24235,803,525 36,644,959
Acquired lease intangible assets, net (note 4) 10,205,493 2,634,511
Other assets 16,314,645 19,112,148
12,327,567
----------------------------------- -----------------
$ 3,061,858,836 3,109,314,236
=================3,098,228,713 3,068,927,866
================== =================
Liabilities and Partners' Capital
Liabilities:
Notes payable (note 5) $1,257,776,805 1,253,524,045 1,022,720,748
Unsecured line of credit (note 5) 195,000,000 80,000,000 374,000,000
Accounts payable and other liabilities 94,279,961 76,908,233
73,434,322Acquired lease intangible liabilities, net (note 4) 6,115,066 7,069,030
Tenants' security and escrow deposits 9,358,023 8,847,603
8,656,456
----------------------------------- -----------------
Total liabilities 1,419,279,881 1,478,811,526
-----------------1,562,529,855 1,426,348,911
------------------ -----------------
Limited partners' interest in consolidated partnerships 4,650,626 14,825,256
3,940,011
----------------------------------- -----------------
Partners' Capital:
Series A preferred units, par value $50: 1,600,000 units issued and
outstanding at December 31, 2002 and 2001, respectively 78,800,000- 78,800,000
Series B preferred units, par value $100: 850,000 units issued and
outstanding at December 31, 20022003 and 2001,2002, respectively 82,799,720 82,799,720
Series C preferred units, par value $100: 750,000 units issued, 400,000 and
750,000 units outstanding at December 31, 2003 and 2002, and 2001, respectively 73,058,57738,964,575 73,058,577
Series D preferred units, par value $100: 500,000 units issued and
outstanding at December 31, 20022003 and 2001,2002, respectively 49,157,977 49,157,977
Series E preferred units, par value $100: 700,000 units issued, 300,000 and
700,000 units outstanding at December 31, 2003 and 2002, and 2001, respectively 68,221,57929,237,820 68,221,579
Series F preferred units, par value $100: 240,000 units issued and
outstanding at December 31, 20022003 and 2001,2002, respectively 23,365,799 23,365,799
General partner; 60,007,436Series 3 cumulative redeemable preferred units, par value $0.01:
300,000 units issued and 59,088,958outstanding at December 31, 2003;
liquidation preference $250 75,000,000 -
General partner; 59,907,957 and 60,007,436 units outstanding
at December 31, 2003 and 2002, and 2001, respectively 1,205,803,000 1,221,720,073 1,219,050,856
Limited partners; 1,504,4581,318,625 and 1,555,6361,504,458 units outstanding
at December 31, 2003 and 2002, and 2001, respectively 26,544,594 30,629,974
32,108,191
-----------------Accumulated other comprehensive income 174,747 -
------------------ -----------------
Total partners' capital 1,531,048,232 1,627,753,699
1,626,562,699
----------------------------------- -----------------
Commitments and contingencies (notes 910 and 10)11)
$ 3,061,858,836 3,109,314,236
=================3,098,228,713 3,068,927,866
================== =================
See accompanying notes to consolidated financial statements.
F-3
REGENCY CENTERS, L.P.
Consolidated Statements of Operations
For the Years ended December 31, 2002, 2001, and 2000
REGENCY CENTERS, L.P.
Consolidated Statements of Operations
For the Years ended December 31, 2003, 2002 and 2001
2003 2002 2001
2000
---- ---- ----
Revenues:
Revenues:
Minimum rent (note 9)10) $ 271,690,493 247,675,325 236,355,805275,449,673 262,720,557 239,229,405
Percentage rent 5,224,068 5,671,352 5,157,9314,536,446 5,173,575 5,610,973
Recoveries from tenants 77,268,533 69,673,565 64,516,692
Service operations revenue 20,254,979 31,494,739 27,226,41179,939,958 75,385,175 67,083,565
Management fees and commissions 6,418,937 4,616,916 3,436,821
Equity in income of investments in
real estate partnerships 11,276,409 5,764,909 3,439,397
3,138,553
---------------- ---------------- ------------------------------- --------------- ---------------
Total revenues 380,202,982 357,954,378 336,395,392
---------------- ---------------- ----------------377,621,423 353,661,132 318,800,161
--------------- --------------- ---------------
Operating expenses:
Depreciation and amortization 70,442,817 62,435,315 55,536,58774,741,180 67,845,443 60,471,535
Operating and maintenance 51,319,575 45,863,660 43,655,13353,207,353 49,554,740 44,362,263
General and administrative 22,567,414 20,560,939 19,932,60924,229,199 22,756,590 19,785,521
Real estate taxes 38,429,684 35,174,399 32,157,12339,754,998 37,705,837 34,520,818
Other expenses 1,565,823 4,356,384 1,936,686
---------------- ---------------- ----------------4,993,051 (1,801,588) 5,131,802
--------------- --------------- ---------------
Total operating expenses 184,325,313 168,390,697 153,218,138
---------------- ---------------- ----------------196,925,781 176,061,022 164,271,939
--------------- --------------- ---------------
Other expense (income):
Interest expense, net of interest income of $2,355,940, $2,334,329
$5,574,572 and $4,795,154$5,571,304 in 2003, 2002 and 2001, and 2000, respectively 81,285,413 63,680,792 63,866,321
Gain on sale of operating properties (5,266,765) (699,376) (4,506,982)
Provision for loss on operating and development properties 4,369,480 1,595,136 12,995,412
Other income (note 5) (2,383,524) - -
---------------- ---------------- ----------------
Total other expense 78,004,604 64,576,552 72,354,751
---------------- ---------------- ----------------
Income before minority interests 117,873,065 124,987,129 110,822,503
Minority interest of limited partners (492,137) (721,090) (2,631,721)
---------------- ---------------- ----------------
Income from continuing operations 117,380,928 124,266,039 108,190,782
Discontinued operations:
Operating income from discontinued operations 10,237,712 12,430,178 11,513,65384,017,406 84,222,269 67,598,029
Gain on sale of operating properties and properties in development 19,177,679(48,717,043) (20,904,828) (28,757,294)
Provision for loss on operating and development properties 1,249,175 1,070,000 1,595,136
Other income (note 5) - (2,383,524) -
---------------- ---------------- ------------------------------- --------------- ---------------
Total other expense 36,549,538 62,003,917 40,435,871
--------------- --------------- ---------------
Income before minority interests 144,146,104 115,596,193 114,092,351
Minority interest of limited partners (501,260) (492,137) (721,090)
--------------- --------------- ---------------
Income from continuing operations 143,644,844 115,104,056 113,371,261
Discontinued operations:
Operating income from discontinued operations 3,660,271 15,193,504 23,324,956
Gain on sale of operating properties and properties in development 16,354,523 16,498,759 -
--------------- --------------- ---------------
Income from discontinued operations 29,415,391 12,430,178 11,513,653
---------------- ---------------- ----------------20,014,794 31,692,263 23,324,956
--------------- --------------- ---------------
Net income 163,659,638 146,796,319 136,696,217 119,704,435
Preferred unit distributions and original issue costs (34,001,261) (33,475,008) (33,475,007)
(29,601,184)
---------------- ---------------- ------------------------------- --------------- ---------------
Net income for common unitholdersunit holders $ 129,658,377 113,321,311 103,221,210
90,103,251
================ ================ =============================== =============== ===============
Income per common unit - Basicbasic (note 7)8):
Income from continuingContinuing operations $ 1.36 1.491.80 1.32 1.30
Discontinued operations $ 0.49 0.21 0.19
---------------- ---------------- ----------------0.33 0.53 0.40
--------------- --------------- ---------------
Net income for common unitholdersunit holders per unit $ 2.13 1.85 1.70
1.49
================ ================ =============================== =============== ===============
Income per common unit - Diluteddiluted (note 7)8):
Income from continuingContinuing operations $ 1.35 1.491.79 1.32 1.30
Discontinued operations $ 0.49 0.20 0.19
---------------- ---------------- ----------------0.33 0.52 0.39
--------------- --------------- ---------------
Net income for common unitholdersunit holders per unit $ 2.12 1.84 1.69
1.49
================ ================ =============================== =============== ===============
See accompanying notes to consolidated financial statementsstatements.
F-4
REGENCY CENTERS, L.P.
Consolidated Statements of Changes in Partners' Capital
For the Years Ended December 31, 2002, 2001 and 2000
REGENCY CENTERS, L.P.
Consolidated Statements of Changes in Partners' Capital
For the Years Ended December 31, 2003, 2002 and 2001
General Accumulated
Partner Other Total
Series A-F Preferred and Limited Comprehensive Partners'
Preferred General LimitedUnits Common Units Partner Income Capital
------------------------ ------------ ------- ------------- -------
Balance at December 31, 1999 $ 283,816,274 1,247,449,384 39,800,401 1,571,066,059
Net income 29,601,184 87,610,832 2,492,419 119,704,435
Proceeds from the issuance of
preferred units, net 91,591,503 - - 91,591,503
Cash distributions for dividends - (111,896,164) (3,241,249) (115,137,413)
Preferred unit distribution (29,601,184) - - (29,601,184)
Purchase of Regency stock and
corresponding units (note 6) - (11,088,419) - (11,088,419)
Other distributions, net - (132,019) - (132,019)
Units issued for acquisition
of real estate or investments in
real estate partnerships - 88,924 1,632,020 1,720,944
Units converted for cash - - (1,435,694) (1,435,694)
Units issued as a result of common
stock issued by Regency - 4,723,849 - 4,723,849
Units exchanged for common
stock of Regency - 9,811,877 (9,811,877) -
Reallocation of limited partners' interest - (973,350) 973,350 -
Reallocation of minority interest - (179,948) - (179,948)
---------------- ---------------- ---------------- ----------------
Balance at
December 31, 2000 375,407,777 1,225,414,966 30,409,370 - 1,631,232,113
Net income 33,475,007 100,664,207 2,557,003 - 136,696,217
Costs from the issuance of
preferred units (4,125) - - - (4,125)
Cash distributions for dividends - (117,825,613) (3,038,012) (120,863,625)
Preferred unit distribution (33,475,007) - - - (33,475,007)
Units issued to acquire limited
partners' interest in
consolidated partnerships - - 4,383,468 - 4,383,468
Units converted for cash - - (110,487) - (110,487)
Common Units issued as a result of
common stock issued by Regency,
net of repurchases - 8,162,261 - - 8,162,261
Common Units exchanged for common
stock of Regency - 3,220,453 (3,220,453) - -
Units issued for acquisition
of real estate or investments in
real estate partnerships - 43,196 498,688 - 541,884
Reallocation of limited partners'
interest - (628,614) 628,614 - -
--------------- ---------------- ---------------- ---------------- ------------------------------- ------------- -----------------
Balance at December 31, 2001 $ 375,403,652 1,219,050,856 32,108,191 - 1,626,562,699
Net income 33,475,008 110,524,668 2,796,643 - 146,796,319
Cash distributions for dividends - (121,828,367) (3,157,241) - (124,985,608)
Preferred unit distribution (33,475,008) - - - (33,475,008)
Purchase of Regency stock and
corresponding units - (2,725,000) - - (2,725,000)
Units converted for cash - - (83,232) - (83,232)
Common Units issued as a result of
common stock issued by Regency,
net of repurchases - 15,663,529 - - 15,663,529
Common Units exchanged for common
stock of Regency - 1,287,607 (1,287,607) - -
Reallocation of limited partners'
interest - (253,220) 253,220 - -
--------------- ---------------- ---------------- ---------------- ------------------------------- ------------- -----------------
Balance at December 31, 2002 $ 375,403,652 1,221,720,073 30,629,974 - 1,627,753,699
Net income 29,826,131 130,789,495 3,044,012 - 163,659,638
Change in fair value of derivative
instruments - - - 174,747 174,747
-----------------
Total comprehensive income - - - - 163,834,385
Redemption of preferred units (151,877,761) - - (151,877,761)
Cash distributions for dividends - (124,878,147) (2,900,245) - (127,778,392)
Preferred unit distribution (29,826,131) (4,175,130) - - (34,001,261)
Purchase of Regency stock and
corresponding units (150,501,884) - - (150,501,884)
Units converted for cash - - (1,793,502) - (1,793,502)
Series 3 Preferred units issued - 75,000,000 - - 75,000,000
Common Units issued as a result of
common stock issued by Regency,
net of repurchases - 130,412,948 - - 130,412,948
Common Units exchanged for common
stock of Regency - 3,616,700 (3,616,700) - -
Reallocation of limited partners'
interest - (1,181,055) 1,181,055 - -
--------------- ---------------- --------------- ------------- -----------------
Balance at December 31, 2003 $ 223,525,891 1,280,803,000 26,544,594 174,747 1,531,048,232
=============== ================ ================ ================ =============================== ============= =================
See accompanying notes to consolidated financial statementsstatements.
F-5
REGENCY CENTERS, L.P.
Consolidated Statements of Cash Flows
For the Years ended
REGENCY CENTERS, L.P.
Consolidated Statements of Cash Flows
For the Years Ended December 31, 2003, 2002 and 2001
2003 2002 2001 and 2000
2002 2001 2000
---- ---- ----
Cash flows from operating activities:
Net income $ 163,659,638 146,796,319 136,696,217 119,704,435
Adjustments to reconcile net income to net
cash provided by operating activities:
Depreciation and amortization 74,379,66175,022,774 74,416,757 67,505,587 59,430,262
Deferred loan cost and debt premium amortization 1,099,418 1,635,944 1,136,734 609,107
Services provided by Regency in exchange for unitsCommon Units 11,326,866 9,517,193 8,096,997 4,698,5736,217,572
Minority interest of limited partners 501,260 492,137 721,090 2,631,721
Equity in income of investments in real estate partnerships (11,276,409) (5,764,909) (3,439,397) (3,138,553)
Gain on sale of operating properties (24,444,444)(25,060,219) (6,150,379) (699,376) (4,506,982)
Provision for loss on operating and development properties 1,968,520 4,369,480 1,595,136
12,995,412
Other income - (2,383,524) - -
Distributions from operations of investments in real estate
partnershippartnerships 14,760,470 5,522,475 1,801,340 -
Changes in assets and liabilities:
Tenant receivables (6,590,005) (863,731) (9,304,128) (4,170,897)
Deferred leasing costs (11,021,273) (12,917,755) (11,691,159)
(10,454,805)
Other assets (8,206,803)1,244,179 (10,885,722) (4,213,411)
(4,732,220)Accounts payable and other liabilities 11,734,677 (15,795,052) 303,740
Tenants' security and escrow deposits 510,420 698,881 303,740 248,331
Accounts payable and other liabilities (15,795,052) (2,650,730) 5,217,507(771,305)
--------------- --------------- ----------------------------- --------------
Net cash provided by operating activities 173,035,872227,880,316 188,688,114 185,858,640
178,531,891
--------------- --------------- ----------------------------- --------------
Cash flows from investing activities:
Acquisition and development of real estate (301,813,396) (332,702,732) (432,545,686)(456,516,480) (335,999,241) (348,539,784)
Proceeds from sale of real estate 425,419,173 142,016,541 165,926,227
Acquisition of partners' interest in investments in real estate partnerships, net of cash acquired - 2,416,621 (1,402,371)
Investment in real estate partnerships (46,018,670) (45,562,955) (66,890,477)
Capital improvements (18,533,603) (15,837,052) (19,134,500)
Proceeds from sale of real estate partnerships 2,388,319 2,967,481 -237,033,325 427,807,492 144,984,022
Repayment of notes receivable, net 117,642,782 37,363,312 67,582,696
15,673,125Investments in real estate partnerships (14,881,018) (46,018,670) (43,146,334)
Distributions received from investments in real estate
partnerships 20,482,953 11,784,071 15,010,552
3,109,586
--------------- --------------- ----------------------------- --------------
Net cash (used in) provided by (used in) investing activities 110,589,206(96,238,438) 94,936,964 (164,108,848)
(335,264,096)
--------------- --------------- ----------------------------- --------------
Cash flows from financing activities:
Net proceeds from the issuance of Regency stock and
exchangeable operating partnershipCommon units 127,428,166 9,932,137 65,264 25,276
Repurchase of Regency stock and corresponding unitsCommon Units (150,501,884) (2,725,000) (155,381)
(11,088,419)
PurchaseRedemption of limited partner's interest in consolidatedpreferred partnership units (155,750,000) - -
(2,925,158)
RedemptionCash paid for conversion of partnership unitscommon Units by limited partner (1,793,502) (83,232) (110,487) (1,435,694)
Net distributions to limited partners in consolidated partnerships (10,675,890) (384,000) (5,354,985) (2,418,650)
Distributions to preferred unit holders (30,129,022) (33,475,008) (33,475,007) (29,601,184)
Cash distributions for dividends (127,778,392) (124,985,608) (120,863,625)
(115,137,413)
Other distributions, netNet proceeds from issuance of Series 3 preferred units 72,294,967 - (132,019)-
Net proceeds from fixed rate unsecured notes - 249,625,000 239,582,400
159,728,500
(Additional costs) net proceedsAdditional costs from issuance of preferred units - - (4,125)
91,591,503
(Repayment) proceedsProceeds (repayment) of unsecured line of credit, net 115,000,000 (294,000,000) (92,000,000) 218,820,690
Proceeds from notes payable 30,821,695 7,082,128 - 18,153,368
Repayment of notes payable, net (13,485,327) (58,306,361) (67,273,620) (112,669,554)
Scheduled principal payments (13,453,217) (5,629,822) (6,146,318) (6,230,191)
Deferred loan costs (198,179) (2,081,247) (9,148,539)
(3,078,398)
--------------- --------------- ----------------------------- --------------
Net cash (used in) provided byused in financing activities (158,220,585) (255,031,013) (94,884,423)
203,602,657
--------------- --------------- ----------------------------- --------------
Net (decrease) increase (decrease) in cash and cash equivalents (26,578,707) 28,594,065 (73,134,631) 46,870,452
Cash and cash equivalents at beginning of the year 56,447,329 27,853,264 100,987,895
54,117,443
--------------- --------------- ----------------------------- --------------
Cash and cash equivalents at end of the year $ 29,868,622 56,447,329 27,853,264
100,987,895
=============== =============== ============================= ==============
F-6
REGENCY CENTERS, L.P.
Consolidated Statements of Cash Flows
For the Years ended
REGENCY CENTERS, L.P.
Consolidated Statements of Cash Flows
For the Years Ended December 31, 2003, 2002 and 2001
continued
2003 2002 2001 and 2000
continued
2002 2001 2000
---- ---- ----
Supplemental disclosure of cash flow information - cash paid
for interest (net of capitalized interest of $13,105,955,
$13,752,848 and $21,195,419 in 2003, 2002 and $14,552,628 in 2002, 2001, and 2000,
respectively) $ 74,213,51984,666,097 78,450,117 67,546,988
66,261,518
=============== =============== ============================= ==============
Supplemental disclosure of non-cash transactions:
Mortgage loans assumed for the acquisition of real estate $ 15,341,889 46,747,196 8,120,912
19,947,565
=============== =============== ============================= ==============
Notes receivable taken in connection with sales of operating
properties and properties in development $ 131,793,820 61,489,247 33,663,744
66,423,893
=============== =============== ============================= ==============
Real estate contributed as investmentinvestments in real estate partnerships $ 18,708,64124,099,919 29,485,749 12,418,278
4,500,648
=============== =============== ===============
Real estate contributed from limited partners in consolidated
partnerships $ 10,777,108 - -
=============== =============== ============================= ==============
Mortgage debt assumed by purchaser on sale of real estate $ 13,557,263 4,569,703 -
-
=============== =============== ===============
Common stock redeemed to pay off stock loans $ 6,089,273 - -
=============== =============== ============================= ==============
Exchangeable operating partnership units and common stock
issued for the acquisition of partners' interest in
investments in real estate partnerships $ - - 9,754,225
1,287,111
=============== =============== ===============
Exchangeable operating partnership units and common stock
issued for investments in real estate partnerships $ - - 329,948
=============== =============== ===============
Exchangeable operating partnership units and common stock
issued for the acquisition of real estate $ - - 103,885
=============== =============== ============================= ==============
See accompanying notes to consolidated financial statements.
F-7
REGENCY CENTERS,Regency Centers, L.P.
Notes to Consolidated Financial Statements
December 31, 20022003
1. Summary of Significant Accounting Policies
(a) Organization and Principles of Consolidation
Regency Centers, L.P. ("RCLP" or "Partnership") is the primary
entity through which Regency Centers Corporation ("Regency" or
"Company"), a self-administered and self-managed real estate
investment trust ("REIT"), conducts all of its business and
owns all of its assets.
The Partnership was formed in 1996 for the purpose of
acquiring certain real estate properties. At December 31,
2002,2003, Regency owns approximately 98% of the outstanding common
units of the Partnership.
The Partnership's ownership interests are represented by
Units, of which there are i) six series of preferred Units,
ii) common Units owned by the limited partners and iii) common
Units owned by Regency which serves as the general partner.
Each outstanding common Unit owned by a limited partner is
exchangeable, on a one share per one Unit basis, for the
common stock of Regency or for cash at Regency's election.
The accompanying consolidated financial statements include the
accounts of the Partnership, its wholly owned subsidiaries,
and also partnerships in which it has voting control. All
significant intercompany balances and transactions have been
eliminated in the consolidated financial statements.
(b) Revenues
The Partnership 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
that providegrant additional rents based on tenants' sales volume
(contingent or percentage rent) and reimbursement of the
tenants' share of real estate taxes and certain common area
maintenance ("CAM") costs. Percentage rents are recognized
when the tenants achieve the specified targets as defined in
their lease agreements
and recoveryagreements. Recovery of real estate taxes and CAM
costs are recognized when earned.
Service operations revenue includes management fees, commission
income, and gains or losses fromas the sale of land and development
properties without significant operations. Service operations
revenue does not include gains or losses from the sale of
operating properties.respective costs are incurred in
accordance with their lease agreements.
The Partnership accounts for profit recognition on sales of
real estate in accordance with the Financial Accounting Standards
Board ("FASB") Statement No. 66, "Accounting for Sales of Real
Estate." In summary, profits from sales will not be recognized
by the Partnership unless a sale has been consummated; the
buyer's initial and continuing investment is adequate to
demonstrate a commitment to pay for the property; the
Partnership has transferred to the buyer the usual risks and
rewards of ownership; and the Partnership does not have
substantial continuing involvement with the property.
The Partnership has been engaged by joint ventures to provide
asset and property management services for their shopping
centers. The fees are market based and generally calculated as
a percentage of revenues earned and the estimated values of
the properties and recognized as services are provided.
F-8
REGENCY CENTERS,Regency Centers, L.P.
Notes to Consolidated Financial Statements
December 31, 20022003
(c) Real Estate Investments
Land, buildings and improvements are recorded at cost. All
direct and indirect costs related to development activities
are capitalized. Included in these costs are interest and real
estate taxes incurred during construction as well as estimates
for the portion of internal costs that are incremental, and
deemed directly or indirectly related to development activity.
Maintenance and repairs that do not improve or extend the
useful lives of the respective assets are reflected in
operating and maintenance expense. Depreciation is computed
using the straight-line method over estimated useful lives of
up to forty40 years for buildings and improvements, term of lease
for tenant improvements, and three to seven years for
furniture and equipment.
The Partnership allocates the purchase price of acquired
properties to land, buildings, and identifiable intangible
assets based on their respective fair values. Management uses
various methods to determine the fair value of acquired land
and buildings, including replacement cost, discounted cash
flow analysis, and comparable sales. Identifiable intangibles
include amounts allocated to acquired leases for rental rates
that are above or below market and the value of in-place
leases. Intangibles related to in place leases are amortized
over the weighted average life of the leases. Intangibles
related to below market rate leases are amortized to minimum
rent over the remaining terms of the underlying leases.
On January 1, 2002, the Partnership adopted SFAS No. 144,
"Accounting for the Impairment or Disposal of Long-Lived
Assets" ("Statement 144"). Prior to January 1, 2002, operating properties
held for sale included properties that no longer met the
Partnership's long-term investment standards, such as expected
growth in revenue or market dominance. Once identified and
marketed for sale, these properties were segregated on the balance
sheet as operating properties held for sale. The Partnership also
develops shopping centers and stand-alone retail stores for
resale. Once completed, these developments were also included in
operating properties held for sale.
As of December 31, 2001, $158 million of operating properties were
classified as held for sale on the balance sheet. With the
adoption of Statement 144, we determined that these assets did not
meet the six criteria set forth in Statement 144 and
recharacterized them as properties to be held and used. Subsequent
to January 1, 2002, and inIn accordance with Statement 144,
operating properties held for sale includes only those
properties available for immediate sale in their present
condition and for which management believes it is probable
that a sale of the property will be completed within one year.
Operating properties held for sale are carried at the lower of
cost or fair value less costs to sell. Depreciation and
amortization are suspended during the period held for sale.sale period.
The Partnership reviews its real estate portfolio for
impairment whenever events or changes in circumstances
indicate that the carrying amount may not be recoverable.
RCLPRegency determines whether impairment has occurred by
comparing the property's carrying value to an estimate of the
future undiscounted cash flows. In the event impairment
exists, assets are written downadjusted to fair value, for held and used
assets, and fair value less costs to sell, for held for sale
assets. During 2003, 2002 and 2001, the Partnership recorded a
provision for impairment loss of $2.0 million, $4.4 million, and $1.6
million, respectively, to its Retail segment of $2.5 million on anadjust operating property as a result of a Kmart store closing combined
with an earlier closing of an adjacent Winn-Dixie grocery store.
During 2002, the Partnership also recorded a provision for
impairment lossproperties to its Service operations segment of $1.9 million
related to adjusting four undeveloped parcels of land and a
development property down totheir
estimated fair value if sold.value. The fair values of the operating property and development
properties were determined by using prices for similar assets
in their respective markets. The provision for loss on
properties subsequently sold has been reclassified to
discontinued operations.
The Partnership's properties generally have operations and
cash flows that can be clearly distinguished from the rest of
the Partnership. Beginning in 2002, inIn accordance with Statement 144, the
operations and gains on sales reported in discontinued
operations include those operating properties and properties
in development that have been sold and for
F-9
REGENCY CENTERS, L.P.
Notes to Consolidated Financial Statements
December 31, 2002
(c) Real Estate Investments (continued) which operations
and cash flows can be clearly distinguished. The operations
from these properties have been eliminated from ongoing
operations and the Partnership will not have continuing
involvement after disposition. Prior periods have been
restated to reflect the operations of these properties as
discontinued operations. The operations and gains on sales of
operating properties sold to real estate partnerships in which
the Partnership has some continuing involvement are reported asincluded
in income from continuing operations.
F-9
Regency Centers, L.P.
Notes to Consolidated Financial Statements
December 31, 2003
(d) Income Taxes
The Partnership is not liable for federal income taxes and
each partner reports its allocable share of income and
deductions on its respective return; accordingly no provision
for income taxes is required in the consolidated financial
statements.
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, differs from net income reported
for financial reporting purposes primarily because of
differences in depreciable lives and cost bases of the
shopping centers, as well as other timing differences.
Regency Realty Group, Inc., ("RRG"), a wholly-owned subsidiary of
the Partnership is subject to federal and state income taxes and
files separate tax returns. RRG recognized a (benefit) provision
for federal income taxes of ($391,400), $2 million, and $1.2
million in 2002, 2001 and 2000, respectively, which are included
in other expenses.
Effective January 1, 2001, the Partnership and RRG jointly elected
for RRG to be treated as a Taxable REIT Subsidiary of the
Partnership as such term is defined in Section 856(l) of the Code.
Such election is not expected to impact the tax treatment of
either the Partnership or RRG.
The net book basis of real estate assets exceeds the tax basis
by approximately $110$113 million and $109$115 million at December 31,
20022003 and 2001,2002, 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
by the
Company during the years ended December 31 (unaudited):
2002 2001 2000
---- ---- ----
Dividend per share $ 2.04 2.00 1.92
Ordinary income 71% 83% 82%
Capital gain 1% 3% 5%
Return of capital 22% 13% 11%
Unrecaptured Section
1250 gain 4% 1% 2%
Qualified 5-year gain 2%
2003 2002 2001
---- ---- ----
Dividend per share $ 2.08 2.04 2.00
Ordinary income 74.04% 71.00% 83.00%
Capital gain .49% 1.00% 3.00%
Return of capital 12.84% 22.00% 13.00%
Unrecaptured Section
1250 gain 7.16% 4.00% 1.00%
Qualified 5-year gain - 2.00% -
Post-May 5 gain 5.47% - -
F-10
REGENCY CENTERS, L.P.
Notes
The Partnership and Regency Realty Group, Inc., ("RRG"), a
wholly-owned subsidiary of the Partnership, jointly elected
for RRG to Consolidated Financial Statements
December 31,be treated as a Taxable REIT Subsidiary of the
Partnership as defined in Section 856(l) of the Code. Such
election is not expected to impact the tax treatment of either
the Partnership or RRG.
RRG is subject to federal and state income taxes and files
separate tax returns. RRG recognized a provision (benefit) for
income taxes of $2.9 million, ($391,400), and $2 million in
2003, 2002 and 2001, respectively.
(e) Deferred Costs
Deferred costs include deferred leasing costs leasing intangibles
acquired in business combinations 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 Partnership's shopping
centers. Leasing intangibles represent
costs associated with acquiring properties with in-place leases.
Net deferred leasing costs and leasing intangibles were $26.5$28.0 million and
$22.2$25.7 million at December 31, 20022003 and 2001,2002, respectively.
Deferred loan costs consist of initial direct and incremental
costs associated with financing activities. Net deferred loan
costs were $10.9$7.8 million and $12.2$10.9 million at December 31, 2003
and 2002, and 2001, respectively.
F-10
Regency Centers, L.P.
Notes to Consolidated Financial Statements
December 31, 2003
(f) Earnings per Unit and Treasury stockStock
Basic net income per unit is computed based upon the weighted
average number of common units outstanding during the year.
Diluted net income per unit also includes common unit
equivalents for stock options, exchangeable operating
partnership units, and preferred stock when dilutive. See note
78 for the calculation of earnings per unit.
Repurchases of the Company's common stock (net of shares
retired) are recorded at cost and are reflected as Treasury
stock in the Company's consolidated statements of stockholders' equity.
Outstanding shares do not include treasury shares. Concurrent
with the Treasury stock repurchases by Regency, the
Partnership repurchases the same amount of general partnership
units from Regency.
(g) Cash and Cash Equivalents
Any instruments which have an original maturity of ninety90 days or
less when purchased are considered cash equivalents. Cash
distributions of normal operating earnings from investments in
real estate partnerships and cash received from the sales of
development properties are included in cash flows from
operations in the consolidated statements of cash flows.
(h) Estimates
The preparation of financial statements in conformity with
accounting principles generally accepted in the United States
of America requires the Partnership'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.
F-11
REGENCY CENTERS, L.P.
Notes to Consolidated Financial Statements
December 31, 2002
(i) Stock-Based Compensation
Regency is committed to contribute to the Partnership all
proceeds from the exercise of options or other stock-based
awards granted under Regency's Stock Option and Incentive
Plan. Regency's ownership in the Partnership will be increased
based on the amount of proceeds contributed to the
Partnership.
In December 2002, the FASB issued SFAS No. 148, "Accounting
for Stock-Based Compensation - Transition and Disclosure"
("Statement 148"). Statement 148 provides alternative methods
of transition for a voluntary change to the fair value based
method of accounting for stock-based employee compensation. In
addition, Statement 148 amends the disclosure requirements of
Statement No. 123, "Accounting for Stock-Based Compensation"
("Statement 123"), to require more prominent and frequent
disclosures in financial statements about the effects of
stock-based compensation. The
transition guidance and annual disclosure provisions of Statement
148 are effective for fiscal years ending after December 15, 2002
and the interim disclosure provisions are effective for periods
beginning after December 15, 2002. As permitted under Statement 123 and
Statement 148, the Partnership will continue to follow the
accounting guidelines pursuant to Accounting Principles Board
Opinion No. 25, "Accounting for Stock Issued to Employees"
("Opinion 25"), for stock-based compensation and to furnish
the pro forma disclosures as required under Statement 148. See
note 89 for further discussion of stock options.
F-11
Regency Centers, L.P.
Notes to Consolidated Financial Statements
December 31, 2003
(i) Stock-Based Compensation (continued)
The Company has a Long-Term Omnibus Plan (the "Plan") pursuant
to which the boardBoard of directorsDirectors may grant stock options and
other stock-based awards to officers, directors and other key
employees. The Plan provides forallows the Company to issue up to 5.0
million shares in the form of common stock or stock options,
but limits the issuance of upcommon stock excluding stock
options to no more than 2.75 million shares. At December 31,
2003, there were approximately 4.61 million shares available
for grant under the Plan either through options or restricted
stock of which 2.36 million shares are limited to common stock
awards other than stock options. The Plan also limits
outstanding awards to no more than 12% of the Company'soutstanding common
shares outstanding (diluted) not to exceed 8.5 million
shares.stock. Stock options, granted under the Plan, 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,lives, contain vesting terms of one to five years from the
date of grant and may have certain dividend equivalent rights.
Restricted stock granted under the Plan, generally vests over
a period of four years, although certain grants cliff vest
after eight years, but contain a provision that allows for
accelerated vesting over a shorter term if certain performance
criteria are met. Restricted stock grants also have certain dividend equivalent
rights under the Plan. Compensation expense is measured at the
grant date and recognized ratably over the expected vesting period. At December 31, 2002, there were approximately 1.3 million
shares available for grant underThe
Partnership considers the Plan.
On December 17, 2002, 336,350 shareslikelihood of restrictedmeeting the
performance criteria in determining the amount to expense on a
periodic basis. In general, such criteria have been met, thus
expense is recognized at a rate commensurate with the actual
vesting period. Restricted stock were
grantedgrants also have certain
dividend equivalent rights under the Plan, of which 232,758 sharesare expensed
in a manner similar to the underlying stock.
The following table represents restricted stock granted during
the respective years:
2003 2002 2001
---- ---- ----
Fair value of stock at
date of grant $ 39.97 31.27 26.40
4-year stock grants 219,787 232,758 222,508
8-year stock grants 64,649 103,592 106,452
------------------- ---------------- ------------------
Total stock grants 284,436 336,350 328,960
=================== ================ ==================
The 4-year stock grants vest at the rate of 25% per year for four years, and
103,592the 8-year stock grants cliff vest after eight years, but have
the ability to accelerate vesting under the terms described
above. The fair value of the Company's stock at the date
of grant was $31.27. The Company also granted 45,195 shares on
September 30, 2002 in connection with the repayment of certain
stock purchase loans further discussed below. The fair value of
the Company's stock at the date of grant was $31.00. On December
14, 2001, 328,960 shares of restricted stock were granted under
the Plan of which 222,508 shares vest at the rate of 25% per year
for four years, and 106,452 cliff vest after eight years, but have
the ability to accelerate vesting under the terms described above.
The fair value of the Company's stock at the date of grant was
$26.40. Based on achieving certain performance criteria, 18.75% of
the eight-year vesting options vested during 2002. Based upon restricted stock vesting in 2003, 2002 2001 and
2000,2001, the Partnership recorded compensation expense of $7.5
million, $5.6 million $2.5 million and $1.1$2.5 million, respectively, for
restricted stock. During 2003, 2002 2001 and 20002001, the Partnership
recorded compensation expense for dividend equivalents of $3.5
million, $3.2 million, $3.1 million and $1.8$3.1 million respectively, for
undistributed restricted stock and unexercised stock options.
F-12
REGENCY CENTERS, L.P.
Notes to Consolidated Financial Statements
December 31, 2002
(i) Stock-Based Compensation
In previous years, as part of the Plan, the Company structured
stock purchase plans ("SPP loans") whereby executives could
acquire common stock at fair market value by investing their
own capital in combination with loans provided by Regency.
These interest-bearing, full recourse loans were secured by
stock, which was held as collateral by Regency. These loans
provided for partial forgiveness of the unpaid principal
balance over time based upon specified performance criteria
and the passage of time. The Company ceased making these types
of loans after 1998 and has not originated any new personal
loans to employees since that date. Effective September 30,
2002, all participants agreed to repay the entire balance of
their loans outstanding with a portion of the common shares
held as collateral, valued at fair market value as of
September 30, 2002. The Company, in return, granted the
participants 45,195 shares of restricted stock with a fair
value of $31.00 and stock options that are
intended to provide them with the
same level of compensation benefits that they would have
received under existing agreements for specified forgiveness
amounts. These grants were made in accordance with the
existing Plan. During 2002, $240,491 of unpaid principal was
repaid in cash, $6 million was repaid through the surrendering
of shares held as collateral, and $575,741 was forgiven and
recorded as compensation expense.
F-12
Regency Centers, L.P.
Notes to Consolidated Financial Statements
December 31, 2003
(i) Stock-Based Compensation (continued)
The per share
weighted-average fair value of stockfollowing table represents the assumptions used for the
Black-Scholes option-pricing model for options granted during 2002,
2001 and 2000 was $1.94, $2.32 and $2.18, respectively, onin the
date of grant using the Black Scholes option-pricing model with
the following weighted-average assumptions: 2002 - expected
dividend yield 6.8%, risk-free interest rate of 2%, expected
volatility 19.1%, and an expected life of 2.5 years; 2001 -
expected dividend yield 7.3%, risk-free interest rate of 5.2%,
expected volatility 20%, and an expected life of 6 years; 2000 -
expected dividend yield 8.1%, risk-free interest rate of 6.7%,
expected volatility 20%, and an expected life of 6 years.respective year:
2003 2002 2001
---- ---- ----
Per share weighted average fair value
of stock options $ 2.23 1.94 2.32
Expected dividend yield 5.5% 6.8% 7.3%
Risk-free interest rate 2.2% 2.0% 5.2%
Expected volatility 16.0% 19.1% 20.0%
Expected life in years 2.4 2.5 6.0
The Partnership applies Opinion 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 Partnership determined compensation cost based on the
fair value at the grant date for its stock options under
Statement 123, the Partnership's net income for common unitholdersunit
holders would have been reduced to the pro forma amounts
indicated below (in thousands except per unit data):
2003 2002 2001 2000
---- ---- ----
Net income for common unitholdersunit holders
as reported: $ 129,658 113,321 103,221 90,103
Add: stock-based employee compensation
expense included in reported net income 11,327 9,517 6,218 4,719
Deduct: total stock-based employee
compensation expense determined under
fair value based methods for all awards (10,237) (7,141) (5,649)
--------------- -------------- ---------------15,455 13,470 7,141
--------------------------------------------
Pro forma net income $ 112,601125,530 109,368 102,298
89,173
=============== ============== ===========================================================
Earnings per unit:
Basic - as reported $ 2.13 1.85 1.70
1.49
=============== ============== ===========================================================
Basic - pro forma $ 1.842.06 1.78 1.68
1.48
=============== ============== ===========================================================
Diluted - as reported $ 2.12 1.84 1.69
1.49
=============== ============== ===========================================================
Diluted - pro forma $ 1.832.05 1.77 1.68
1.47
=============== ============== ===========================================================
F-13
REGENCY CENTERS, L.P.
Notes to Consolidated Financial Statements(j) Consolidation of Variable Interest Entities
In December 31, 2002
(j) Recent Accounting Pronouncements
In January 2003, the FASB issued Interpretation No. 46 ("FIN
46") (revised December 2003 ("FIN 46R")), "Consolidation of
Variable Interest Entities" ("Interpretation
46"), which is intended to clarify the application of Accounting
Research Bulletin No. 51, "Consolidated Financial Statements", to
certain entities in which equity investors do not have the
characteristics ofaddresses how a business
enterprise should evaluate whether it has controlling
financial interest or do not have
sufficient equity at risk forin an entity through means other than
voting rights and accordingly should consolidate the entity to finance its activities
without additional subordinated financial support from other
parties, or variable interest entities, as definedentity.
FIN 46R replaces FIN 46, which was issued in the
interpretation. Interpretation 46 will require that certain
variable interest entities be consolidated into the majority
variable interest holder's financial statements andJanuary 2003. FIN
46R is applicable immediately to alla variable interest entitiesentity
created after January 31, 2003 and as of the first interim
period beginningending after JuneMarch 15, 20032004 to those variable interest
entities created before February 1, 2003 and not already
consolidated under FIN 46 in previously issued financial
statements. The Partnership did not create any variable
interest entities after January 31, 2003. The Partnership has
not yet completed its
evaluation ofanalyzed the applicability of this interpretation to its
current structures butcreated before February 1, 2003 and does not
believe its adoption will have a material effect on the
results of operations.
F-13
Regency Centers, L.P.
Notes to Consolidated Financial Statements
December 31, 2003
(k) Segment Reporting
The Partnership's business is investing in retail shopping
centers through direct ownership or through joint ventures.
The Partnership actively manages its portfolio of retail
shopping centers and may from time to time make decisions to
sell lower performing properties, or developments not meeting
its long-term investment objectives. The proceeds of sales are
invested into higher quality retail shopping centers through
acquisitions or new developments, which management believes
will meet its planned rate of return. It is management's
intent that all retail shopping centers will be owned or
developed for investment purposes. The Partnership's revenue
and net income are generated from the operation of its
investment portfolio. The Partnership will also earn
incidental fees from third parties for services provided to
manage and lease retail shopping centers owned through joint
ventures.
The Partnership's portfolio is located throughout the United
States; however, management does not distinguish or group its
operations on a geographical basis for purposes of allocating
resources or measuring performance. The Partnership reviews
operating and financial statements.data for each property on an
individual basis, therefore, the Partnership defines an
operating segment as its individual properties. No individual
property constitutes more than 10% of the Partnership's
combined revenue, net income or assets, and thus the
individual properties have been aggregated into one reportable
segment based upon their similarities with regard to both the
nature of the centers, tenants and operational processes, as
well as long-term average financial performance. In November 2002,addition,
no single tenant accounts for 10% or more of revenue and none
of the shopping centers are located outside the United States.
(l) Derivative Financial Instruments
The Partnership adopted SFAS No. 133 "Accounting for
Derivative Instruments and Hedging Activities" as amended
("Statement 133"), on January 1, 2001. Statement 133 requires
that all derivative instruments be recorded on the balance
sheet at their fair value. Gains or losses resulting from
changes in the values of those derivatives would be accounted
for depending on the use of the derivative and whether it
qualifies for hedge accounting. The Partnership uses
derivative financial instruments such as interest rate swaps
to mitigate its interest rate risk on a related financial
instrument. Statement 133 requires that changes in fair value
of derivatives that qualify as cash flow hedges be recognized
in other comprehensive income (loss) while the ineffective
portion of the derivative's change in fair value be recognized
immediately in earnings.
To determine the fair value of derivative instruments, the
Partnership uses standard market conventions and techniques
such as discounted cash flow analysis, option pricing models
and termination costs at each balance sheet date. All methods
of assessing fair value result in a general approximation of
value, and such value may never actually be realized.
(m) Financial Instruments with Characteristics of Both Liabilities
and Equity
In May 2003, the FASB issued InterpretationStatement of Accounting Standards
No. 45
"Guarantor's Accounting150, "Accounting for Certain Financial Instruments with
Characteristics of both Liabilities and Disclosure RequirementsEquity" ("Statement
150"). Statement 150 affects the accounting for Guarantees, Including Indirect Guaranteescertain
financial instruments, including requiring companies having
consolidated entities with specified termination dates to
treat minority owners' interests in such entities as
liabilities in an amount based on the fair value of Indebtedness of
Others" ("Interpretation 45") which addresses the
disclosuresentities. Although Statement 150 was originally effective July
1, 2003, the FASB has
F-14
Regency Centers, L.P.
Notes to be made by a guarantor in its interim and annual financial
statements about its obligations under guarantees. Interpretation
45 also requires the recognition of a liability by a guarantor at
the inception of certain guarantees. The Partnership has adopted
the disclosure requirements of Interpretation 45 and will apply
the recognition and measurement provisions for all guarantees
entered into or modified afterConsolidated Financial Statements
December 31, 2002.
In July 2002, the FASB issued SFAS No. 146, "Accounting for Costs
Associated2003
(m) Financial Instruments with Exit or Disposal Activities" ("Statement 146").
Statement 146 addresses financial accountingCharacteristics of Both Liabilities
and reporting for
costs associated with exit or disposal activities and nullifies
EITF Issue No. 94-3, "Liability Recognition for Certain Employee
Termination Benefits and Other Costs to Exit an Activity
(including Certain Costs Incurred in a Restructuring)". Statement
146 is effective for exit and disposal activities initiated after
December 31, 2002. The Partnership has not initiated any such exit
and disposal activities since the effective date and does not
believe it will have a material effect on the financial
statements.
In April 2002, the FASB issued SFAS No. 145, "Rescission of FASB
Statements No. 4, 44, and 62, Amendment of FASB Statement No. 13,
and Technical Corrections" ("Statement 145"). This statement
rescinds FASB Statement No. 4, "Reporting Gains and Losses from
Extinguishment of Debt" which required all gains and losses from
extinguishments of debt to be aggregated and, if material,
classified as an extraordinary item, net of related income tax
effect. Upon adoption of Statement 145, classification of these
gains and losses will be evaluated under the criteria set forth in
APB Opinion No. 30, "Reporting the Results of Operations -
Reporting the Effects of Disposal of a Segment of a Business, and
Extraordinary, Unusual and Infrequently Occurring Events and
Transactions". The Partnership elected to adopt theEquity (continued)
indefinitely deferred certain provisions related to
the rescissionclassification and measurement requirements for mandatorily
redeemable financial instruments that become subject to
Statement 150 solely as a result of SFAS No. 4 and reportedconsolidation including
minority interests of entities with specified termination
dates. As a gain on
early extinguishment of debt totaling $2.4 million (note 5), which
is included in other incomeresult, Statement 150 has no impact on the
accompanyingPartnership's consolidated statements of operations for the
year ended December 31, 2002.
(k)2003.
At December 31, 2003, the Partnership held a majority interest
in five consolidated entities with specified termination dates
ranging from 2012 to 2049. The minority owners' interests in
these entities are to be settled upon termination by
distribution of either cash or specific assets of the
underlying entities. The estimated fair value of minority
interests in entities with specified termination dates was
approximately $8.5 million at December 31, 2003 as compared to
the carrying value of $4.7 million. The Partnership has no
other financial instruments that currently are affected by
Statement 150.
(n) Reclassifications
Certain reclassifications have been made to the 20012002 and 20002001
amounts to conform to classifications adopted in 2002
F-14
REGENCY CENTERS, L.P.
Notes to Consolidated Financial Statements
December 31, 20022003.
2. Segments
TheDiscontinued Operations
During 2003, the Partnership was formed,sold 100% of its interest in 14 operating
properties for proceeds of $103.7 million and currently operates, for the purpose of 1)
operating retail shopping centers (Retail segment), and 2) developing
properties intended for sale or partial sale to a joint venture
(including shopping centers, outparcels and build-to-suit properties) and
providing management services to both affiliate and non-affiliate third
parties (Service operations segment). The Partnership's reportable
segments offer different products or services and are managed separately
because each requires different strategies and management expertise.
There are no inter-segment sales or transfers.
The Partnership assesses and measures operating results starting with netcombined operating
income for the Retail segment and income for the Servicegain of $20.0 million on these sales are included in
discontinued operations. The revenues from properties included in
discontinued operations, segmentincluding properties sold in 2003 and converts such amounts into a performance measure
referred to as Funds from Operations ("FFO"). Net operating income for
the Retail segment and income for the Service operations segment includes
gains and losses on the sale of operating properties and properties in
development,2002, as
well as the related operating income that is reported as
discontinued operations in the accompanying consolidated statements of
operations, as required by Statement 144. The operating resultsproperties held for the
individual retail shopping centers have been aggregated since all of the
Partnership's shopping centers exhibit highly similar economic
characteristics,sale, were $8.7 million, $34.8
million and offer similar degrees of risk and opportunities for
growth. FFO as defined by the National Association of Real Estate
Investment Trusts ("NAREIT") means net income (computed in accordance
with accounting principles generally accepted in the United States of
America) excluding gains (or losses) from sales of property, plus
depreciation and amortization, and after adjustments for unconsolidated
partnerships and joint ventures. Adjustments for unconsolidated
partnerships and joint ventures are calculated to reflect FFO on the same
basis. The Partnership includes gains or losses related to developments
and land that are included in the Service operations segment in its
calculation of FFO. The Partnership also adjusts FFO for distributions
made to holders of Preferred Units or preferred stock when the underlying
securities are convertible into common stock of the Company and are
dilutive to FFO. While management believes that diluted FFO is the most
relevant and widely used measure of the Partnership's performance, such
amount does not represent cash flow from operations as defined by
accounting principles generally accepted in the United States of America,
should not be considered an alternative to net income as an indicator of
the Partnership's operating performance, and is not indicative of cash
available to fund all cash flow needs. Additionally, the Partnership's
calculation of diluted FFO, as provided on the following page, 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$41.7 million for the years ended December 31, 2003, 2002
2001 and 2000. Assets not attributable to a particular
segment consist primarily of cash and deferred costs.
F-15
REGENCY CENTERS, L.P.
Notes to Consolidated Financial Statements
December 31, 2002
2. Segments (continued)
2002 2001, 2000
---- ---- ----
Revenues:
Retail segment $ 359,948,003 326,459,639 309,168,981
Service operations segment 20,254,979 31,494,739 27,226,411
---------------- ----------------- -----------------
Total revenues $ 380,202,982 357,954,378 336,395,392
================ ================= =================
Funds from Operations:
Retail segment net operating income $ 290,205,393 258,551,134 249,377,360
Service operations segment income 34,930,486 31,494,739 27,226,411
Adjustments to calculate diluted FFO:
Interest expense, net (81,285,413) (63,680,792) (63,866,321)
Other income 2,383,524 - -
General and administrative and other (24,133,237) (24,917,323) (21,869,295)
Non-real estate depreciation (1,904,573) (2,194,623) (1,459,326)
Minority interest of limited partners (492,137) (721,090) (2,631,721)
Provision for loss on development
properties and land (1,845,000) - -
Gain on sale of operating properties including
depreciation on developments sold (7,264,144) (1,692,843) (3,082,625)
Gain on sale of operating properties -
discontinued operations (3,562,533) - -
Depreciation and amortization of
discontinued operations 3,936,844 5,070,272 3,893,675
Minority interest in depreciation
and amortization (205,808) (228,320) (481,184)
Share of joint venture depreciation
and amortization 1,665,943 750,470 1,287,793
Distributions on preferred units (33,475,008) (33,475,007) (29,601,184)
---------------- ----------------- -----------------
Funds from Operations - diluted 178,954,337 168,956,617 158,793,583
---------------- ----------------- -----------------
Reconciliation to net income for common unitholders:
Real estate related depreciation
and amortization (72,475,088) (65,310,964) (57,970,936)
Minority interest in depreciation
and amortization 205,808 228,320 481,184
Share of joint venture depreciation
and amortization (1,665,943) (750,470) (1,287,793)
Provision for loss on operating properties (2,524,480) (1,595,136) (12,995,412)
Gain on sale of operating properties 7,264,144 1,692,843 3,082,625
Gain on sale of operating properties -
discontinued operations 3,562,533 - -
---------------- ----------------- -----------------
Net income $ 113,321,311 103,221,210 90,103,251
================ ================= =================
Assets (in thousands):
Retail segment $ 2,650,795 2,631,592 2,454,476
Service operations segment 298,137 403,142 447,929
Cash and other assets 112,927 74,580 132,739
---------------- ----------------- -----------------
Total assets $ 3,061,859 3,109,314 3,035,144
================= ================ =================
F-16
REGENCY CENTERS, L.P.
Notes to Consolidated Financial Statements
December 31, 2002
3. Discontinued Operations
During 2002, the Partnership sold 41 operating properties for proceeds of
$308.6 million and their net income is included in discontinued
operations. These sales resulted in a net gain of $19.2 million, which is
reported as a gain on sale in discontinued operations. The revenues from
the properties disposed of were $23.9 million, $30.6 million and $25.2
million for the three years ended December 31, 2002, 2001, and 2000, respectively. The operating income from these properties was
$10.2$3.7 million, $12.4$15.2 million and $11.5 million for the three years ended
December 31, 2002, 2001, and 2000 respectively. Income from discontinued
operations for the Retail segment was $17.8 million, $13.2 million and
$11.8$23.3 million for the years ended
December 31, 2003, 2002 and 2001, and 2000,
respectively.
Income (loss) from discontinued operations for the Service
operations segment was $11.6 million, ($776,032) and ($242,583) for the
years ended December 31, 2002, 2001 and 2000, respectively.
4. Investments in3. Real Estate and Real Estate PartnershipsInvestments
During 2003, the Partnership acquired four operating properties from
third parties for $75.4 million. During 2002, the Partnership acquired
five grocery-anchored shopping
centersoperating properties for $106.9$106.7 million. During 2001, the Partnership acquired three
grocery-anchored shopping centers for $72.8 million. The 2002 and 2001 acquisitions were
accounted for as purchases and the results of their operations are
included in the consolidated financial statements from the daterespective
dates of the acquisition. Acquisitions (either individually or in the
aggregate) were not significant to the operations of the Partnership in
the yearperiods in which they were acquired or the yearperiod preceding the
acquisition.
The Partnership accounts for all investments in which it owns 50% or
less and does not have a controlling financial interest using the
equity method. The Partnership's combined investment in these
partnerships was $125.5$140.5 million and $75.2$125.5 million at December 31, 20022003
and 2001,2002, respectively. Net income, which includes all operating
results, as well as gains and losses on sales of properties within the
joint ventures, is allocated to the Partnership in accordance with the
respective partnership agreements. Such allocations of net income are
recorded in equity in income of investments in real estate partnerships
in the accompanying consolidated statements of operations.
During 2002, theF-15
Regency Centers, L.P.
Notes to Consolidated Financial Statements
December 31, 2003
3. Real Estate Investments (continued)
The Partnership sold eleven assets for net proceeds of $94.9
million tohas a 25% equity interest in Macquarie
CountryWide-Regency, LLC ("MCWR"), a joint venture with an affiliate of
Macquarie CountryWide Trust of Australia, a Sydney, Australia-based
property trust focused on investing in grocery-anchored shopping
centers. During 2003, MCWR acquired 12 shopping centers infrom the
Partnership for $232.9 million, for which the Partnership has a 25% interest. The
Partnership holds a notereceived cash
of $79.4 million, and notes receivable of $25.1$95.3 million. During 2003,
MCWR repaid $69.3 million related to the sale
of four of the assetsnotes and in December 2002.February 2004, MCWR
repaid an additional $10.5 million. The note receivable has an interest
rate of LIBOR plus 1.5% and matures on April 30, 2003. The gain
recognitionMarch 31, 2004. MCWR is
recordedcurrently in the process of placing third party, fixed-rate mortgages
on only that portioncertain properties, the proceeds of which will be used to repay the
sale to MCWR not
owned by the Partnership.remaining balance of $15.5 million. The Partnership recognized gains on
these sales of $11.1 million which represents $5.3$25.7 million recorded as gain on sale of operating
properties and $5.8 million related to properties in development, recorded as service operations revenue in the Partnership's
consolidated statements of operations.development. During 2002, MCWR acquired 11
shopping centers from the Partnership sold an asset for $145.2 million, for which the
Partnership received net proceeds of $17.5$83.8 million and a note
receivable of $25.1 million. MCWR repaid the note receivable during
2003. The Partnership recognized gains on these sales of $11.1 million.
During 2003, MCWR sold two shopping centers to third parties for $20.1
million.
The Partnership also has a 20% equity interest in Columbia Regency
Retail Partners, LLC ("Columbia"), a joint venture with the Oregon
State Treasury that was formed for the purpose of investing in retail
shopping centers. During 2003, Columbia acquired two shopping centers
infrom third parties that will have a total investment at completion of
$39.1 million and sold one shopping center to a third party for $46.2
million with a gain of $9.3 million. During 2002, Columbia acquired one
shopping center from the Partnership for $19.5 million, for which the
Partnership has a 20%received cash of $15.6 million.
Recognition of gains from sales to joint ventures is recorded on only
that portion of the sales not attributable to our ownership interest.
The gains and operations are not recorded as discontinued operations
because of our continuing involvement in these shopping centers.
Columbia and MCWR intend to continue to acquire retail shopping
centers, some of which they may acquire directly from the Partnership.
For those properties acquired from third parties, the Partnership is
required to contribute its pro-rata share of the purchase price to the
partnership.
With the exception of Columbia and MCWR, both of which intend to
continue expanding their investment in shopping centers, the
investments in real estate partnerships represent single asset entities
formed for the purpose of developing or owning retail based commercial
real estate.
F-17
REGENCY CENTERS, L.P.
Notes to Consolidated Financial Statements
December 31, 2002
4. Investments in Real Estate and Real Estate Partnerships (continued)
The Partnership's investments in real estate partnerships as of
December 31, 20022003 and 20012002 consist of the following (in thousands):
Ownership 2003 2002 2001
---------
---- ----
Columbia Regency Retail Partners, LLC 20% $ 40,267 42,413
31,092Macquarie CountryWide-Regency, LLC 25% 39,071 22,281
RRG-RMC Tracy, LLC 50% 23,529 23,269 12,339
Macquarie CountryWide-Regency, LLC 25% 22,281 4,180
OTR/Regency Texas Realty Holdings, L.P. 30% 16,090 15,992 16,590
Tinwood, LLC 50% 10,397 10,983 7,177
Regency Woodlands/Kuykendahl, Ltd. 50% 5,374 7,973 -
Jog Road, LLC 50% 3,014
2,571
Hermosa Venture 2002, LLC 27% 2,754 -
Regency Ocean East Partnership, Ltd. 25% - 2,783
GME/RRG I, LLC 50% - 1,069
-------------- --------------------------- -------------
$ 140,496 125,482
75,230
============== =========================== =============
F-16
Regency Centers, L.P.
Notes to Consolidated Financial Statements
December 31, 2003
3. Real Estate Investments (continued)
Summarized financial information for the unconsolidated investments on
a combined basis, is as follows (in thousands):
December 31, December 31,
2003 2002 2001
---- ----
Balance Sheet:
Balance Sheet:
Investment in real estate, net $ 727,530 553,118 286,096
Other assets 84,660
15,721
8,581
------------- ----------------------------- -----------------
Total assets $ 812,190 568,839
294,677
============= ============================= =================
Notes payable $ 322,238 167,071 67,489
Other liabilities 14,102 10,386 5,983
Equity and partners' capital 475,850 391,382
221,205
------------- ----------------------------- -----------------
Total liabilities and equity $ 812,190 568,839
294,677
============= ============================= =================
Unconsolidated partnerships and joint ventures had notes payable of
$322.2 million at December 31, 2003 and the Partnership's proportionate
share of these loans was $74.4 million. The Partnership does not
guarantee any debt of these partnerships beyond our ownership
percentage.
The revenues and expenses on a combined basis are summarized as follows
for the years ended December 31, 2003, 2002 2001 and 2000:2001:
2003 2002 2001 2000
---- ---- ----
Statement of Operations:
Total revenues $ 44,823 26,896 19,23576,157 42,073 24,080
Total expenses 24,916 14,066 13,14736,555 21,307 13,215
------------- ---------------- --------------- ------------
Net income $ 19,907 12,830 6,08839,602 20,766 10,865
============= ================ =============== ============
Unconsolidated partnerships4. Acquired Lease Intangibles
Effective July 1, 2001, the Partnership adopted FAS 141, "Business
Combinations", to account for the acquisition of shopping centers that
are considered businesses. In accordance with FAS 141, identifiable
intangible assets are valued and joint ventures had notes payablerecorded at acquisition date. Such
intangibles include the value of $167.1 millionin-place leases and above or
below-market leases.
Acquired lease intangible assets are net of accumulated amortization of
$405,327 and $37,096 at December 31, 2003 and 2002, respectively. These
assets have a weighted average amortization period of seven years. The
aggregate amortization expense from acquired leases was $368,231 and
the Partnership's proportionate
share$37,096 during 2003 and 2002, respectively. Acquired lease intangible
liabilities are net of these loans was $38.8 million.
F-18previously accreted minimum rent of $953,964 at
December 31, 2003 and have a weighted average amortization period of
seven years.
F-17
REGENCY CENTERS,Regency Centers, L.P.
Notes to Consolidated Financial Statements
December 31, 20022003
4. Acquired Lease Intangibles (continued)
The estimated aggregate amortization amounts from acquired lease
intangibles for each of the next five years are to be classified as
follows:
Amortization
Year Ending December 31, Expense Minimum Rent
------------------------------------- ----------------- ------------------
2004 $ 1,872,917 953,964
2005 1,872,917 953,964
2006 1,872,917 953,964
2007 972,485 953,964
2008 917,927 953,964
5. Notes Payable and Unsecured Line of Credit
The Partnership's outstanding debt at December 31, 20022003 and 20012002
consists of the following (in thousands):
2002 2001
---- ----
Notes Payable:
Fixed rate mortgage loans $ 229,551 240,091
Variable rate mortgage loans 24,998 21,691
Fixed rate unsecured loans 998,975 760,939
--------------2003 2002
---- ----
Notes Payable:
Fixed rate mortgage loans $ 217,001 229,551
Variable rate mortgage loans 41,629 24,998
Fixed rate unsecured loans 999,147 998,975
--------------- ---------------
Total notes payable 1,257,777 1,253,524
Unsecured line of credit 195,000 80,000
---------------
Total notes payable 1,253,524 1,022,721
Unsecured line of credit 80,000 374,000
-------------- ---------------
Total $ 1,452,777 1,333,524 1,396,721
==============
===============
===============
Interest rates paid on the unsecured line of credit (the "Line"), which
are based on LIBOR plus .85%, were 2.288%1.975% and 2.913%2.288% at December 31,
20022003 and 2001,2002, respectively. The spread that the Partnership pays on
the Line is dependent upon maintaining specific investment grade
ratings. The Partnership 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. On January 15, 2002 RCLP completedThe Line matures on April 30, 2004,
but contains a $250 million unsecured debt offeringone-year extension option. The Partnership has executed
a commitment with an interest ratethe lead bank under the Line and expects to renew it
for a term of 6.75%. These notes were priced at 99.850%, are
due on January 15, 2012 and are guaranteed bythree years from the Company. The net
proceeds of these offerings were used to reduce the balance of the Line.original maturity date.
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 2019.2023. Variable interest
rates on mortgage loans are currently based on LIBOR plus a spread in a
range of 130 basis points125 to 175150 basis points. Fixed interest rates on mortgage
loans range from 6.64%5.65% to 9.5%9.50%.
As of December 31, 2002, 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
-------------------------- --------------------------------------------
In June 2003, $ 5,084 22,864 27,948
2004 (includes the Line) 5,241 300,994 306,235
2005 4,045 147,742 151,787
2006 3,359 24,089 27,448
2007 2,768 25,696 28,464
Beyond 5 Years 19,176 766,287 785,463
Unamortized debt premiums - 6,179 6,179
--------------------------------------------
Total $ 39,673 1,293,851 1,333,524
============================================
During 2002, the Partnership assumed debt with a fair value of $46.7$13.3
million related to the acquisition of five properties,a property, which includes a debt
premiumspremium of $2.7 million$797,303 based upon the above market interest ratesrate of the
debt instruments. Debt premiums areinstrument. The debt premium is being amortized over the termsterm of
the related debt instruments on the effective interest rate method.
F-19instrument.
F-18
REGENCY CENTERS,Regency Centers, L.P.
Notes to Consolidated Financial Statements
December 31, 20022003
5. Notes Payable and Unsecured Line of Credit (continued)
During 2002, the Partnership extinguished the debt on Worthington Park
Centrean operating
property for the face amount of the note, resulting in the recognition
of a gain of $2.4 million on early extinguishment representing the
remaining unamortized premium recorded upon assumption of the debt. The
gain has been recorded in other income on the accompanying consolidated
statements of operations.
As of December 31, 2003, 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
-------------------------- -------------- --------------- ---------------
2004 (includes the Line) $ 5,344 419,340 424,684
2005 3,954 172,915 176,869
2006 3,476 20,783 24,259
2007 2,891 25,690 28,581
2008 2,697 19,618 22,315
Beyond 5 Years 21,119 749,561 770,680
Unamortized debt premiums - 5,389 5,389
------------ -------------- ---------------
Total $ 39,481 1,413,296 1,452,777
============ ============== ===============
6. Derivative Financial Instruments
The Partnership is exposed to capital market risk, such as changes in
interest rates. In order to manage the volatility relating to interest
rate risk, the Partnership may enter into interest rate hedging
arrangements from time to time. The Partnership does not utilize
derivative financial instruments for trading or speculative purposes.
In July and September, 2003, the Partnership entered into two
forward-starting interest rate swaps of $96.5 million and $47.7
million, respectively. The Partnership designated the $144.2 million
swaps as hedges to effectively fix the rate on a refinancing expected
in April 2004. The fair value of the Partnership's notes payableswaps was an asset of $174,747 as
of December 31, 2003, and Line are estimated
based on the current rates available to the Partnership for debt of the
same terms and 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. Fixed rate loans
assumedis recorded in connection with real estate acquisitions are recordedother assets in the
accompanying financial statements atbalance sheet. The swaps qualify for hedge accounting
under Statement 133; therefore, changes in fair value. Basedvalue are recorded
through other comprehensive income. No hedge ineffectiveness has been
incurred or recognized to date on these swaps. Amounts reported in
accumulated other comprehensive income related to these swaps will be
reclassified to interest expense as interest payments are made on the
borrowing
rates currently availableforecasted refinancing. The Partnership estimates that an additional
$13,106 will be reclassified to the Partnership for loans with similar terms
and average maturities, the fair value of long-term debt is $1.4 billion.
6.interest expense in 2004.
7. Regency's Stockholders' Equity and Partners' Capital
Allocation of profits and losses and distributions to unitholders are
made in accordance with the partnership agreement. Distributions to
partners holding common units (including Regency) are made in the same
amount as the dividends declared and paid on Regency common stock.
(a) The PartnershipCompany, through RCLP, has issued Cumulative Redeemable
Preferred Units ("Preferred Units") in various amounts since
1998. The issues were sold primarily to institutional
investors in private placements for $100 per unit. The
Preferred Units, which may be called by RCLP at par after
certain dates, have no stated maturity or mandatory
redemption, and pay a cumulative, quarterly dividend at fixed
rates. At any time after ten years from the date of issuance,
the Preferred Units may be exchanged by the holder for
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
F-19
Regency Centers, L.P.
Notes to Consolidated Financial Statements
December 31, 2003
7. Regency's Stockholders' Equity and Partners' Capital (continued)
(a) into common stock of the Company. The net proceeds of these
offerings were used to reduce the balance of the Line. At
December 31, 20022003 and 20012002 the face value of total Preferred
Units issued was $229 million and $384 million, respectively,
with an average fixed distribution rate of 8.88% and 8.72%.,
respectively.
During the third quarter of 2003, the Partnership redeemed $80
million of Series A 8.125% Preferred Units which was funded
from proceeds from the stock offering completed on August 18,
2003 and described below. At the time of the redemption, $1.2
million of costs related to the preferred units were
recognized in the consolidated statements of operations as a
component of minority interest of preferred units. During the
first quarter of 2003, the Partnership redeemed $35 million of
Series C 9% Preferred Units and $40 million of Series E 8.75%
Preferred Units. The redemptions were portions of each series
and the Partnership paid a 1% premium on the face value of the
redeemed units totaling $750,000. At the time of redemption,
the premium and $1.9 million of previously deferred costs
related to the original preferred units' issuance were
recognized in the consolidated statements of operations as a
component of minority interest of preferred units. The
redemption of the Series C and E units was funded from
proceeds from the Line.
Terms and conditions of the Preferred Units outstanding as of
December 31, 2003 are summarized as follows:
Units Issue IssuanceAmount Distribution Callable Exchangeable
Series IssuedOutstanding Price AmountOutstanding Rate by Partnership by UnitholderUnit holder
- --------------------------- --- --------------- -- ---------------- --------------- ----------------- -------------------------------------------------------------------------------------------------------------------------------------------
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 750,000400,000 100.00 75,000,00040,000,000 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 700,000300,000 100.00 70,000,00030,000,000 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---------------
2,290,000 $ 384,000,000
============= ================229,000,000
=============== ===============
(b) On August 18, 2003, we issued 3,600,000 shares of common stock
at $35.96 per share in a public offering.
Until June 24, 2003, Security Capital owns approximately 57.5%Group Incorporated owned
34,273,236 shares, representing 56.6% of Regency's outstanding
common stock. On June 24, 2003 Security Capital (1) sold
Regency common stock through (a) an underwritten public
offering and (b) the sale of 4,606,880 shares to Regency at
the public offering price of $32.56 per share and (2) agreed
to sell the balance of its Regency shares pursuant to forward
sales contracts with underwriters. Security Capital settled
all of the outstanding common stock
of Regency; however,forward sales contracts in September and December
2003, and as a result, Security Capital no longer owns any
Regency shares. Security Capital terminated its ability to exercise voting control over these
shares is limited by the Stockholders
Agreement bywith Regency on June 24, 2003 and among Regency,
Security Capital Holdings S.A., Security Capital U.S. Realty and The
Regency Group, Inc. dated asis now subject to
the same 7% ownership limit in Regency's articles of
July 10, 1996, as amended,incorporation that applies to other shareholders.
F-20
REGENCY CENTERS,Regency Centers, L.P.
Notes to Consolidated Financial Statements
December 31, 2002
6.2003
7. Regency's Stockholders' Equity and Partners' Capital (continued)
including amendments to reflect Security Capital's purchase of Security
Capital Holdings S.A. and the liquidation of Security Capital U.S. Realty
(as amended, the "Stockholders Agreement").
The Stockholders Agreement provides that during the standstill period
Security Capital will vote all of its shares of Regency in accordance
with the recommendations of Regency's board of directors or
proportionally in accordance with the votes of the other holders of
Regency common stock. This broad voting restriction is subject to a
limited qualified exception pursuant to which Security Capital can vote
its shares of Regency in its sole and absolute discretion with regard to
amendments to Regency's charter or by-laws that would materially
adversely affect Security Capital and with regard to "Extraordinary
Transactions" (which include mergers, consolidations, sale of a material
portion of Regency's assets, issuances of securities in an amount which
requires a shareholder vote and other similar transactions out of the
ordinary course of business). However, the limited exception is itself
further qualified. Even with respect to charter and by-law amendments and
Extraordinary Transactions, Security Capital may only vote shares
representing ownership of 49% of the outstanding Regency common stock at
its discretion, any shares owned by Security Capital in excess of 49%
must be voted in accordance with the recommendations of Regency's board
of directors or proportionally in accordance with the votes of the other
holders of Regency common stock. With regard to Extraordinary
Transactions which require a 2/3rds vote (i.e. where Security Capital
could block the outcome if it voted 49% of the stock), Security Capital
may only vote shares representing ownership of 32% of the outstanding
Regency common stock. Security Capital may vote its shares to elect a
certain number of nominees to the Regency board of directors, however
this right is similarly limited. Security Capital has the right to
nominate the greater of three directors or the number of directors
proportionate to its ownership, however Security Capital may not nominate
more than 49% of the Regency board of directors.
The effect of these limitations is such that notwithstanding the fact
that Security Capital owns more than a majority of the currently
outstanding shares of Regency common stock, Security Capital may not, in
compliance with the standstill provisions of the Stockholders Agreement,
exercise voting control with respect to more than 49% of the outstanding
shares of Regency (and may vote those shares in its discretion only with
respect to the limited matters listed above).
Effective May 14, 2002, an indirect wholly-owned subsidiary of GE Capital
merged into Security Capital with Security Capital surviving as an
indirect wholly-owned subsidiary of GE Capital. On July 12, 2002,
Security Capital advised Regency that, pursuant to the terms of the
Stockholders Agreement, Security Capital has elected to cancel the
otherwise automatic extension of the standstill period effective April
10, 2003.
(c) During 2002,the first quarter of 2003, the holder of Regency'sthe Series 2
preferred stock converted 1,037,107all of its remaining 450,400
preferred shares into common stock at a conversion ratio of
1:1.
During 1999,(d) On April 3, 2003, the boardCompany received proceeds from a $75
million offering of directors authorized the repurchase3,000,000 depositary shares representing
300,000 shares of approximately $65 millionSeries 3 Cumulative Redeemable Preferred
Stock. The depositary shares are not convertible into common
stock of the Company's outstanding shares through
periodic open market transactionsCompany and are redeemable at par upon Regency's
election on or privately negotiated transactions.
During 2000,after April 3, 2008, pay a 7.45% annual
dividend and have a liquidation value of $25 per depositary
share. The proceeds from this transaction were contributed to
the Company completedPartnership in exchange for 300,000 of Series 3 Preferred
Units issued to and held by Regency with terms exactly the
program by purchasing 3.25 million
shares.same as the Series 3 Cumulative Redeemable Preferred Stock.
The proceeds from this offering were used to reduce the Line.
F-21
REGENCY CENTERS,Regency Centers, L.P.
Notes to Consolidated Financial Statements
December 31, 2002
7.2003
8. Earnings per Unit
The following summarizes the calculation of basic and diluted earnings
per unit for the three years ended December 31, 2003, 2002 2001, and 20002001 (in
thousands except per unit data):
2003 2002 2001 2000
---- ---- ----
Numerator:
- ---------
Income from continuing operations $ 117,381 124,266 108,191143,645 115,104 113,371
Discontinued operations 29,415 12,430 11,513
-------------20,014 31,692 23,325
-------------------- ----------------- -----------------------------
Net income 163,659 146,796 136,696 119,704
Less: Preferred unit distributions and
original issue costs 34,001 33,475 33,475
29,601
--------------------------------- ----------------- -----------------------------
Net income for common unitholdersunit holders 129,658 113,321 103,221 90,103
Less: preferred stock dividends 2,275- 2,276 2,965
2,817-------------------- ----------------- ----------------
Net income for common unitholdersunit holders - ------------- ----------------- -------------
Basicbasic
and Diluteddiluted $ 111,046129,658 111,045 100,256
87,286
================================= ================= =============================
Denominator:
- ------------------------
Weighted average common units outstanding
for Basicbasic EPU 60,847 59,716 59,058 58,605
Incremental units to be issued under common
stock options using the Treasury Methodmethod 395 378 216 54
Convertible series 2 preferred stock - 344 -
-
---------------------------------- ----------------- -----------------------------
Weighted average common units outstanding
for Diluteddiluted EPU 61,242 60,438 59,274
58,659
================================== ================= =============================
Income per common unit - Basicbasic
- ------------------------------
Income from continuing operations $ 1.36 1.491.80 1.32 1.30
Discontinued operations $ 0.49 0.21 0.19
--------------.33 .53 .40
-------------------- ----------------- -----------------------------
Net income for common unitholdersunit holders per unit $ 2.13 1.85 1.70
1.49
================================== ================= =============================
Income per common unit - Diluteddiluted
- --------------------------------
Income from continuing operations $ 1.35 1.491.79 1.32 1.30
Discontinued operations $ 0.49 0.20 0.19
--------------.33 .52 .39
-------------------- ----------------- -----------------------------
Net income for common unitholdersunit holders per unit $ 2.12 1.84 1.69
1.49
================================== ================= =============================
The Series 2 Preferred stock dividends are deducted from net income in
computing earnings per unit since the properties acquired with these
preferred shares were contributedF-22
Regency Centers, L.P.
Notes to the Partnership. Accordingly, the
payment of Series 2 Preferred stock dividends are deemed to be
preferential to the distributions made to common unitholders.
8.Consolidated Financial Statements
December 31, 2003
9. Stock Option Plan
Regency is committed to contribute to the Partnership all proceeds from
the exercise of options or other stock-based awards granted under
Regency's Stock Option and Incentive Plan. Regency's ownership in the
Partnership will be increased based on the amount of proceeds contributed
to the Partnership.
Under the Plan, the Company may grant stock options to its officers,
directors and other key employees. Options are granted at fair market
value on the date of grant, vest 25% per year, and expire after ten
years. Stock option grants also receive dividend equivalents for a
specified period of time equal to the Company's dividend yield less the
average dividend yield of the S&P 500 as of the grant date. Dividend
equivalents are funded in Regency common stock, and vest at the same
rate as the options upon which they are based.
F-22
REGENCY CENTERS, L.P.
Notes to Consolidated Financial Statements
December 31, 2002
8. Stock Option Plan (continued)
The following table reports stock option activity during the
periods indicated:
Weighted
Number of Average
Shares Exercise Price
---------------- --------------------
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
------------------------------ --------------------
Granted 591,614 25.01
Forfeited (79,009) 24.11
Exercised (420,420) 21.62
------------------------------ --------------------
Outstanding, December 31, 2001 3,682,962 23.94
-------------- --------------------================ ====================
Granted 1,710,093 30.19
Forfeited (177,819) 24.07
Exercised (2,117,376) 23.68
------------------------------ --------------------
Outstanding, December 31, 2002 3,097,860 27.47
================ ====================
Granted 1,622,143 34.97
Forfeited (7,789) 22.95
Exercised (2,215,924) 27.73
---------------- --------------------
Outstanding, December 31, 2003 2,496,290 $ 27.47
==============32.13
================ ====================
The following table presents information regarding all options
outstanding at December 31, 2002:2003:
Weighted
Average Weighted
Number of Remaining Range of Average
Options Contractual Exercise Exercise
Outstanding Life (in years) Prices Price
- ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
735,734 6.62540,669 5.98 $ 19.81 - 25.7628.70 $ 22.24
2,362,126 7.32 26.1324.84
934,266 5.55 29.40 - 31.80 29.1032.88 31.52
1,021,355 4.45 33.37 - --------------------------------------------------------------------------------------------
3,097,860 7.1640.00 36.54
- --------------------------------------------------------------------------------------------------------
2,496,290 5.20 $ 19.81 - 31.8040.00 $ 27.47
============================================================================================
The following table presents information regarding options currently
exercisable at December 31, 2002:
Weighted
Number of Range of Average
Options Exercise Exercise
Exercisable Prices Price
- -----------------------------------------------------------------------------------------
438,141 $ 19.81 - 25.76 $ 22.62
2,195,253 26.13 - 31.80 29.25
- -----------------------------------------------------------------------------------------
2,633,394 $ 19.81 - 31.80 $ 28.15
=========================================================================================32.13
========================================================================================================
F-23
REGENCY CENTERS, L.P.
Notes to Consolidated Financial Statements
December 31, 20022003
9. Stock Option Plan (continued)
The following table presents information regarding options currently
exercisable at December 31, 2003:
Weighted
Number of Range of Average
Options Exercise Exercise
Exercisable Prices Price
------------------------------------------------------------------------
401,805 $ 19.81 - 28.70 $ 24.82
911,766 29.40 - 32.88 31.56
1,021,355 33.37 - 40.00 36.54
------------------------------------------------------------------------
2,334,926 $ 19.81 - 40.00 $ 32.58
========================================================================
10. Operating Leases
The Partnership's properties are leased to tenants under operating
leases with expiration dates extending to the year 2032.2033. Future minimum
rents under noncancelable operating leases as of December 31, 2002,2003,
excluding tenant reimbursements of operating expenses and excluding
additional contingent rentals based on tenants' sales volume are as
follows (in thousands):
Year Ending December 31, Amount
------------------------------------------------------------
2003----------------------------------------------------------
2004 $ 262,429
2004 250,045268,020
2005 221,898257,485
2006 187,718223,650
2007 154,413190,663
2008 156,164
Thereafter 79,470
-----------------47,564
---------------
Total $ 1,155,973
=================1,143,546
===============
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 that individually
represented 10% or more of the Partnership's combined minimum rent.
10.11. Contingencies
The Partnership like othersis involved in the commercial real estate industry,litigation on a number of matters and is
subject to numerous environmental laws and regulations. The operationcertain claims which arise in the normal course of dry cleaning plants atbusiness,
none of which, in the Partnership's shopping centersopinion of management, is the
principal environmental concern. The Partnership believes that the
tenants who operate these plants do so in accordance with current laws
and regulations and has established proceduresexpected to monitor their
operations. Additionally, the Partnership uses all legal means to cause
tenants to remove dry cleaning plants from its shopping centers. Where
available, the Partnership has applied and been accepted into state-
sponsored environmental programs. The Partnership 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 Partnership 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 adverse effect on the Partnership's consolidated financial
position, liquidity,results of operations or operations of the Partnership. At December 31, 2002 and 2001, the
Partnership had recorded environmental liabilities of $1.6 million and
$1.8 million, respectively.liquidity.
F-24
REGENCY CENTERS, L.P.
Notes to Consolidated Financial Statements
December 31, 2002
11.2003
12. 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 4,0007,000 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 20022003 and 2001:2002:
2003 2002 2001
------------------------------------------- ---------------------------------------------
Cash Cash
Quarter High Low Dividends High Low Dividends
Ended Price Price Declared Price Price Declared
- -------------------------------------------------------------------------------------------------------------------------
March 31 $ 33.53 30.40 .52 29.50 26.88 .51
25.00 22.63 .50
June 30 35.72 32.41 .52 31.03 27.82 .51
25.56 23.00 .50
September 30 36.95 34.09 .52 31.85 25.22 .51
26.35 22.72 .50
December 31 40.43 35.56 .52 32.40 28.92 .51 27.75 24.51 .50
12.13. Summary of Quarterly Financial Data (Unaudited)
Presented below is a summary of the consolidated quarterly financial
data for the years ended December 31, 20022003 and 20012002 (amounts in
thousands, except per unit data):
First Second Third Fourth
Quarter Quarter Quarter Quarter
------- ------- ------- --------
2003:
Revenues as originally reported $ 95,119 94,041 94,847 99,226
Reclassified to discontinued operations (2,711) (1,691) (1,210) -
------------- ------------- ------------- -------------
Adjusted Revenues $ 92,408 92,350 93,637 99,226
------------- ------------- ------------- -------------
Net income for common unit holders $ 18,361 26,287 30,519 54,491
============= ============= ============= =============
Net income per unit:
Basic $ .30 .43 .52 .89
============= ============= ============= =============
Diluted $ .30 .42 .51 .89
============= ============= ============= =============
2002:
Revenues as originally reported $ 94,591 95,332 104,232 101,94293,623 93,949 97,320 95,567
Reclassified to discontinued operations (7,145) (4,893) (3,856) -
-------------------------------------------------------(9,862) (7,635) (6,520) (2,781)
------------- ------------- ------------- -------------
Adjusted Revenues $ 87,446 90,439 100,376 101,942
-------------------------------------------------------83,761 86,314 90,800 92,786
------------- ------------- ------------- -------------
Net income for common unitholdersunit holders $ 25,927 23,572 28,139 35,683
==================================================================== ============= ============= =============
Net income per unit:
Basic $ .42 .38 .46 .58
==================================================================== ============= ============= =============
Diluted $ .42 .38 .46 .58
=======================================================
2001:
Revenues as originally reported $ 92,992 95,270 97,717 102,570
Reclassified to discontinued operations (7,121) (7,447) (7,517) (8,510)
-------------------------------------------------------
Adjusted Revenues $ 85,871 87,823 90,200 94,060
-------------------------------------------------------
Net income for common unitholders $ 23,706 24,967 27,329 27,219
=======================================================
Net income per unit:
Basic $ .39 .41 .45 .45
=======================================================
Diluted $ .39 .41 .45 .45
==================================================================== ============= ============= =============
F-25
Independent Auditors' Report
On Financial Statement Schedule
The UnitholdersUnit holders of Regency Centers, L.P. and the Board of Directors of
Regency Centers CorporationCorporation:
Under date of January 31, 2003,March 8, 2004, we reported on the consolidated balance sheets of
Regency Centers, L.P. and subsidiaries as of December 31, 20022003 and 2001,2002, and the
related consolidated statements of operations, partners' capital, and cash flows
for each of the years in the three-year period ended December 31, 2002,2003, as
contained in the annual report on Form 10-K for the year 2002.2003. 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 2002.2003. This
financial statement schedule is the responsibility of the Partnership'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.
/s/ KPMG LLP
Jacksonville, Florida
JanuaryMarch 8, 2004
S-1
REGENCY CENTERS CORPORATION
Combined Real Estate and Accumulated Depreciation
December 31, 2003
S-1
REGENCY CENTERS, L.P.
Combined Real Estate and Accumulated Depreciation
December 31, 2002
Initial Cost Total Cost
------------------------------------------------------------------- Cost Capitalized ---------------------------------------------------------------------------
Building & Subsequent to Building & Properties held
Land Improvements Acquisition Land Improvements ------------------ ---------------- -----------------for Sale
-------------- -------------- -------------- -------------- -------------- ----------- -
ALDEN BRIDGE 12,936,975 10,598,20110,145,890 1,020,729 12,936,975 11,166,619 -
12,936,975 10,598,201
AMERIGE HEIGHTS TOWN CENTER 13,204,812 9,207,060ANTHEM MARKETPLACE 6,845,971 13,563,458 (159,999) 6,846,031 13,403,399 - 13,204,812 9,207,060
ARAPAHO VILLAGE 837,148 8,031,688 277,463386,130 837,148 8,309,1518,417,818 -
ASHBURN FARM MARKET CENTER 9,868,511 5,037,198 (276,486) 9,868,511 4,760,712(300,146) 9,835,091 4,770,472 -
ASHFORD PLACE 2,803,998 9,943,994 (398,876) 2,583,998 9,765,118 -
AVENTURA SHOPPING CENTER 2,751,094 9,317,790 774,438884,391 2,751,094 10,092,22810,202,181 -
BECKETT COMMONS 1,625,242 5,844,871 2,714,5914,817,423 1,625,242 8,559,46210,662,294 -
BENEVA VILLAGE SHOPS 2,483,547 8,851,199 590,079792,262 2,483,547 9,441,278
BENT TREE PLAZA 1,927,712 6,659,082 10,197 1,927,712 6,669,2799,643,461 -
BERKSHIRE COMMONS 2,294,960 8,151,236 189,094226,119 2,294,960 8,340,3308,377,355 -
BETHANY PARK PLACE 4,604,877 5,791,750 71,859 4,604,877(243,141) 4,289,877 5,863,609 -
BLOOMINGDALE 3,861,759 14,100,891 491,392542,013 3,861,759 14,592,28314,642,904 -
BLOSSOM VALLEY 7,803,568 10,320,913 173,642198,069 7,803,568 10,494,55510,518,982 -
BOLTON PLAZA 2,660,227 6,209,110 1,522,7751,547,135 2,634,664 7,757,448
BONNERS POINT 859,854 2,878,641 259,800 859,854 3,138,4417,781,808 -
BOULEVARD CENTER 3,659,040 9,658,227 448,804615,748 3,659,040 10,107,03110,273,975 -
BOYNTON LAKES PLAZA 2,783,000 10,043,027 1,339,353 2,783,000 11,382,380 -
BRIARCLIFF LA VISTA 694,120 2,462,819 685,587690,587 694,120 3,148,4063,153,406 -
BRIARCLIFF VILLAGE 4,597,018 16,303,813 8,059,6038,081,005 4,597,018 24,363,41624,384,818 -
BUCKHEAD COURT 1,737,569 6,162,941 1,722,2111,773,619 1,627,569 7,995,1528,046,560 -
BUCKLEY SQUARE 2,970,000 5,126,240 186,982262,414 2,970,000 5,313,2225,388,654 -
CAMBRIDGE SQUARE SHOPPING CTR 792,000 2,916,034 1,360,6941,364,294 792,000 4,276,7284,280,328 -
CARMEL COMMONS 2,466,200 8,903,187 2,161,1743,249,881 2,466,200 11,064,36112,153,068 -
CARRIAGE GATE 740,960 2,494,750 1,758,6431,802,664 740,960 4,253,3934,297,414 -
CASA LINDA PLAZA 4,515,000 30,809,330 334,305480,093 4,515,000 31,143,635
CENTER OF SEVEN SPRINGS 1,737,994 6,290,048 (4,435,382) 1,757,440 1,835,22031,289,423 -
CHAMPIONS FOREST 2,665,875 8,678,603 107,282162,401 2,665,875 8,785,8858,841,004 -
CHASEWOOD PLAZA 1,675,000 11,390,727 6,869,731 2,304,926 17,630,53213,512,276 4,842,921 21,735,082 -
CHERRY GROVE 3,533,146 12,710,297 2,032,8612,460,235 3,533,146 14,743,15815,170,532 -
CHERRY PARK MARKET 2,400,000 16,162,934 506,127633,153 2,400,000 16,669,06116,796,087 -
CHERRY STREET CENTER 2,850,727 4,102,215 (119,998) 2,850,727 3,982,217
CHESIRE(239,290) 2,597,996 4,115,656 -
CHESHIRE STATION 10,181,822 8,442,783 (263,674) 10,181,822 8,179,109(220,924) 10,106,695 8,296,986 -
CLAYTON VALLEY 14,646,174 9,012,777 - 14,646,174 9,012,777 -
COCHRAN'S CROSSING 13,154,094 10,551,12610,065,783 2,194,752 13,154,192 12,260,437 - 13,154,094 10,551,126
COOPER STREET 2,078,891 10,682,189 43,933 2,078,891 10,726,122 -
COSTA VERDE 12,740,000 25,261,188 391,621407,252 12,740,000 25,652,809
COUNTRY CLUB 1,105,201 3,709,452 220,323 1,105,201 3,929,775
COUNTRY CLUB CALIF 3,000,000 11,657,200 124,422 3,000,000 11,781,62225,668,440 -
COURTYARD SHOPPING CENTER 1,761,567 4,187,039 (82,028) 5,866,578 - -
CREEKSIDE PHASE II 390,802 1,397,415 420,051678,114 370,527 1,837,7412,095,804 -
CROMWELL SQUARE 1,771,892 6,285,288 435,854491,826 1,771,892 6,721,1426,777,114 -
CUMMING 400 2,374,562 8,420,776 694,554 2,374,562 9,115,330 -
DELK SPECTRUM 2,984,577 11,048,896 135,303199,073 2,984,577 11,184,19911,247,969 -
DIABLO PLAZA 5,300,000 7,535,866 270,586361,511 5,300,000 7,806,4527,897,377 -
DICKSON TN 675,000 1,568,495 - 675,000 1,568,495
DUNWOODY HALL 1,819,209 6,450,922 5,547,8845,619,288 2,528,599 11,289,41611,360,820 -
DUNWOODY VILLAGE 2,326,063 7,216,045 5,647,952 2,326,063 12,863,9978,093,017 3,335,614 14,299,511 -
EAST POINTE 1,868,120 6,742,983 907,314 2,523,307114,121 1,730,114 6,995,110 -
EAST PORT PLAZA 3,257,023 11,611,363 (1,877,437)(1,820,074) 3,257,023 9,733,9269,791,289 -
ECHELON VILLAGE PLAZA 4,587,273 9,637,201 - 4,587,273 9,637,201 -
EL CAMINO 7,600,000 10,852,428 460,012469,594 7,600,000 11,312,44011,322,022 -
EL CERRITO PLAZA 2,108,735 - - 2,108,735 - -
EL NORTE PARKWAY PLA 2,833,510 6,332,078 131,391605,074 2,833,510 6,463,4696,937,152 -
ENCINA GRANDE 5,040,000 10,378,539 284,279380,819 5,040,000 10,662,81810,759,358 -
FENTON MARKETPLACE 3,020,000 10,368,796 (215,385) 3,020,000 10,153,411(350,386) 2,615,406 10,423,004 -
FLEMING ISLAND 3,076,701 6,291,505 4,807,0554,857,003 3,076,701 11,098,56011,148,508 -
FOLSOM PRAIRIE CITY CROSSING 3,944,033 11,257,933 1,764 3,944,033 11,259,697 -
FORT BEND CENTER 6,965,772 4,401,061 - 6,965,772 4,401,061 -
FRANKFORT CROSSING SHPG CTR 8,325,402 6,066,815 380,492 8,325,402 6,447,307 -
FRIARS MISSION 6,660,000 27,276,992 409,127 6,660,000 27,686,119 -
PRESTONBROOK 4,703,516 10,761,732 (2,735,282) 4,209,248 8,520,718 -
GARDEN SQUARE 2,073,500 7,614,748 528,366 2,136,135 8,080,479 -
GARNER 5,591,099 19,897,197 1,876,272 5,591,099 21,773,469 -
GELSON'S WESTLAKE MARKET PLAZA 2,332,000 8,316,264 14,536 2,332,000 8,330,800 -
GLENWOOD VILLAGE 1,194,198 4,235,476 619,491 1,194,198 4,854,967 -
Total Cost
Net of
Accumulated Accumulated
Total Depreciation Depreciation Mortgages
------------- ------------- --------------- --------------
ALDEN BRIDGE 24,103,594 759,169 23,344,425 10,272,838
ANTHEM MARKETPLACE 20,249,430 115,147 20,134,283 -
ARAPAHO VILLAGE 9,254,966 1,102,102 8,152,864 -
ASHBURN FARM MARKET CENTER 14,605,563 526,494 14,079,069 -
ASHFORD PLACE 12,349,116 2,261,850 10,087,266 4,041,679
AVENTURA SHOPPING CENTER 12,953,275 4,707,474 8,245,801 -
BECKETT COMMONS 12,287,536 1,195,168 11,092,368 -
BENEVA VILLAGE SHOPS 12,127,008 1,291,348 10,835,660 -
BERKSHIRE COMMONS 10,672,315 2,282,054 8,390,261 -
BETHANY PARK PLACE 10,153,486 1,527,005 8,626,481 -
BLOOMINGDALE 18,504,663 2,305,741 16,198,922 -
BLOSSOM VALLEY 18,322,550 1,325,824 16,996,726 -
BOLTON PLAZA 10,416,472 2,177,205 8,239,267 -
BOULEVARD CENTER 13,933,015 1,290,655 12,642,360 -
BOYNTON LAKES PLAZA 14,165,380 1,769,080 12,396,300 -
BRIARCLIFF LA VISTA 3,847,526 971,949 2,875,577 -
BRIARCLIFF VILLAGE 28,981,836 5,199,152 23,782,684 12,307,949
BUCKHEAD COURT 9,674,129 1,764,631 7,909,498 -
BUCKLEY SQUARE 8,358,654 807,449 7,551,205 -
CAMBRIDGE SQUARE SHOPPING CTR 5,072,328 789,370 4,282,958 -
CARMEL COMMONS 14,619,268 1,975,797 12,643,471 -
CARRIAGE GATE 5,038,374 1,655,431 3,382,943 -
CASA LINDA PLAZA 35,804,423 3,908,462 31,895,961 -
CHAMPIONS FOREST 11,506,879 1,109,644 10,397,235 -
CHASEWOOD PLAZA 26,578,003 5,198,822 21,379,181 -
CHERRY GROVE 18,703,678 2,191,860 16,511,818 -
CHERRY PARK MARKET 19,196,087 2,310,999 16,885,088 -
CHERRY STREET CENTER 6,713,652 350,903 6,362,749 5,650,012
CHESHIRE STATION 18,403,681 965,811 17,437,870 -
CLAYTON VALLEY 23,658,951 21,846 23,637,105 -
COCHRAN'S CROSSING 25,414,629 793,136 24,621,493 5,720,439
COOPER STREET 12,805,013 1,324,600 11,480,413 -
COSTA VERDE 38,408,440 4,219,578 34,188,862 -
COURTYARD SHOPPING CENTER 5,866,578 - 5,866,578 -
CREEKSIDE PHASE II 2,466,331 164,663 2,301,668 -
CROMWELL SQUARE 8,549,006 1,469,234 7,079,772 -
CUMMING 400 11,489,892 1,987,723 9,502,169 6,004,419
DELK SPECTRUM 14,232,546 1,748,020 12,484,526 -
DIABLO PLAZA 13,197,377 1,094,584 12,102,793 -
DICKSON TN 2,243,495 164,960 2,078,535
DUNWOODY HALL 13,889,419 2,046,304 11,843,115 -
DUNWOODY VILLAGE 17,635,125 2,281,027 15,354,098 -
EAST POINTE 8,725,224 1,254,813 7,470,411 4,446,115
EAST PORT PLAZA 13,048,312 657,513 12,390,799 -
ECHELON VILLAGE PLAZA 14,224,474 666,836 13,557,638 -
EL CAMINO 18,922,022 1,514,120 17,407,902 -
EL CERRITO PLAZA 2,108,735 - 2,108,735 -
EL NORTE PARKWAY PLA 9,770,662 873,756 8,896,906 -
ENCINA GRANDE 15,799,358 1,382,680 14,416,678 -
FENTON MARKETPLACE 13,038,410 620,868 12,417,542 -
FLEMING ISLAND 14,225,209 1,277,427 12,947,782 2,837,744
FOLSOM PRAIRIE CITY CROSSING 15,203,730 748,343 14,455,387 -
FORT BEND CENTER 11,366,833 323,195 11,043,638 -
FRANKFORT CROSSING SHPG CTR 14,772,709 310,363 14,462,346 -
FRIARS MISSION 34,346,119 3,302,002 31,044,117 16,290,155
PRESTONBROOK 12,729,966 1,492,699 11,237,267 -
GARDEN SQUARE 10,216,614 1,342,361 8,874,253 -
GARNER 27,364,568 2,860,791 24,503,777 -
GELSON'S WESTLAKE MARKET PLAZA 10,662,800 304,368 10,358,432 -
GLENWOOD VILLAGE 6,049,165 1,054,990 4,994,175 -
S-2
Initial Cost Total Cost
------------------------------------------------------------------- Cost Capitalized ---------------------------------------------------------------------------
Building & Subsequent to Building & Properties held
Land Improvements Acquisition Land Improvements ------------------ ---------------- -----------------for Sale
-------------- -------------- -------------- -------------- -------------- -----------
FOLSOM PRAIRIE CITY 3,944,033 11,257,933 - 3,944,033 11,257,933
FRANKLIN SQUARE 2,584,025 9,379,749 4,488,285 2,733,139 13,718,920
FRIARS MISSION 6,660,000 27,276,992 155,285 6,660,000 27,432,277
FRISCO PRESTONBROOK 4,703,516 10,761,732 (2,659,127) 4,292,623 8,513,498
GARDEN SQUARE 2,073,500 7,614,748 527,316 2,136,135 8,079,429
GARNER FESTIVAL 5,591,099 19,897,197 1,873,872 5,591,099 21,771,069
GLENWOOD VILLAGE 1,194,198 4,235,476 528,629 1,194,198 4,764,105
GRANDE OAK 5,568,971 5,899,762 (125,493) 5,568,971 5,774,269
HAMPSTEAD VILLAGE(264,580) 5,327,108 5,877,045
KROGER NEW ALBANY CENTER 2,769,901 6,379,103 1,194,9851,169,985 3,844,152 6,499,8376,474,837 -
HANCOCK 8,231,581 24,248,620 1,380,1992,279,142 8,231,581 25,628,81926,527,762 -
HARPETH VILLAGE FIELDSTONE 2,283,874 5,559,498 3,746,115 2,283,874 9,305,613 -
HERITAGE LAND 12,390,000 - - 12,390,000 - -
HERITAGE PLAZA - 23,675,957 1,146,0751,618,685 - 24,822,03225,294,642 -
HERSHEY 6,533 824,232 (16,264)736 6,533 807,968
HIGHLAND SQUARE 2,615,250 9,359,722 10,564,414 3,378,750 19,160,636824,968 -
HILLCREST VILLAGE 1,600,000 1,797,686 56,01170,067 1,600,000 1,853,697
HILLSBORO MARKET CENTER 260,420 2,982,137 3,436,730 260,420 6,418,867
HILLSBORO MARKET CTR PHASE II 2,266,350 6,608,9861,867,753 -
2,266,350 6,608,986
HINSDALE LAKE COMMONS 4,217,840 15,039,854 2,018,2092,032,960 5,729,008 15,546,89515,561,646 -
HYDE PARK 9,240,000 33,340,181 4,425,049 9,735,102 37,270,1284,917,860 9,767,813 37,730,228 -
INGLEWOOD PLAZA 1,300,000 1,862,406 161,926 1,300,000 2,024,332 -
KELLER TOWN CENTER 2,293,527 12,239,464 313,877405,218 2,293,527 12,553,34112,644,682
KERNERSVILLE PLAZA 1,741,562 6,081,020 538,639552,139 1,741,562 6,619,6596,633,159 -
KINGSDALE SHOPPING CENTER 3,866,500 14,019,614 5,439,651 4,027,691 19,298,074
LAGRANGE MARKETPLACE 983,923 3,294,003 133,933 983,923 3,427,9365,451,850 4,027,515 19,310,449 -
LAKE PINE PLAZA 2,008,110 6,908,986 612,580630,980 2,008,110 7,521,5667,539,966 -
LAKESHORE 1,617,940 5,371,499 98,565301,762 1,617,940 5,470,0645,673,261 -
LEETSDALE MARKETPLACE 3,420,000 9,933,701 42,56776,293 3,420,000 9,976,26810,009,994 -
LITTLETON SQUARE 2,030,000 8,254,964 48,723100,420 2,030,000 8,303,6878,355,384 -
LLOYD KING CENTER 1,779,180 8,854,803 24,280175,073 1,779,180 8,879,0839,029,876 -
LOEHMANNS PLAZA GEORGIA 3,981,525 14,117,891 946,6771,044,427 3,981,525 15,064,56815,162,318 -
LOEHMANNS PLAZA CALIFORNIA 5,420,000 8,679,135 353,800352,600 5,420,000 9,032,935
LYNNHAVEN 2,880,885 4,405,706 99,558 2,880,885 4,505,2649,031,735 -
MACARTHUR PARK REPURCHASE 1,929,750 - - 1,929,750 - -
MAINSTREET SQUARE 1,274,027 4,491,897 175,788 1,274,027 4,667,68586,605 1,161,449 4,691,080 -
MARINERS VILLAGE 1,628,000 5,907,835 380,202421,332 1,628,000 6,288,0376,329,167 -
MARKET AT PRESTON FOREST 4,400,000 10,752,712 54,347 4,400,000 10,807,059 -
MARKET AT ROUND ROCK 2,000,000 9,676,170 120,503132,445 2,000,000 9,796,6739,808,615 -
MARKETPLACE ST PETE 1,287,000 4,662,740 423,669573,569 1,287,000 5,086,4095,236,309 -
MARTIN DOWNS VILLAGE CENTER 2,000,000 5,133,495 4,150,1824,272,854 2,437,664 8,846,0138,968,685 -
MARTIN DOWNS VILLAGE SHOPPES 700,000 1,207,861 3,399,4873,519,882 817,135 4,490,2134,610,608 -
MATLOCK CENTER 2,502,361 3,031,475 - 2,502,361 3,031,475 -
MAXTOWN ROAD (NORTHGATE) 1,753,136 6,244,449 74,87782,566 1,753,136 6,319,3266,327,015 -
MAYNARD CROSSING 4,066,381 14,083,800 1,310,7641,312,764 4,066,381 15,394,56415,396,564 -
MEMORIAL BEND SHOPPING CENTER 3,256,181 11,546,660 2,481,6102,655,788 3,366,181 13,918,27014,092,448 -
MILLHOPPER 1,073,390 3,593,523 1,508,5661,702,035 1,073,390 5,102,0895,295,558 -
MILLS POINTE 2,000,000 11,919,176 98,833 2,000,000 12,018,009 -
MOCKINGBIRD COMMON 3,000,000 9,675,600 282,843368,327 3,000,000 9,958,44310,043,927 -
MONUMENT JACKSON CREEK 2,999,482 6,476,151 11,406 2,999,482 6,487,557 -
MORNINGSIDE PLAZA 4,300,000 13,119,929 149,119159,119 4,300,000 13,269,04813,279,048 -
MURRAYHILL MARKETPLACE 2,600,000 15,753,034 1,850,4391,933,725 2,669,805 17,533,66817,616,954 -
NASHBORO 1,824,320 7,167,679 432,712450,712 1,824,320 7,600,3917,618,391 -
NEWBERRY SQUARE 2,341,460 8,466,651 1,382,2821,398,340 2,341,460 9,848,9339,864,991 -
NEWLAND CENTER 12,500,000 12,221,279 650,513(1,983,513) 12,500,000 12,871,79210,237,766 -
NORTH HILLS 4,900,000 18,972,202 157,984167,220 4,900,000 19,130,18619,139,422 -
NORTHLAKE VILLAGE I 2,662,000 9,684,740 401,957 2,662,000 10,086,697 -
NORTHVIEW PLAZA 1,956,961 8,694,879 146,414 1,956,961 8,841,293 -
OAKBROOK PLAZA 4,000,000 6,365,704 149,953 4,000,000 6,515,657 -
OCEAN BREEZE 1,250,000 3,341,199 4,006,102 1,527,400 7,069,901 -
OLD ST AUGUSTINE PLAZA 2,047,151 7,355,162 1,565,906 2,107,151 8,861,068 -
PACES FERRY PLAZA 2,811,522 9,967,557 2,225,045 2,811,622 12,192,502 -
PALM TRAILS PLAZA 2,438,996 5,818,523 (157,470) 2,022,454 6,077,595 -
PANTHER CREEK 14,413,781 12,079,254 2,020,132 14,413,781 14,099,386 -
PARK PLACE SHOPPING CENTER 2,231,745 7,974,362 425,997 2,231,745 8,400,359 -
PASEO VILLAGE 2,550,000 7,780,102 517,073 2,550,000 8,297,175 -
PEACHLAND PROMENADE 1,284,562 5,143,564 269,388 1,284,561 5,412,953 -
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 1,151,836 5,077,406 20,012,019 -
PIMA CROSSING 5,800,000 24,891,690 810,877 5,800,000 25,702,567 -
PINE LAKE VILLAGE 6,300,000 10,522,041 138,688 6,300,000 10,660,729 -
PINE TREE PLAZA 539,000 1,995,927 3,487,695 539,000 5,483,622 -
PLAZA HERMOSA 4,200,000 9,369,630 605,836 4,200,000 9,975,466 -
Total Cost
Net of
Accumulated Accumulated
Total Depreciation Depreciation Mortgages
------------- ------------- --------------- --------------
GRANDE OAK 11,204,153 418,800 10,785,353
KROGER NEW ALBANY CENTER 10,318,989 1,142,713 9,176,276 8,190,517
HANCOCK 34,759,343 3,429,620 31,329,723 -
HARPETH VILLAGE FIELDSTONE 11,589,487 1,382,277 10,207,210 -
HERITAGE LAND 12,390,000 - 12,390,000 -
HERITAGE PLAZA 25,294,642 3,257,969 22,036,673 -
HERSHEY 831,501 62,590 768,911 -
HILLCREST VILLAGE 3,467,753 227,778 3,239,975 -
HINSDALE 21,290,654 2,081,066 19,209,588 -
HYDE PARK 47,498,041 6,203,814 41,294,227 -
INGLEWOOD PLAZA 3,324,332 277,982 3,046,350 -
KELLER TOWN CENTER 14,938,209 1,395,219 13,542,990 -
KERNERSVILLE PLAZA 8,374,721 958,986 7,415,735 4,788,416
KINGSDALE SHOPPING CENTER 23,337,964 3,114,393 20,223,571 -
LAKE PINE PLAZA 9,548,076 1,097,004 8,451,072 5,415,066
LAKESHORE 7,291,201 854,362 6,436,839 3,373,320
LEETSDALE MARKETPLACE 13,429,994 1,241,153 12,188,841 -
LITTLETON SQUARE 10,385,384 1,016,350 9,369,034 -
LLOYD KING CENTER 10,809,056 1,170,719 9,638,337 -
LOEHMANNS PLAZA GEORGIA 19,143,843 3,411,704 15,732,139 -
LOEHMANNS PLAZA CALIFORNIA 14,451,735 1,216,100 13,235,635 -
MACARTHUR PARK REPURCHASE 1,929,750 - 1,929,750 -
MAINSTREET SQUARE 5,852,529 856,658 4,995,871 -
MARINERS VILLAGE 7,957,167 1,186,923 6,770,244 -
MARKET AT PRESTON FOREST 15,207,059 1,294,018 13,913,041 -
MARKET AT ROUND ROCK 11,808,615 1,233,402 10,575,213 6,693,790
MARKETPLACE ST PETE 6,523,309 1,118,243 5,405,066 -
MARTIN DOWNS VILLAGE CENTER 11,406,349 2,774,289 8,632,060 -
MARTIN DOWNS VILLAGE SHOPPES 5,427,743 1,296,594 4,131,149 -
MATLOCK CENTER 5,533,836 271,612 5,262,224 -
MAXTOWN ROAD (NORTHGATE) 8,080,151 974,958 7,105,193 4,855,598
MAYNARD CROSSING 19,462,945 2,236,323 17,226,622 10,746,828
MEMORIAL BEND SHOPPING CENTER 17,458,629 3,331,325 14,127,304 6,883,068
MILLHOPPER 6,368,948 2,122,545 4,246,403 -
MILLS POINTE 14,018,009 1,522,863 12,495,146 -
MOCKINGBIRD COMMON 13,043,927 1,343,234 11,700,693 -
MONUMENT JACKSON CREEK 9,487,039 1,102,487 8,384,552 -
MORNINGSIDE PLAZA 17,579,048 1,702,209 15,876,839 -
MURRAYHILL MARKETPLACE 20,286,759 2,370,667 17,916,092 7,380,510
NASHBORO 9,442,711 916,191 8,526,520 -
NEWBERRY SQUARE 12,206,451 2,996,731 9,209,720 -
NEWLAND CENTER 22,737,766 1,812,616 20,925,150 -
NORTH HILLS 24,039,422 2,336,968 21,702,454 7,375,101
NORTHLAKE VILLAGE I 12,748,697 875,390 11,873,307 6,519,127
NORTHVIEW PLAZA 10,798,254 1,095,139 9,703,115 -
OAKBROOK PLAZA 10,515,657 961,441 9,554,216 -
OCEAN BREEZE 8,597,301 2,010,145 6,587,156 -
OLD ST AUGUSTINE PLAZA 10,968,219 1,943,918 9,024,301 -
PACES FERRY PLAZA 15,004,124 2,622,960 12,381,164 -
PALM TRAILS PLAZA 8,100,049 896,808 7,203,241 -
PANTHER CREEK 28,513,167 903,393 27,609,774 10,411,756
PARK PLACE SHOPPING CENTER 10,632,104 1,095,430 9,536,674 -
PASEO VILLAGE 10,847,175 1,120,664 9,726,511 -
PEACHLAND PROMENADE 6,697,514 1,394,468 5,303,046 -
PEARTREE VILLAGE 24,697,857 3,345,197 21,352,660 11,797,330
PIKE CREEK 25,089,425 2,989,959 22,099,466 -
PIMA CROSSING 31,502,567 3,135,772 28,366,795 -
PINE LAKE VILLAGE 16,960,729 1,302,564 15,658,165 -
PINE TREE PLAZA 6,022,622 789,842 5,232,780 -
PLAZA HERMOSA 14,175,466 1,229,256 12,946,210 -
S-3
Initial Cost Total Cost
------------------------------------------------------------------- Cost Capitalized ---------------------------------------------------------------------------
Building & Subsequent to Building & Properties held
Land Improvements Acquisition Land Improvements ------------------ ---------------- -----------------for Sale
-------------- -------------- -------------- -------------- -------------- -----------
NORTHLAKE VILLAGE I 2,662,000 9,684,740 340,259 2,662,000 10,024,999
NORTHVIEW PLAZA 1,956,961 8,694,879 138,899 1,956,961 8,833,778
OAKBROOK PLAZA 4,000,000 6,365,704 133,553 4,000,000 6,499,257
OCEAN BREEZE 1,250,000 3,341,199 3,685,306 1,527,400 6,749,105
OLD ST AUGUSTINE PLAZA 2,047,151 7,355,162 1,424,429 2,107,151 8,719,591
PACES FERRY PLAZA 2,811,522 9,967,557 2,233,332 2,811,622 12,200,789
PALM HARBOUR SHOPPING VILLAGE 2,899,928 10,998,230 1,528,452 2,924,399 12,502,211
PALM TRAILS PLAZA 2,438,996 5,818,523 (183,158) 2,022,455 6,051,906
PANTHER CREEK 14,413,781 12,630,199 - 14,413,781 12,630,199
PARK PLACE 2,231,745 7,974,362 157,370 2,231,745 8,131,732
PARKWAY STATION 1,123,200 4,283,917 1,172,632 1,123,200 5,456,549
PASEO VILLAGE 2,550,000 7,780,102 475,253 2,550,000 8,255,355
PEACHLAND PROMENADE 1,284,562 5,143,564 223,965 1,284,561 5,367,530
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 1,151,836 5,077,406 20,012,019
PIMA CROSSING 5,800,000 24,891,690 284,931 5,800,000 25,176,621
PINE LAKE VILLAGE 6,300,000 10,522,041 74,288 6,300,000 10,596,329
PINE TREE PLAZA 539,000 1,995,927 3,473,980 539,000 5,469,907
PLAZA HERMOSA 4,200,000 9,369,630 230,836 4,200,000 9,600,466
POWELL STREET PLAZA 8,247,800 29,279,275 70,464181,172 8,247,800 29,349,73929,460,447
POWERS FERRY SQUARE 3,607,647 12,790,749 4,353,8814,414,410 3,607,647 17,144,63017,205,159 -
POWERS FERRY VILLAGE 1,190,822 4,223,606 287,187 1,190,822 4,510,793 -
PRESTON PARK 6,400,000 46,896,071 2,103,7512,176,558 6,400,000 48,999,82249,072,629 -
PRESTONWOOD PARK 8,076,836 14,938,333 -141,442 8,076,836 14,938,33315,079,775 -
QUEENSBOROUGH 1,826,000 6,501,056 (759,623)(279,019) 1,357,797 6,209,636
REDLANDS 363,994 3,489,243 (209,543) 198,245 3,445,4496,690,240 -
REGENCY COURT 3,571,337 12,664,014 (1,320,288)(548,766) 3,571,337 11,343,726
REGENCY MILFORD 1,085,922 4,409,129 (22,161) 1,085,922 4,386,96812,115,248 -
REGENCY SQUARE BRANDON 577,975 18,156,719 10,357,61310,449,611 4,770,279 24,322,02824,414,026 -
RIVERMONT STATION 2,887,213 10,445,109 138,900164,150 2,887,213 10,584,00910,609,259 -
RONA PLAZA 1,500,000 4,356,480 21,19154,336 1,500,000 4,377,671
ROSEWOOD SHOPPING CENTER 2,904,182 2,648,862 178,476 2,904,182 2,827,3384,410,816 -
RRC AL ONE INC 546,829 2,187,314 7,550 546,829 2,194,864 -
RUSSELL RIDGE 2,153,214 - 6,642,2786,675,083 2,215,341 6,580,1516,612,956 -
SAMMAMISH HIGHLAND 9,300,000 7,553,288 127,436135,310 9,300,000 7,680,7247,688,598 -
SAN LEANDRO 1,300,000 7,891,091 131,293136,871 1,300,000 8,022,384
SANDY PLAINS VILLAGE 2,906,640 10,412,440 1,865,465 2,906,640 12,277,9058,027,962 -
SANTA ANA DOWTOWNDOWNTOWN 4,240,000 7,319,468 819,555 4,240,000 8,139,023 SEDGEFIELD VILLAGE 2,328,658 2,335,895 (94,730) 2,328,658 2,241,165-
SEQUOIA STATION 9,100,000 17,899,819 102,824155,399 9,100,000 18,002,64318,055,218 -
SHERWOOD CROSSROADS 2,731,038 3,611,502 1,549,2411,759,565 2,731,038 5,160,7435,371,067 -
SHERWOOD MARKET CENTER 3,475,000 15,897,972 80,972 3,475,000 15,978,944 SHILOH PHASE II 288,135 1,822,692 (672,692) 494,498 943,637-
SHILOH SPRINGS 4,968,236 7,859,381 1,147,071 5,244,084 8,730,6044,400,095 5,738,582 11,489,130 -
SHOPPES AT MASON 1,576,656 5,357,855 64,540 1,576,656 5,422,395 -
1,576,656 5,357,855SOMERSET CROSSING 8,744,636 7,819,222 - 8,744,636 7,819,222 -
SOUTH MOUNTAIN 934,179 - - 934,179 - -
SOUTH POINT PLAZA 5,000,000 10,085,995 92,365 5,000,000 10,178,360 SOUTH POINTE-
SOUTHPOINT CROSSING 4,399,303 11,116,491 924,186924,187 4,399,303 12,040,67712,040,678 -
SOUTHCENTER 1,300,000 12,250,504 6,206210,956 1,300,000 12,256,710
SOUTHGATE VILLAGE 1,335,335 5,193,599 467,358 1,398,991 5,597,30112,461,460 -
SOUTHPARK 3,077,667 9,399,976 130,557153,373 3,077,667 9,530,5339,553,349 -
ST ANN SQUARE 1,541,883 5,597,282 24,976(1,218,543) 1,541,883 5,622,2584,378,739 -
STARKE 71,306 1,709,066 (34,578)4,062 71,306 1,674,4881,713,128 -
STATLER SQUARE PHASE I 2,227,819 7,479,952 757,814 2,227,819 8,237,766 -
STERLING RIDGE 12,845,777 10,508,77110,085,096 1,914,222 12,845,777 11,999,318 -
12,845,777 10,508,771STONEBRIDGE CENTER 1,598,336 3,020,759 7,681 1,598,336 3,028,440 -
STRAWFLOWER VILLAGE 4,060,228 7,232,936 325,930 4,060,228 7,558,866 -
STROH RANCH 4,138,423 7,110,856 955,975 4,279,745 7,925,509 -
SUNNYSIDE 205 1,200,000 8,703,281 228,353 1,200,000 8,931,634 -
TALL OAKS VILLAGE CENTER 1,857,680 6,736,045 42,768 1,857,680 6,778,813 -
TARRANT PARKWAY PLAZA 173,050 - - 173,050 - -
TASSAJARA CROSSING 8,560,000 14,899,929 137,093 8,560,000 15,037,022 -
THE MARKET AT OPITZ CROSSING 9,902,423 8,338,698 778,965 9,902,423 9,117,663 -
THE MARKETPLACE ALEX CITY 1,211,605 4,056,242 (1,067,839) - - 4,200,008
THE PROVINCES 2,224,650 3,943,811 73,897 2,224,650 4,017,708 -
THE SHOPS 3,292,565 2,320,029 821,875 3,292,563 3,141,906 -
THE SHOPS OF SANTA BARBARA 9,476,801 1,322,639 - 9,476,801 1,322,639 -
THOMAS LAKE 6,000,000 10,301,811 180,374 6,000,000 10,482,185 -
TOWN CENTER AT MARTIN DOWNS 1,364,000 4,985,410 102,844 1,364,000 5,088,254 -
TOWN SQUARE 438,302 1,555,481 6,917,112 882,895 8,028,000 -
TROPHY CLUB 2,595,158 10,467,465 140,090 2,595,158 10,607,555 -
TROPHY CLUB OUTPARCELS - - - - - -
TWIN PEAKS 5,200,000 25,119,758 128,311 5,200,000 25,248,069 -
UNION SQUARE SHOPPING CENTER 1,578,654 5,933,889 454,111 1,578,656 6,387,998 -
UNIVERSITY COLLECTION 2,530,000 8,971,597 743,609 2,530,000 9,715,206 -
UNIVERSITY MARKETPLACE 3,250,562 7,044,579 (3,178,167) 3,532,046 3,584,928 -
VALLEY RANCH CENTRE 3,021,181 10,727,623 30,696 3,021,181 10,758,319 -
VENTURA VILLAGE 4,300,000 6,351,012 209,370 4,300,000 6,560,382 -
VILLAGE CENTER 6 3,885,444 10,799,316 971,822 3,885,444 11,771,138 -
VILLAGE IN TRUSSVILLE 973,954 3,260,627 387,731 1,141,677 3,480,635 -
VISTOSO CENTER 196,691 - - 196,691 - -
WALKER CENTER 3,840,000 6,417,522 205,666 3,840,000 6,623,188 -
WATERFORD TOWNE CENTER 5,650,058 6,843,671 1,835,068 6,493,010 7,835,787 -
WELLEBY 1,496,000 5,371,636 1,954,764 1,496,000 7,326,400 -
WELLINGTON TOWN SQUARE 1,914,000 7,197,934 1,106,550 2,026,500 8,191,984 -
Total Cost
Net of
Accumulated Accumulated
Total Depreciation Depreciation Mortgages
------------- ------------- --------------- --------------
POWELL STREET PLAZA 37,708,247 1,506,445 36,201,802 -
POWERS FERRY SQUARE 20,812,806 3,668,578 17,144,228 -
POWERS FERRY VILLAGE 5,701,615 1,008,420 4,693,195 2,729,281
PRESTON PARK 55,472,629 5,928,592 49,544,037 -
PRESTONWOOD PARK 23,156,611 1,751,564 21,405,047 -
QUEENSBOROUGH 8,048,037 1,384,201 6,663,836 -
REGENCY COURT 15,686,585 743,248 14,943,337 -
REGENCY SQUARE BRANDON 29,184,305 9,848,728 19,335,577 -
RIVERMONT STATION 13,496,472 1,759,884 11,736,588 -
RONA PLAZA 5,910,816 533,047 5,377,769 -
RRC AL ONE INC 2,741,693 481,788 2,259,905 -
RUSSELL RIDGE 8,828,297 1,554,574 7,273,723 -
SAMMAMISH HIGHLAND 16,988,598 969,536 16,019,062 -
SAN LEANDRO 9,327,962 1,050,057 8,277,905 -
SANTA ANA DOWNTOWN 12,379,023 1,128,581 11,250,442 -
SEQUOIA STATION 27,155,218 2,207,152 24,948,066 -
SHERWOOD CROSSROADS 8,102,105 240,664 7,861,441 -
SHERWOOD MARKET CENTER 19,453,944 2,053,179 17,400,765 -
SHILOH SPRINGS 17,227,712 3,257,701 13,970,011 -
SHOPPES AT MASON 6,999,051 802,598 6,196,453 3,550,863
SOMERSET CROSSING 16,563,858 68,628 16,495,230 -
SOUTH MOUNTAIN 934,179 - 934,179 -
SOUTH POINT PLAZA 15,178,360 1,267,425 13,910,935 -
SOUTHPOINT CROSSING 16,439,981 1,567,654 14,872,327 -
SOUTHCENTER 13,761,460 1,485,388 12,276,072 -
SOUTHPARK 12,631,016 1,173,506 11,457,510 -
ST ANN SQUARE 5,920,622 1,149,531 4,771,091 4,339,211
STARKE 1,784,434 126,830 1,657,604 -
STATLER SQUARE PHASE I 10,465,585 1,284,502 9,181,083 5,001,575
STERLING RIDGE 24,845,095 775,872 24,069,223 10,708,498
STONEBRIDGE CENTER 4,626,776 198,550 4,428,226 -
STRAWFLOWER VILLAGE 11,619,094 971,475 10,647,619 -
STROH RANCH 12,205,254 1,257,097 10,948,157 -
SUNNYSIDE 205 10,131,634 1,142,148 8,989,486 -
TALL OAKS VILLAGE CENTER 8,636,493 299,572 8,336,921 6,316,571
TARRANT PARKWAY PLAZA 173,050 - 173,050 -
TASSAJARA CROSSING 23,597,022 1,832,954 21,764,068 -
THE MARKET AT OPITZ CROSSING 19,020,086 286,621 18,733,465 12,482,633
THE MARKETPLACE ALEX CITY 4,200,008 - 4,200,008 -
THE PROVINCES 6,242,358 266,811 5,975,547 -
THE SHOPS 6,434,469 34,755 6,399,714 -
THE SHOPS OF SANTA BARBARA 10,799,440 9,431 10,790,009 -
THOMAS LAKE 16,482,185 1,247,885 15,234,300 -
TOWN CENTER AT MARTIN DOWNS 6,452,254 911,861 5,540,393 -
TOWN SQUARE 8,910,895 983,949 7,926,946 -
TROPHY CLUB 13,202,713 983,472 12,219,241 -
TROPHY CLUB OUTPARCELS - 12,466 (12,466) -
TWIN PEAKS 30,448,069 3,134,293 27,313,776 -
UNION SQUARE SHOPPING CENTER 7,966,654 1,273,202 6,693,452 -
UNIVERSITY COLLECTION 12,245,206 1,864,844 10,380,362 -
UNIVERSITY MARKETPLACE 7,116,974 228,284 6,888,690 -
VALLEY RANCH CENTRE 13,779,500 1,334,566 12,444,934 -
VENTURA VILLAGE 10,860,382 805,860 10,054,522 -
VILLAGE CENTER 6 15,656,582 2,551,179 13,105,403 -
VILLAGE IN TRUSSVILLE 4,622,312 1,054,355 3,567,957 -
VISTOSO CENTER 196,691 - 196,691 -
WALKER CENTER 10,463,188 853,170 9,610,018 -
WATERFORD TOWNE CENTER 14,328,797 1,414,506 12,914,291 -
WELLEBY 8,822,400 1,969,307 6,853,093 -
WELLINGTON TOWN SQUARE 10,218,484 1,616,774 8,601,710 -
S-4
Initial Cost Total Cost
------------------------------------------------------------------- Cost Capitalized ---------------------------------------------------------------------------
Building & Subsequent to Building & Properties held
Land Improvements Acquisition Land Improvements ------------------ ---------------- -----------------for Sale
-------------- -------------- -------------- -------------- -------------- -----------
STONEBRIDGE CENTER 1,598,336 3,020,759 (84,103) 1,598,336 2,936,656
STRAWFLOWER VILLAGE 4,060,228 7,232,936 196,628 4,060,228 7,429,564
STROH RANCH 4,138,423 7,110,856 944,607 4,279,745 7,914,141
SUNNYSIDE 205 1,200,000 8,703,281 214,173 1,200,000 8,917,454
TALL OAKS 1,857,680 6,736,045 - 1,857,680 6,736,045
TASSAJARA CROSSING 8,560,000 14,899,929 101,614 8,560,000 15,001,543
TEQUESTA SHOPPES 1,782,000 6,426,042 (2,549,137) - -
TERRACE WALK 1,196,286 2,935,683 347,039 1,196,286 3,282,722
THE MARKETPLACE 1,211,605 4,056,242 2,996,750 1,758,434 6,506,163
THE PROVINCES 2,224,650 3,943,811 (96,930) 2,224,650 3,846,881
THOMAS LAKE 6,000,000 10,301,811 5,660 6,000,000 10,307,471
TORRANCE STROUDS 1,849,423 1,741,690 - 1,849,423 1,741,690
TOWN CENTER AT MARTIN DOWNS 1,364,000 4,985,410 98,264 1,364,000 5,083,674
TOWN SQUARE 438,302 1,555,481 6,422,821 882,895 7,533,709
TROPHY CLUB 2,595,158 10,467,465 - 2,595,158 10,467,465
TWIN PEAKS 5,200,000 25,119,758 128,311 5,200,000 25,248,069
UNION SQUARE SHOPPING CENTER 1,578,654 5,933,889 432,411 1,578,656 6,366,298
UNIVERSITY COLLECTION 2,530,000 8,971,597 629,677 2,530,000 9,601,274
UNIVERSITY MARKETPLACE 3,250,562 7,044,579 (3,487,946) 3,532,046 3,275,149
VALLEY RANCH CENTRE 3,021,181 10,727,623 14,526 3,021,181 10,742,149
VENTURA VILLAGE 4,300,000 6,351,012 149,521 4,300,000 6,500,533
VILLAGE CENTER 6 3,885,444 10,799,316 910,411 3,885,444 11,709,727
VILLAGE IN TRUSSVILLE 973,954 3,260,627 317,865 973,954 3,578,492
WALKER CENTER 3,840,000 6,417,522 200,486 3,840,000 6,618,008
WATERFORD TOWNE CENTER 5,650,058 6,843,671 1,486,871 6,493,010 7,487,590
WELLEBY 1,496,000 5,371,636 1,883,781 1,496,000 7,255,417
WELLINGTON TOWN SQUARE 1,914,000 7,197,934 988,532 1,914,000 8,186,466
WEST END 32,500 1,888,211 (29,810)1,220 32,500 1,858,401
WEST HILLS 2,200,000 6,045,233 7,105 2,200,000 6,052,3381,889,431 -
WEST PARK PLAZA 5,840,225 4,991,746 230,797285,957 5,840,225 5,222,5435,277,703 -
WESTBROOK COMMONS 3,366,000 11,928,393 57,730414,004 3,366,000 11,986,12312,342,397 -
WESTCHESTER PLAZA 1,857,048 6,456,178 692,058870,436 1,857,048 7,148,2367,326,614 -
WESTLAKE VILLAGE CENTER 7,042,728 25,744,011 765,909 7,042,728 26,509,920839,535 7,042,729 26,583,545 -
WHITE OAK - DOVER, DE 2,146,550 2,995,295 55,196 2,143,656 3,053,385139,134 2,143,654 3,137,325 -
WILLA SPRINGS SHOPPING CENTER 2,004,438 9,266,550 (972,620) 2,004,438 8,293,930(215,778) 2,143,784 8,911,426 -
WINDMILLER PLAZA PHASE I 2,620,355 11,190,526 1,115,2401,138,591 2,620,355 12,305,76612,329,117 -
WOODCROFT SHOPPING CENTER 1,419,000 5,211,981 541,423546,342 1,419,000 5,753,4045,758,323 -
WOODMAN VAN NUYS 5,500,000 6,835,246 209,857328,616 5,500,000 7,045,1037,163,862 -
WOODMEN PLAZA 6,014,033 10,077,698 (102,327)(82,372) 6,645,284 9,344,1209,364,075 -
WOODSIDE CENTRAL 3,500,000 8,845,697 78,17487,860 3,500,000 8,923,8718,933,557 -
WORTHINGTON PARK CENTRE 3,346,203 10,053,858 986,6441,010,093 3,346,203 11,040,50211,063,951 -
OPERATING BUILD TO SUIT PROPERTIES 17,833,494 7,381,58711,713,346 6,322,184 - 17,833,494 7,381,587
-----------------------------------------------------------------------------------------
699,756,405 1,806,967,608 180,622,456 715,255,513 1,966,432,051
=========================================================================================11,713,346 6,322,184
------------------------------------------------------------------------------------------
721,456,740 1,740,838,443 194,080,507 738,101,034 1,914,074,648 4,200,008
==========================================================================================
S-5
Total Cost
Total Cost
----------------------------------- Net of
Properties held Accumulated Accumulated
for Sale
Total Depreciation Depreciation Mortgages
------------------------------ ------------- --------------- -------------- --------------- ---------------- -----------
ALDEN BRIDGE - 23,535,176 238,391 23,296,785 10,429,774
AMERIGE HEIGHTS TOWN CENTER - 22,411,872 1,063,253 21,348,619 -
ARAPAHO VILLAGE - 9,146,299 858,832 8,287,467 -
ASHBURN FARM MARKET CENTER - 14,629,223 276,321 14,352,902 -
ASHFORD PLACE - 12,349,116 1,922,423 10,426,693 4,186,394
AVENTURA SHOPPING CENTER - 12,843,322 4,170,225 8,673,097 -
BECKETT COMMONS - 10,184,704 918,058 9,266,646 -
BENEVA - 11,924,825 996,105 10,928,720 -
BENT TREE PLAZA - 8,596,991 892,045 7,704,946 -
BERKSHIRE COMMONS - 10,635,290 2,035,589 8,599,701 -
BETHANY PARK PLACE - 10,468,486 1,190,928 9,277,558 -
BLOOMINGDALE - 18,454,042 1,876,168 16,577,874 -
BLOSSOM VALLEY - 18,298,123 1,040,618 17,257,505 -
BOLTON PLAZA - 10,392,112 1,926,693 8,465,419 -
BONNERS POINT - 3,998,295 968,180 3,030,115 -
BOULEVARD CENTER - 13,766,071 994,325 12,771,746 -
BOYNTON LAKES PLAZA - 14,165,380 1,446,078 12,719,302 -
BRIARCLIFF LA VISTA - 3,842,526 780,214 3,062,312 -
BRIARCLIFF VILLAGE - 28,960,434 4,217,870 24,742,564 12,531,048
BUCKHEAD COURT - 9,622,721 1,479,647 8,143,074 -
BUCKLEY SQUARE - 8,283,222 616,851 7,666,371 -
CAMBRIDGE SQUARE - 5,068,728 630,643 4,438,085 -
CARMEL COMMONS - 13,530,561 1,630,245 11,900,316 -
CARRIAGE GATE - 4,994,353 1,454,401 3,539,952 -
CASA LINDA PLAZA - 35,658,635 3,078,273 32,580,362 -
CENTER OF SEVEN SPRINGS - 3,592,660 346,327 3,246,333 -
CHAMPIONS FOREST - 11,451,760 867,564 10,584,196 -
CHASEWOOD PLAZA - 19,935,458 4,599,899 15,335,559 -
CHERRY GROVE - 18,276,304 1,760,830 16,515,474 -
CHERRY PARK MARKET - 19,069,061 1,834,955 17,234,106 -
CHERRY STREET - 6,832,944 165,046 6,667,898 -
CHESIRE STATION - 18,360,931 401,450 17,959,481 -
COCHRAN'S CROSSING - 23,705,220 240,095 23,465,125 5,816,004
COOPER STREET - 12,805,013 1,046,021 11,758,992 -
COSTA VERDE - 38,392,809 3,259,351 35,133,458 -
COUNTRY CLUB - 5,034,976 1,044,164 3,990,812 -
COUNTRY CLUB CALIF - 14,781,622 1,138,349 13,643,273 -
COURTYARD SHOPPING CENTER - 5,866,578 - 5,866,578 -
CREEKSIDE PHASE II - 2,208,268 111,004 2,097,264 -
CROMWELL SQUARE - 8,493,034 1,239,028 7,254,006 -
CUMMING 400 - 11,489,892 1,679,829 9,810,063 6,101,134
DELK SPECTRUM - 14,168,776 1,449,280 12,719,496 9,563,345
DIABLO PLAZA - 13,106,452 854,103 12,252,349 -
DICKSON TN 2,243,495 125,748 2,117,747
DUNWOODY HALL - 13,818,015 1,602,685 12,215,330 -
DUNWOODY VILLAGE - 15,190,060 1,788,037 13,402,023 -
EAST POINTE - 9,518,417 1,015,840 8,502,577 4,566,501
EAST PORT PLAZA - 12,990,949 321,298 12,669,651 -
EL CAMINO - 18,912,440 1,174,897 17,737,543 -
EL NORTE PARKWAY PLA - 9,296,979 669,835 8,627,144 -
ENCINA GRANDE - 15,702,818 1,075,315 14,627,503 -
FENTON MARKETPLACE - 13,173,411 360,448 12,812,963 -
FLEMING ISLAND - 14,175,261 953,648 13,221,613 2,995,516
S-6
Total Cost Total Cost
----------------------------------- Net of
Properties held Accumulated Accumulated
for Sale Total Depreciation Depreciation Mortgages
----------------- -------------- --------------- ---------------- -----------
FOLSOM PRAIRIE CITY - 15,201,966 433,124 14,768,842
FRANKLIN SQUARE - 16,452,059 1,702,365 14,749,694 -
FRIARS MISSION - 34,092,277 2,599,697 31,492,580 16,712,289
FRISCO PRESTONBROOK - 12,806,121 1,107,323 11,698,798 -
GARDEN SQUARE - 10,215,564 1,116,382 9,099,182 -
GARNER FESTIVAL - 27,362,168 2,286,183 25,075,985 -
GLENWOOD VILLAGE - 5,958,303 865,220 5,093,083 1,803,015
GRANDE OAK 11,343,240 122,490 11,220,750
HAMPSTEAD VILLAGE - 10,343,989 854,399 9,489,590 9,088,701
HANCOCK - 33,860,400 2,652,899 31,207,501 -
HARPETH VILLAGE FIELDSTONE - 11,589,487 1,147,613 10,441,874 -
HERITAGE LAND - 12,390,000 - 12,390,000 -
HERITAGE PLAZA - 24,822,032 2,492,913 22,329,119 -
HERSHEY - 814,501 41,966 772,535 -
HIGHLAND SQUARE - 22,539,386 2,078,074 20,461,312 3,455,408
HILLCREST VILLAGE - 3,453,697 178,434 3,275,263 -
HILLSBORO MARKET CENTER 6,679,287 129,095 6,550,192 -
HILLSBORO MARKET CTR PHASE II 8,875,336 13,248 8,862,088
HINSDALE LAKE COMMONS - 21,275,903 1,620,169 19,655,734 -
HYDE PARK - 47,005,230 5,148,977 41,856,253 -
INGLEWOOD PLAZA - 3,324,332 213,568 3,110,764 -
KELLER TOWN CENTER 14,846,868 978,902 13,867,966 -
KERNERSVILLE PLAZA - 8,361,221 785,323 7,575,898 4,890,002
KINGSDALE SHOPPING CENTER - 23,325,765 2,524,215 20,801,550 -
LAGRANGE MARKETPLACE - 4,411,859 924,549 3,487,310 -
LAKE PINE PLAZA - 9,529,676 899,511 8,630,165 5,546,430
LAKESHORE - 7,088,004 694,345 6,393,659 3,455,153
LEETSDALE MARKETPLACE - 13,396,268 979,471 12,416,797 -
LITTLETON SQUARE - 10,333,687 796,451 9,537,236 -
LLOYD KING CENTER - 10,658,263 925,884 9,732,379 -
LOEHMANNS PLAZA - 19,046,093 2,877,056 16,169,037 -
LOEHMANNS PLAZA CALIFORNIA - 14,452,935 937,674 13,515,261 -
LYNNHAVEN 7,386,149 9,856 7,376,293
MAINSTREET SQUARE - 5,941,712 715,657 5,226,055 -
MARINERS VILLAGE - 7,916,037 983,913 6,932,124 -
MARKET AT PRESTON FOREST - 15,207,059 1,023,080 14,183,979 -
MARKET AT ROUND ROCK - 11,796,673 966,694 10,829,979 6,865,056
MARKETPLACE ST PETE - 6,373,409 959,526 5,413,883 -
MARTIN DOWNS VILLAGE CENTER - 11,283,677 2,334,101 8,949,576 -
MARTIN DOWNS VILLAGE SHOPPES - 5,307,348 1,162,062 4,145,286 -
MAXTOWN ROAD (NORTHGATE) - 8,072,462 797,990 7,274,472 4,989,474
MAYNARD CROSSING - 19,460,945 1,828,282 17,632,663 10,974,680
MEMORIAL BEND SHOPPING CENTER - 17,284,451 2,785,982 14,498,469 7,221,233
MILLHOPPER - 6,175,479 1,839,423 4,336,056 -
MILLS POINTE - 14,018,009 1,192,072 12,825,937 -
MOCKINGBIRD COMMON - 12,958,443 1,038,897 11,919,546 -
MONUMENT JACKSON CREEK - 9,487,039 833,723 8,653,316 -
MORNINGSIDE PLAZA - 17,569,048 1,336,936 16,232,112 -
MURRAYHILL MARKETPLACE - 20,203,473 1,791,162 18,412,311 7,613,250
NASHBORO - 9,424,711 723,973 8,700,738 -
NEWBERRY SQUARE - 12,190,393 2,652,667 9,537,726 -
NEWLAND CENTER - 25,371,792 1,410,374 23,961,418 -
NORTH HILLS - 24,030,186 1,840,335 22,189,851 7,740,499
S-7
Total Cost Total Cost
----------------------------------- Net of
Properties held Accumulated Accumulated
for Sale Total Depreciation Depreciation Mortgages
----------------- -------------- --------------- ---------------- -----------
NORTHLAKE VILLAGE I - 12,686,999 587,938 12,099,061 6,648,152
NORTHVIEW PLAZA - 10,790,739 858,738 9,932,001 -
OAKBROOK PLAZA - 10,499,257 743,306 9,755,951 -
OCEAN BREEZE - 8,276,505 1,693,420 6,583,085 -
OLD ST AUGUSTINE PLAZA - 10,826,742 1,615,741 9,211,001 -
PACES FERRY PLAZA - 15,012,411 2,208,679 12,803,732 -
PALM HARBOUR SHOPPING VILLAGE - 15,426,610 2,085,516 13,341,094 -
PALM TRAILS PLAZA - 8,074,361 726,494 7,347,867 -
PANTHER CREEK - 27,043,980 273,188 26,770,792 10,489,641
PARK PLACE - 10,363,477 869,269 9,494,208 -
PARKWAY STATION - 6,579,749 913,855 5,665,894 -
PASEO VILLAGE - 10,805,355 858,694 9,946,661 -
PEACHLAND PROMENADE - 6,652,091 1,216,828 5,435,263 -
PEARTREE VILLAGE - 24,697,857 2,806,081 21,891,776 12,027,522
PIKE CREEK - 25,089,425 2,386,412 22,703,013 11,497,054
PIMA CROSSING - 30,976,621 2,435,186 28,541,435 -
PINE LAKE VILLAGE - 16,896,329 1,025,954 15,870,375 -
PINE TREE PLAZA - 6,008,907 625,002 5,383,905 -
PLAZA HERMOSA - 13,800,466 956,111 12,844,355 -
POWELL STREET PLAZA 37,597,539 766,362 36,831,177 -
POWERS FERRY SQUARE - 20,752,277 3,069,440 17,682,837 -
POWERS FERRY VILLAGE - 5,701,615 850,709 4,850,906 2,773,243
PRESTON PARK - 55,399,822 4,618,099 50,781,723 -
PRESTONWOOD PARK - 23,015,169 1,195,402 21,819,767
QUEENSBOROUGH - 7,567,433 662,946 6,904,487 -
REDLANDS - 3,643,694 163,223 3,480,471
REGENCY COURT - 14,915,063 356,576 14,558,487 -
REGENCY MILFORD - 5,472,890 158,466 5,314,424
REGENCY SQUARE BRANDON - 29,092,307 9,006,534 20,085,773 -
RIVERMONT STATION - 13,471,222 1,482,920 11,988,302 -
RONA PLAZA - 5,877,671 420,188 5,457,483 -
ROSEWOOD SHOPPING CENTER - 5,731,520 5,086 5,726,434 -
RUSSELL RIDGE - 8,795,492 1,374,806 7,420,686 -
SAMMAMISH HIGHLAND - 16,980,724 760,032 16,220,692 -
SAN LEANDRO - 9,322,384 816,498 8,505,886 -
SANDY PLAINS VILLAGE - 15,184,545 2,042,950 13,141,595 -
SANTA ANA DOWTOWN - 12,379,023 849,974 11,529,049 -
SEDGEFIELD VILLAGE - 4,569,823 215,367 4,354,456 -
SEQUOIA STATION - 27,102,643 1,732,455 25,370,188 -
SHERWOOD CROSSROADS - 7,891,781 138,146 7,753,635 -
SHERWOOD MARKET CENTER - 19,453,944 1,618,185 17,835,759 -
SHILOH PHASE II - 1,438,135 104,131 1,334,004 -
SHILOH SPRINGS - 13,974,688 2,737,594 11,237,094 -
SHOPPES AT MASON - 6,934,511 656,765 6,277,746 3,637,003
SOUTH POINT PLAZA - 15,178,360 997,169 14,181,191 -
SOUTH POINTE CROSSING - 16,439,980 1,236,425 15,203,555 -
SOUTHCENTER - 13,556,710 1,169,332 12,387,378 -
SOUTHGATE VILLAGE - 6,996,292 187,504 6,808,788 5,309,307
SOUTHPARK - 12,608,200 919,357 11,688,843 -
ST ANN SQUARE - 7,164,141 964,229 6,199,912 4,488,979
STARKE - 1,745,794 84,013 1,661,781 -
STATLER SQUARE - 10,465,585 1,062,101 9,403,484 5,111,624
STERLING RIDGE - 23,354,548 236,404 23,118,144 10,839,265
S-8
Total Cost Total Cost
----------------------------------- Net of
Properties held Accumulated Accumulated
for Sale Total Depreciation Depreciation Mortgages
----------------- -------------- --------------- ---------------- -----------
STONEBRIDGE CENTER - 4,534,992 122,160 4,412,832 -
STRAWFLOWER VILLAGE - 11,489,792 749,990 10,739,802 -
STROH RANCH - 12,193,886 927,756 11,266,130 -
SUNNYSIDE 205 - 10,117,454 891,375 9,226,079 -
TALL OAKS - 8,593,725 121,383 8,472,342 6,373,672
TASSAJARA CROSSING - 23,561,543 1,444,118 22,117,425 -
TEQUESTA SHOPPES 5,658,905 5,658,905 - 5,658,905 -
TERRACE WALK - 4,479,008 975,731 3,503,277 -
THE MARKETPLACE - 8,264,597 1,606,893 6,657,704 -
THE PROVINCES - 6,071,531 157,870 5,913,661 -
THOMAS LAKE - 16,307,471 981,901 15,325,570 -
TORRANCE STROUDS - 3,591,113 11,860 3,579,253 -
TOWN CENTER AT MARTIN DOWNS - 6,447,674 778,316 5,669,358 -
TOWN SQUARE - 8,416,604 689,711 7,726,893 -
TROPHY CLUB - 13,062,623 626,227 12,436,396 -
TWIN PEAKS - 30,448,069 2,472,872 27,975,197 -
UNION SQUARE SHOPPING CENTER - 7,944,954 1,093,623 6,851,331 -
UNIVERSITY COLLECTION - 12,131,274 1,549,780 10,581,494 -
UNIVERSITY MARKETPLACE - 6,807,195 105,829 6,701,366 -
VALLEY RANCH CENTRE - 13,763,330 1,054,937 12,708,393 -
VENTURA VILLAGE - 10,800,533 628,684 10,171,849 -
VILLAGE CENTER 6 - 15,595,171 2,189,149 13,406,022 -
VILLAGE IN TRUSSVILLE - 4,552,446 938,063 3,614,383 -
WALKER CENTER - 10,458,008 658,360 9,799,648 -
WATERFORD TOWNE CENTER - 13,980,600 1,027,549 12,953,051 -
WELLEBY - 8,751,417 1,651,250 7,100,167 -
WELLINGTON TOWN SQUARE - 10,100,466 1,374,667 8,725,799 -
WEST END 1,921,931 202,562 1,719,369 - 1,890,901 155,329 1,735,572 -
WEST HILLS - 8,252,338 575,993 7,676,345 5,031,871
WEST PARK PLAZA - 11,062,768 506,537 10,556,23111,117,928 652,195 10,465,733 -
WESTBROOK COMMONS - 15,352,123 515,072 14,837,05115,708,397 845,742 14,862,655 -
WESTCHESTER PLAZA - 9,005,284 1,116,144 7,889,140 5,348,0029,183,662 1,376,082 7,807,580 5,205,745
WESTLAKE VILLAGE CENTER - 33,552,648 2,929,200 30,623,44833,626,274 3,693,796 29,932,478 -
WHITE OAK - DOVER, DE 5,280,979 244,951 5,036,028 - 5,197,041 124,114 5,072,927
WILLA SPRINGS SHOPPING CENTER 11,055,210 779,140 10,276,070 - 10,298,368 500,551 9,797,817
WINDMILLER PLAZA PHASE I 14,949,472 1,697,278 13,252,194 - 14,926,121 1,362,933 13,563,188
WOODCROFT SHOPPING CENTER 7,177,323 1,184,100 5,993,223 - 7,172,404 998,559 6,173,845
WOODMAN VAN NUYS - 12,545,103 696,545 11,848,558 5,299,63512,663,862 908,003 11,755,859 5,063,698
WOODMEN PLAZA 16,009,359 2,092,807 13,916,552 - 15,989,404 1,540,049 14,449,355
WOODSIDE CENTRAL 12,433,557 1,094,484 11,339,073 - 12,423,871 864,066 11,559,805
WORTHINGTON PARK CENTRE 14,410,154 1,954,980 12,455,174 - 14,386,705 1,585,106 12,801,599
OPERATING BUILD TO SUIT PROPERTIES 18,035,530 2,008,298 16,027,232 -
25,215,081 2,568,229 22,646,852
--------------------------------------------------------------------------------------------
5,658,905 2,687,346,469 244,595,928 2,442,750,541 241,419,876
============================================================================================-------------------------------------------------------------
2,656,375,690 285,664,875 2,370,710,815 217,399,852
=============================================================
S-9S-5
REGENCY CENTERS CORPORATION
Combined Real Estate and Accumulated Depreciation
December 31, 20022003
Depreciation and amortization of the Company's investmentinvestments in buildings and
improvements reflected in the statements of operation isoperations are 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 $2.6
billion at December 31, 2002.2003.
The changes in total real estate assets for the periodperiods ended December 31, 2003,
2002 2001 and 2000:2001:
2003 2002 2001
2000
---------------- ----------------- ---------------- ------------------
Balance, beginning of period $ 2,692,503,225 2,673,164,289 2,561,795,627 2,401,953,304
Developed or acquired properties 396,879,130238,963,468 402,035,886 187,979,361 219,887,989
Sale of properties (287,547,490) (397,202,939) (88,410,037) (56,037,062)
Provision for loss on operating and development properties (1,968,520) (4,369,480) (1,595,136) (12,995,412)
Reclass accumulated depreciation to adjust building basis 439,854 (7,021,279) (1,627,178)
-Reclass accumulated depreciation related to properties
held for sale (2,536,766) (3,408,624) (815,400)
Reclass accumulated depreciation related to properties
held for sale recharacterized in 2002 to properties to be
held and used 7,363,145 (815,400) (10,147,692)- 10,771,769 -
Improvements 16,521,919 18,533,603 15,837,052
19,134,500
---------------- ----------------- ---------------- ------------------
Balance, end of period $ 2,687,346,4692,656,375,690 2,692,503,225 2,673,164,289
2,561,795,627
================ ================= ================ ==================
The changes in accumulated depreciation for the periodperiods ended December 31, 2003,
2002 2001 and 2000:2001:
2003 2002 2001
2000
---------------- ----------------- ---------------- ------------------
Balance, beginning of period $ 244,595,928 202,325,324 147,053,900 104,467,176
Prior depreciation Midland JV'SJV's transferred in - 2,433,269
1,662,125
Sale of properties (23,707,664) (23,593,423) (5,052,051) (3,800,803)
Reclass accumulated depreciation
to adjust building basis 439,854 (7,021,279) (1,627,178)
-Reclass accumulated depreciation related to properties
held for sale (2,536,766) (3,408,624) (815,400)
Reclass accumulated depreciation related to properties
held for sale recharacterized in 2002 to properties to be
held and used 7,363,145 (815,400) (10,147,692)- 10,771,769 -
Depreciation expense for period 66,873,523 65,522,161 60,332,784
54,873,094
---------------- ----------------- ---------------- ------------------
Balance, end of period $ 285,664,875 244,595,928 202,325,324
147,053,900
================ ================= ================ ==================
S-10S-6