United States
SECURITIES AND EXCHANGE COMMISSION
Washington DC 20549
FORM 10-Q
(Mark One)
[X] For the quarterly period ended September 30, 2002
-or-
[ ]Transition Report Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
For the transition period from ________ to ________
Commission File Number 0-24763
REGENCY CENTERS, L.P.
---------------------
(Exact name of registrant as specified in its charter)
Delaware 59-3429602
-------- ----------
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
121 West Forsyth Street, Suite 200
Jacksonville, Florida 32202
---------------------------
(Address of principal executive offices) (Zip Code)
(904) 598-7000
--------------
(Registrant's telephone number, including area code)
Unchanged
---------
(Former name, former address and former fiscal year,
if changed since last report)
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes [X] No[ ]
Indicate by check mark whether the registrant is an accelerated filer (as
defined in Rule 12b-2 of the Exchange Act). Yes [X] No[ ]
REGENCY CENTERS, L.P.
Consolidated Balance Sheets
September 30, 2002 and December 31, 2001
(unaudited)
2002 2001
---- ----
Assets
Real estate investments:
Land $ 723,482,935 600,081,672
Buildings and improvements 2,104,866,689 1,914,961,155
---------------- ----------------
2,828,349,624 2,515,042,827
Less: accumulated depreciation 247,879,090 202,325,324
---------------- ----------------
2,580,470,534 2,312,717,503
Properties in development 263,736,898 408,437,476
Operating properties held for sale 6,433,262 158,121,462
Investments in real estate partnerships 103,174,194 75,229,636
---------------- ----------------
Net real estate investments 2,953,814,888 2,954,506,077
Cash and cash equivalents 46,869,774 27,853,264
Notes receivable 3,100,000 32,504,941
Tenant receivables, net of allowance for uncollectible accounts
of $4,275,207 and $4,980,335 at September 30, 2002 and
December 31, 2001, respectively 40,952,944 47,723,145
Deferred costs, less accumulated amortization of $24,497,882 and
$20,402,059 at September 30, 2002 and December 31, 2001, respectively 36,835,055 34,399,242
Other assets 17,885,057 12,327,567
---------------- ----------------
$ 3,099,457,718 3,109,314,236
================ ================
Liabilities and Partners' Capital
Liabilities:
Notes payable 1,265,531,797 1,022,720,748
Unsecured line of credit 130,000,000 374,000,000
Accounts payable and other liabilities 71,787,899 73,434,322
Tenants' security and escrow deposits 9,252,677 8,656,456
---------------- ----------------
Total liabilities 1,476,572,373 1,478,811,526
---------------- ----------------
Limited partners' interest in consolidated partnerships 4,062,169 3,940,011
---------------- ----------------
Partners' Capital:
Series A preferred units, par value $50: 1,600,000 units issued and
outstanding at September 30, 2002 and December 31, 2001, respectively 78,800,000 78,800,000
Series B preferred units, par value $100: 850,000 units issued and
outstanding at September 30, 2002 and December 31, 2001, respectively 82,799,720 82,799,720
Series C preferred units, par value $100: 750,000 units issued and
outstanding at September 30, 2002 and December 31, 2001, respectively 73,058,577 73,058,577
Series D preferred units, par value $100: 500,000 units issued and
outstanding at September 30, 2002 and December 31, 2001, respectively 49,157,977 49,157,977
Series E preferred units, par value $100: 700,000 units issued and
outstanding at September 30, 2002 and December 31, 2001, respectively 68,221,579 68,221,579
Series F preferred units, par value $100: 240,000 units issued and
outstanding at September 30, 2002 and December 31, 2001, respectively 23,365,799 23,365,799
General partner; 60,047,637 and 59,088,958 units outstanding
at September 30, 2002 and December 31, 2001, respectively 1,212,929,291 1,219,050,856
Limited partners; 1,509,458 and 1,555,636 units outstanding
at September 30, 2002 and December 31, 2001, respectively 30,490,233 32,108,191
---------------- ----------------
Total partners' capital 1,618,823,176 1,626,562,699
---------------- ----------------
Commitments and contingencies
$ 3,099,457,718 3,109,314,236
================ ================
See accompanying notes to consolidated financial statements.
2
REGENCY CENTERS, L.P.
Consolidated Statements of Operations
For the Three Months ended September 30, 2002 and 2001
(unaudited)
2002 2001
---- ----
Revenues:
Minimum rent $ 72,688,390 64,729,862
Percentage rent 533,119 188,633
Recoveries from tenants 21,407,406 18,298,799
Service operations revenue 8,301,507 9,075,710
Equity in income of investments in
real estate partnerships 1,302,058 233,262
---------------- ----------------
Total revenues 104,232,480 92,526,266
---------------- ----------------
Operating expenses:
Depreciation and amortization 18,645,739 16,197,630
Operating and maintenance 13,554,446 11,843,305
General and administrative 6,097,587 4,469,616
Real estate taxes 10,497,726 9,080,051
Other expenses 245,026 1,315,127
---------------- ----------------
Total operating expenses 49,040,524 42,905,729
---------------- ----------------
Other expense:
Interest expense, net of interest income of $889,113
and $1,737,839 in 2002 and 2001, respectively 21,335,243 15,940,154
Loss on sale of operating properties 56,754 136,932
Provison for loss on operating properties 160,000 -
---------------- ----------------
Total other expense 21,551,997 16,077,086
---------------- ----------------
Income before minority interests 33,639,959 33,543,451
Minority interest of limited partners (125,173) (324,206)
---------------- ----------------
Income from continuing operations 33,514,786 33,219,245
Discontinued operations:
Operating income from discontinued operations 415,006 2,478,146
Gain on sale of operating properties and properties in development 2,577,422 -
---------------- ----------------
Income from discontinued operations 2,992,428 2,478,146
---------------- ----------------
Net income 36,507,214 35,697,391
Preferred unit distributions (8,368,752) (8,368,752)
---------------- ----------------
Net income for common unitholders $ 28,138,462 27,328,639
================ ================
Income per common unit - Basic:
Income from continuing operations $ 0.41 0.41
Discontinued operations $ 0.05 0.04
---------------- ----------------
Net income for common unitholders per unit $ 0.46 0.45
================ ================
Income per common unit - Diluted:
Income from continuing operations $ 0.41 0.41
Discontinued operations $ 0.05 0.04
---------------- ----------------
Net income for common unitholders per unit $ 0.46 0.45
================ ================
See accompanying notes to consolidated financial statements
3
REGENCY CENTERS, L.P.
Consolidated Statements of Operations
For the Nine Months ended September 30, 2002 and 2001
(unaudited)
2002 2001
---- ----
Revenues:
Minimum rent $ 210,086,364 189,536,181
Percentage rent 1,502,275 1,824,455
Recoveries from tenants 60,815,029 53,970,005
Service operations revenue 12,436,245 22,963,918
Equity in income of investments in
real estate partnerships 4,187,268 2,125,524
---------------- ----------------
Total revenues 289,027,181 270,420,083
---------------- ----------------
Operating expenses:
Depreciation and amortization 52,743,656 47,345,357
Operating and maintenance 38,282,684 34,813,906
General and administrative 15,308,741 13,387,373
Real estate taxes 30,880,321 27,405,867
Other expenses 954,618 4,666,749
---------------- ----------------
Total operating expenses 138,170,020 127,619,252
---------------- ----------------
Other expense (income):
Interest expense, net of interest income of $2,333,821
and $5,003,490 in 2002 and 2001, respectively 61,931,066 49,800,131
Gain on sale of operating properties (1,437,471) (961,373)
Provison for loss on operating properties 2,524,480 -
Other income (2,383,524) -
---------------- ----------------
Total other expense 60,634,551 48,838,758
---------------- ----------------
Income before minority interests 90,222,610 93,962,073
Minority interest of limited partners (360,158) (456,707)
---------------- ----------------
Income from continuing operations 89,862,452 93,505,366
Discontinued operations:
Operating income from discontinued operations 5,462,841 7,602,856
Gain on sale of operating properties and properties in development 7,419,323 -
---------------- ----------------
Income from discontinued operations 12,882,164 7,602,856
---------------- ----------------
Net income 102,744,616 101,108,222
Preferred unit distributions (25,106,256) (25,106,255)
---------------- ----------------
Net income for common unitholders $ 77,638,360 76,001,967
================ ================
Income per common unit - Basic:
Income from continuing operations $ 1.04 1.12
Discontinued operations $ 0.22 0.13
---------------- ----------------
Net income for common unitholders per unit $ 1.26 1.25
================ ================
Income per common unit - Diluted:
Income from continuing operations $ 1.04 1.12
Discontinued operations $ 0.22 0.13
---------------- ----------------
Net income for common unitholders per unit $ 1.26 1.25
================ ================
See accompanying notes to consolidated financial statements
4
REGENCY CENTERS, L.P.
Consolidated Statement of Changes in Partners' Capital
For the Nine Months ended September 30, 2002
(unaudited)
Preferred General Limited Total
--------- ------- ------- -----
Balance at
December 31, 2001 $ 375,403,652 1,219,050,856 32,108,191 1,626,562,699
Net income 25,106,256 75,715,949 1,922,411 102,744,616
Cash distributions for dividends (91,171,758) (2,342,688) (93,514,446)
Preferred unit distribution (25,106,256) - - (25,106,256)
Purchase of Regency stock and
corresponding units - (2,725,000) - (2,725,000)
Units converted for cash - - (83,232) (83,232)
Units issued as a result of
common stock issued by Regency,
net of repurchases - 10,944,795 - 10,944,795
Units exchanged for common
stock of Regency - 1,153,357 (1,153,357) -
Reallocation of limited partners' interest - (38,908) 38,908 -
---------------- ---------------- ---------------- ----------------
Balance at
September 30, 2002 $ 375,403,652 1,212,929,291 30,490,233 1,618,823,176
================ ================ ================ ================
See accompanying notes to consolidated financial statements
5
REGENCY CENTERS, L.P.
Consolidated Statements of Cash Flows
For the Nine Months ended September 30, 2002 and 2001
(unaudited)
2002 2001
---- ----
Cash flows from operating activities:
Net income $ 102,744,616 101,108,222
Adjustments to reconcile net income to net
cash provided by operating activities:
Depreciation and amortization 54,158,411 49,741,350
Deferred loan cost and debt premium amortization 1,127,586 790,671
Services provided by Regency in exchange for units 6,188,453 5,181,067
Minority interest of limited partners 360,158 456,707
Equity in income of investments in real estate partnerships (4,187,268) (2,125,524)
Gain on sale of operating properties (8,856,794) (961,373)
Provision for loss on operating properties 2,524,480 -
Other income (2,383,524) -
Distributions from operations of investments in real estate
partnerships 3,652,021 1,212,769
Changes in assets and liabilities:
Tenant receivables 5,498,346 991,906
Deferred leasing costs (8,224,925) (6,550,023)
Other assets (6,407,285) 12,141
Tenants' security and escrow deposits 870,593 169,728
Accounts payable and other liabilities (15,717,379) (14,438,585)
------------------ ------------------
Net cash provided by operating activities 131,347,489 135,589,056
------------------ ------------------
Cash flows from investing activities:
Acquisition and development of real estate (230,052,759) (200,352,530)
Proceeds from sale of real estate 265,119,869 125,198,763
Acquistion of partners' interest in investments
in real estate partnerships, net of cash acquired - 2,416,621
Investment in real estate partnerships (24,447,654) (38,361,267)
Capital improvements (12,014,208) (11,210,416)
Proceeds from sale of real estate partnerships 2,388,319 2,967,481
Repayments from notes receivable, net 37,357,641 65,350,068
Distributions received from investments in real estate partnerships 7,262,434 13,883,995
------------------ ------------------
Net cash provided by (used in) investing activities 45,613,642 (40,107,285)
------------------ ------------------
Cash flows from financing activities:
Net proceeds from the issuance of Regency stock
and exchangeable partnership units 9,932,137 53,164
Repurchase of Regency stock and corresponding units (2,725,000) (38,102)
Redemption of partnership units (83,232) (110,487)
Net distributions to limited partners in consolidated partnerships (238,000) (5,275,985)
Distributions to preferred unit holders (25,106,256) (25,106,255)
Cash distributions for dividends (93,514,446) (90,721,534)
Net proceeds from fixed rate unsecured notes 249,625,000 219,707,400
Repayment of unsecured line of credit, net (244,000,000) (203,000,000)
Repayment of notes payable, net (45,589,300) (42,024,001)
Scheduled principal payments (4,164,277) (4,562,245)
Deferred loan costs (2,081,247) (9,113,126)
------------------ ------------------
Net cash used in financing activities (157,944,621) (160,191,171)
------------------ ------------------
Net increase (decrease) in cash and cash equivalents 19,016,510 (64,709,400)
Cash and cash equivalents at beginning of period 27,853,264 100,987,895
------------------ ------------------
Cash and cash equivalents at end of period $ 46,869,774 36,278,495
================== ==================
6
REGENCY CENTERS, L.P.
Consolidated Statements of Cash Flows
For the Nine Months ended September 30, 2002 and 2001
(unaudited)
continued
2002 2001
---- ----
Supplemental disclosure of cash flow information - cash paid for interest (net
of capitalized interest of approximately
$11,020,043 and $15,744,921 in 2002 and 2001, respectively) $ 63,557,496 61,239,008
================== ==================
Supplemental disclosure of non-cash transactions:
Mortgage loans assumed for the acquisition of real estate $ 46,747,196 5,470,479
================== ==================
Notes receivable taken in connection with sales of operating properties
and properties in development $ 7,952,700 29,922,096
================== ==================
Real estate contributed as investment in real estate partnerships $ 12,612,410 10,107,978
================== ==================
Exchangeable operating partnership units and common stock
issued for the acquisition of partners' interest in investments in
real estate partnerships $ - 541,884
================== ==================
See accompanying notes to consolidated financial statements.
7
REGENCY CENTERS, L.P.
Notes to Consolidated Financial Statements
September 30, 2002
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 June 30, 2002, 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.
The financial statements reflect all adjustments which are of a
normal recurring nature, and in the opinion of management, are
necessary to properly state the results of operations and
financial position. Certain information and footnote disclosures
normally included in financial statements prepared in accordance
with accounting principles generally accepted in the United States
of America have been condensed or omitted although management
believes that the disclosures are adequate to make the information
presented not misleading. The financial statements should be read
in conjunction with the financial statements and notes thereto
included in the Partnership's December 31, 2001 Form 10-K/A filed
with the Securities and Exchange Commission.
(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
provide 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 recovery of real estate taxes and CAM costs are recognized
when earned.
Service operations revenue includes management fees, commission
income, and development-related profits from the sales of real
estate. Service operations revenue does not include gains or
losses from the sale of operating properties.
8
REGENCY CENTERS, L.P.
Notes to Consolidated Financial Statements
September 30, 2002
(b) Revenues (continued)
The Partnership accounts for profit recognition on sales of real
estate in accordance with 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.
(c) Real Estate Investments
Land, buildings and improvements are recorded at cost. All direct
and indirect costs clearly associated with the acquisition,
development and construction of real estate projects are
capitalized as buildings and improvements.
Maintenance and repairs that do not improve or extend the useful
lives of the respective assets are reflected in operating and
maintenance expense. The property cost includes the capitalization
of interest expense incurred during construction based on average
outstanding expenditures.
Depreciation is computed using the straight-line method over
estimated useful lives of up to forty years for buildings and
improvements, term of lease for tenant improvements, and three to
seven years for furniture and equipment.
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.
In 2001, we classified $158.0 million of operating properties as
held for sale on the balance sheet. With the adoption of Statement
144, we determined that those 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 in
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 that 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.
9
REGENCY CENTERS, L.P.
Notes to Consolidated Financial Statements
September 30, 2002
(c) Real Estate Investments (continued)
The Partnership reviews its real estate portfolio for impairment
whenever events or changes in circumstances indicate that the
carrying amount of an asset may not be recoverable. Regency
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 down to fair value for held and used assets and fair
value less costs to sell for held for sale assets. During the
second quarter, the Partnership recorded a provision for
impairment loss of $2.4 million on an operating property (Retail
segment) as a result of the Kmart store closing, combined with an
earlier closing of an adjacent Winn-Dixie grocery store. The fair
value of the operating property was determined by using prices for
similar assets in the market.
The Partnership's properties have operations and cash flows that
can be clearly distinguished from the rest of the Partnership. In
accordance with Statement 144, the operations and gains on sales
reported in discontinued operations include those operating
properties and properties in development for 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. The operations and gains on sales of operating
properties sold to real estate partnerships in which the
Partnership has some continuing involvement are reported as income
from continuing operations.
(d) Recent Accounting Pronouncements
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". 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 the provisions related to the rescission of SFAS No. 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 during
the nine month period ended September 30, 2002.
In July 2002, the FASB issued SFAS No. 146, "Accounting for Costs
Associated with Exit or Disposal Activities". The Statement
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 No. 146 is
effective for exit and disposal activities initiated after
December 31, 2002. The Partnership has not yet assessed the impact
of this statement, however it does not believe it will have a
material effect on the financial statements.
(e) Reclassifications
Certain reclassifications have been made to the 2001 amounts to
conform to classifications adopted in 2002.
10
REGENCY CENTERS, L.P.
Notes to Consolidated Financial Statements
September 30, 2002
2. Segments
The Partnership was formed, and currently operates, for the purpose of 1)
operating and developing Partnership-owned retail shopping centers
(Retail segment), and 2) developing properties intended for sale
(including shopping centers, outparcels and build-to-suit properties) and
providing management services to 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 net
operating income for the Retail segment and income for the Service
operations segment 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 include
gains and losses on the sale of operating properties and properties in
development, 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 results for the
individual retail shopping centers have been aggregated since all of the
Partnership's shopping centers exhibit highly similar economic
characteristics as neighborhood shopping centers, and offer similar
degrees of risk and opportunities for growth. FFO as defined by the
National Association of Real Estate Investment Trusts consists of net
income (computed in accordance with generally accepted accounting
principles) excluding gains (or losses) from extraordinary debt
restructuring and sales of income-producing property held for investment,
plus depreciation and amortization of real estate, and adjustments for
unconsolidated investments in real estate partnerships and joint
ventures. In connection with the effective date of Statement 144, the
definition of FFO was amended to include amounts reported as income/loss
from the operations of discontinued operations. The Partnership further
adjusts FFO by distributions made to holders of Units and preferred stock
that results in a diluted FFO amount. The Partnership considers diluted
FFO to be the industry standard for reporting the operations of REITs.
Adjustments for investments in real estate partnerships are calculated to
reflect diluted FFO on the same basis. While management believes that
diluted FFO is the most relevant and widely used measure of the
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
below, may not be comparable to similarly titled measures of other REITs.
The accounting policies of the segments are the same as those described
in note 1. The revenues, diluted FFO, and assets for each of the
reportable segments are summarized as follows for the three month and
nine month periods ended September 30, 2002, and 2001. Assets not
attributable to a particular segment consist primarily of cash and
deferred costs.
11
REGENCY CENTERS, L.P.
Notes to Consolidated Financial Statements
September 30, 2002
2. Segments (continued)
For the three months ended
September 30, 2002 September 30, 2001
Revenues:
Retail segment $ 95,930,973 83,450,556
Service operations segment 8,301,507 9,075,710
------------------------- -------------------------
Total revenues $ 104,232,480 92,526,266
========================= =========================
Funds from Operations:
Retail segment net operating income $ 74,123,403 64,868,414
Service operations segment income 8,992,579 9,075,710
Adjustments to calculate diluted FFO:
Interest expense, net (21,335,243) (15,940,154)
General and administrative and other (6,342,613) (5,784,743)
Non-real estate depreciation (495,122) (601,589)
Minority interest of limited partners (125,173) (324,206)
Loss on sale of operating properties 56,754 136,932
Gain on sale of operating properties -
discontinued operations (1,886,350) -
Depreciation and amortization of
discontinued operations 99,199 775,140
Minority interest in depreciation
and amortization (51,506) (57,377)
Share of joint venture depreciation
and amortization 372,288 124,861
Distributions on preferred units (8,368,752) (8,368,752)
------------------------- -------------------------
Funds from Operations - diluted 45,039,464 43,904,236
------------------------- -------------------------
Reconciliation to net income for common unitholders:
Real estate related depreciation
and amortization (18,249,816) (16,371,181)
Minority interest in depreciation
and amortization 51,506 57,377
Share of joint venture depreciation
and amortization (372,288) (124,861)
Provision for loss on operating properties (160,000) -
Loss on sale of operating properties (56,754) (136,932)
Gain on sale of operating properties -
discontinued operations 1,886,350 -
------------------------- -------------------------
Net income for common unitholders $ 28,138,462 27,328,639
========================= =========================
12
REGENCY CENTERS, L.P.
Notes to Consolidated Financial Statements
September 30, 2002
2. Segments (continued)
For the nine months ended
September 30, 2002 September 30, 2001
Revenues:
Retail segment $ 276,590,936 247,456,165
Service operations segment 12,436,245 22,963,918
------------------------- -------------------------
Total revenues $ 289,027,181 270,420,083
========================= =========================
Funds from Operations:
Retail segment net operating income $ 219,460,013 193,800,621
Service operations segment income 14,723,798 22,963,918
Adjustments to calculate diluted FFO:
Interest expense, net (61,931,066) (49,800,131)
Other income 2,383,524 -
General and administrative and other (16,263,359) (18,054,122)
Non-real estate depreciation (1,353,936) (1,451,437)
Minority interest of limited partners (360,158) (456,707)
Gain on sale of operating properties (1,437,471) (1,954,840)
Gain on sale of operating properties -
discontinued operations (5,131,770) -
Depreciation and amortization of
discontinued operations 1,414,755 2,395,993
Minority interest in depreciation
and amortization (148,886) (155,801)
Share of joint venture depreciation
and amortization 1,010,144 496,553
Distributions on preferred units (25,106,256) (25,106,255)
------------------------- -------------------------
Funds from Operations - diluted 127,259,332 122,677,792
------------------------- -------------------------
Reconciliation to net income for common unitholders:
Real estate related depreciation
and amortization (52,804,475) (48,289,913)
Minority interest in depreciation
and amortization 148,886 155,801
Share of joint venture depreciation
and amortization (1,010,144) (496,553)
Provision for loss on operating properties (2,524,480) -
Gain on sale of operating properties 1,437,471 1,954,840
Gain on sale of operating properties -
discontinued operations 5,131,770 -
------------------------- -------------------------
Net income for common unitholders $ 77,638,360 76,001,967
========================= =========================
September 30, 2002 December 31, 2001
Assets (in thousands):
Retail segment $ 2,667,594 2,631,592
Service operations segment 330,274 403,142
Cash and other assets 101,590 74,580
------------------------- -------------------------
Total assets $ 3,099,458 3,109,314
========================= =========================
13
REGENCY CENTERS, L.P.
Notes to Consolidated Financial Statements
September 30, 2002
3. Discontinued Operations
During the first nine months, the Partnership sold 21 operating
properties for proceeds of $173.7 million. These sales resulted in a net
gain of $7.4 million, which is reflected as a gain on sale within
discontinued operations. The revenues from the properties disposed of
were $9.4 million and $15.6 million for the nine months ended September
30, 2002 and 2001, respectively. The operating income from these
properties was $5.5 million and $7.6 million for the nine months ended
September 30, 2002 and 2001, respectively. Discontinued operations for
the Retail segment and the Service operations segment were $10.6 million
and $2.3 million, respectively, for the nine months ended September 30,
2002.
4. Investments in Real Estate Partnerships
The Partnership accounts for all investments in which it owns 50% or less
and does not have controlling financial interest using the equity method.
The Partnership's combined investment in these partnerships was $103.2
million and $75.2 million at September 30, 2002 and December 31, 2001,
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.
In the first quarter, the Partnership sold two assets for proceeds of
$13.3 million to 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, in which the Partnership has a 25%
interest. In the third quarter the Partnership sold four development
assets to MCWR for proceeds of $59.6 million. As of September 30, 2002,
MCWR has acquired six shopping centers from the Partnership for $85.9
million, for which the Partnership received net proceeds of $73.0
million. Since the Partnership has a continuing involvement in these
properties, the gains recognized by the Partnership on these sales
represents gain recognition on only that portion of the sale to MCWR not
owned by the Partnership. The gains on these sales of $7.2 million are
recorded as gain on sale of operating properties and service operations
revenue in the Partnership's consolidated statements of operations.
During the third quarter, the Partnership sold one asset for proceeds of
$17.5 million to Columbia Regency Retail Partners, LLC ("Columbia"), a
joint venture with Columbia PERFCO Partners, L.P. ("PERFCO") that was
formed for the purpose of investing in retail shopping centers in which
the Partnership has a 20% interest.
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 a retail shopping center.
14
REGENCY CENTERS, L.P.
Notes to Consolidated Financial Statements
September 30, 2002
4. Investments in Real Estate Partnerships (continued)
The Partnership's investments in real estate partnerships as of September
30, 2002 and December 31, 2001 consist of the following (in thousands):
Ownership 2002 2001
--------- ---- ----
Columbia Regency Retail Partners, LLC 20% $ 31,742 31,092
Macquarie CountryWide-Regency, LLC 25% 15,470 4,180
OTR/Regency Texas Realty Holdings, L.P. 30% 16,486 16,590
RRG-RMC Tracy, LLC 50% 19,881 12,339
Tinwood, LLC 50% 10,770 7,177
Jog Road, LLC 50% 2,459 -
Valleydale, LLC 50% 6,366 -
Regency Ocean East Partnership, Ltd. 25% - 2,783
GME/RRG I, LLC 50% - 1,069
-------------- --------------
$ 103,174 75,230
============== ==============
Summarized financial information for the unconsolidated investments on a
combined basis, is as follows (in thousands):
September 30, December 31,
2002 2001
---- ----
Balance Sheets:
Investment property, net $ 406,966 286,096
Other assets 8,703 8,581
------------------- ------------------
Total assets $ 415,669 294,677
=================== ==================
Notes payable and other debt $ 112,482 67,489
Other liabilities 9,703 5,983
Equity and partners' capital 293,484 221,205
------------------- ------------------
Total liabilities and equity $ 415,669 294,677
=================== ==================
The revenues and expenses are summarized as follows for the three
month periods ended September 30, 2002 and 2001:
2002 2001
---- ----
Statements of Operations:
Total revenues $ 10,478 5,492
Total expenses 5,905 3,514
------------------- ------------------
Net income $ 4,573 1,978
=================== ==================
The revenues and expenses are summarized as follows for the nine month
periods ended September 30, 2002 and 2001:
2002 2001
---- ----
Statements of Operations:
Total revenues $ 31,708 16,982
Total expenses 16,711 9,257
------------------- ------------------
Net income $ 14,997 7,725
=================== ==================
Unconsolidated partnerships and joint ventures had mortgage loans payable
of $112.5 million at September 30, 2002 and the Partnership's
proportionate share of these loans was $25.6 million.
15
REGENCY CENTERS, L.P.
Notes to Consolidated Financial Statements
September 30, 2002
5. Notes Payable and Unsecured Line of Credit
The Partnership's outstanding debt at September 30, 2002 and December 31,
2001 consists of the following (in thousands):
2002 2001
---- ----
Notes Payable:
Fixed rate mortgage loans $ 241,558 240,091
Variable rate mortgage loans 25,043 21,691
Fixed rate unsecured loans 998,931 760,939
-------------- ---------------
Total notes payable 1,265,532 1,022,721
Unsecured line of credit 130,000 374,000
-------------- ---------------
Total $ 1,395,532 1,396,721
============== ===============
Interest rates paid on the line of credit (the "Line") at September 30,
2002 and 2001 were based on LIBOR plus .85% or 2.663% and 3.538%,
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 the Partnership completed a $250 million unsecured
debt offering with an interest rate of 6.75%. These notes were priced at
99.850%, are due on January 15, 2012 and are guaranteed by the Company.
The net proceeds of these offerings were used to reduce the balance of
the Line.
Mortgage loans are secured by certain real estate properties, and may be
prepaid, but could be subject to a yield-maintenance premium. Mortgage
loans are generally due in monthly installments of interest and principal
and mature over various terms through 2019. Variable interest rates on
mortgage loans are currently based on LIBOR plus a spread in a range of
130 basis points to 175 basis points. Fixed interest rates on mortgage
loans range from 6.64% to 9.5%.
As of September 30, 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
-------------------------- -------------- --------------- ---------------
2002 $ 1,377 6,042 7,419
2003 5,205 22,867 28,072
2004 (includes the Line) 5,353 350,899 356,252
2005 4,188 148,019 152,207
2006 3,761 24,093 27,854
Beyond 5 Years 25,177 791,992 817,169
Unamortized debt premiums - 6,559 6,559
-------------- --------------- ---------------
Total $ 45,061 1,350,471 1,395,532
============== =============== ===============
16
REGENCY CENTERS, L.P.
Notes to Consolidated Financial Statements
September 30, 2002
5. Notes Payable and Unsecured Line of Credit (continued)
During the third quarter, the Partnership assumed debt with a fair value
of $40.4 million related to the acquisition of four properties, which
includes debt premiums of $2.7 million based upon the above market
interest rates of the debt instruments. Debt premiums are being amortized
over the terms of the related debt instruments.
During the second quarter, the Partnership extinguished the debt on
Worthington Park Centre for the face amount of the note, resulting in the
recognition of a gain 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.
The fair value of the Partnership's notes payable and Line are estimated
based on the current rates available to the Partnership for debt of the
same remaining maturities. Variable rate notes payable and the Line are
considered to be at fair value, since the interest rates on such
instruments reprice based on current market conditions. Fixed rate loans
assumed in connection with real estate acquisitions are recorded in the
accompanying financial statements at fair value. Based on the borrowing
rates currently available to the Company for loans with similar terms and
average maturities, the fair value of long-term debt is $1.44 billion.
6. Regency's Stockholders' Equity and Partners' Capital
The Partnership issued Cumulative Redeemable Preferred Units ("Preferred
Units") in various amounts since 1998. The issues were sold primarily to
institutional investors in private placements for $100.00 per unit. The
Preferred Units, which may be called by the Partnership 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 10 years
from the date of issuance, the Preferred Units may be exchanged 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 into common stock of the Company. The
net proceeds of these offerings were used to reduce the Line. At
September 30, 2002 and December 31, 2001 the face value of total
preferred units issued was $384 million with an average fixed
distribution rate of 8.72%.
Terms and conditions of the Preferred Units are summarized as follows:
Units Issue Issuance Distribution Callable Exchangeable
Series Issued Price Amount Rate by Partnership by Unitholder
- -------------- ------------- --- --------------- -- ---------------- --------------- ----------------- ------------------
Series A 1,600,000 $ 50.00 $ 80,000,000 8.125% 06/25/03 06/25/08
Series B 850,000 100.00 85,000,000 8.750% 09/03/04 09/03/09
Series C 750,000 100.00 75,000,000 9.000% 09/03/04 09/03/09
Series D 500,000 100.00 50,000,000 9.125% 09/29/04 09/29/09
Series E 700,000 100.00 70,000,000 8.750% 05/25/05 05/25/10
Series F 240,000 100.00 24,000,000 8.750% 09/08/05 09/08/10
------------- ----------------
4,640,000 $ 384,000,000
============= ================
17
REGENCY CENTERS, L.P.
Notes to Consolidated Financial Statements
September 30, 2002
6. Regency's Stockholders' Equity and Partners' Capital (continued)
Security Capital owns approximately 58.5% of the outstanding common stock
of Regency; however, its ability to exercise voting control over these
shares is limited by the Stockholders Agreement by and among Regency,
Security Capital Holdings S.A., Security Capital U.S. Realty and The
Regency Group, Inc. dated as of July 10, 1996, as amended, 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 directions 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.
18
REGENCY CENTERS, L.P.
Notes to Consolidated Financial Statements
September 30, 2002
7. Earnings Per Unit
The following summarizes the calculation of basic and diluted earnings
per unit for the three month periods ended September 30, 2002, and 2001
(in thousands except per unit data):
2002 2001
----- ----
Numerator:
Income from continuing operations $ 33,515 33,220
Discontinued operations 2,993 2,478
---------------- -----------------
Net income 36,508 35,698
Less: Preferred unit distributions 8,369 8,369
---------------- -----------------
Net income for common unitholders 28,139 27,329
Less: Preferred stock dividends 759 744
---------------- -----------------
Net income for common unitholders -
Basic and Diluted $ 27,380 26,585
================ =================
Denominator:
-------------
Weighted average common units
outstanding for Basic EPU 59,857 59,112
Incremental units to be issued under
common stock using the Treasury Method 313 272
---------------- -----------------
Weighted average common units outstanding
for Diluted EPU 60,170 59,384
---------------- -----------------
Income per common unit - Basic
Income from continuing operations $ 0.41 0.41
Discontinued operations $ 0.05 0.04
---------------- -----------------
Net income for common unitholders
per unit $ 0.46 0.45
================ =================
Income per common unit - Diluted
Income from continuing operations $ 0.41 0.41
Discontinued operations $ 0.05 0.04
---------------- -----------------
Net income for common unitholders
per unit $ 0.46 0.45
================ =================
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 contributed to the Partnership. Accordingly, the
payment of Series 2 Preferred stock dividends are deemed to be
preferential to the distributions made to common unitholders.
19
REGENCY CENTERS, L.P.
Notes to Consolidated Financial Statements
September 30, 2002
7. Earnings Per Unit (continued)
The following summarizes the calculation of basic and diluted earnings
per unit for the nine month periods ended September 30, 2002, and 2001
(in thousands except per unit data):
2002 2001
----- -----
Numerator:
Income from continuing operations $ 89,862 93,505
Discontinued operations 12,882 7,603
---------------- -----------------
Net income 102,744 101,108
Less: Preferred unit distributions 25,106 25,106
---------------- -----------------
Net income for common unitholders 77,638 76,002
Less: Preferred stock dividends 2,276 2,221
---------------- -----------------
Net income for common unitholders -
Basic and Diluted $ 75,362 73,781
================ =================
Denominator:
-------------
Weighted average common units
outstanding for Basic EPU 59,608 59,016
Incremental units to be issued under
common stock using the Treasury Method 172 213
---------------- -----------------
Weighted average common units outstanding
for Diluted EPU 59,780 59,229
---------------- -----------------
Income per common unit - Basic
Income from continuing operations $ 1.04 1.12
Discontinued operations $ 0.22 0.13
---------------- -----------------
Net income for common unitholders
per unit $ 1.26 1.25
================ =================
Income per common unit - Diluted
Income from continuing operations $ 1.04 1.12
Discontinued operations $ 0.22 0.13
---------------- -----------------
Net income for common unitholders
per unit $ 1.26 1.25
================ =================
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 contributed to the Partnership. Accordingly, the
payment of Series 2 Preferred stock dividends are deemed to be
preferential to the distributions made to common unitholders.
20
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations
The following discussion should be read in conjunction with the
accompanying Consolidated Financial Statements and Notes thereto of Regency
Centers, L.P. ("RCLP" or "Partnership") appearing elsewhere within and the
parent company Regency Centers Corporation ("Regency" or "Company")
Organization
- ------------
Regency is a qualified real estate investment trust ("REIT") which
began operations in 1993. We previously operated under the name Regency Realty
Corporation, but changed our name to Regency Centers Corporation in February
2001 to more appropriately acknowledge our brand and position in the shopping
center industry. We invest in retail shopping centers through our partnership
interest in Regency Centers, L.P., an operating partnership in which Regency
currently owns approximately 98% of the outstanding common partnership units
("Units"). The acquisition, development, operations and financing activity of
Regency, including the issuance of Units or preferred units, is executed by
RCLP.
Shopping Center Business
- ------------------------
We are a national owner, operator and developer of grocery-anchored
neighborhood retail shopping centers. Our shopping centers summarized by state
and in order by largest holdings including their gross leasable areas (GLA)
follows:
September 30, 2002 December 31, 2001
% Leased % Leased
Location # Properties (a) GLA (a) (a) (b) # Properties (a) GLA (a) (a) (b)
-------------------------------------------- ----------------------------------------
Florida 54 6,240,479 90.6% 56 6,535,254 92.0%
Texas 42 5,208,075 94.0% 36 4,579,263 92.8%
California 38 4,820,159 98.6% 39 4,879,051 98.8%
Georgia 24 2,430,005 93.9% 26 2,556,471 93.3%
Ohio 14 1,878,034 89.9% 14 1,870,079 93.5%
Colorado 13 1,295,667 98.4% 12 1,188,480 99.2%
North Carolina 12 1,225,201 98.5% 13 1,302,751 98.1%
Washington 9 986,474 98.9% 9 1,095,457 98.1%
Oregon 8 827,031 93.7% 8 740,095 93.2%
Alabama 8 776,917 95.6% 7 665,440 95.3%
Arizona 8 586,812 86.7% 9 627,612 98.6%
Virginia 7 477,717 99.0% 6 408,368 97.6%
Tennessee 7 455,142 95.4% 10 493,860 99.4%
Missouri 2 370,572 97.0% 2 370,176 92.9%
South Carolina 5 339,256 100.0% 5 241,541 100.0%
Kentucky 4 318,682 94.7% 5 321,689 94.2%
Illinois 2 300,536 98.8% 2 300,162 91.6%
Michigan 3 279,265 91.2% 3 275,085 89.5%
Delaware 2 240,418 99.0% 2 240,418 99.3%
Mississippi 2 185,061 98.9% 2 185,061 98.3%
New Jersey 1 88,993 - 3 112,640 100.0%
Pennsylvania 1 6,000 100.0% 1 6,000 100.0%
Wyoming - - - 1 87,777 100.0%
Maryland - - - 1 6,763 -
--------------- --------------- ---------------- -------------- -------------- --------------
Total 266 29,336,496 94.4% 272 29,089,493 94.9%
=============== =============== ================ ============== ============== ==============
(a) Includes properties owned through joint ventures
(b) Excludes pre-stabilized properties under development
We are focused on building a portfolio of grocery-anchored
neighborhood shopping centers that should withstand adverse economic conditions
by providing convenient shopping for daily necessities and foot traffic for
adjacent local tenants. RCLP's current investment markets have continued to
offer stable economies, and accordingly, we expect to realize growth in net
21
income as a result of increasing occupancy in the portfolio, increasing rental
rates, development and acquisition of shopping centers in targeted markets, and
redevelopment of existing shopping centers.
The following table summarizes the four largest grocery tenants
occupying our shopping centers at September 30, 2002:
Percentage of Percentage of
Grocery Number of Company- Annualized Average Remaining
Anchor Stores (a) (b) owned GLA(b) Base Rent (b) Lease Term
------ -------------- ------------ ------------- ----------
Kroger 61 11.5% 8.8% 15 yrs
Publix 51 8.0% 5.6% 14 yrs
Safeway 47 5.9% 4.4% 11 yrs
Albertsons 26 3.1% 2.7% 16 yrs
(a) Includes grocery tenant owned stores
(b) Includes properties owned through joint ventures
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 the payment of rent. Effective June 30,
2002, Kmart rejected two leases representing $0.942 million of annual base rent
and closed both stores. We have two other leases with Kmart representing $0.883
million of annual base rent. Both of these stores are open and operating,
however, there can be 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 that the value of this shopping center had been permanently impaired;
and accordingly, recorded a provision for loss on operating properties of $2.4
million during the second quarter.
Acquisition 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. Development is customer-driven,
meaning we generally have an executed lease from the anchor before we begin
construction. Developments serve the growth needs of our grocery and specialty
retail customers, result in modern shopping centers with 20-year leases from the
grocer anchors, and produce either attractive returns on invested capital or
profits from sale. This development process can require 12 to 36 months from
initial land or redevelopment acquisition through construction and lease-up and
finally stabilized income, depending upon the size and type of project.
Generally, anchor tenants begin operating their stores prior to construction
completion of the entire center, resulting in rental income during the
development phase.
At September 30, 2002, we had 31 projects under construction or
undergoing major renovations, which, when complete will represent an investment
of $448.7 million before reimbursement of certain tenant-related costs and
expected sales proceeds from adjacent land and outparcels. Total costs necessary
to complete these developments are estimated to be $173.5 million and will be
expended through 2005. These developments are approximately 61% complete and 70%
pre-leased.
RCLP has a 20% equity interest in Columbia Regency Retail Partners, LLC
("Columbia"), a joint venture with Columbia PERFCO Partners, L.P. ("PERFCO")
that was formed for the purpose of investing in retail shopping centers. During
the third quarter, Columbia acquired a shopping center from the Partnership for
$19.5 million, for which the Partnership received net proceeds of $17.5 million.
At September 30, 2002, Columbia owned ten shopping centers with total GLA of
1,740,024 sq. ft. and real estate assets with a net book value of $211.3
million.
22
RCLP has 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. As of September 30, 2002, MCWR has acquired
six shopping centers from the Partnership for $85.9 million, for which the
Partnership received net proceeds of $73.0 million. The Partnership recognized
gains on the sales of $7.2 million, which represents $1.5 million recorded as
gain on sale of operating properties and $5.7 million recorded as service
operations revenue in the Partnership's consolidated statements of operations.
The gain recognition is recorded on only that portion of the sale to MCWR not
owned by the Partnership. At September 30, 2002, MCWR owned eleven shopping
centers with total GLA of 980,420 sq. ft. and real estate assets with a net book
value of $122.8 million.
Columbia and MCWR intend to continue to acquire retail shopping
centers, some of which may be acquired directly from RCLP. For those properties
acquired from third parties, RCLP is required to provide its pro rata share of
the purchase price.
Liquidity and Capital Resources
- -------------------------------
We expect that 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 share and unit holders. Net cash provided by operating
activities was $131.3 million and $135.6 million for the nine months ended
September 30, 2002 and 2001, respectively. During the first nine months of 2002
and 2001, respectively, we incurred capital expenditures of $12.0 million and
$11.2 million to improve our shopping center portfolio, paid scheduled principal
payments of $4.2 million and $4.6 million to our lenders, and paid dividends and
distributions of $118.6 million and $115.9 million to our share and unit
holders.
Although no tenant represents more than 10% of our annual base rental
revenues, and base rent is supported by long-term lease contracts, tenants who
file bankruptcy have the right 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 filed bankruptcy and cancelled its leases, it could cause a
significant reduction to our revenues. We are not currently aware of any current
or pending bankruptcy of any of our tenants that would cause a significant
reduction to our revenues.
We expect to meet long-term capital requirements for maturing debt, the
acquisition of real estate, and the renovation or development of shopping
centers from: (i) 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 in debt, and (v) equity raised in the
private or public markets. Proceeds from the sale of real estate includes the
sale of out-parcels and developments as well as the sale of low-growth shopping
centers. Our commitment to maintaining a high-quality 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. Joint venturing
of assets provides RCLP with a capital source for new development and
acquisitions, while earning market based fees as the asset manager. During the
first nine months of 2002 and 2001, proceeds from the sale of real estate to
third parties and joint ventures were $265.1 million and $125.2 million,
respectively.
Net cash provided by investing activities was $45.6 million for the
nine months ended September 30, 2002. Net cash used in investing activities was
$40.1 for the nine months ended September 30, 2001, primarily for the purposes
discussed under Acquisition and Development of Shopping Centers. These amounts
are net of the proceeds from sales of real estate discussed above. Net cash used
in financing activities was $157.9 million and $160.2 million for the nine
months ended September 30, 2002 and 2001, respectively.
23
Outstanding debt at September 30, 2002 and December 31, 2001 consists
of the following (in thousands):
2002 2001
---- ----
Notes Payable:
Fixed rate mortgage loans $ 241,558 240,091
Variable rate mortgage loans 25,043 21,691
Fixed rate unsecured loans 998,931 760,939
-------------- ---------------
Total notes payable 1,265,532 1,022,721
Unsecured line of credit 130,000 374,000
-------------- ---------------
Total $ 1,395,532 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. Mortgage loans
are generally due in monthly installments of interest and principal and mature
over various terms through 2019. Variable interest rates on mortgage loans are
currently based on LIBOR plus a spread in a range of 130 basis points to 175
basis points. Fixed interest rates on mortgage loans range from 6.64% to 9.5%.
Interest rates paid on the Line at September 30, 2002 and 2001 were
based on LIBOR plus .85%, or 2.663% and 3.538%, 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 capital purposes.
During the third quarter, the Partnership assumed debt with a fair
value of $40.4 million related to the acquisition of four properties, which
includes debt premiums of $2.7 million based upon the above market interest
rates of the debt instruments. Debt premiums are being amortized over the terms
of the related debt instruments.
On January 15, 2002, the Partnership completed a $250 million unsecured
debt offering with an interest rate of 6.75%. These notes were priced at
99.850%, are due on January 15, 2012 and are guaranteed by the Company. The net
proceeds of these offerings were used to reduce the balance of the Line.
As of September 30, 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
-------------------------- -------------- --------------- ---------------
2002 $ 1,377 6,042 7,419
2003 5,205 22,867 28,072
2004 (includes the Line) 5,353 350,899 356,252
2005 4,188 148,019 152,207
2006 3,761 24,093 27,854
Beyond 5 Years 25,177 791,992 817,169
Unamortized debt premiums - 6,559 6,559
-------------- --------------- ---------------
Total $ 45,061 1,350,471 1,395,532
============== =============== ===============
The fair value of our notes payable and the Line are estimated based on
the current rates available to us for debt of the same remaining maturities.
Variable rate notes payable and the Line are considered to be at fair value
since the interest rates on such instruments reprice based on current market
conditions. Fixed rate loans assumed in the connection with real estate
acquisitions are recorded in the accompanying financial statements at fair
value. Based on the borrowing rates currently available to us for loans with
similar terms and average maturities, the fair value of long-term debt is $1.44
billion.
Unconsolidated partnerships and joint ventures in which we have an
investment had mortgage loans payable of $112.5 million at September 30, 2002
and the Partnership's proportionate share of these loans is $25.6 million.
24
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. The Preferred Units, which may be
called by RCLP at par after certain dates ranging from 2003 to 2005, have no
stated maturity or mandatory redemption, and pay a cumulative, quarterly
dividend at fixed rates ranging from 8.125% to 9.125%. At any time after 10
years from the date of issuance, the Preferred Units may be exchanged 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 into Regency common stock. The net proceeds of these offerings
were used to reduce the Line. At September 30, 2002 and December 31, 2001 the
face value of total preferred units issued was $384 million with an average
fixed distribution rate of 8.72%.
We intend to continue to grow our portfolio through acquisitions and
development, either directly or through our joint venture relationships. Because
acquisition and development activities are discretionary in nature, they are not
expected to burden our capital resources currently available for liquidity
requirements. RCLP expects that cash provided by operating activities, unused
amounts available under the Line, and cash reserves are adequate to meet
liquidity requirements.
Critical Accounting Policies
- ----------------------------
In the course of developing and evaluating accounting policies and
procedures, we use estimates, assumptions and judgements to determine the most
appropriate methods to be applied. Such processes are used in determining
capitalization of costs related to real estate, value impairment of our real
estate portfolio, and taxable income.
In determining capitalized costs related to real estate, we consider
whether costs incurred have extended the useful life of a property and should be
capitalized or if it is recurring maintenance and should be expensed to
operations; we evaluate the direct costs associated with our development
program, the size of the development pipeline, and our development success rate;
and as it pertains to capitalized interest, interest rates available to the
Partnership, the start of the development process, and the date that the project
has been completed and ready for its intended use.
In determining the fair value of our real estate portfolio, we consider
future cash flow projections on a property by property basis, current interest
rates, current market conditions of the geographical location of each property,
and the cost to sell.
We believe that Regency qualifies and we intend for Regency to qualify
as a REIT under the Internal Revenue Code. As a REIT, Regency is allowed to
reduce taxable income by all or a portion of its distributions to stockholders.
As distributions have exceeded taxable income, no provision for federal income
taxes has been made
Results from Operations
- -----------------------
Comparison of the nine months ended September 30, 2002 to 2001
Revenues increased $18.6 million or 7% to $289.0 million in 2002. The
increase was due primarily to revenues from newly completed developments that
only partially operated during 2001, and from growth in rental rates of the
operating properties. In 2002, rental rates grew by 10.2% from renewal leases
and new leases replacing previously occupied spaces in the stabilized
properties. Minimum rent increased $20.6 million or 11%, and recoveries from
tenants increased $6.8 million or 13%. At September 30, 2002, we were operating
or developing 266 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
that are not yet fully leased (fully leased generally means greater than 90%
leased) and occupied. Stabilized properties are all properties not identified as
development. At September 30, 2002, we had 235 stabilized shopping centers that
were 94.4% leased.
25
Service operations revenue includes management fees, commission income,
and development-related profits from the sales of real estate. Service
operations revenue does not include gains or losses from the sale of operating
properties. The Partnership accounts for profit recognition on sales of real
estate in accordance with FASB Statement No. 66, "Accounting for Sales of Real
Estate." Profits from sales of real estate 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. Service operations revenue decreased by $10.5
million to $12.4 million in 2002, or 46%. The decrease was due to a $3.6 million
reduction in development profits resulting from the sale of fewer developments
during 2002 compared to 2001, a $8.0 million decrease in gains from the sale of
land and outparcels, and the adoption of SFAS No. 144, "Accounting for the
Impairment or Disposal of Long-Lived Assets ("Statement 144") which requires
$2.3 million of 2002 sales to be presented under discontinued operations.
Operating expenses increased $10.6 million or 8% to $138.2 million in 2002.
Combined operating and maintenance, and real estate taxes increased $6.9 million
or 11% during 2002 to $69.2 million. The increase was primarily due to expenses
incurred by newly completed developments that only partially operated during
2001, and general increases in operating expenses on the stabilized properties.
General and administrative expenses were $15.3 million during 2002 vs. $13.4
million in 2001. Depreciation and amortization increased $5.4 million during
2002 or 11% primarily due to developments that only partially operated during
2001 and the recharacterization of operating properties previously classified as
held for sale that no longer meet the criteria under Statement 144.
We review our real estate portfolio for impairment whenever events or
changes in circumstances indicate that the carrying amount of an asset may not
be recoverable. RCLP 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 down to fair value for held
and used assets and fair value less costs to sell for held for sale assets.
During the first nine months of 2002, we recorded a provision for loss on
operating properties of $2.5 million.
Net interest expense increased to $61.9 million in 2002 from $49.8
million in 2001 or 24%. The increase was primarily due to a reduction in
capitalized interest related to the completion of developments during 2002 and a
higher percentage of outstanding debt with fixed interest rates, which are
higher than variable interest rates. RCLP had $1.4 billion of outstanding debt
at September 30, 2002 and $1.3 billion at September 30, 2001. On September 30,
2002, 89% of outstanding debt had fixed interest rates vs. 78% on September 30,
2001.
Income from discontinued operations was $12.9 million in 2002 compared
to $7.6 million in 2001 primarily due to gains recognized on the sale of
operating properties and properties in development in 2002 of $7.4 million.
Net income for common unitholders was $77.6 million in 2002 vs. $76.0
million in 2001, or a 2% increase. Diluted earnings per unit were $1.26 in 2002
vs. $1.25 in 2001, or 1% higher as a result of the increase in net income.
Comparison of the three months ended September 30, 2002 to 2001
Revenues increased $11.7 million or 13% to $104.2 million for the three
months ended September 30, 2002. The increase was due primarily to revenues from
newly completed developments that only partially operated during 2001, and from
growth in rental rates of the operating properties. Minimum rent increased $8.0
million or 12%, and recoveries from tenants increased $3.1 million or 17%.
Service operations revenue includes management fees, commission income,
and development-related profits from the sales of real estate. Service
operations revenue does not include gains or losses from the sale of operating
properties. Service operations revenue decreased by $744,000 to $8.3 million in
2002, or 9%. The decrease was due to a $4.3 million increase in development
profits resulting from the sale of more developments during the third quarter of
2002 compared to 2001, offset by a $5.6 million decrease in gains from the sale
of land and outparcels, and the adoption of Statement 144 which requires
$691,000 of sales to be presented under discontinued operations.
26
Operating expenses increased $6.1 million or 14% to $49.0 million in
2002. Combined operating and maintenance, and real estate taxes increased $3.1
million or 15% during 2002 to $24.1 million. The increase was primarily due to
expenses incurred by newly completed developments that only partially operated
during 2001, and general increases in operating expenses on the stabilized
properties. General and administrative expenses were $6.1 million during 2002
vs. $4.5 million in 2001. Depreciation and amortization increased $2.4 million
during 2002 or 15% primarily due to developments that only partially operated
during 2001.
Net interest expense increased to $21.3 million in 2002 from $15.9
million in 2001 or 34%. The increase was primarily due to a reduction in
capitalized interest related to the completion of developments during 2002 and a
higher percentage of outstanding debt with fixed interest rates, which are
higher than variable interest rates.
Income from discontinued operations was $3.0 million in 2002 compared
to $2.5 million in 2001 primarily due to gains recognized on the sale of
operating properties and properties in development in 2002 of $2.6 million.
Net income for common unitholders was $28.1 million in 2002 vs. $27.3
million in 2001, or a 3% increase. Diluted earnings per unit were $0.46 in 2002
vs. $0.45 in 2001, or 2% higher as a result of the increase in net income.
Stock Purchase Loans
- --------------------
In previous years, as part of its long-term incentive compensation
program, 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.
Loans granted prior to 1998 provided for forgiveness of the unpaid principal
balance over time based upon specified performance criteria. Such loans had been
substantially repaid prior to termination of the stock purchase plans as of
September 30, 2002 as discussed below. Loans granted during 1998 did not include
such forgiveness provisions. The Company ceased making these types of loans
after the 1998 grants and has not originated any new personal loans to its
employees since that date. As a result of the Sarbanes-Oxley Act (the Act),
personal loans to executive officers and directors are no longer permitted.
Although the Company's loans were grandfathered under the Act, all participants
elected 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. As a result of the termination of the stock purchase plans,
the Company has elected to implement a restricted stock program intended to
yield similar benefits to the former stock purchase plan participants.
New Accounting Standards and Accounting Changes
- -----------------------------------------------
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". 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 the provisions related to the rescission of SFAS No. 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 during the nine month period ended September 30, 2002.
In July 2002, the FASB issued SFAS No. 146, "Accounting for Costs
Associated with Exit or Disposal Activities". The Statement 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 No. 146 is effective for exit and
disposal activities initiated after December 31, 2002. The Partnership has not
yet assessed the impact of this statement, however it does not believe it will
have a material effect on the financial statements.
27
Environmental Matters
- ---------------------
RCLP, like others in the commercial real estate industry, is subject to
numerous environmental laws and regulations. The operation of dry cleaning
plants at our shopping centers is the principal environmental concern. We
believe that the tenants who operate these plants do so in accordance with
current laws and regulations and have established procedures to monitor their
operations. Additionally, we use all legal means to cause tenants to remove dry
cleaning plants from our shopping centers. Where available, we have applied and
been accepted into state-sponsored environmental programs. We have a blanket
environmental insurance policy that covers RCLP against third party liabilities
and remediation costs on shopping centers that currently have no known
environmental contamination. We have also placed environmental insurance on
specific properties with known contamination in order to mitigate RCLP's
environmental risk. We believe that the ultimate disposition of currently known
environmental matters will not have a material effect on the financial position,
liquidity, or operations of RCLP.
Inflation
- ---------
Inflation has remained relatively low and has had a minimal impact on
the operating performance of the 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 ten years, which permits us to seek increased
rents upon re-rental at market rates. Most of our leases require the tenants to
pay their share of operating expenses, including common area maintenance, real
estate taxes, insurance and utilities, thereby reducing our exposure to
increases in costs and operating expenses resulting from inflation.
28
Item 3. Quantitative and Qualitative Disclosures about Market Risk
Market Risk
-----------
RCLP is exposed to interest rate changes primarily as a result of the
Line and long-term debt used to maintain liquidity and fund capital expenditures
and expansion of RCLP's real estate investment portfolio and operations. RCLP's
interest rate risk management objective is to limit the impact of interest rate
changes on earnings and cash flows and to lower its overall borrowing costs. To
achieve its objectives RCLP borrows primarily at fixed rates and may enter into
derivative financial instruments such as interest rate swaps, caps and treasury
locks in order to mitigate its interest rate risk on a related financial
instrument. RCLP has no plans to enter into derivative or interest rate
transactions for speculative purposes, and at September 30, 2002, RCLP did not
have any borrowings hedged with derivative financial instruments.
RCLP's 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 rate changes.
Fair
2002 2003 2004 2005 2006 Thereafter Total Value
---- ---- ---- ---- ---- ---------- ----- -----
Fixed rate debt 7,322 18,347 211,031 152,207 27,854 817,169 1,233,930 1,283,743
Average interest rate 7.61 7.59 7.62 7.62 7.62 7.61 - -
Variable rate debt 97 9,725 145,221 - - - 155,043 155,043
Average interest rate 2.73 2.70 2.71 - - - - -
As the table incorporates only those exposures that exist as of
September 30, 2002, it does not consider those exposures or positions, which
could arise after that date. Moreover, because firm commitments are not
presented in the table above, the information presented therein has limited
predictive value. As a result, RCLP's ultimate realized gain or loss with
respect to interest rate fluctuations will depend on the exposures that arise
during the period, RCLP's hedging strategies at that time, and interest rates.
Item 4. 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 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.
29
Part II
Item 6 Exhibits and Reports on Form 8-K
(a) Exhibits
10.1 Press release announcing Security Capital Group's election not
to extend, effective April 10, 2003, the standstill provisions
of the Stockholders Agreement dated July 10, 1996, as amended,
(incorporated by reference to Exhibit 18 to Schedule 13/A
filed by Security Capital on July 15, 2002)
99.1 Certification of Regency Centers, L.P.'s Chief Executive
Officer Pursuant to 18 U.S.C. Section 1350 (as adopted by
Section 906 of the Sarbanes-Oxley Act of 2002)
99.2 Certification of Regency Centers, L.P.'s Chief Financial
Officer Pursuant to 18 U.S.C. Section 1350 (as adopted by
Section 906 of the Sarbanes-Oxley Act of 2002)
99.3 Certification of Regency Centers, L.P.'s Chief Operating
Officer Pursuant to 18 U.S.C. Section 1350 (as adopted by
Section 906 of the Sarbanes-Oxley Act of 2002)
(b) Reports on Form 8-K
None
30
SIGNATURE
Pursuant to the requirements of the Securities and Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
Date: November 11, 2002 REGENCY CENTERS, L.P.
By: /s/ J. Christian Leavitt
-------------------------
Senior Vice President,
and Chief Accounting Officer
31
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 quarterly report on Form 10-Q of Regency Centers ,
L.P.;
2. Based on my knowledge, this quarterly 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 quarterly report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly 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 quarterly 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
we 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 quarterly 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 quarterly report (the "Evaluation
Date"); and
c) presented in this quarterly 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
quarterly 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.
November 11, 2002
32
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 quarterly report on Form 10-Q of Regency Centers ,
L.P.;
2. Based on my knowledge, this quarterly 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 quarterly report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly 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 quarterly 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
we 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 quarterly 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 quarterly report (the "Evaluation
Date"); and
c) presented in this quarterly 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
quarterly 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
November 11, 2002
33
CERTIFICATION
I, Mary Lou Fiala, President and Chief Operating Officer of Regency
Centers, L.P. (the "registrant"), certify that:
1. I have reviewed this quarterly report on Form 10-Q of Regency Centers ,
L.P.;
2. Based on my knowledge, this quarterly 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 quarterly report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly 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 quarterly 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
we 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 quarterly 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 quarterly report (the "Evaluation
Date"); and
c) presented in this quarterly 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
quarterly 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
November 11, 2002
34